FORM OF UNDERWRITING AGREEMENT [ISSUER] [ ]% Senior Notes Due 20[ ] Fully and Unconditionally Guaranteed by [GUARANTOR[S]]Underwriting Agreement • September 4th, 2012 • WPP Finance 2010 • Services-advertising agencies • New York
The Securities will be issued under an indenture (the “Base Indenture”), dated as of [ ], among the Issuer, the Guarantor[s] and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of the Closing Date (as defined below) (the Base Indenture as so supplemented being referred to as the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein means you as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant t
WPP FINANCE 2010,First Supplemental Indenture • April 30th, 2012 • WPP Finance 2010 • Services-advertising agencies • New York
This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer, the Guarantors and the underwriter or initial purchasers, if any, of the initial offering of such Notes being transferred. Terms used in this certificate and not otherwise defined in the First Supplemental Indenture have the meanings set forth in Regulation S under the Securities Act.
REGISTRATION RIGHTS AGREEMENT Dated as of November 21, 2011 among WPP FINANCE 2010, WPP PLC, WPP 2005 LIMITED, WPP AIR 1 LIMITED, and WPP 2008 LIMITED and BARCLAYS CAPITAL INC., HSBC SECURITIES (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH...Registration Rights Agreement • April 30th, 2012 • WPP Finance 2010 • Services-advertising agencies • New York
REGISTRATION RIGHTS AGREEMENT dated as of November 21, 2011 (this “Agreement”) is entered into by and between WPP FINANCE 2010 (the “Issuer”), a private unlimited liability company organized and existing under the laws of England and Wales, WPP plc, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP 2008 Limited, a private limited company organized and existing under the laws of England and Wales, WPP 2005 Limited, a private limited company organized and existing under the laws of England and Wales and WPP Air 1 Limited, a company limited by shares incorporated in Ireland (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives (the “Representatives”), of the initial pur
WPP FINANCE 2010,Indenture • April 30th, 2012 • WPP Finance 2010 • Services-advertising agencies • New York
INDENTURE, dated as of November 21, 2011, among WPP FINANCE 2010, a private unlimited liability company organized and existing under the laws of England and Wales (herein called the “Issuer”), having its principal office at 27 Farm Street, London W1J 5RJ, 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”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee (herein called the “Trustee”), CITIBANK, N.A., as the initial Security Registrar and Principal Paying Agent, and CITIBANK, N.A., LONDON BRANCH, as a Paying
