0001193125-06-137080 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • June 28th, 2006 • WPP Group PLC • Services-advertising agencies • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of June 27, 2006 (this “Second Supplemental Indenture”) among WPP Finance (USA) Corporation, a Delaware corporation (the “Issuer”), WPP 2005 Limited (formerly known as WPP Group plc), an English private limited liability company (the “Guarantor”), WPP Group plc (formerly known as WPP 2005 plc), an English public limited company (“WPP”), and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), a New York banking corporation, as trustee (the “Trustee”).

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LIMITED LIABILITY PARTNERSHIP CONFORMED COPY
Revolving Credit Facility Agreement • June 28th, 2006 • WPP Group PLC • Services-advertising agencies • England
WPP GROUP PLC (Formerly known as “WPP 2005 PLC”) CITIBANK, N.A., As Depositary, and HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS DEPOSIT AGREEMENT Dated as of October 27, 2005
Deposit Agreement • June 28th, 2006 • WPP Group PLC • Services-advertising agencies • New York

DEPOSIT AGREEMENT dated as of October 27, 2005, by and among WPP GROUP PLC, (formerly known as “WPP 2005 plc”), a company incorporated under the laws of The United Kingdom and its successors (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners, of American Depositary Shares by American Depositary Receipts issued hereunder (all such terms as hereinafter defined).

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