FORM OF UNDERWRITING AGREEMENT [ISSUER] U.S.$[ ] [ ]% Senior Notes Due 20[ ] Fully and Unconditionally Guaranteed by [GUARANTOR[S]]Underwriting Agreement • June 3rd, 2009 • WPP Air 1 LTD • Services-advertising agencies • New York
WPP FINANCE (UK),Indenture • June 3rd, 2009 • WPP Air 1 LTD • Services-advertising agencies • New York
INDENTURE, dated as of [ ], 2009, among WPP FINANCE (UK), a private unlimited liability company organized and existing under the laws of England and Wales (herein called the “Issuer”), having its principal office at 6 Ely Place, Dublin 2, Ireland, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland, WPP 2008 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (herein called the “Trustee”).
