Exhibit 4.1

FORM OF BASE INDENTURE 

WPP 2025 LLC,

as ISSUER

AND

WPP FINANCE 2010,

as ISSUER

WPP PLC,

as PARENT GUARANTOR

AND

WPP JUBILEE LIMITED,

WPP 2005 LIMITED,

as SUBSIDIARY GUARANTORS

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as TRUSTEE

AND

CITIBANK, N.A.,

as REGISTRAR and PAYING AGENT

_____________________________

Indenture

Dated as of [  ], 20[  ]

_____________________________

Debt Securities and Guarantees

CROSS-REFERENCE TABLE

_________________________________
N/A means not applicable.

Note: The Cross-Reference Table shall not for any purpose be deemed to be a part of this Indenture.

Table of Contents

RECITALS

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE One

Definitions and Other Provisions of General Application

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.4.

“Additional Amounts” has the meaning specified in Section 10.7. Any reference in this Indenture to principal, premium or interest in respect of the Securities shall be deemed also to refer to any Additional Amounts that may be payable as set forth herein and under the Securities or the Guarantees.

“Additional Taxing Jurisdiction” has the meaning specified in Section 10.7.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any of the Authenticating Agent, the Registrar or the Paying Agent and “Agents” shall mean, collectively, the Authenticating Agent, the Registrar, the Paying Agent, and any other agents appointed under this Indenture, but does not include the Trustee unless the Trustee is separately appointed to act in such capacity.

“Agent Members” has the meaning specified in Section 3.5(b)(v).

“Applicable Procedures of the Depositary” means, with respect to any matter at any time, the policies and procedures of the Depositary, if any, that are applicable to such matter at such time.

“Applicable Taxing Jurisdiction” has the meaning specified in Section 10.7.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series, and initially, the Authenticating Agent shall be Citibank, N.A..

“Authorized Agent” has the meaning specified in Section 1.15.

“Authorized Officer” means any person (whether designated by name or the persons for the time being holding a designated office) appointed by or pursuant to a Board Resolution for the purpose, or a particular purpose, of this Indenture, provided that written notice of such appointment shall have been given to the Trustee, Authenticating Agent and the Paying Agent.

“Beneficial owner” has the meaning determined in accordance with Rule 13d-3 under the Exchange Act and the terms “beneficial ownership” and “beneficially owned” have meanings correlative to the definition of beneficial owner.

“Board of Directors”, when used with reference to an Issuer or a Guarantor, means the board of directors (or equivalent supervisory body) of such Issuer or such Guarantor, as the case may be, or any committee of that board duly authorized to act for it in respect hereof.

“Board Resolution”, when used with reference to an Issuer or a Guarantor, means a copy of a resolution certified by the Secretary or an Assistant Secretary of such Issuer or such Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee and the Paying Agent.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or London generally are authorized or obligated by law, regulation or executive order to close.

“Change of Control” has the meaning specified in Section 11.10.

“Change of Control Repurchase Event” has the meaning specified in Section 11.10.

“Change of Control Repurchase Event Notice” has the meaning specified in Section 11.10.

“Clearstream” has the meaning specified in Section 3.5.

“Code” means the U.S. Internal Revenue Code of 1986 (including any successor code thereto), as amended.

“Commission” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under applicable law, then the body performing such duties at such time.

“Corporate Trust Office” means, (A) in the case of the Trustee, the designated office of the Trustee in which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at 277 Park Avenue, Floor 25, New York, New York, 10172, Attention: WPP Notes Administrator, and (B) in the case of any of the Agents, the designated office of such Agent in which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at 388 Greenwich Street, New York, NY 10013, Attention: Agency and Trust.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 12.3.

“Defaulted Interest” has the meaning specified in Section 3.7.

“Defeasance” has the meaning specified in Section 12.2.

“Defeasible Series” has the meaning specified in Section 12.1.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1. Unless otherwise provided pursuant to Section 3.1, the Depositary shall be The Depository Trust Company until a successor Depositary shall have become Depositary pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean such successor Depositary.

“Director” means any member of a Board of Directors.

“Dollar” and “U.S.$” mean a U.S. dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“Euroclear” has the meaning specified in Section 3.5(b)(v).

“Event of Default” has the meaning specified in Section 5.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934 (including any successor act thereto), as amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Expiration Date” has the meaning specified in Section 1.4.

“Financial Indebtedness” means any indebtedness for or in respect of (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account), provided that no amount described in or due under arrangements described in this definition shall constitute Financial Indebtedness unless the relevant amount of Financial Indebtedness, either alone or when aggregated (without duplication)with other relevant amounts of Financial Indebtedness, exceeds £100,000,000 or its equivalent in other currencies.

“Fitch” means Fitch Ratings Ltd, or any successor thereto.

“Global Security” means a Security held by or on behalf of a Depositary and in which beneficial interests are evidenced on the records of such Depositary or its Agent Members.

“Guarantee” means the guarantee by a Guarantor of any Security of any series authenticated and delivered pursuant to this Indenture (i) if provided for in a supplemental indenture to this Indenture, (ii) if specified in a Board Resolution of a Guarantor as contemplated by Section 3.1 or (iii) as otherwise applicable to Article Thirteen.

“Guarantor” means each of the Persons named as a “Subsidiary Guarantor” in this instrument and any “Parent Guarantor” and any other entity guaranteeing any Security, in each case until a Successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such Successor Person.

“Holder” means, with respect to a Security, the Person in whose name such Security is registered in the Security Register.

“Indebtedness” means any indebtedness of any Person for money borrowed, whether incurred, assumed or guaranteed, and including obligations under capitalized leases.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1.

“Interest Payment Date” means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the U.S. Investment Company Act of 1940 (including any successor act thereto), as amended from time to time, and (unless the content otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Investment Grade” means rating of Baa3/BBB-, or equivalent, or better from any Rating Agency.

“Issuer” means each Person named as an “Issuer” in the first paragraph of this instrument (until a Successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such relevant Successor Person), and with respect to any series of Securities, the “relevant Issuer” means the Person identified in any series of Securities issued hereunder as the Issuer pursuant to Section 3.1.

“Issuer Request” or “Issuer Order” means, with respect to Securities of a series, a written request or order signed in the name of the relevant Issuer of such Securities by any of the relevant Issuer’s Directors and/or Authorized Officers, and delivered to the Trustee.

“Judgment Currency” has the meaning specified in Section 10.12.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein provided or established as contemplated by Section 3.1, whether at the Stated Maturity or by declaration of acceleration, call for redemption, call for repurchase or otherwise.

“Moody’s” means Moody’s Investors Services, Inc., or any successor thereto.

“Make-Whole Redemption Price” has the meaning as set forth in Section 11.8.

“Notice of Default” means a written notice of the kind specified in Section 5.1(c) or (d).

“Officers’ Certificate”, with respect to the relevant Issuer or a Guarantor, means a certificate signed (A) by (i) any two executive directors, (ii) any two Authorized Officers, or (iii) an executive director and an Authorized Officer, or (B) by (i) any executive director or Authorized Officer, and (ii) the secretary or a deputy or assistant secretary, of such Issuer or such Guarantor, as the case may be, and delivered to the Trustee, Authenticating Agent and/or the Paying Agent.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for an Issuer or a Guarantor, and delivered to the Trustee, Authenticating Agent and/or the Paying Agent.

“Outstanding”, when used with respect to Securities, means as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) if the principal amount of a Security payable at Maturity is to be determined by reference to an index or indices, the principal amount of such Security that shall be deemed to be Outstanding shall be the face amount thereof, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as established as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner established as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in Clause (A) above, of the amount determined as provided in such Clause), and Securities owned by the relevant Issuer, a Guarantor or any other obligor upon the Securities or any Affiliate of the relevant Issuer, a Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee or the Registrar, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee or a Responsible Officer of the Registrar, as applicable, actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee or the Registrar, as applicable, the pledgee’s right so to act with respect to such Securities and that the pledgee is not the relevant Issuer or a Guarantor or any other obligor upon the Securities or any Affiliate of the relevant Issuer or a Guarantor or of such other obligor. For the avoidance of doubt, the Trustee shall be able to conclusively rely on information provided by the Registrar.

“Par Call Date” has the meaning as set forth in Section 11.8.

“Parent Guarantor” means WPP plc or any Person who owns, directly or indirectly, more than 50% of the common equity of the Issuers and all of the other Subsidiary Guarantors and which is a guarantor of the Securities, until a Successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Parent Guarantor” shall mean such Successor Person.

“Paying Agent” means the Paying Agent or any other Person authorized by the relevant Issuer to pay the principal of, premium, if any, or interest on any Securities on behalf of the relevant Issuer, but shall not include the Trustee unless the Trustee is separately appointed as a Paying Agent.

“Permitted Sale and Leaseback Transaction” has the meaning specified in Section 10.10.

“Permitted Security Interests” means:

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable established as contemplated by Section 3.1.

“Predecessor Security” of any particular Security, means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Property” of any Person means all types of real, personal, tangible, intangible or mixed property (including any related contractual rights) owned by such Person whether or not included in the most recent consolidated balance sheet of such Person under United States generally accepted accounting principles.

“Rating Agencies” means Moody’s, S&P and Fitch, and, if any of Moody’s, S&P or Fitch ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the control of the relevant Issuer, a Substitute Rating Agency, and “Rating Agency” means any one of them.

“Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption established as contemplated by Section 3.1.

“Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed established as contemplated by Section 3.1.

“Regular Record Date” for the interest payable on any Interest Payment Date on any Security of any series means the date established for that purpose as contemplated by Section 3.1 irrespective whether such date is a Business Day.

“Repurchase Date” when used with respect to any Security to be repurchased, means the date fixed for such repurchase established as contemplated by Section 3.1.

“Repurchase Period” has the meaning specified in Section 11.10.

“Responsible Officer” when used (i) with respect to the Trustee, shall mean an officer assigned to the Corporate Trust Office, including any vice president, assistant vice president, senior trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and (ii) with respect to any Agent shall mean any officer of such Agent assigned to the corporate trust department (or any successor group or department performing similar functions) who has direct responsibility for the administration of this Indenture, and also, with respect to a particular corporate trust matter, any other officer of the Agent to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for the preceding financial year or any other Subsidiary designated by WPP plc from time to time as a Restricted Subsidiary in WPP plc’s sole discretion; provided, that after the time that the Securities are guaranteed by a Parent Guarantor other than WPP plc, “Restricted Subsidiary” shall be any Subsidiary whose consolidated revenue shall have exceeded 5% of consolidated revenues of the Parent Guarantor and its Subsidiaries taken as a whole for the preceding financial year (or if the Parent Guarantor has existed for less than one year, 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for the preceding financial year), or any other Subsidiary designated by the Parent Guarantor from time to time as a Restricted Subsidiary in the Parent Guarantor’s sole discretion.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor thereto.

“Sale and Leaseback Transaction” has the meaning specified in Section 10.10(a).

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the U.S. Securities Act of 1933 (including any successor act thereto), as amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Security Interests” means, with respect to any Property, any mortgage, charge, pledge, lien or other security interest in respect of such Property. For purposes of this Indenture, the Parent Guarantor and its Subsidiaries shall be deemed to own, subject to a Security Interest, any Property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Property.

“Security Register” and “Registrar” have the respective meanings specified in Section 3.5.

“Significant Subsidiary” has the meaning set forth in Regulation S-X under the Securities Act.

“Special Record Date” means, for the payment of any Defaulted Interest, a date fixed by the relevant Issuer pursuant to Section 3.7.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable established as contemplated by Section 3.1.

“Subsidiary” of a specified person means that specified person holds a majority of the voting rights in it, or is a member of it and has the right to appoint or remove a majority of its board of directors or is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or if it is a subsidiary of a company which is itself a subsidiary of that specified person.

“Subsidiary Guarantor” means each of WPP Jubilee Limited, WPP 2005 Limited, and any other Subsidiaries of the Issuer or any Parent Guarantor that becomes a Subsidiary Guarantor, each until a Successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantor” shall mean such Successor Person in lieu of such original Subsidiary Guarantor.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the relevant Issuer (pursuant to a Board Resolution) as a replacement agency for Moody’s, S&P or Fitch, or one or more of them, as the case may be.

“Succession Date” has the meaning specified in Section 11.9.

“Successor Person” has the meaning specified in Section 8.2.

“Taxes” has the meaning specified in Section 10.7.

“transfer” means, with respect to any Security, any sale, pledge, transfer, hypothecation or other disposition of such Security or any interest therein.

“Treasury Rate” has the meaning specified in Section 11.8.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 (including any successor act thereto), as it may be amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission thereunder.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used herein shall be deemed to mean the person acting as Trustee with respect to the Securities of any series and shall mean the Trustee with respect to Securities of that series.

“United States” means the United States of America (including the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“U.S. Government Obligation” has the meaning specified in Section 12.4.

The relevant Issuer may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the relevant Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the relevant Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the relevant Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.5.

If to the Issuers:

WPP 2025 LLC

Sea Containers House

18 Upper Ground

London

United Kingdom

SE1 9GL

WPP Finance 2010

Sea Containers House

18 Upper Ground

London

United Kingdom

SE1 9GL

If to the Guarantors:

WPP plc

Sea Containers House

18 Upper Ground

London

United Kingdom

SE1 9GL

WPP Jubilee Limited

Sea Containers House

18 Upper Ground

London

United Kingdom

SE1 9GL

WPP 2005 Limited

Sea Containers House

18 Upper Ground

London

United Kingdom

SE1 9GL

If to the Trustee:

Wilmington Trust, National Association

277 Park Avenue, 25th Floor,

New York, New York 10172

United States

If to the Registrar or Paying Agent:

Citibank, N.A.

388 Greenwich Street

New York, NY 10013

Attn: Agency and Trust

Email: eva.waite@citi.com; citi.cspag.debt@citi.com

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture once this Indenture is qualified under the Trust Indenture Act, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

All covenants and agreements in this Indenture by the Issuers or the Guarantors shall bind their successors and assigns, whether so expressed or not. All agreements of the Trustee and the Agents, as applicable, in this Indenture shall bind their successors and assigns, whether so expressed or not.

In case any one or more of the provisions contained in this Indenture, the Securities or the Guarantees shall be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or unenforceable, this Indenture, the Securities and the Guarantees shall be construed as if such provision had never been contained herein or therein.

This Indenture may be simultaneously executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. To the greatest extent permitted by applicable law, the exchange of copies of this Indenture and of signature pages by electronic transmission (including in .pdf or other generally accepted electronic format) or by use of electronic signatures (including DocuSign or other electronic signature technology) shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted electronically shall be deemed to be their original signatures for all purposes.

All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee or Agents hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign, AdobeSign (or such other digital signature provider as specified in writing to the Trustee or the Agents, as applicable, by the Issuers or Guarantors), in English. The Issuers and the Guarantors agree to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee or the Agents, as applicable, including without limitation the risk of the Trustee or the Agents acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Unless otherwise provided in this Indenture or in any Security, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture, any Security or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) will be deemed to include electronic signatures and the keeping of records in electronic form, each of which will be, except with respect to authentication of the Securities by the Trustee and/or the Authenticating Agent, of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, provided that, notwithstanding anything herein to the contrary, the Trustee and the Agents, as applicable, are not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or the Agents, as applicable, pursuant to reasonable procedures approved by the Trustee or the Agents, as applicable.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

This Indenture, the Guarantees, and any Securities issued hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

Each Issuer and each Guarantor hereby appoints Corporate Creations Network Inc., 600 Mamaroneck Avenue #400, Harrison, New York 10528, United States, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Securities of any series or the Guarantees, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee, the Agents, or by the Holder of any Security. Each Issuer and each Guarantor reserves the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York, selected in their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee, the Agents, and the Holders of the successor Authorized Agent, the appointment of the prior Authorized Agent shall terminate. If for any reason the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Issuers and the Guarantors shall appoint a successor Authorized Agent in accordance with the preceding sentence. Each Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve hereof.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security established as contemplated by Section 3.1 which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the case may be; provided that no interest with respect to such payment shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

In no event shall the Trustee or the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages or other labor disputes, accidents; acts of war, armed conflict or terrorism; civil or military disturbances or governmental actions, riots or sabotage; nuclear, natural or other catastrophes, including earthquakes, fires, floods or other acts of God; interruptions, loss or malfunctions of utilities or power, computer (hardware or software), communications or other utility services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s or the Agents’ technological infrastructure exceeding authorized access; acts of civil or military authority, governmental actions, orders or regulations; epidemics, pandemics or other recognized public emergencies, including quarantine or travel restrictions; or the unavailability or malfunction of the Federal Reserve Bank wire, telex or any other wire or communication facility, it being understood that the Trustee and the Agents, as applicable, shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Each Issuer and each Guarantor irrevocably and unconditionally waives such right as it may have or claim under Jersey law:

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee and the Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or the Agents, as applicable. The parties to this Indenture agree that they will provide the Trustee and the Agents, as applicable, with such information as they may reasonably request in order for the Trustee or the Agents, as applicable, to satisfy the requirements of the U.S.A. Patriot Act.

ARTICLE Two

Security Forms

The Securities of each series and the Trustee’s and/or Authenticating Agent’s, as relevant, certificates of authentication shall be in substantially the forms set forth in this Article Two or in such other form as shall be established by or pursuant to Board Resolutions or in one or more supplemental indentures hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the relevant Issuer and each Guarantor and delivered to the Trustee and the Agents at or prior to the delivery of the Issuer Order contemplated by Section 3.3 for the authentication and delivery of such Securities.

The Guarantees of the Guarantors expressed in Article Thirteen shall establish such Guarantees with respect to the Securities of each series without any further notation or endorsement of or attachment to the form of any Security. Likewise, the Guarantees of any other Guarantor created by the acceptance of the terms of Article Thirteen expressed in an applicable Board Resolution of such Guarantor in accordance with Section 3.1 or indenture supplemental hereto shall establish its Guarantee with respect to the Securities of the relevant series without any further notation or endorsement of or attachment to the form of any Security.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

The following legend shall appear on the face of each Global Security:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE ISSUER, ANY GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

[Insert any legend required by the Internal Revenue Code and the regulations thereunder]

[WPP FINANCE 2010 / WPP 2025 LLC]

__________________________

No.

CUSIP No.

[WPP 2025 LLC / WPP Finance 2010] (herein called the “Issuer”, which term includes any Successor Person under the Indenture hereinafter referred to), [a private unlimited liability company incorporated under the laws of England and Wales / a limited liability company incorporated under the laws of Delaware], for value received, hereby promises to pay to , or registered assigns, [include if this Security is a Global Security — the initial principal amount specified on Schedule A hereto (such initial principal amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “principal”)] [include if this Security is not a Global Security — the principal sum of Dollars] on or any other Maturity Date. [if the Security is to bear interest prior to Maturity, insert — This Security shall bear interest at the rate of [ ]% per annum, from [ ], [ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, until the principal hereof is paid or made available for payment. Interest shall be payable semi-annually on [ ] and [ ] (each an “Interest Payment Date”), beginning on [ ], [ ], to the Holders in whose names this Security is registered at the close of business on the Regular Record Date immediately preceding the related Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date falls on a day that is not a Business Day, interest will be paid the following day that is a Business Day with the full force and effect as if paid on the Interest Payment Date.]

[if applicable, insert — ; Any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.

Any interest payable, but not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof shall be given by (i) the Issuer to the Trustee and the Paying Agent, and (ii) by the Paying Agent to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal [and any overdue premium] shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

Payment of the principal of, [premium, if any,] and [if applicable, insert — interest] on this Security shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture; provided, however, that if this Security is not a Global Security, payment may be made at the office or agency of the Issuer maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof (other than any payment of interest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the option of the Issuer, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register [if applicable, insert — ; and provided, further, that at the option of the Issuer payments of any interest on the Securities (other than at Maturity) may be made, in the case of a registered Holder of at least U.S.$5,000,000 principal amount of Securities, by electronic funds transfer of immediately available funds to a United States dollar account maintained by the payee; provided such registered Holder so elects by giving written notice to the Trustee and the Paying Agent designating such account, no later than 15 days immediately preceding the relevant date for payment (or such other date as the Trustee and the Paying Agent may each accept in their discretion). Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.]

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee and/or Authenticating Agent, as relevant, referred to on the reverse hereof, including in the case of the Authenticating Agent, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by a Director or Authorized Officer.

Executed as a Deed by [WPP FINANCE 2010 / WPP 2025 LLC]

____________________________________________

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [  ], 20[  ] (herein called the “Base Indenture”), as supplemented by a [ ] Supplemental Indenture dated as of [ ] (herein called the “[ ] Supplemental Indenture”; the Base Indenture, as supplemented by the [ ] Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the laws of Jersey (the “Parent Guarantor”), WPP JUBILEE 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” which term includes any successor Guarantor under the Indenture), Wilmington Trust, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), Citibank, N.A., as the initial Registrar and Paying Agent, and reference is hereby made to the Indenture[, as supplemented by the [ ] Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and Agents and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert — , limited in initial aggregate principal amount to U.S.$ [ ]].

Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture.

The Subsidiary Guarantors and the Parent Guarantor have fully and unconditionally guaranteed, on a joint and several basis, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture. To the extent set forth in the applicable Board Resolutions or a supplemental indenture, the full and punctual payment of the principal, premium, if any, interest, Additional Amounts and any other amounts payable in respect of the Securities, when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture may also be guaranteed by any other Guarantor that may guarantee the Securities.

[If applicable, insert – Prior to [ ] ([ ] month[s] prior to their Maturity date) (the “Par Call Date”), the Issuer may redeem the Securities in whole or in part, at its option, at any time and from time to time at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(a)       (i) the sum of the present values determined by the Issuer of the remaining scheduled payments of principal and interest thereon (assuming the Securities matured on the Par Call Date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [ ] basis points, less (ii) interest accrued to the date of redemption, and

(b)       100% of the principal amount of the Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Issuer may redeem the Securities at its option, in whole or in part, at any one time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest thereon to the redemption date.

In connection with such optional redemption the following defined terms apply:

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m. New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury Constant Maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Neither the Trustee nor the Paying Agent shall be responsible for calculating the redemption price or for verifying any calculations of such redemption price. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of the Securities to be redeemed.

If the Issuer decides to redeem fewer than all of the outstanding Securities (a partial redemption) and the Securities to be redeemed are Global Securities then held by DTC (or another depositary), the Securities to be redeemed shall be selected in accordance with the procedures of DTC (or such other depositary) or by lot. No Securities of a principal amount of less than $1,000 will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.]

[If applicable, insert – In addition to its ability to redeem this Security pursuant to the foregoing, this] [This] Security may be redeemed by the Issuer on the terms set forth and as more fully described in the Indenture, in certain circumstances where the Issuer or a Guarantor would be required to pay Additional Amounts in respect hereof as a result of certain events relating to taxation and such obligation cannot be avoided by the Issuer or such Guarantor by taking reasonable measures available to the Issuer or the Guarantor, as provided in the Indenture.]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert – [As provided in the [ ] Supplemental Indenture,] the Issuer shall have the right to redeem the Securities upon the occurrence of certain events relating to taxation, as a result of which the Issuer or a Guarantor becomes obligated to pay Additional Amounts on the Securities, in which case the Issuer may redeem the Securities in whole but not in part at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest (including additional interest and Additional Amounts, if any) to, but excluding, the Redemption Date.

On and after the Redemption Date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless the Issuer defaults in the payment of the redemption price and accrued and unpaid interest). On or before the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption price of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to, but excluding, the Redemption Date on the Securities to be redeemed on such date. If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be selected by the Registrar or Paying Agent, as applicable, in accordance with the procedures of DTC (or such other depositary) or by lot.

Upon the occurrence of a Change of Control Repurchase Event (as defined below), unless the Issuer has exercised its right to redeem the Securities [pursuant to the [ ] Supplemental Indenture], each holder shall have the option to require the Issuer to repurchase all or any portion of its Securities (in principal amounts of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof) on the Repurchase Date (as defined below) at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the date of repurchase (subject to the right of holders of the Securities on the relevant record date to receive interest due on the relevant Interest Payment Date).

Within 30 days following the date upon the Issuer becoming aware that a Change of Control Repurchase Event has occurred or, at the Issuer’s option, prior to any Change of Control Repurchase Event, but after the public announcement of an impending Change of Control Repurchase Event, the Issuer shall deliver or cause to be delivered a notice of such Change of Control Repurchase Event electronically in accordance with the applicable DTC procedures, with a copy to the Trustee and the Agents, and the Issuer shall, and at any time upon the Registrar having actual knowledge, the Registrar may, and if so requested by the holders of at least 25% of the aggregate principal amount of the Securities then outstanding, shall (subject in each case to the Registrar being indemnified and/or secured to its satisfaction), give notice (a “Change of Control Repurchase Event Notice”) to the holders specifying the nature of the Change of Control Repurchase Event and the procedure for exercising the holders’ repurchase option.

To exercise the option to require the repurchase of a Security following the occurrence of a Change of Control Repurchase Event the holder of the Security must deliver such Security, on any Business Day during the period beginning no earlier than 10 days from the date on which the Change of Control Repurchase Event Notice is given and ending 60 days from the date such notice is given (the “Repurchase Period”), at the specified office of the Paying Agent, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) which shall be provided with the Change of Control Repurchase Event Notice (a “Change of Control Repurchase Notice”). A Change of Control Repurchase Notice, once given, shall be irrevocable unless the Issuer elects to permit revocations. All Securities submitted for repurchase shall be purchased by the Issuer on the date that is 3 Business Days after the expiration of the Repurchase Period (the “Repurchase Date”).

On the Repurchase Date, the Issuer will:

The Paying Agent will promptly mail to each holder of Securities properly tendered the repurchase price for the Securities, and the Authenticating Agent will promptly authenticate and mail (or cause to be transferred by book- entry) to each holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof.

The Issuer will comply with the requirements of Rule l 4e-l under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer, and such third party purchases all Securities properly tendered and not withdrawn under its offer.

The Trustee and Paying Agent are each under no obligation to ascertain whether a Change of Control Repurchase Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Repurchase Event or Change of Control has occurred and, until the Trustee or the Paying Agent, as applicable, shall have actual knowledge or written notice pursuant to the Indenture to the contrary, the Trustee or the Paying Agent, as applicable, may assume that no Change of Control Repurchase Event or Change of Control (as defined below) or other such event has occurred.

A “Change of Control” means the occurrence of any of the following:

(each of the events set forth in clauses (a), (b) and (c), a “Change of Control”).

A “below investment grade rating event” means at the time of the occurrence of a Change of Control, (i) the Securities carry an Investment Grade credit rating from at least three Rating Agencies and such ratings from at least two Rating Agencies are, within a period ending 120 days after announcement of the Change of Control having occurred (or such longer period as the Securities are under consideration, announced publicly within such 120-day period, for rating review), each downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), or (ii) the Securities carry an Investment Grade credit rating from one or two Rating Agencies and any such rating is, within a period ending 120 days after announcement of the Change of Control having occurred (or such longer period as the Securities are under consideration, announced publicly within such 120 day period, for rating review), downgraded to a non-investment grade credit rating (Bal/BB+, or equivalent, or worse), or (iii) if the Securities are rated by three Rating Agencies, the ratings of the Securities from at least two Rating Agencies are withdrawn or, if the Securities are rated by either one or two Rating Agencies at such time, any rating is withdrawn.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a below investment grade rating event with respect to the Securities.

“Investment Grade” means a rating of Baa3/BBB-, or equivalent, or better from any Rating Agency (as defined below).

Notwithstanding the foregoing, if at the time of the occurrence of the Change of Control the Securities carry either a non-investment grade credit rating from each Rating Agency then assigning a credit rating to the Securities or no credit rating from any Rating Agency, a Change of Control Repurchase Event will be deemed to occur upon the occurrence of a Change of Control alone.

For the purposes of the foregoing provisions, “New Parent” means any Parent Guarantor whose equity ownership is substantially the same as WPP plc or any prior Parent Guarantor immediately prior to such New Parent becoming a Parent Guarantor.

For the purposes of the foregoing provisions, “Rating Agencies” means Moody’s, S&P and Fitch, and, if any of Moody’s, S&P or Fitch ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the control of the Issuer, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer (pursuant to a Board Resolution) as a replacement agency for Moody’s, S&P or Fitch or one or more of them, as the case may be, and “Rating Agency” means any of one of them; (ii) “Moody’s” means Moody’s Investors Services, Inc., or any successor thereto; (iii) “S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor thereto; and (iv) “Fitch” means Fitch Ratings Ltd, or any successor thereto.

If an Event of Default with respect to Securities shall occur and be continuing, the aggregate principal amount of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of the series of which this Security is a part or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

In any case where the due date for the payment of the principal amount of, or any premium or interest with respect to, any Security or the date fixed for redemption of any Security shall not be a Business Day at a Place of Payment, then payment of the principal amount, premium, if any, or interest, need not be made on such date at such Place of Payment, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the date for such payment or the date fixed for redemption, and no interest shall accrue for the period after such date.

All payments in respect of the Securities and the Guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (a) the United States and any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any of the Guarantors is incorporated or organized or resident (or deemed for tax purposes to be resident) (including, for the avoidance of doubt, any jurisdiction in which a successor to the relevant Issuer or any Guarantor is incorporated, organized or resident (or deemed for tax purposes to be resident), or (b) the jurisdiction (or any political subdivision or taxing authority thereof or therein) from or through which a payment on the Securities or the Guarantees is made by or on behalf of the relevant Issuer or a Guarantor (each, an “Applicable Taxing Jurisdiction”), unless such Taxes are required by the Applicable Taxing Jurisdiction to be withheld or deducted. In that event, the Issuer or the Guarantors will pay by way of additional interest on the Securities such additional amounts of, or in respect of, principal, premium, if any, and interest (“Additional Amounts”) as will result (after deduction of such taxes and any additional taxes payable in respect of such Additional Amounts) in the payment to each Holder of the Securities of the amounts that would have been payable in respect of such Security or Guarantee had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such Security or Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Applicable Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

All references herein, in the Indenture, and in one or more supplemental indentures thereto, the Securities and the Guarantees to principal, premium, if any, interest or any other amount payable in respect of any Security shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium, interest or other amount payable, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantors, on the one hand, and the rights of the Holders of the Securities of each series on the other hand to be affected under the Indenture at any time by the Issuer, the Guarantors and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive, on behalf of the Holders of all Securities of such series, compliance by the Issuer or the Guarantors, or all or any of them, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

[If applicable, insert — Each Holder hereby consents to the Issuer or any Guarantor (or any additional or successor Guarantor) applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve (a “Reduction of Capital”). Each Holder hereby authorizes and requests the Trustee and the Paying Agent, as applicable, on behalf of the Holder, to sign any necessary form of consent that the Issuer or any Guarantor (or any additional or successor Guarantor) may reasonably request in connection with a Reduction of Capital.]

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of at least 25% in aggregate principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest (including Additional Amounts) hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Guarantors and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$ [ ] and any integral multiple of U.S.$ [ ] in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or the Agents may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer to the Registrar (and written notification from the Registrar thereof), the Issuer, the Guarantors, the Trustee, the Agents and any agent of the Issuer, the Guarantors or the Trustee or Agents may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantors, the Trustee, the Agents nor any such agent shall be affected by notice to the contrary.

[This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 3.5 thereof on transfers and exchanges of Global Securities.]

[Insert other terms applicable to the Securities, as appropriate.]

This Security, the Guarantees and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

All terms used in this Security and the Guarantees set forth below which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

[IF SECURITY IS A GLOBAL SECURITY, INSERT AS A SEPARATE PAGE—

Schedule A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S.$

The Trustee’s and the Authenticating Agent’s, as applicable, certificate of authentication shall be in substantially the following form: Certificate of Authentication:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

ARTICLE Three

The Securities

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions of the relevant Issuer and each Guarantor, as appropriate, and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series,

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be established in or pursuant to Board Resolutions or supplemental indentures referred to above.

To the extent any terms of the Securities of the series are established pursuant to Board Resolutions or supplemental indentures, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the relevant Issuer and each Guarantor, as the case may be, and delivered to the Trustee and the Paying Agent at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of U.S.$1,000 and any integral multiples of U.S.$1,000 in excess thereof.

The Securities shall be executed on behalf of the relevant Issuer by any one Director or Authorized Officer of the relevant Issuer. The signature of any such Director or Authorized Officer of the relevant Issuer on the Securities may be manual, electronic or facsimile.

Securities bearing the manual, electronic or facsimile signatures of individuals who were at any time the proper Director or Authorized Officer of the relevant Issuer shall bind the relevant Issuer notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the relevant Issuer may deliver Securities of any series executed by the relevant Issuer to the Trustee and the Authenticating Agent for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee (if the Securities are to be authenticated by both the Trustee and the Authenticating Agent) and the Authenticating Agent in accordance with such Issuer Order shall authenticate and deliver such Securities. In authenticating such Securities, and/or accepting the additional responsibilities under this Indenture in relation to such Securities, as applicable, the Trustee and the Authenticating Agent shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, without investigation, an Opinion of Counsel (which may be an opinion pertaining to New York law only and which may be subject to any conditions and assumptions specified in such Opinion of Counsel) stating,

The Trustee or any Agent (including, without limitation, the Authenticating Agent) shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s or such Agent’s, as applicable, own rights, duties or immunities under the Securities, the Guarantees and this Indenture or otherwise in a manner which is not acceptable to the Trustee or such Agent, as applicable, or if the Trustee or such Agent, as applicable, being advised by counsel, determines that such action may not be lawfully taken.

Notwithstanding the provisions of Section 3.1 and of the second preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to such second preceding paragraph at or prior to the authentication of such Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued and reasonably contemplate the original issuance of such Security of such series.

Each Security shall be dated the date of its authentication.

No Security or related Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Authenticating Agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the relevant Issuer, and the relevant Issuer shall deliver such Security to the Registrar for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security and any Guarantee shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture including, if applicable, the Guarantee.

Each Guarantor by its execution of this Indenture or an indenture supplemental hereto authorizes the relevant Issuer, in the name and on behalf of such Guarantor, to confirm the Guarantee of such Guarantor to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantee noted thereon, authenticated and delivered by the Authenticating Agent. The Guarantee of a Guarantor with respect to any Security, whether established by this Indenture, by Board Resolutions of such Guarantor in accordance with Section 3.1 or by an indenture supplemental hereto, shall bind such Guarantor notwithstanding the fact that no Guarantee may be endorsed on such Security.

Pending the preparation of definitive Securities of any series, the relevant Issuer may execute temporary Securities, and upon compliance with Section 3.3 the Authenticating Agent shall authenticate and deliver, such temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Directors or Authorized Officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the relevant Issuer shall cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of such Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the relevant Issuer shall execute, and the Authenticating Agent shall authenticate and deliver in exchange therefor, one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

The relevant Issuer shall cause to be kept at the Corporate Trust Office of the Trustee or with the Registrar, as applicable, a register (the register maintained in such office and in any other office or agency of the relevant Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the relevant Issuer shall provide for the registration of Securities and of transfers of Securities. Citibank, N.A. is hereby appointed by the relevant Issuer as the initial “Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. For the avoidance of doubt, the Trustee shall be able to conclusively rely on information provided by the Registrar.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the relevant Issuer in a Place of Payment for that series, the relevant Issuer shall execute, and the Authenticating Agent shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like terms and aggregate principal amount.

Subject to this Section 3.5, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like terms and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the relevant Issuer shall execute, and the Authenticating Agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the relevant Issuer (and the related Guarantees shall be the valid obligations of the Guarantors), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange thereof.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the relevant Issuer or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the relevant Issuer and the Registrar and duly executed, by the Holder thereof or his attorney duly authorized in writing. Such transfer or exchange will be effected upon the Registrar being satisfied with the documents of title and identity of the people making the request.

No service charge shall be made for any registration of transfer or exchange of Securities, but the relevant Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.4, 9.6 or 11.7 not involving any transfer.

If the Securities of any series are to be redeemed in part, the relevant Issuer shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified terms, as the case may be) during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of any such Securities selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Except as otherwise provided pursuant to Section 3.1, this Section 3.5(b) shall apply only to Global Securities.

Any Global Security exchanged pursuant to Clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

If any mutilated Security is surrendered to the Registrar, the relevant Issuer shall execute and the Authenticating Agent shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount, having and bearing a number not contemporaneously outstanding.

If there shall be delivered to the relevant Issuer, the Trustee, the Registrar and the Authenticating Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to hold each of them and any of their agents harmless, then, in the absence of notice to the relevant Issuer, the Trustee, the Registrar or the Authenticating Agent that such Security has been acquired by a bona fide purchaser, the relevant Issuer shall execute, and, the Authenticating Agent shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the relevant Issuer or any Guarantor, each in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the relevant Issuer or the Guarantors may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses (including attorney’s fees and expenses) of the Trustee and the Registrar) connected therewith.

Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security, and any Guarantee thereof, shall constitute an original contractual obligation of the relevant Issuer and the Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities and Guarantees of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the relevant Issuer, at its election in each case, as provided in Clause (a) or (b) below:

Thereupon the relevant Issuer or such Guarantor shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The relevant Issuer or such Guarantor shall promptly notify the Trustee and the Paying Agent of such Special Record Date and, in the name and at the expense of the relevant Issuer or such Guarantor, the Paying Agent shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class prepaid postage, to each Holder of Securities of such series in the manner set forth in Section 1.5, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (b).

Subject to the foregoing provisions of this Section 3.7, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Prior to due presentment of a Security for registration of transfer to the Registrar, the relevant Issuer, the Guarantors, the Trustee, the Registrar, the Paying Agent and any agent of the relevant Issuer, the Guarantors, the Trustee, the Registrar and the Paying Agent, as applicable, may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.7) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the relevant Issuer, the Guarantors, the Trustee, the Registrar, the Paying Agent nor any agent of the relevant Issuer, any Guarantor, the Trustee, the Registrar or the Paying Agent, as applicable, shall be affected by notice to the contrary. For the avoidance of doubt, in connection with the foregoing, the Trustee shall be able to conclusively rely on information provided by the Registrar.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee or the Registrar, as applicable, be delivered to the Registrar, as applicable, and shall be promptly cancelled by it.

The relevant Issuer or any Guarantor may at any time deliver to the Trustee or the Registrar, as applicable, for cancellation any Securities previously authenticated and delivered hereunder which the relevant Issuer or any Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee or Registrar, as applicable (or to any other Person for delivery to the Trustee or Registrar, as applicable) for cancellation any Securities previously authenticated hereunder which the relevant Issuer has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee or Registrar, as applicable. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee or Registrar, as applicable, shall be disposed of in accordance with the Trustee’s or Registrar’s customary practice.

Except as otherwise established as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

The relevant Issuer of a series of Securities may, without the consent of the holders, issue additional Securities on terms and conditions identical to those of the Securities of such series other than with respect to the date of issuance, the issue price and the date from which interest will accrue. Such additional Securities will increase the aggregate principal amount of, and will be consolidated and form a single series with, such Securities; provided, however, that if such additional Securities are not fungible with such Securities for U.S. federal income tax purposes, such additional Securities will have a separate CUSIP or other identifying number from those of the Securities.

The relevant Issuer in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee or Agents shall use “CUSIP” and “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such numbers. The relevant Issuer shall promptly notify the Trustee and Agents in writing of any change in the “CUSIP” and “ISIN” numbers.

The rights, powers, duties, obligations and actions of the Trustee and of each Agent under this Indenture are several and not joint or joint and several. Except as otherwise provided herein, neither the Trustee nor any Agent shall be under any fiduciary duty whatsoever to any Person hereunder, nor shall any of them have any other obligation towards, or have any relationship or other agency or trust, for or with any Person other than the Issuers and the Guarantors. The Trustee shall not be deemed to be an Agent except to the extent it is separately appointed and agrees in writing to act as such.

Payments of principal and interest in respect to the Securities are subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto.

ARTICLE Four

Satisfaction and Discharge

This Indenture shall upon request of the relevant Issuer, made in an Issuer Request, cease to be of further effect (except as provided in the last paragraph to this Section 4.1) with respect to the relevant Issuer’s and the Guarantors’ obligations in respect of all Securities of the relevant Issuer, and the Trustee, at the expense of the relevant Issuer, shall execute instruments in form and substance satisfactory to the Trustee, the relevant Issuer and the Guarantors acknowledging satisfaction and discharge of this Indenture with respect to the relevant Issuer and its Securities, when

and the relevant Issuer or a Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Paying Agent as trust funds for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee or any Agent for cancellation, for principal, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuers and the Guarantors to the Trustee and the Agents and the lien of the Trustee under Section 6.7, the obligations of the relevant Issuer to any Authenticating Agent under Section 6.4, any obligations of the Trustee and the Agents under Section 4.2, the rights and obligations set forth in the last paragraph of Section 10.3 and any rights of registration of transfer, exchange or replacement of Securities provided in Sections 3.4, 3.5, 3.6, 9.6, 10.2 or 11.7 and any rights to Additional Amounts pursuant to Section 10.7 shall survive.

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with [an Agent] pursuant to Section 4.1 shall be held in trust and applied by [such Agent], in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through the Paying Agent (including the relevant Issuer or any Guarantor acting as its own Paying Agent) as the Registrar may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for whose payment such money has been deposited with the Paying Agent.

ARTICLE Five

Remedies

“Event of Default”, wherever used herein with respect to Securities of any series of the relevant Issuer or the Guarantees thereof, means any one of the following events with respect to the relevant Issuer of such series or any Guarantor (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

indenture, agreement or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the relevant Issuer or any Guarantor having an aggregate principal amount outstanding of at least GBP30,000,000 (or the equivalent thereof in other currencies or currency units), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness (in each such case being, such indebtedness of at least GBP30,000,000 (or the equivalent thereof in other currencies or currency units) aggregate principal amount outstanding) becoming or being validly declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged or such acceleration having been rescinded or annulled within a period of 10 days after there shall have been given, by registered or certified mail, to the relevant Issuer and the Guarantors by the Trustee a written notice specifying such default and requiring the relevant Issuer or any Guarantor, as the case may be, to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections 6.1 and 6.2, the Trustee shall not be deemed to have knowledge or notice of such default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or (B) the Trustee shall have received at the Corporate Trust Office of the Trustee written notice of such default from the relevant Issuer or from any Guarantor; or

An Event of Default for one series of Securities shall not necessarily constitute an Event of Default for any other series of Securities issued hereunder.

If an Event of Default with respect to Securities of any series of the relevant Issuer at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series of the relevant Issuer may declare the aggregate principal amount of all the Securities of that series of the relevant Issuer to be due and payable immediately, by a notice in writing to the relevant Issuer and the Guarantors (and to the Trustee if given by Holders), and upon any such declaration such aggregate principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the relevant Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

No such rescission shall affect any subsequent default or impair any right consequent thereon.

The relevant Issuer and each Guarantor covenant that if:

the relevant Issuer and the Guarantors will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, premium, if any, and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates established pursuant to Section 3.1 therefor, together with any Additional Amounts thereon, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the documented compensation, expenses, fees, disbursements and advances of the Trustee, its agents and counsel, the Agents, their counsel, and any other amounts due the Trustee under Section 6.7.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

In case of any judicial proceeding relative to the relevant Issuer and any Guarantor (or any other obligor upon the Securities of a series), their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, the Agents, their counsel, and any other amounts due the Trustee under Section 6.7.

All rights of action and claims under this Indenture or the Securities or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due to it under Section 6.7, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Any money and other property collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and the Agents, as applicable, and any predecessor thereof under Section 6.7;

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest, respectively; and

THIRD: The balance, if any, to the relevant Issuer, to the Guarantors or any other Person or Persons entitled thereto.

No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7) interest on such Security pursuant to the terms thereof or the Guarantees thereof (and any Additional Amounts) on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

If the Trustee, Agents, or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, Agents, or to such Holder, then and in every such case, subject to any determination in such proceeding, the relevant Issuer, the Guarantors, the Trustee, Agents, and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Agents, and the Holders shall continue as though no such proceeding had been instituted.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee, the Agents, or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee, the Agents, or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee, the Agents, or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Agents, or by the Holders, as the case may be.

Subject to Section 6.3(e), the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that:

provided, further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by Holders of Securities.

The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to this Article Five. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all fees, losses, liabilities and expenses (including attorney’s fees and expenses) that may be caused by taking or not taking such action.

The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs, including attorneys’ fees and expenses, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 5.14 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the relevant Issuer or any Guarantor, the Trustee, the Agents, or any Holder or group of Holders holding in aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest on any Outstanding Security of any series on or after the due date expressed in such Security in accordance with its terms.

Each Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE Six

The Trustee

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1.

Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

The obligations and liabilities (including, without limitations, obligations and liabilities in connection with Article 10 of this Indenture) of (a) the Trustee, on the one hand, and (b) each Agent and/or Paying Agent, on the other hand, under this Indenture are separate and distinct, and neither shall be responsible for the acts or omissions of the other.

If a default occurs hereunder with respect to Securities of any series of which the Trustee has knowledge, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.1(c) with respect to Securities of such series, no such notice to Holders shall be given until at least 45 days after the occurrence thereof. For the purpose of this Section 6.2, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Subject to the provisions of Section 6.1:

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers or the Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuers or the Guarantors of the Securities or the proceeds thereof.

The Trustee, any Authenticating Agent, any Agent or any other agent of any Issuer, any Guarantor or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Issuers and the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, any Agent or such other agent.

Money held by the Trustee or the Paying Agent hereunder need not be segregated from other funds except to the extent required by law. Neither the Trustee nor the Paying Agent shall be under any liability for interest on or investment of any money received by it hereunder except as otherwise agreed in writing with the relevant Issuer or the Guarantors, as the case may be.

The Issuers and the Guarantors jointly and severally agree:

“Trustee” for purposes of this Section 6.7 shall include any predecessor Trustee, but the negligence or willful misconduct of any Trustee shall not affect the rights or obligations of any other Trustee hereunder. As used in this Section 6.7, “Trustee” shall also include each Agent, as applicable.

To secure the obligations under this Section 6.7, the Issuers, the Guarantors and the Holders acknowledge that pursuant to the trust arrangements hereunder, the Trustee has a first-priority lien against all money or other property held by the Trustee.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination or expiration of this Indenture.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be the Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least U.S.$50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 6.9 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign promptly in the manner and with the effect hereinafter specified in this Article.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

The Trustee and each Agent may resign at any time, without liability for doing so, with respect to the Securities of one or more series by giving written notice thereof to the relevant Issuer and the Guarantors. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction, at the expense of the relevant Issuer and the Guarantors, for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the relevant Issuer and the Guarantors. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the relevant Issuer and the Guarantors, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

If at any time:

then, in any such case, (A) the relevant Issuer or any Guarantor by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.4, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the relevant Issuer and the Guarantors, by Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.1. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the relevant Issuer, the Guarantors and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.1, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the relevant Issuer and the Guarantors. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the relevant Issuer and the Guarantors or the Holders and accepted appointment in the manner required by Section 6.1, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The relevant Issuer shall give notice or, having provided the Registrar with the form of such notice, shall cause the Registrar to give notice, of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.7. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuers, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of any Issuer, the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the relevant Issuer, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver a supplemental indenture hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the relevant Issuer or any successor Trustee, such retiring Trustee shall, upon payment of its charges, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the relevant Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the preceding paragraphs, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such Person shall be otherwise qualified and eligible under this Article, without execution or filing of any paper or any further act on the part of any of the parties hereto. As soon as practicable, the successor Trustee shall mail a notice of its succession to the relevant Issuer, the Guarantors and the Holders of the Securities then Outstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee and itself authenticated such Securities.

If and when the Trustee shall be or become a creditor of an Issuer or a Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against an Issuer or a Guarantor (or any such other obligor).

The Trustee with the consent of the relevant Issuer and the Guarantors, and at the cost and expense of the relevant Issuer and the Guarantors, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities of the relevant Issuer which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Pursuant to this authority, and with the consent of the Issuers and the Guarantors, the Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the Securities. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant to Section 3.6, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the relevant Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be the combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign promptly in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Paying Agent, to the relevant Issuer and to the Guarantors. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, to the Paying Agent, to the relevant Issuer and to each of the Guarantors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the relevant Issuer and (i) the Trustee shall give notice of such appointment to the Paying Agent, and (ii) the Paying Agent shall give notice of such appointment in the manner provided in Section 1.5 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14.

The Issuers agree to pay to such Authenticating Agent from time to time such compensation as shall be agreed in writing for its services under this Section 6.14.

If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

[This is one of the Securities referred to in the within-mentioned Indenture.

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By: CITIBANK, N.A.

as Authenticating Agent

By:

Authorized Signatory]

If all of the Securities of a series may not be originally issued at one time, and if the then current Authenticating Agent does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the relevant Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the relevant Issuer in writing or by facsimile (which writing need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel), shall, at the cost and expense of the relevant Issuer and the Guarantors, appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the relevant Issuer with respect of such series of Securities.

Each Holder hereby consents to any Issuer or any Guarantor applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve (a “Reduction of Capital”). Each Holder hereby agrees that the Trustee, on behalf of the Holder, is authorized and directed to give its consent to any such Reduction of Capital.

ARTICLE Seven

Holders’ Lists and Reports by Trustee and Issuer and Guarantor

The relevant Issuer and the Guarantors shall furnish to the Registrar, the Trustee, and the Agents and/or cause the Registrar to furnish to the Trustee and the Agents:

excluding from any such list names and addresses each of the Trustee, the Registrar and the Agents have all received.

The Registrar, the Trustee and the Agents shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Registrar, the Trustee and the Agents, as applicable, as provided in Section 7.1, and in the case of the Registrar, the names and addresses of Holders received by the Registrar (which may include the Trustee in its capacity as Registrar, but only if, and to the extent the Trustee is then acting as Registrar). The Registrar, the Trustee and the Agents, as relevant, may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

The rights of Holders of the Securities of any series to communicate with other Holders of Securities of such series with respect to their rights under this Indenture or under the Securities or the Guarantees, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the relevant Issuer, the Guarantors and the Registrar, the Trustee and the Agents that none of the relevant Issuer, the Guarantors or the Registrar, the Trustee, the Agents nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act or other applicable law.

Within 60 days of each June 30, beginning with June 30, 2026, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the relevant Issuer. The relevant Issuer shall promptly notify the Trustee in writing when any Securities are listed on any stock exchange and of any delisting thereof.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the relevant Issuer’s and/or the Guarantors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE Eight

Consolidation, Merger, Conveyance, Transfer or Lease

For so long as any of the Securities are outstanding, none of the Issuers or any Guarantor may consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

Notwithstanding the foregoing, this Section 8.1 shall not apply to any conveyance, transfer or lease of all or substantially all of the properties and assets of any Issuer or any Guarantor to the extent that the Person to which such properties or assets are conveyed, transferred or leased is a Guarantor of the Securities or becomes a Guarantor of the Securities concurrent with any such conveyance, transfer or lease of all or substantially all of such Issuer’s or such Guarantor’s properties and assets, or is a wholly-owned Subsidiary of any such Guarantor or person who so becomes a Guarantor.

Upon any consolidation of an Issuer or a Guarantor with, or merger of an Issuer or a Guarantor with or into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of an Issuer or a Guarantor, as the case may be, in accordance with Section 8.1, the successor Person (the “Successor Person”) formed by such consolidation or with or into which such Issuer or such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor, as the case may be, under this Indenture with the same effect as if such Successor Person had been named as such Issuer or such Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities or the Guarantees, as the case may be.

ARTICLE Nine

Supplemental Indentures

Without the consent of any Holders, the Issuers and the Guarantors when authorized by a Board Resolution of the Issuers and each Guarantor, as the case may be, and the Trustee and the Agents, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Agents, for any of the following purposes:

With the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including, without limitation, consents obtained in connection with tender offers or exchange offers), by Act of said Holders delivered to the relevant Issuer, the Guarantors and the Trustee, the relevant Issuer and the Guarantors, when authorized by Board Resolutions of, respectively, the relevant Issuer and each Guarantor, and the Trustee and the Agents may enter into one or more supplemental indentures hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Section 9 or the modifications thereby of the trusts created by this Indenture, the Trustee and the Paying Agent shall receive, in addition to the documents required under Section 1.2, and (subject to Sections 6.1 and 6.3) shall be fully protected in conclusively relying upon (without further investigation), an Opinion of Counsel (which may be an opinion pertaining to New York law only and which may be subject to any conditions and assumptions specified in such Opinion of Counsel) stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, that such supplemental indenture is the legal, valid and binding obligation of the relevant Issuer and the Guarantors, and that all conditions precedent have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent, if any, therein expressly provided otherwise.

Subsequent to the qualification of this Indenture under the Trust Indenture Act, every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee (or relevant Agent), bear a notation in form approved by the Trustee (or relevant Agent) as to any matter provided for in such supplemental indenture. If the relevant Issuer and the Guarantors shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the relevant Issuer and the Guarantors, to any such supplemental indenture may be prepared and executed by the relevant Issuer and such Securities may be authenticated and delivered by the Trustee (or relevant Agent) in exchange for Outstanding Securities of such series.

ARTICLE Ten

Covenants

Each Issuer covenants and agrees for the benefit of each series of Securities of such Issuer that it shall duly and punctually pay the principal of, premium, if any, and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 3.1, the Corporate Trust Office of the Paying Agent shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.

With respect to any securities that are not in the form of a Global Security, the relevant Issuer shall maintain in each Place of Payment, including, without limitation, in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the relevant Issuer in respect of the Securities and this Indenture may be served. The relevant Issuer shall give prompt written notice to the Trustee and the Agents of the location, and any change in the location, of such office or agency. If at any time the relevant Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Agents with the address thereof, (A) such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Registrar , and the relevant Issuer hereby appoints the Registrar as its agent to receive all such presentations, surrenders, notices and demands, and (B) in the case of notices and demands, shall also be made or served at the Corporate Trust Office of the Trustee, and the relevant Issuer hereby appoints the Trustee as its agent to receive all such notices and demands.

The relevant Issuer may also from time to time designate one or more offices or agencies where the Securities of one or more series of the relevant Issuer may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the relevant Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The relevant Issuer hereby appoints Citibank, N.A. as such agent. The relevant Issuer shall give prompt written notice to the Trustee and the Agents of any such designation or rescission and of any change in the location of any such other office or agency.

The Guarantors shall maintain in each Place of Payment for any series of Securities to which their Guarantees apply an office or agency where Securities of such series may be presented or surrendered for payment pursuant to any Guarantee and where notices and demands to or upon the Guarantors in respect of any Guarantee and this Indenture may be served. The Guarantors shall give prompt written notice to the Trustee and the Agents of the location, and any change in the location, of such office or agency. If at any time the Guarantors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Agents with the address thereof, (A) such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Registrar, and the Guarantors hereby appoint the Registrar as their agent to receive all such presentations, surrenders, notices and demands and (B) in the case of such notices and demands, shall also be made or served at the Corporate Trust Office of the Trustee, and the Guarantors hereby appoint the Trustee as their agent to receive all such notices and demands.

The Guarantors may also from time to time designate one or more other offices or agencies where the Securities of one or more series to which their Guarantees apply may be presented or surrendered for such purpose or where such notices or demands may be served and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve any Guarantor of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Guarantors hereby appoint Citibank, N.A. as such agent. The Guarantors shall give prompt written notice to the Trustee and the Agents of any such designation or rescission and of any change in the location of any such other office or agency.

If any Issuer or any Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee and the Paying Agent in writing of its action or failure so to act.

Whenever an Issuer shall have one or more Paying Agents for any series of Securities, it shall, no later than 10:00 a.m. New York City time on each due date of the principal of, premium, if any, or interest or Additional Amounts on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided in the Trust Indenture Act for the benefit of the Persons entitled to such principal or any premium or interest, and (unless such Paying Agent is the Trustee) the relevant Issuer shall promptly notify the Trustee in writing of its action or failure so to act (for the avoidance of doubt such deposit(s) may be with the Trustee if, and only if, the Trustee has agreed in writing to act as the Paying Agent for such series of Securities). The relevant Issuer shall confirm to the Paying Agent by 10:00 a.m. (local time in the city of the Paying Agent’s specified office) on the second Business Day in the city of the Paying Agent’s specified office before the due date for any such payment that irrevocable instructions have been issued. If the Paying Agent determines in its absolute discretion that payment in accordance with this Section 10.3 is required to be made earlier, it shall provide the relevant Issuer with no less than 21 days’ prior notice in writing of such requirement. If the Paying Agent pays out any amount due under the terms of the Securities on or after the due date therefor on the assumption that the corresponding payment for such amount has been or will be made by the relevant Issuer and such payment has in fact not been so made by the relevant Issuer prior to the time that the Paying Agent pays such amount, then the relevant Issuer, on demand, shall reimburse the Paying Agent for such amount and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid out as certified by the Paying Agent and expressed as a rate per annum. Nothing in this Section 10.3 shall require the Paying Agent to pay out any amount due under the terms of the Securities prior to receiving payment thereof in immediately available funds from the relevant Issuer or any Guarantor.

The Paying Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted. Notwithstanding the foregoing, any such withholding or deduction is without prejudice to the obligations of each of the relevant Issuer and the Guarantors to make payments in full of all amounts due and payable under the terms of this Indenture, any supplemental indenture and the Securities of any series.

Each Issuer and the Guarantors hereby appoint Citibank, N.A. as initial Paying Agent for the Securities.

The relevant Issuer shall cause each Paying Agent for any series of Securities that is not a party to this Indenture to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the relevant Issuer or any Guarantor (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series or any Guarantee, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series or the Guarantees.

The relevant Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct the Paying Agent to pay, to the Trustee all sums held in trust by the relevant Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the relevant Issuer or such Paying Agent; and, upon such payment by the Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or the Paying Agent, or then held by the relevant Issuer or any Guarantor, in trust for the payment of the principal of, premium, if any, or interest or Additional Amounts on any Security of any series and remaining unclaimed for two years after such principal, premium, interest or Additional Amounts has become due and payable shall be paid to the relevant Issuer or to such Guarantor by the Trustee or such Paying Agent, as applicable, or (if then held by such Issuer or such Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the relevant Issuer or the Guarantors for payment thereof, and all liability of the Trustee and such Paying Agent, as applicable with respect to such trust money, and all liability of the relevant Issuer or such Guarantor as trustee thereof, shall thereupon cease.

Each Issuer and the Guarantors while any such Securities of any series issued hereunder are outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof, an Officers’ Certificate (one of which officers signing such certificate shall be, for the purposes of this Section 10.4, the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer and the Guarantors), stating whether or not to the knowledge of the signers thereof the relevant Issuer(s) and the Guarantors are in compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if any Issuer or any Guarantor, as the case may be, shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

The relevant Issuer and the Guarantors shall deliver to the Trustee, as soon as possible and in any event within 10 days after the relevant Issuer or any Guarantor becomes aware that a default or an Event of Default with respect to any series of Securities of such Issuer that are outstanding, or an event that, with notice or the lapse of time or both, would constitute an Event of Default thereof, as the case may be, has occurred and is continuing, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the relevant Issuer proposes to take with respect thereto.

Subject to Article 8, the Issuers and the Guarantors each shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Issuers and each Guarantor shall not be required to preserve any such right or franchise if its respective Board of Directors shall determine in a Board Resolution that the preservation thereof is no longer desirable in the conduct of the business of such Issuer or such Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders.

The Issuers and the Guarantors shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Issuers or the Guarantors or upon the income, profits or property of the Issuers or the Guarantors, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuers or the Guarantors; provided, however, that the Issuers and the Guarantors shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

All payments in respect of the Securities and the Guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (i) the United States and any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the relevant Issuer or any of the Guarantors is incorporated or organized or resident (or deemed for tax purposes to be resident) (including, for the avoidance of doubt, any jurisdiction in which a successor to the relevant Issuer or any Guarantor is incorporated, organized or resident (or deemed for tax purposes to be resident), or (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein) from or through which a payment on the Securities or the Guarantees is made by or on behalf of the relevant Issuer or a Guarantor (each, an “Applicable Taxing Jurisdiction”), unless such Taxes are required by the Applicable Taxing Jurisdiction to be withheld or deducted. In that event, the relevant Issuer or the Guarantors will pay by way of additional interest on the Securities such additional amounts of, or in respect of, principal, premium, if any, and interest (“Additional Amounts”) as will result (after deduction of such Taxes and any additional Taxes payable in respect of such Additional Amounts) in the payment to each Holder of the Securities of the amounts that would have been payable in respect of such Security or Guarantee had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such Security or Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Applicable Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Whenever in this Indenture there is mentioned, in any context, the payment in respect of the Securities or the Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 10.7 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The relevant Issuer or the Guarantors shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Applicable Taxing Jurisdiction in accordance with applicable law. The relevant Issuer or the Guarantors shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each Applicable Taxing Jurisdiction imposing such taxes and will provide such certified copies to each Holder. The relevant Issuer or the Guarantors shall attach to each certified copy a certificate stating (x) that the amount of withholding taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Securities then outstanding and (y) the amount of such withholding taxes paid per U.S.$1,000 principal amount of the Securities. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Paying Agent by the Holders of the Securities upon request.

At least 30 days prior to each date on which any payment under or with respect to the Securities of a series or the related Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the relevant Issuer or the Guarantors shall be obligated to pay Additional Amounts with respect to such payment, the relevant Issuer or the Guarantors shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters.

If the relevant Issuer or any Guarantor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than an Applicable Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Securities or the Guarantees, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein).

The relevant Issuer or the Guarantors shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Security or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities or the Guarantees, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside Luxembourg, the United States, the United Kingdom, Jersey, Ireland or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities, the Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities.

The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to any Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

If any direct or indirect parent of WPP plc, or any of the subsidiaries of WPP plc that is not a Guarantor, or any other subsidiary of any Parent Guarantor, becomes a guarantor of any Financial Indebtedness, then such guaranteeing entity shall:

Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such Indebtedness.

Notwithstanding the foregoing, the Parent Guarantor or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to its or their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such Indebtedness.

Except as otherwise established as contemplated by Section 3.1 for the Securities of any series, any relevant Issuer and any Guarantor may, with respect to the Securities of such series of the relevant Issuer, omit in any particular instance to comply with any term, provision or condition set forth in any covenant adopted by a supplemental indenture under Sections 3.1(s), 9.1(b) or 9.1(g) for the benefit of the Holders of such series, or in any of Sections 10.5, 10.6, 10.9 or 10.10, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the relevant Issuer and the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

The Issuers and the Guarantors shall, jointly and severally, indemnify the Trustee, the Agents, and any Holder of a Security against any loss incurred by the Trustee, the Agents, or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, and as a result of any variation between (i) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which the Trustee, the Agents, or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency actually received by the Trustee, the Agents, or such Holder. Notwithstanding the preceding sentence of this Section 10.12, in the event that the amount of Dollars purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder shall reimburse such excess to the relevant Issuer or the Guarantors, as the case may be. The foregoing indemnity shall constitute a separate and independent obligation of each Issuer and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, Dollars.

For so long as any of the Securities are outstanding and WPP plc or any successor Parent Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, WPP plc shall be deemed to have satisfied its reporting obligations under this Section 10.13 by filing or furnishing annual, quarterly and other reports that it is required to file with or furnish to the Commission, including its annual reports on Form 20-F and its reports on Form 6-K or copies of the information included in such reports on Form 6-K (or its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, if the reporting person is not a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act). WPP plc or any successor Parent Guarantor shall not be required to furnish such reports separately to the Trustee, the Agents or holders, provided that such reports are publicly available on the Commission’s EDGAR System (or any successor system).

For so long as the Securities of a series are listed on a securities exchange, the relevant Issuer or the Parent Guarantor, if any, will make any reports or other information supplied to the Trustee pursuant to this Section available at the office of the relevant Issuer’s paying agent or transfer agent in the jurisdiction where such exchange is located and will notify such exchange of the occurrence of any Event of Default and, prior to publication of notice of such Event of Default in the jurisdiction where such exchange is located, submit a draft of the notice to the exchange.

In any case, with regard to the Trustee and the Agents, such reports, information and documents are for informational purposes only and the Trustee’s and the Agents’ access to, or receipt of, such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including any Issuer’s and/or any Guarantor’s compliance with any of its respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE Eleven

Redemption of Securities

Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms established as contemplated by Section 3.1 and (except as otherwise established as contemplated by Section 3.1 for the Securities of such series) in accordance with this Article.

The election of the relevant Issuer to redeem any Securities of any series of the relevant Issuer shall be evidenced by a Board Resolution of the relevant Issuer. In case of any redemption at the election of the relevant Issuer of any of the Securities of any series of the relevant Issuer (including any such redemption affecting only a single Security), the relevant Issuer shall, at least 60 days prior to the Redemption Date fixed by the relevant Issuer (unless a shorter notice shall be satisfactory to the Trustee and the relevant Agents), notify the Trustee and the relevant Agents of such Redemption Date, of the Redemption Price, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities established as contemplated by Section 3.1, the relevant Issuer shall furnish the Trustee and the relevant Agents with an Officers’ Certificate evidencing compliance with such restriction.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Registrar or Paying Agent, as applicable, from the Outstanding Securities of such series not previously called for redemption in accordance with the procedures of DTC (or such other depositary) or by lot and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Registrar or Paying Agent, as applicable, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence (i.e., in accordance with the procedures of DTC (or such other depositary) or by lot).

The Registrar or Paying Agent, as applicable, shall promptly notify the relevant Issuer in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Notice of redemption shall be given by first-class mail, prepaid postage, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

Notice of redemption of Securities to be redeemed at the election of the relevant Issuer shall be given by the relevant Issuer or, at the relevant Issuer’s written request given to the Paying Agent (with a copy to the Trustee) at least 15 days before the date such notice is to be given to the Holders (unless a shorter period is agreed to by the Trustee and/or Paying Agent), by the Paying Agent in the name and at the expense of the relevant Issuer, and shall be irrevocable.

On or before 10:00 a.m., New York City time, on any Redemption Date, the relevant Issuer or the Guarantors shall deposit with the Paying Agent (or, if the relevant Issuer is acting as its own Paying Agent, it shall segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on, all the Securities which are to be redeemed on that date to, but excluding, the Redemption Date. The relevant Issuer shall confirm to the Paying Agent by 10:00 a.m. (local time in the city of the Paying Agent’s specified office) on the second Business Day in the city of the Paying Agent’s specified office before the due date for any such payment that irrevocable instructions have been issued. If the Paying Agent determines in its absolute discretion that payment in accordance with this Section 11.5 is required to be made earlier, it shall provide the relevant Issuer with no less than 21 days’ prior notice in writing of such requirement.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price applicable thereto, and from and after such date (unless the relevant Issuer shall default in the payment of the Redemption Price and accrued and unpaid interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the relevant Issuer or the Guarantors at the Redemption Price, together with accrued and unpaid interest to, but excluding, the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 3.7.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any Redemption Price shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the terms of the Security established as contemplated by Section 3.1.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the relevant Issuer or the Paying Agent, as applicable, so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the relevant Issuer and the Paying Agent, as applicable, duly executed by the Holder thereof or his attorney duly authorized in writing), and the relevant Issuer shall execute, and the Authenticating Agent shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

If so specified in the applicable prospectus supplement, the relevant Issuer may, at its option and from time to time, redeem all or any portion of the Outstanding Securities of any series prior to their Stated Maturity on the terms set forth in this Section 11.8 and in such prospectus supplement.

Redemption may occur (i) at any time prior to the Par Call Date (as defined below) at the Make-Whole Redemption Price (as defined below) or (ii) on or after the Par Call Date at a redemption price equal to 100% of the principal amount of the Securities to be redeemed (the “Par Redemption Price”). In each case, the relevant Issuer shall also pay accrued and unpaid interest on the principal amount so redeemed, calculated to but excluding the applicable Redemption Date.

The Securities, or any portion thereof, shall cease to bear interest from and after the applicable Redemption Date unless the relevant Issuer defaults in the payment of the Redemption Price.

Prior to the Par Call Date, the Redemption Price (the “Make-Whole Redemption Price”) for any Security redeemed pursuant to this Section 11.8 shall be the greater of:

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

On or after the Par Call Date, the relevant Issuer may redeem the Securities at its option, in whole or in part, at the Par Redemption Price plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

“Par Call Date” means the date as stated in the relevant prospectus supplement of the relevant series of Securities.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the relevant Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the relevant Issuer after 4:15 p.m. New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury Constant Maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the relevant Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”);

or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the relevant Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the relevant Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the relevant Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The relevant Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Neither the Trustee nor the Paying Agent shall be responsible for calculating the redemption price or for verifying any calculations of such redemption price. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of the Securities to be redeemed.

Notice of Redemption shall be given in accordance with Section 11.4; provided that in lieu of the period specified in Section 11.2, notice may be mailed or electronically delivered (or otherwise transmitted in accordance with the Applicable Procedures of the Depositary) not less than ten (10) nor more than sixty (60) days prior to the Redemption Date.

If fewer than all Outstanding Securities are to be redeemed and the Securities are Global Securities held by DTC (or another Depositary), the selection of the Securities (or portions thereof) to be redeemed shall be made by DTC (or such other Depositary) in accordance with its Applicable Procedures; otherwise, selection shall be in accordance with Section 11.3. No Security of a principal amount less than U.S.$1,000 shall be redeemed in part.

Unless the relevant Issuer defaults in the payment of the applicable Redemption Price, interest shall cease to accrue on any Security (or portion thereof) called for redemption on and after the applicable Redemption Date.

If as the result of any change in or any amendment to the laws, regulations or published tax rulings of the Applicable Taxing Jurisdiction affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or Guarantee thereof, which change or amendment becomes effective on or after the original issue date of such Securities, it is determined by the relevant Issuer and the Guarantors that the relevant Issuer or a Guarantor (x) would be required to pay any Additional Amounts pursuant to Section 10.7 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of a Guarantor, a payment in respect of such interest was required to be made by such Guarantor under its Guarantee thereof on such Interest Payment Date), and (y) such obligation cannot be avoided by the relevant Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the relevant Issuer or a Guarantor which would not be required to pay any Additional Amounts), the relevant Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time following such an event, upon not less than 30 nor more than 60 days’ written notice as provided in Sections 11.2 and 11.4, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest and Additional Amounts, if any) to, but excluding, the date fixed for redemption; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the relevant Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect.

Prior to the mailing or electronic delivery (or other transmission in accordance with the depositary’s procedure) of any notice of redemption at least 10 days but not more than 60 days before the redemption date to each Holder of the Securities to be redeemed pursuant to this Section, the relevant Issuer shall deliver to the Trustee and the Paying Agent and the relevant Agent giving the notice (i) an Opinion of an independent legal adviser of recognized standing in the relevant jurisdiction to the effect that the relevant Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the relevant Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee and Paying Agent and the relevant Agent giving the notice shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

If (1) the relevant Issuer or any Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased all or substantially all of its properties and assets to, any Successor Person that is incorporated, organized or resident (or deemed resident for tax purposes) under the laws of any jurisdiction other than the jurisdiction in which the relevant Issuer or any Guarantor is incorporated, organized or resident (or deemed resident for tax purposes), (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or the Guarantees thereof, which change or amendment becomes effective on or after the Succession Date,

such Successor Person would be required to pay any Additional Amounts pursuant to Section 8.1(c) hereof or the terms of any Security or the Guarantees thereof in respect of interest on any Securities on the next succeeding Interest Payment Date, and (3) such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, the relevant Issuer or such Successor Person may, at the relevant Issuer’s or such Successor Person’s option, redeem all (but not less than all) of the Securities of any series, upon not less than 30 nor more than 60 days’ written notice as provided in Section 11.2 and 11.4, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest) to, but excluding, the date fixed for redemption and Additional Amounts, if any; provided, however, that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Successor Person would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantee thereof, as the case may be, then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect.

Prior to the mailing or electronic delivery (or other transmission in accordance with the Depositary’s procedure) of any notice of redemption at least 10 days but not more than 60 days before the redemption date to all Holders of Securities pursuant to this Section, the Successor Person shall deliver to the Trustee and the Paying Agent (i) an Opinion of an independent legal adviser of recognized standing in the relevant jurisdiction to the effect that such Successor Person would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, and the Trustee and the Paying Agent shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

Upon the occurrence of a Change of Control Repurchase Event (as defined below), unless the relevant Issuer has exercised its right to redeem the Securities pursuant to the relevant supplemental indenture, each holder shall have the option to require the relevant Issuer to repurchase all or any portion of its Securities (in principal amounts of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof) on the Repurchase Date (as defined below) at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the date of repurchase (subject to the right of holders of the Securities on the relevant record date to receive interest due on the relevant Interest Payment Date).

Within 30 days following the date upon the relevant Issuer becoming aware that a Change of Control Repurchase Event has occurred or, at the relevant Issuer’s option, prior to any Change of Control Repurchase Event (as defined below), but after the public announcement of an impending Change of Control Repurchase Event, the relevant Issuer shall deliver or cause to be delivered a notice of such Change of Control Repurchase Event electronically in accordance with the applicable DTC procedures, with a copy to the Trustee and the Agents, and the Issuer shall, and at any time upon the Registrar having actual knowledge, the Registrar may, and if so requested by the holders of at least 25% of the aggregate principal amount of the Securities then outstanding, shall (subject in each case to the Registrar being indemnified and/or secured to its satisfaction), give notice (a “Change of Control Repurchase Event Notice”) to the holders specifying the nature of the Change of Control Repurchase Event and the procedure for exercising the holders’ repurchase option.

To exercise the option to require the repurchase of a Security following the occurrence of a Change of Control Repurchase Event the holder of the Security must deliver such Security, on any Business Day during the period beginning no earlier than 10 days from the date on which the Change of Control Repurchase Event Notice is given and ending 60 days from the date such notice is given (the “Repurchase Period”), at the specified office of the Paying Agent, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) which shall be provided with the Change of Control Repurchase Event Notice (a “Change of Control Repurchase Notice”). A Change of Control Repurchase Notice, once given, shall be irrevocable unless the relevant Issuer elects to permit revocations. All Securities submitted for repurchase shall be purchased by the relevant Issuer on the date that is 3 Business Days after the expiration of the Repurchase Period (the “Repurchase Date”).

On the Repurchase Date, the relevant Issuer will:

The Paying Agent will promptly mail to each holder of Securities properly tendered the repurchase price for the Securities, and the Authenticating Agent will promptly authenticate and mail (or cause to be transferred by book- entry) to each holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Security will be in a principal amount of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof.

The relevant Issuer will comply with the requirements of Rule l 4e-l under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the relevant Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

The relevant Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by such Issuer, and such third party purchases all notes properly tendered and not withdrawn under its offer.

The Trustee and Paying Agent are each under no obligation to ascertain whether a Change of Control Repurchase Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Repurchase Event or Change of Control has occurred and, until the Trustee or the Paying Agent, as applicable, shall have actual knowledge or written notice pursuant to this Indenture to the contrary, the Trustee or the Paying Agent, as applicable, may assume that no Change of Control Repurchase Event or Change of Control (as defined below) or other such event has occurred.

A “Change of Control” means the occurrence of any of the following:

(each of the events set forth in clauses (a), (b) and (c), a “Change of Control”).

A “below investment grade rating event” means at the time of the occurrence of a Change of Control, (i) the Securities carry an Investment Grade credit rating from at least three Rating Agencies and such ratings from at least two Rating Agencies are, within a period ending 120 days after announcement of the Change of Control having occurred (or such longer period as the Securities are under consideration, announced publicly within such 120-day period, for rating review), each downgraded to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse), or (ii) the Securities carry an Investment Grade credit rating from one or two Rating Agencies and any such rating is, within a period ending 120 days after announcement of the Change of Control having occurred (or such longer period as the Securities are under consideration, announced publicly within such 120 day period, for rating review), downgraded to a non-investment grade credit rating (Bal/BB+, or equivalent, or worse), or (iii) if the Securities are rated by three Rating Agencies, the ratings of the Securities from at least two Rating Agencies are withdrawn or, if the Securities are rated by either one or two Rating Agencies at such time, any rating is withdrawn.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a below investment grade rating event with respect to the Securities.

Notwithstanding the foregoing, if at the time of the occurrence of the Change of Control the Securities carry either a non-investment grade credit rating from each Rating Agency then assigning a credit rating to the Securities or no credit rating from any Rating Agency, a Change of Control Repurchase Event will be deemed to occur upon the occurrence of a Change of Control alone.

For the purposes of the foregoing provisions, “New Parent” means any Parent Guarantor whose equity ownership is substantially the same as WPP plc or any prior Parent Guarantor immediately prior to such New Parent becoming a Parent Guarantor.

ARTICLE Twelve

Legal Defeasance and Covenant Defeasance

Section 12.2 and Section 12.3 shall apply to the Outstanding Securities of any series (a “Defeasible Series”) to the extent that the terms of such Securities established as contemplated by Section 3.1 provide for such applicability.

The relevant Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Outstanding Securities of any Defeasible Series, as provided in this Section 12.2 on and after the date the applicable conditions set forth in Section 12.4 are satisfied (hereinafter called “Defeasance”) with respect to such Securities. For this purpose, such Defeasance means that the relevant Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all their other respective obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee and the other relevant parties and Agents, at the written request and expense of the relevant Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 12.4 and as more fully set forth in such Section, payments in respect of the principal of, any premium and interest and Additional Amounts on, such Securities of such series when payments are due, (2) the relevant Issuer’s and the Guarantors’ obligations with respect to the Securities of such series under Sections 3.4, 3.5, 3.6, 10.2, 10.3, 10.7 (to the extent then unknown) and 10.12, (3) the rights (including without limitation, the rights set forth in Section 6.7), powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the relevant Issuer or the Guarantors may defease any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 12.3.

On and after the date the applicable conditions set forth in Section 12.4 are satisfied (hereinafter called “Covenant Defeasance”) with respect to the Outstanding Securities of any Defeasible Series of the relevant Issuer, pursuant to this Section 12.3, (a) the relevant Issuer and the Guarantors shall be released from their respective obligations under Sections 8.1, 10.5, 10.6, 10.9, 10.10, 10.11 and 10.13, and any covenants established as contemplated by Section 3.1 or adopted by supplemental indenture hereto under Section 9.1(b) for the benefit of the Holders of such Securities and (b) the occurrence of any event specified in Sections 5.1(c) and 5.1(d) or pursuant to Section 5.1(g) with respect to any obligations referred to in Clause (a) of this Section 12.3 shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section.

For this purpose, such Covenant Defeasance means that the relevant Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.1(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.

The following shall be the conditions to the Defeasance pursuant to Section 12.2 or the Covenant Defeasance pursuant to Section 12.3 of the Outstanding Securities of any Defeasible Series of the relevant Issuer:

As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the relevant Issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Paying Agent or other qualifying trustee (solely for purposes of this Section and Section 12.6, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 12.4 in respect of any Securities of the relevant Issuer shall be held in trust and applied by the Paying Agent, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through the Paying Agent (or the relevant Issuer or any Guarantor if the relevant Issuer or a Guarantor shall then be acting as its own or their own Paying Agent) as the Trustee may determine (in making any such determination, the Trustee shall, among other things, be entitled to conclusively rely on information provided by the Registrar and/or on information in the Security Register), to the Holders of such Securities, of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The relevant Issuer or the Guarantors, as the case may be, shall pay and indemnify the Trustee and the Paying Agent against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 12.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Notwithstanding anything in this Article to the contrary, the Paying Agent shall deliver or pay to the relevant Issuer or the Guarantors, as the case may be, from time to time upon an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 12.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and Paying Agent, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities of the relevant Issuer by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the relevant Issuer and the Guarantors have been discharged or released pursuant to Section 12.2 or 12.3 shall be revived and reinstated, as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or such Paying Agent is permitted to apply all money held in trust pursuant to Section 12.5 with respect to such Securities in accordance with this Article; provided, however, that if the relevant Issuer or any Guarantor makes any payment of principal of, premium, if any, or interest on any such Security following such reinstatement of its obligations, the relevant Issuer or such Guarantor shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE Thirteen

Guarantee of Securities

Each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security of each series issued by the relevant Issuer that has been authenticated and delivered by the Authenticating Agent and/or Trustee, as applicable, and to the Trustee and the Agents, the full and punctual payment of the principal of and any premium and interest on such Security (and any Additional Amounts payable in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, call for repurchase or otherwise, and any other amounts due under this Indenture, all in accordance with the terms of such Security and of this Indenture. Each Guarantee is a direct, unsubordinated and unsecured obligation of such Guarantor and ranks pari passu with all other unsubordinated and unsecured obligations of such Guarantor. Each Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification or indulgence granted to the relevant Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantee; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof.

Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the relevant Issuer, any right to require a proceeding first against the relevant Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 8.2 or Article Twelve. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby.

Each Guarantor shall be subrogated to all rights of each Holder of Securities against the relevant Issuer in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of this Guarantee; provided, however, that such Guarantor shall not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full.

No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantee set forth in this Section 13.1 by reason of his or its status as such stockholder, officer, director, employee or incorporator.

To further evidence a Guarantee set forth in Section 13.1, each Guarantor hereby agrees that this Indenture, or a supplemental indenture hereto, shall be executed by either manual or facsimile signature of an Officer of such Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.1 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture, or an indenture supplemental hereto, no longer holds that office at the time the Trustee (and/or Authenticating Agent) authenticates the Securities or at any time thereafter, such Guarantor’s Guarantee (pursuant to this Indenture) of such Security shall be valid nevertheless.

The delivery of the Securities of any series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of such Guarantor.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the day and year first above written.

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