WPP 2005 LIMITED

Charge over cash deposit

Created on 08 Jun 2001

Delivered on 16 Jun 2001

Status outstanding

Persons Entitled

The Governor and Company of the Bank of Scotland

Amount Secured

All monies due or to become due from the company to the chargee under or pursuant to a counter indemnity of even date

Short Particulars

The amount of £3,175,356 plus interest standing to the credit of account number 03565872 at the bos oxford business centre (sort code 80-20-25) as the same may be replaced redesignated renumbered or rearranged from time to time (the "deposit").

Transactions

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Charge of cash deposit

Created on 22 May 2001

Delivered on 02 Jun 2001

Status outstanding

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All monies due or to become due from the company to the chargee under a specific counter indemnity of even date

Short Particulars

The deposit of £6,498,125 credited to account number 20338323 and any addition to that deposit and any deposit or account. See the mortgage charge document for full details.

Transactions

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Charge over deposit

Created on 30 Mar 2001

Delivered on 03 Apr 2001

Status outstanding

Persons Entitled

Hsbc Republic Bank (UK) Limited

Amount Secured

All moneys obligations and liabilities from time to time due owing or incurred to the chargee pursuant to the guarantee facility or the charge when the same becomes due for payment or discharge whether by acceleration or otherwise

Short Particulars

The sums from the date of the charge or thereafter standing to the credit of the account of the company held with the bank which is designated "wpp group PLC blocked deposit account glendinning number 1" (account no 31245414 sort code 40-05-50 or any replacement account together with all interest and other accruals. See the mortgage charge document for full details.

Transactions

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Deposit agreement

Created on 29 Sep 1992

Delivered on 14 Oct 1992

Status fully-satisfied

Persons Entitled

The Chase Manhattan Bank Na

Amount Secured

All monies due or to become due from the company to the chargee under a continuing counter indemnity dated 9/1/92

Short Particulars

All right title and interest in the monies in account number 11114212 (see form 395 for full details).

Transactions

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Deed of charge

Created on 28 Sep 1992

Delivered on 06 Oct 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited as Trustee for the Secured Parties, as Therein Defined

Amount Secured

All monies due or to become due from the borrowers and/or the guarantors to the chargee under the terms of the supplemental agreement dated 1/7/92

Short Particulars

First fixed charge all the charged securities and all interest dividends bonus issues attaching to any of the securitiessee 395 for full details.

Transactions

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Deed of charge

Created on 23 Sep 1992

Delivered on 01 Oct 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited(As Trustee for the Secured Parties, as Thereindefined)

Amount Secured

All monies due or to become due from the borrowers and/or the guarantors to the chargee under the terms of the supplemental agreement dated 1/7/92

Short Particulars

First fixed charge over all the charged securities see 395 for full details of the charged securities.

Transactions

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Deed of charge

Created on 23 Sep 1992

Delivered on 01 Oct 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited as Trustee for the Secured Parties as Therein Defined

Amount Secured

All monies due or to become due from the borrowers and/or the guarnators to the chargee under the terms of the supplemental agreement dated 1/7/92

Short Particulars

First fixed charge over all the charged securities see 395 for full details of the charged securites.

Transactions

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Deed of charge

Created on 19 Aug 1992

Delivered on 07 Sep 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited (As Trustee for the Secured Parties, as Therein Defined)

Amount Secured

All monies due or to become due from the borrowers and/or the guarantors to the chargee under the terms of the supplemental agreement dated 1/7/92

Short Particulars

First fixed charge over all the charged securities see form 395 for full details of the charged securities.

Transactions

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Deed of charge

Created on 02 Jul 1992

Delivered on 20 Jul 1992

Status fully-satisfied

Persons Entitled

Bankers Trust Company Limited(As Trustee for the Secured Parties)

Amount Secured

All monies due or to become due from the borrowers and/or the guarantors to the chargee under the terms of the supplemental agreement dated 1/7/92

Short Particulars

First fixed charge over all the book debts and first floating charge over all the assets (see form 395 for full details).

Transactions

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Legal charge

Created on 04 Jun 1992

Delivered on 10 Jun 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited

Amount Secured

The guaranteed amounts as defined in the consolidated credit agreement dated 4TH april 1991 and made between the company,the original borrowers as defined therein (including the company),the original guarantors as defined therein (including the company),bankers trust company as facility agent and the lenders as defined therein and any additional amounts owed by the guarantors (as defined therein) and all moneys due or to become due by the company or wpp group U.S. finance corp. (Or either of them) under the terms of the facility agreement dated 8TH april 1992 made between the lifo lenders (as therein defined), the company and wpp group U.S. finance corp

Short Particulars

First floating charge over the both present and future. Undertaking and all property and assets.

Transactions

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Legal charge

Created on 06 Feb 1992

Delivered on 07 Feb 1992

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited

Amount Secured

The guaranteed amounts as defined in the consolidated credit agreement dated 4/4/91 and any additional amounts owed by any guarantor pursuant to the agreement

Short Particulars

First fixed charge over all interest, dividends (cash or otherwise) bonus issued in the shares and/or other securities (as the case may be) which are setout in the schedule to form 395 (see 395 and schedule for full details).

Transactions

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Legal charge

Created on 31 Jul 1991

Delivered on 20 Aug 1991

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the consolidated credit agreement dated 4/4/91

Short Particulars

Fixed charge over the shares and all dividends.

Transactions

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Legal charge

Created on 04 Apr 1991

Delivered on 25 Apr 1991

Status fully-satisfied

Persons Entitled

Bankers Trustee Company Limited

Amount Secured

The guaranteed amount as defined the consolidated credit agreement dated 4 april 1991 and made between wpp group PLC the original borrowers as defined therein the original guarantor is defined therein. Bankers trust company as facility agent at the lenders as defined therein (the agreement) and any addition amounts owed by any guarantor pursuant to the agreement

Short Particulars

The shares and/or other securities all interest dividends, banks issues etc. (see form 395 for full details).

Transactions

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Deed of assignment

Created on 15 Jun 1989

Delivered on 27 Jun 1989

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co Limited

Amount Secured

All monies due or to become due from the company to the chargee under the terms of an interim financing facility letter dated 15/6/89

Short Particulars

All sums from time to time standing to the credit of the account of national westminster bank PLC designated "wpp group PLC" account number 5226007 (see form 395 for full details).

Transactions

Assignment

Created on 13 Jul 1987

Delivered on 21 Jul 1987

Status fully-satisfied

Persons Entitled

Samuel Montagu & Co Limited

Amount Secured

All monies due or to beocme due form the company to samuel montagu & co limitd as trustee for the banks under the interim financing facility agreement dated 10/6/87 and as amended by an interim financing facility amendment letter dated 26/6/87

Short Particulars

All sums from time to time standing to the credit of the account designated "rights issued account" in the company's name, account no 09240187 with national westminster bank PLC hythe, kent (see form 395 for further details).

Transactions

Charge on credit balance

Created on 01 Sep 1986

Delivered on 10 Sep 1986

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee in relation to the guarantee dated 1/9/86 in the sum of £1,700,000 between national westminster bank PLC and brian peter rottger in respect of the performance of all of the obligations of w and p group PLC under a loan note issued or to be issued on 2/9/86 by g w and p group PLC in favour of mr rottger

Short Particulars

The sum of ukp 1700000 together with interest accrued held by the bank on an account in the name of the bank and earmarked of the company.

Transactions

Legal charge

Created on 20 Oct 1980

Delivered on 27 Oct 1980

Status fully-satisfied

Persons Entitled

National Westminster Bank PLC

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

New maid works, adnitt road, northampton T.N. NN50674. Floating charge over all moveable plant machinery implements utensils furniture and equipment.

Transactions