Exhibit 1

Unilever Capital Corporation
Unilever Finance Netherlands B.V.

Unilever United States, Inc.
Unilever PLC

Guaranteed Debt Securities

UNDERWRITING AGREEMENT

[                            ]

[                    ], 2023

Ladies and Gentlemen:

From time to time either Unilever Capital Corporation (“UCC”), a corporation organized under the laws of the State of Delaware, or Unilever Finance Netherlands B.V. (“UFN”), a corporation organized under the laws of the Netherlands with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands, as issuer (the “Issuer”) and Unilever United States, Inc. (“UNUS”), a corporation organized under the laws of the State of Delaware, and Unilever PLC, a company organized under the laws of and registered in England, as joint and several guarantors (together, the “Guarantors”), propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of the Issuer’s guaranteed debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to the Pricing Agreement and including the guarantees thereon the “Designated Securities”), less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may be specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, any Designated Securities to be covered by Delayed Delivery Contracts being herein sometimes referred to as “Contract Securities” and the Designated Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) being herein sometimes referred to as “Underwriters’ Securities”). The Securities are to be unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, and interest jointly and severally by the Guarantors.

The terms and rights of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement.

1.            Particular sales of Designated Securities may be made to the Underwriters of such Securities, for whom the firm or firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). This Underwriting Agreement shall not be construed as an obligation of UCC, UFN, Unilever PLC, or UNUS to sell any of the Securities (including the Guarantees) to any of the Underwriters or as an obligation of any of the Underwriters to purchase the Securities (including the Guarantees). The obligation of UCC, UFN, Unilever PLC and UNUS to issue and sell any of the Securities (including the Guarantees) and the obligation of any of the Underwriters to purchase any of the Securities (including the Guarantees) shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the issuer of such Designated Securities (whether UCC or UFN), the aggregate principal amount of such Designated Securities, the public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the principal amount of such Designated Securities to be purchased by each Underwriter and whether any of such Designated Securities shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof) and the commission payable to the Underwriters with respect thereto, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. Each Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2.            UCC, UFN, Unilever PLC and UNUS jointly and severally represent and warrant to, and agree with, each of the Underwriters that:

(a)            The registration statement on Form F-3 (File No.                       ) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”); such registration statement as most recently amended, and any registration statement filed in accordance with Rule 462(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the “Act”), each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statements, but including all documents incorporated by reference in the prospectus contained in the latest such registration statement, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form in accordance with Rule 462(b) under the Act or has become effective upon filing pursuant to Rule 462(c) under the Act; no other document with respect to such registration statements or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of any such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and all documents incorporated by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Act or otherwise but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 2(c)) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form F-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Exchange Act, and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of UCC, UFN, Unilever PLC or UNUS filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”;

(b)            No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission;

(c)            For the purposes of this Agreement, the “Applicable Time” is as set forth in Schedule II to the Pricing Agreement on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed in the relevant Pricing Agreement does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to UCC, UFN, Unilever PLC or UNUS by an Underwriter of Designated Securities through the Representatives expressly for use therein;

(d)            The documents incorporated by reference in the Pricing Prospectus and the Prospectus when they became effective or were filed with the Commission conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to UCC, UFN, Unilever PLC or UNUS by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus relating to such Securities and such Guarantees;

(e)            The Registration Statement, each Preliminary Prospectus and the Prospectus conform, and any further amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to UCC, UFN, Unilever PLC or UNUS by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus relating to such Securities and such Guarantees;

(f)            Neither UCC, UFN, Unilever PLC, UNUS nor any of their subsidiaries has sustained since the date of the latest audited consolidated financial statements of Unilever PLC included or incorporated by reference in the Pricing Prospectus any material loss or interference with any of their businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which loss or interference is material to the business of Unilever PLC and its consolidated subsidiaries considered as a whole; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the share capital (other than issuances of capital stock pursuant to employee plans or upon conversions of convertible securities which were outstanding on the date of the latest consolidated financial statements included or incorporated by reference in the Pricing Prospectus) or any change in excess of five percent (before the effect of currency translation) in the long-term debt of Unilever PLC and its consolidated subsidiaries considered as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of Unilever PLC and its consolidated subsidiaries, considered as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g)            Each of UFN, Unilever PLC, UCC and UNUS has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus;

(h)            All of the issued shares of capital stock of UCC and UFN have been duly and validly authorized and issued and are fully paid and non-assessable;

(i)            Unilever PLC has the authorized capitalization as set forth in the Pricing Prospectus;

(j)            The Securities have been duly authorized, and, when Designated Securities are issued, delivered and paid for pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities and, in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Guarantees have been duly authorized, and, upon due execution, authentication and delivery of Designated Securities and the placement of the Guarantees thereon, such Guarantees will have been duly executed, issued and delivered and will constitute valid and binding obligations of the Guarantors entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by UCC, UFN, Unilever PLC and UNUS, and at the Time of Delivery (as defined in Section 4 hereof) the Indenture will be duly qualified under the Trust Indenture Act and will constitute a valid and legally binding instrument enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities, the Guarantees and the Indenture conform, and the Designated Securities will conform, to the descriptions thereof in the Pricing Disclosure Package and the Prospectus with respect to such Designated Securities;

(k)            In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized by the applicable Issuer and, when executed and delivered by the applicable Issuer and the institutional purchaser named therein, will constitute a valid and legally binding agreement of such Issuer enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and any Delayed Delivery Contracts will conform to the description thereof in the Pricing Disclosure Package and the Prospectus;

(l)            The issue and sale of the Securities and the Guarantees, and the compliance by UCC, UFN, Unilever PLC and UNUS with all of the provisions of the Securities, the Guarantees, the Indenture, each of the Delayed Delivery Contracts, if any, this Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which UCC, UFN, Unilever PLC or UNUS is a party or by which UCC, UFN, Unilever PLC or UNUS is bound or to which any of the property or assets of UCC, UFN, Unilever PLC or UNUS or any of their Restricted Subsidiaries (as defined in the Indenture) is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, or the bylaws of UCC or of UNUS, or the Articles of Association, as amended, of UFN or the Memorandum and Articles of Association, as amended, of Unilever PLC, or any statute or any order, rule or regulation of any court or governmental agency or body (“Governmental Agency”) having jurisdiction over UCC, UFN, Unilever PLC or UNUS or any of their properties; and no consent, approval, authorization, order, registration or qualification (“Governmental Authorization”) of or with any Governmental Agency is required for the issue and sale of the Securities and the Guarantees, or the consummation by UCC, UFN, Unilever PLC or UNUS of the transactions contemplated by this Agreement or any Pricing Agreement or the Indenture or any Delayed Delivery Contract except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such Governmental Authorization as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities and the Guarantees by the Underwriters;

(m)            There are no legal or governmental proceedings pending to which UCC, UFN, Unilever PLC or UNUS or any of their subsidiaries is a party or of which any property of UCC, UFN, Unilever PLC or UNUS or any of their subsidiaries is the subject, other than as set forth in the Pricing Prospectus and other than litigation incident to the kind of business conducted by UCC, UFN, Unilever PLC or UNUS or such subsidiaries which would individually or in the aggregate have a material adverse effect on the financial position, shareholders’ equity or results of operations of Unilever PLC and its consolidated subsidiaries considered as a whole, and, to the best of UCC’s, UFN’s, Unilever PLC’s and UNUS’s knowledge, no such proceedings are threatened or contemplated by any Governmental Agency or threatened by others;

(n)            UFN, Unilever PLC and UNUS are exempt from the registration and other provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”); UCC is exempt from the registration and other requirements of the Investment Company Act, by reason of an order of the Commission dated December 15, 1982, issued under Section 6(c) of the Investment Company Act;

(o)            No Governmental Authorization of or with any Governmental Agency is required to effect payments of principal, premium, if any, and interest on the Securities;

(p)            No stamp or other issuance or transfer taxes or duties are payable by or on behalf of the Underwriters to the United States, the United Kingdom or the Netherlands or any political subdivision or taxing authority thereof in connection with the issuance, sale and delivery of the Securities and the Guarantees by the Issuer in the manner contemplated herein provided that no instrument by virtue of which the Securities are transferred or vested is executed in the United Kingdom and no such instrument executed outside the United Kingdom relates to any property in the United Kingdom or to any matter or thing done or to be done in the United Kingdom, if applicable;

(q)            KPMG LLP, who have certified certain financial statements of Unilever PLC and its consolidated subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; and

(r)            At the earliest time after the filing of the Registration Statement that UCC or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Designated Securities, the Issuer was not an “ineligible issuer” as defined in Rule 405 under the Act.

3.            Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Underwriters’ Securities, the several Underwriters propose to offer such Underwriters’ Securities for sale upon the terms and conditions set forth in the Prospectus.

An Issuer may specify in Schedule II to the Pricing Agreement applicable to any Designated Securities that the Underwriters are authorized to solicit offers to purchase Designated Securities from such Issuer pursuant to delayed delivery contracts (herein called “Delayed Delivery Contracts”), substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and such Issuer may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor such Issuer will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery, such commission, if any as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, if any, are to be with institutional investors of the types mentioned under the caption “Delayed Delivery Arrangements” in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.

The principal amount of Contract Securities to be deducted from the principal amount of Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the principal amount of Contract Securities which the Issuer has been advised by the Representatives have been attributed to such Underwriter, provided that, if such Issuer has not been so advised, the amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the total principal amount of the Designated Securities (rounded as the Representatives may determine to the nearest $1,000 principal amount). The total principal amount of Underwriters’ Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total principal amount of Designated Securities set forth in Schedule I to such Pricing Agreement less the principal amount of the Contract Securities. The Issuer will deliver to the Representatives not later than 3:30 p.m., New York time, on the fourth business day preceding the Time of Delivery specified in the applicable Pricing Agreement (or such other time and date as the Representatives and such Issuer may agree upon in writing) a written notice setting forth the principal amount of Contract Securities.

4.            Underwriters’ Securities to be purchased by each Underwriter pursuant to the Pricing Agreement, in definitive form to the extent practicable and with the Guarantees placed thereon, and in such authorized denominations and registered in such names as the Representatives may request upon at least 48 hours’ prior notice to the applicable Issuer, shall be delivered by or on behalf of such Issuer to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer payable to the order of such Issuer in the funds specified in such Pricing Agreement all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and such Issuer may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities.

Concurrently with the delivery of and payment for the Underwriters’ Securities, the Issuer will deliver to the Representatives for the accounts of the Underwriters a wire transfer to the order of the party designated in the Pricing Agreement relating to such Securities in the amount of any compensation payable by such Issuer to the Underwriters in respect of any Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing Agreement relating to such Securities.

5.            Each of UCC, UFN, Unilever PLC and UNUS agrees with each of the Underwriters of any Designated Securities:

(a)            To prepare the Prospectus in relation to the applicable Designated Securities in a form reasonably satisfactory to the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus after the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be reasonably disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports required to be filed by UCC, UFN, Unilever PLC and UNUS with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)) is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed with the Commission, or mailed for filing; to prepare a final term sheet, containing solely a description of the Designated Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Issuer with the Commission pursuant to Rule 433(d) under the Act; to advise the Representatives promptly of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or prospectus relating to the Securities or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order;

(b)            Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such United States jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith neither UCC, UFN, Unilever PLC nor UNUS shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)            To furnish the Underwriters with copies of the Prospectus in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)) is required at any time in connection with the offering or sale of such Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a)) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(d)            To make generally available to the respective security holders as soon as practicable, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) and of the post-effective amendment thereto hereinafter referred to, an earnings statement of Unilever PLC and its subsidiaries (which need not be audited) complying with Section 11 (a) of the Act and the rules and regulations of the Commission thereunder; and

(e)            During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the later of (i) the termination of trading restrictions on such Designated Securities, as notified to UCC, UFN, Unilever PLC and UNUS by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any United States dollar-denominated debt securities of UCC, UFN, Unilever PLC or UNUS, or guaranteed by any or all the Guarantors, which debt securities mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld.

6.

(i)      the Issuer represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Designated Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;

(ii)            each Underwriter represents and agrees that, without the prior consent of the Issuer and the Representatives, other than one or more term sheets relating to the Designated Securities containing customary information and conveyed to purchasers of Designated Securities, it has not made and will not make any offer relating to the Designated Securities that would constitute a free writing prospectus; and

(iii)            each Underwriter represents that any such free writing prospectus the use of which has been consented to by the Issuer and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed in the Pricing Agreement;

(b)            the Issuer has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c)            the Issuer agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to UCC, UFN, Unilever PLC or UNUS by an Underwriter through the Representatives expressly for use therein.

7.            Each of UCC, UFN, Unilever PLC and UNUS covenants and agrees with the several Underwriters that UCC, UFN, Unilever PLC and UNUS will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the counsel and accountants of UCC, UFN, Unilever PLC and UNUS in connection with the registration of the Securities and the Guarantees under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering copies thereof to the Underwriters and dealers; (ii) the cost of printing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Delayed Delivery Contracts, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities and the Guarantees, (iii) all expenses in connection with the qualification of the Securities and the Guarantees for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys, (iv) any fees charged by securities rating services for rating the Securities and the Guarantees; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities and the Guarantees; (vi) the cost of preparing the Securities and the Guarantees and the delivery of the Securities and the Guarantees to the Underwriters, including capital tax, if any, payable on issuance of the Securities and the Guarantees; (vii) to the Representatives for the account of the Underwriters, the amount, if any, set forth in the Pricing Agreement in lieu of reimbursement of the out-of-pocket expenses incurred by the Underwriters in connection with the transactions contemplated hereby; (viii) any fees and expenses in connection with any listing of the Securities and the Guarantees on the New York Stock Exchange, Inc. [or any other exchange]; (ix) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities and the Guarantees; and (x) all other costs and expenses incident to the performance of its obligations hereunder and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities (including the Guarantees) by them, and any advertising expenses connected with any offers they may make.

8.            The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of UCC, UFN, Unilever PLC and UNUS herein are, at and as of the Time of Delivery for such Designated Securities, true and correct, in all material respects, the condition that UCC, UFN, Unilever PLC and UNUS shall have performed, in all material respects, all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)            The Pricing Prospectus and the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) of this Agreement; any registration statement filed in accordance with Rule 462(b) under the Act shall have become effective; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Issuer pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus and the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction.

(b)            [                    ], United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the incorporation of the Issuer, the validity of the Indenture, the Designated Securities, the Guarantees, the Delayed Delivery Contracts, if any, the Registration Statement, the Pricing Disclosure Package, the Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters (such counsel being entitled to state that they have assumed that any document referred to in their opinion and executed by or on behalf of (i) Unilever PLC has been duly authorized, executed and delivered pursuant to English law, and being entitled to rely, as to all matters of English law, upon the opinions of English counsel described in paragraph (c) of Section 8, and (ii) UFN has been duly authorized, executed and delivered pursuant to Dutch law, and being entitled to rely, as to all matters of law of the Netherlands, upon the opinions of Dutch counsel described in paragraph (c) of Section 8).

(c)            Linklaters LLP, counsel for UCC, UFN, Unilever PLC and UNUS as to United States, English and Dutch law, shall have furnished to the Representatives their written opinions, dated the Time of Delivery for such Designated Securities, substantially in the forms attached as Exhibits A, B and C, respectively.

(d)            On the date of the Pricing Agreement for such Designated Securities (if different from such date of effectiveness) at a time prior to the execution of the Pricing Agreement with respect to the Designated Securities and at the Time of Delivery for such Designated Securities, the independent accountants of the Guarantors who have certified the financial statements of the Guarantors and their subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter, dated the effective date of the Registration Statement or the date of the most recent report filed with the Commission containing financial statements and incorporated by reference in the Registration Statement, if the date of such report is later than such effective date, and a letter dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in form and substance reasonably satisfactory to the Representatives and KPMG LLP.

(e)            (1) Neither UCC, UFN, Unilever PLC nor UNUS nor any of their subsidiaries shall have sustained since the date of the latest audited consolidated financial statements of Unilever PLC included or incorporated by reference in the Pricing Prospectus prior to the date of the Pricing Agreement relating to the Designated Securities any loss or interference with any of their businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which loss or interference is material to the business of Unilever PLC and its consolidated subsidiaries considered as a whole; and (2) since the respective dates as of which information is given in the Pricing Prospectus prior to the date of the Pricing Agreement relating to the Designated Securities there shall not have been any change in the share capital (other than issuances of capital stock upon conversions of convertible securities, in each case which were outstanding on the date of the latest consolidated financial statements included or incorporated by reference in the Prospectus) or any change in excess of five percent (before the effect of currency translation) in the long-term debt of Unilever PLC and its consolidated subsidiaries considered as a whole, or any adverse change, or any development involving a prospective adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of Unilever PLC and its consolidated subsidiaries, considered as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus prior to the date of the Pricing Agreement relating to the Designated Securities, the effect of which in any such case described in Clause (1) or (2), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities (including the Guarantees) on the terms and in the manner contemplated in the Pricing Prospectus prior to the date of the Pricing Agreement relating to the Designated Securities.

(f)            On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the senior debt securities of any of UCC, UFN, Unilever PLC or UNUS by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436 (g) (2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the senior debt securities of any of UCC, UFN, Unilever PLC or UNUS

(g)            On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., the London Stock Exchange or Euronext Amsterdam; (ii) a suspension or material limitation in trading in Unilever PLC’s securities on the New York Stock Exchange, Inc., the London Stock Exchange or Euronext Amsterdam; (iv) a general moratorium on commercial banking activities in New York declared by the relevant authorities; (v) a change or development involving a prospective change in United States, United Kingdom or Dutch taxation affecting the Designated Securities or the Guarantees or the transfer thereof or the imposition of exchange controls by the United States or the United Kingdom or the Netherlands; or (vi) the outbreak or escalation of hostilities involving the United States, the United Kingdom or the Netherlands or engagement by the United States, the United Kingdom or the Netherlands in hostilities which have resulted in the declaration, on or after the date of such Pricing Agreement, of a national emergency or war or other calamity or crisis, if the effect of any such event specified in Clause (v) or (vi) hereof in the reasonable judgment of the Representatives, after consultation with the Guarantors, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities (including the Guarantees) on the terms and in the manner contemplated in the Pricing Prospectus.

(h)            The Issuer and the Guarantors shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Issuer and the Guarantors reasonably satisfactory to the Representatives as to the accuracy, in all material respects, of the representations and warranties of the Issuer and the Guarantors herein at and as of such Time of Delivery, as to the performance by the Issuer and the Guarantors, in all material respects, of all their obligations hereunder to be performed at or prior to such Time of Delivery, and as to the matters set forth in subsections (a) and (f) and as to such other matters as the Representatives may reasonably request.

9.

(a)      Each of UCC, UFN, Unilever PLC and UNUS will jointly and severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Basic Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that each of UCC, UFN, Unilever PLC and UNUS shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such document in reliance upon and in conformity with written information furnished to UCC, UFN, Unilever PLC or UNUS by any Underwriter of Designated Securities through the Representatives expressly for use therein as specified in the Pricing Agreement.

(b)            Each Underwriter, severally and not jointly, will indemnify and hold harmless each of UCC, UFN, Unilever PLC, UNUS and their authorized representative in the United States (the “Authorized Representative”) against any losses, claims, damages or liabilities to which UCC, UFN, Unilever PLC, UNUS or such Authorized Representative may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Basic Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance upon and in conformity with written information furnished to UCC, UFN, Unilever PLC and UNUS by such Underwriter through the Representatives expressly for use therein as specified in the Pricing Agreement; and will reimburse UCC, UFN, Unilever PLC and UNUS or such Authorized Representative for any legal or other expenses reasonably incurred by the applicable party in connection with investigating or defending any such action or claim.

(c)            Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)            If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless a party entitled to indemnification under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by UCC, UFN, Unilever PLC and UNUS on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities (including the Guarantees) to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of UCC, UFN, Unilever PLC and UNUS on the one hand and the Underwriters of the Designated Securities on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by UCC, UFN, Unilever PLC and UNUS on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by UCC, UFN, Unilever PLC and UNUS bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by UCC, UFN, Unilever PLC or UNUS on the one hand or such Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each of UCC, UFN, Unilever PLC and UNUS and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e)            The obligations of each of UCC, UFN, Unilever PLC and UNUS under this Section 9 shall be in addition to any liability which each of UCC, UFN, Unilever PLC and UNUS may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of UCC, UFN, Unilever PLC or UNUS and to each person, if any, who controls UCC, UFN, Unilever PLC or UNUS within the meaning of the Act.

10.

(a)      If any Underwriter shall default in its obligation to purchase the Underwriters’ Securities which it has agreed to purchase under the Pricing Agreement relating to such Underwriters’ Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within 36 hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the relevant Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify such Issuer that they have so arranged for the purchase of such Designated Securities, or such Issuer notifies the Representatives that such Issuer has so arranged for the purchase of such Designated Securities, the Representatives or such Issuer shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and such Issuer and the Guarantors agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the reasonable opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b)            If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the relevant Issuer as provided in subsection (a) above, the aggregate principal amount of such Underwriters’ Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then such Issuer shall have the right to require each nondefaulting Underwriter to purchase the principal amount of Underwriters’ Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each nondefaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Underwriters’ Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c)            If, after giving effect to any arrangements for the purchase of the Underwriters’ Securities of a defaulting Underwriter or Underwriters by the Representatives and the relevant Issuer as provided in subsection (a) above, the aggregate principal amount of Underwriters’ Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities as referred to in subsection (b) above, or if such Issuer shall not exercise the right described in subsection (b) above to require nondefaulting Underwriters to purchase Underwriters’ Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any nondefaulting Underwriter or the relevant Issuer or the Guarantors, except for the expenses to be borne by the Issuer, the Guarantors, and the Underwriters, as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11.            The respective indemnities, agreements, representations, warranties and other statements of each of UCC, UFN, Unilever PLC and UNUS and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or UCC, UFN, Unilever PLC or UNUS or any officer or director or controlling person of UCC, UFN, Unilever PLC or UNUS, and shall survive delivery of and payment for the Securities.

12.            If any Pricing Agreement shall be terminated pursuant to Section 10 hereof, neither the relevant Issuer nor the Guarantors shall then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 7 and Section 9 hereof; but, if for any other reason Underwriters’ Securities are not delivered by or on behalf of the relevant Issuer and the Guarantors as provided herein, the relevant Issuer and the Guarantors will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but such Issuer and the Guarantors shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 7 and Section 9 hereof.

13.            In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives.

All statements, requests, notices and agreements hereunder shall be in writing and:

(a)            if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement;

(b)            if to UCC, UFN, Unilever PLC or UNUS shall be delivered or sent by mail, telex or facsimile transmission to the address, respectively, of UCC, UFN, Unilever PLC or UNUS set forth in the Registration Statement, Attention: Secretary.

14.            This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, UCC, UFN, Unilever PLC and UNUS and, to the extent provided in Section 9 hereof, the Authorized Representative in the United States of UFN and Unilever PLC, the officers and directors of UCC, UFN, Unilever PLC and UNUS and each person who controls UCC, UFN, Unilever PLC and UNUS or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15.            Each of UCC, UFN, Unilever PLC and UNUS irrevocably (i) agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement may be instituted in any State or Federal court in the Borough of Manhattan, the City and State of New York, (ii) for purposes of this Agreement only, waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding, and (iii) for purposes of this Agreement only, submits to the jurisdiction of such courts in any suit, action or proceeding provided that the submission to jurisdiction on the part of UFN and Unilever PLC as provided in clause (iii) above in connection with any action or proceeding arising from this Agreement shall not be construed as a submission to the general jurisdiction of such courts. UCC and UNUS have each appointed [                              ] as their authorized agent and Unilever PLC and UFN hereby appoint UNUS as their authorized agent (collectively, the “Authorized Agents”) upon which process may be served in any action based on this Agreement which may be instituted in any State or Federal court in the City and State of New York by any Underwriter, or any person who controls any Underwriter, and expressly consents to the jurisdiction of any such court in respect of such action and waives any other requirements of or objections to personal jurisdiction with respect thereto. UCC, UFN, Unilever PLC and UNUS shall have the right to appoint, at any time, a different Authorized Agent for service of process reasonably acceptable to the Representatives. UCC, UFN, Unilever PLC and UNUS represent and warrant that each Authorized Agent has agreed to act as said agent for service of process, and UCC, UFN, Unilever PLC and UNUS agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointments in full force and effect as aforesaid. Service of process upon the appropriate Authorized Agent and written notice of such service to UCC, UFN, Unilever PLC or UNUS (mailed or delivered to their respective addresses as aforesaid), as the case may be, shall be deemed, in every respect, with respect to the aforementioned courts, effective service of process upon UCC, UFN, Unilever PLC or UNUS. Notwithstanding the foregoing, any action based on this Agreement may be instituted by any Underwriter in any competent court (a) against Unilever PLC in England or (b) against UFN in the Netherlands.

16.            Time shall be of the essence for each Pricing Agreement. As used herein the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17.            This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Agreement and of each Pricing Agreement shall be governed by the respective jurisdictions of organization of each of the parties hereto and thereto.

18.            Any provision of this Agreement and each Pricing Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder or under each Pricing Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein or in each Pricing Agreement shall be cumulative and, except as otherwise provided herein or therein, shall not be exclusive of any rights or remedies provided by law.

19.            The provisions of this Agreement and each Pricing Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof or thereof. If any provision of this Agreement or each Pricing Agreement, as the case may be, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement or each Pricing Agreement, as the case may be, and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

20.            This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

21.            UCC, UFN, Unilever PLC and UNUS each acknowledges and agrees that (i) the purchase and sale of the Designated Securities pursuant to this Agreement is an arm’s-length commercial transaction between each of them, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of any of them, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of them with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of them on other matters) or any other obligation to any of them except the obligations expressly set forth in this Agreement and (iv) each of them has consulted its own legal and financial advisors to the extent it deemed appropriate. UCC, UFN, Unilever PLC and UNUS each agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of them, in connection with such transaction or the process leading thereto.

In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including UCC and the Guarantors, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof.

Very truly yours,

Annex I

[FORM OF]

PRICING AGREEMENT

[REPRESENTATIVES]

[ADDRESSES]

As Representatives of the several

Underwriters named in Schedule I hereto,

[DATE]

Ladies and Gentlemen:

[Unilever Capital Corporation, a corporation organized under the laws of the State of Delaware,] [Unilever Finance Netherlands B.V., a corporation organized under the laws of the Netherlands with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands,] (the “Company” or the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated [          ] (the “Underwriting Agreement”), among the Issuer, Unilever United States, Inc. (“UNUS”), a corporation organized under the laws of the State of Delaware, and Unilever PLC, a company organized under the laws of and registered in England, (together with UNUS, the “Guarantors”), on the one hand, and [          ] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). The Designated Securities are to be unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, and interest jointly and severally by the Guarantors.

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty set forth in Section 2 of the Underwriting Agreement with respect to the Prospectus or the information contained in the Prospectus shall be deemed to be a representation or warranty thereof (a) as of the date of the Underwriting Agreement with respect to the Prospectus (as therein defined), and also (b) as of the date of this Pricing Agreement with respect to the Prospectus relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

A supplement to the Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

[Solely for the purposes of the requirements of Article 9(8) of the Product Governance Rules under EU Delegated Directive 2017/593, as amended, (the “MiFID Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the MiFID Product Governance Rules: (a) [          ] (the “Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the MiFID Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Prospectus, the Prospectus Supplement and any announcements in connection with the Designated Securities; and (b) each of the Issuer and the Guarantors notes the application of the MiFID Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Designated Securities by the Manufacturer and the related information set out in the Prospectus, the Prospectus Supplement and any announcements in connection with the Designated Securities.]

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Issuer and the Guarantors. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Issuer and the Guarantors upon request.

Recognition of the U.S. Special Resolution Regimes

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of the Underwriting Agreement or this Pricing Agreement, and any interest and obligation in or under the Underwriting Agreement or this Pricing Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if each of the Underwriting Agreement and this Pricing Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Underwriting Agreement and this Pricing Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Underwriting Agreement and this Pricing Agreement were governed by the laws of the United States or a state of the United States.

For purposes of the foregoing, the following definitions apply:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Very truly yours,

SCHEDULE I

SCHEDULE II

Issuer: [UCC] [UFN] (the “Issuer”)

Title of Designated Securities:

[          ]% Senior Notes due [          ]

Aggregate principal amount:

[          ]

Price to Public:

[          ]% of the principal amount of the Designated Securities, plus accrued interest, if any, from [          ] to the Time of Delivery.

Purchase Price by Underwriters:

[          ]% of the principal amount of the Designated Securities plus accrued interest from [          ] to the Time of Delivery.

Applicable Time:

[          ] a.m./p.m. (Eastern Daylight Time)

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.

Indenture:

Amended and Restated Indenture, dated as of July 26, 2023 among UCC, UFN, Unilever PLC and UNUS and The Bank of New York Mellon, as Trustee (the “Indenture”).

Maturity:

[          ]

Interest Rate:

[          ]

Interest Payment Dates:

[          ] and [          ] of each year, commencing [          ]

Redemption Provisions:

The Designated Securities may be redeemed, at the election of the Issuer, in whole at any time or in part from time to time at a redemption price equal to any accrued and unpaid interest thereon to the redemption date, plus the greater of (a) the principal amount thereof or (b) an amount equal to the Discounted Remaining Payments (as defined in the Prospectus Supplement under the heading “Description of the Notes”).

The Issuer has the option to redeem the Designated Securities in whole but not in part, at any time at the principal amount of the Designated Securities plus accrued interest to the redemption date in the event of certain changes in United States, United Kingdom or Netherlands tax laws after the date of the Prospectus Supplement, as described in the Indenture.

Sinking Fund Provisions:

[                              ]

Subordination Provisions:

[                              ]

Conversion Provisions:

[                              ]

Defeasance Provisions:

As described in the Indenture

Time of Delivery:

[          ]

Closing Location:

New York

Funds in which payment to be made by Underwriters:

Same day funds

Delayed Delivery:

None

Listing:

None

Approved Free Writing Prospectuses for purposes of Section 6(a)(iii):

Final Term Sheet dated [          ], as filed pursuant to Rule 433, in the form attached hereto.

[ATTACH TERM SHEET]

Exhibit 4(a)

TABLE OF CONTENTS¹

 

ARTICLE I
Definitions and Other Provisions of General Application
SECTION 1.01.	Definitions:	12
	Act	12
	Affiliate	12
	Attributable Debt	12
	Authenticating Agent	12
	Authorized Newspaper	13
	Board of Directors	13
	Board Resolution	13
	Business Day	13
	Capital Employed	13
	Commission	13
	Corporate Trust Office	13
	corporation	13
	Coupon or Coupons	13
	Debt	13

¹    NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, amended and restated as of July 26, 2023, among UNILEVER CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (herein called "UCC"), having its principal office at 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632; UNILEVER FINANCE NETHERLANDS B.V., a corporation organized under the laws of the Netherlands (herein called "UFN"), with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands, having its registered office at Weena 455, Rotterdam 3013 AL, the Netherlands, and registered with the Trade Register of the Dutch Chamber of Commerce under number 81003889; UNILEVER PLC, a company organized under the laws of and registered in England (herein called "Unilever PLC"), having its registered office at Unilever House, 100 Victoria Embankment, Blackfriars, London EC4Y 0DY, England; UNILEVER UNITED STATES INC., a corporation organized under the laws of the State of Delaware (herein called "UNUS"), having its principal office at 700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 (UNUS herein called individually a "Guarantor" and, with Unilever PLC, collectively, the "Guarantors"); and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the "Trustee"), having its Corporate Trust Office at 240 Greenwich Street, Floor 7 West, New York, New York 10286.

RECITALS OF UCC, UFN, UNILEVER PLC and UNUS

UCC, Unilever N.V., a corporation formerly organized under the laws of Netherlands (herein called “Unilever N.V.”), Unilever PLC and UNUS have been parties to an amended and restated Indenture dated as of September 22, 2014, pursuant to which UCC has issued, and may from time to time issue, unsecured debentures, notes or other evidences of indebtedness (herein called the "Debt Securities"), to be issued in one or more series by any of UCC, in registered form without coupons or in bearer form with interest coupons attached (except in the case of Debt Securities that do not pay current interest), the amount and terms of each such series to be determined as hereinafter provided. The Indenture was supplemented by the first supplemental indenture dated as of November 30, 2020 (the “First Supplemental Indenture”), pursuant to which Unilever PLC assumed the rights and obligations of Unilever N.V. as an issuer and guarantor under the Indenture following the cross-border merger in which Unilever N.V. was merged into Unilever PLC and thereafter ceased to exist (“Unification”). This Indenture was amended and restated on July 26, 2023, pursuant to Section 9.01 below to add UFN as an issuer thereunder and make certain conforming changes throughout, such action not adversely affecting the interest of the Holders of Debt Securities, or holder of Coupons of any series in any material respect.

All things necessary to make this Indenture a valid agreement of UCC, UFN, Unilever PLC and UNUS, in accordance with its terms, have been done.

RECITALS OF EACH OF THE GUARANTORS

Each Guarantor desires to make the Guarantees provided for herein.

All things necessary to make this Indenture a valid agreement of each such Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Debt Securities and holders of Coupons, as follows:

ARTICLE I

Definitions and Other Provisions
of General Application

SECTION 1.01. Definitions: For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)            the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural;

(2)            all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and

(3)            the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Articles VI, X and XIII, are defined in those Articles.

"Act", when used with respect to any Holder, has the meaning specified in Section 1.04.

"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.

“Annual Accounts of Unilever PLC” means the accounts of Unilever PLC containing financial information published annually by Unilever PLC and sent to its shareholders in accordance with the law or such other annually published similar information as may be published by Unilever PLC in substitution for the foregoing.

"Attributable Debt" means, as to any particular lease under which Unilever PLC or any Restricted Subsidiary is at any time liable as lessee and at any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the lesser of (a) the weighted average Yield to Maturity of the Outstanding Debt Securities hereunder, such average being weighted by the principal amount of the Debt Securities of each series or, in the case of Original Issue Discount Securities, such amount to be the principal amount of such Outstanding Original Issue Discount Securities that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, and (b) the interest rate inherent in such lease (as determined in good faith by Unilever PLC), both to be compounded semi-annually.

"Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Debt Securities.

"Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place or places in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London if practicable, in the United States will be The Wall Street Journal if practicable, and in the Netherlands will be Het Financieele Dagblad if practicable and if it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in any such newspapers, shall mean any publication or other notice in lieu thereof which is acceptable to the Trustee.

"Board of Directors", when used with reference to UCC, UFN, Unilever PLC or UNUS, means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of UCC, UFN, Unilever PLC or UNUS, as the case may be.

"Board Resolution", when used with reference to UCC, UFN, Unilever PLC or UNUS, means a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of UCC or of Unilever PLC or UNUS and, in the case of UFN, any person authorized under its Articles of Association so to certify, 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.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, New York, in London, England or in Rotterdam, The Netherlands are generally authorized or obligated by law or executive order to close.

"Capital Employed" means the capital and reserves, outside interests in group companies, creditors due after more than one year and provisions for liabilities and charges, as shown on the consolidated balance sheet of Unilever PLC and its Subsidiaries as published in the most recent Annual Accounts of Unilever PLC.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the United States Securities Exchange Act of 1934, as amended, 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 the Trust Indenture Act, then the body performing such duties at such time.

"Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered.

The term "corporation" includes corporations, associations, companies, joint stock companies and business trusts.

"Coupon" or "Coupons" means any interest coupon or coupons, as the case may be, appertaining to any Debt Securities.

"Debt" means any indebtedness for money borrowed.

"Debt Securities" has the meaning set forth in the first recital of UCC and Unilever PLC herein.

"Defaulted Interest" has the meaning specified in Section 3.07.

"Depository" has the meaning set forth in Section 3.12.

"Discharged" has the meaning set forth in Section 14.01.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

"endorsed" means, as to any Guarantee, to set forth on the reverse of any Debt Security.

"Event of Default" has the meaning specified in Section 5.01.

"Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

"Exchange Date" has the meaning specified in Section 3.12.

"Foreign Currency" means a currency or cash issued by the government of any country other than the United States of America or units based on or relating to such currencies (including European Currency Units) (such Units, including European Currency Units, being hereinafter referred to as "basket currencies").

"Foreign Government Securities" means with respect to Debt Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency, the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government.

"Global Security" means for any Debt Securities of a particular series, a temporary global security in bearer form without interest coupons, in such form as shall be established by or pursuant to action or the authority of the Board of Directors of UCC, UFN, Unilever PLC or UNUS, as the case may be, interests in which may be exchanged as described in Section 3.12 for Debt Securities of such series in definitive form.

"Guarantee" means any guarantee of any Guarantor endorsed on a Debt Security authenticated and delivered pursuant to this Indenture and shall include the guarantees set forth in Section 2.02.

"Guarantors" means the Persons named as "Guarantors" in the first paragraph of this Indenture until, in the case of any Guarantor, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantors" shall include such successor corporation.

"Holder" means a Person who shall at the time be the bearer of any bearer Debt Security or in whose name a registered Debt Security is registered in the Security Register.

"Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Debt Securities established pursuant to Section 3.01.

The term "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

"Interest Payment Date", when used with respect to any Debt Security or Coupon, means the Stated Maturity of an installment of interest on such Debt Security or Coupon.

"Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

"Issuer" means the issuer of any series of Debt Securities issued under this Indenture, whether UCC or UFN (until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person). Issuer shall also mean any new issuer of Debt Securities under this Indenture as contemplated by Section 9.01(1).

"Issuer Request" and "Issuer Order" mean, respectively, a written request or order delivered to the Trustee and signed in the name of UCC, UFN, Unilever PLC or UNUS by, (i) in the case of UCC or UNUS, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN, or (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary, any Assistant Secretary, or any other person thereunto duly authorized; provided that in the case of (ii) and (iii), any person signing such Issuer Request or Issuer Order shall represent that he or she is duly authorized to sign such Request or Order and The Bank of New York Mellon shall not be required to undertake any independent investigation of its own to verify such authority.

"Maturity", when used with respect to any Debt Security, means the date on which the principal of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

"Netherlands" mean the European part of the Kingdom of The Netherlands.

"Notice of Default" means a written notice of the kind specified in Section 5.01(4).

"Officer’s Certificate" means a certificate delivered to the Trustee and signed in the name of UCC, UFN, Unilever PLC or UNUS by, (i) in the case of UCC or UNUS, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN, or (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary or any Assistant Secretary or any other person thereunto duly authorized, or, (iv) in the case of a Subsidiary of Unilever PLC or UNUS (other than UCC or UFN), an officer holding similar positions. The officer signing an Officer’s Certificate given on behalf of UCC, UFN, Unilever PLC or UNUS pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of UCC, UFN, Unilever PLC or UNUS, as the case may be, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of legal advisors, reasonably acceptable to the Trustee, who may be legal advisors for UCC, UFN, Unilever PLC or UNUS, and delivered to the Trustee.

"Original Issue Discount Security" means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

"Outstanding", when used with respect to Debt Securities or any series of Debt Securities means, as of the date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture except:

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder (i) Debt Securities beneficially owned by UCC, UFN, Unilever PLC or UNUS or any other obligor upon the Debt Securities or any Affiliate of UCC, either Unilever PLC or UNUS or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so beneficially owned shall be so disregarded; provided further, however, that Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee's right so to act with respect to such Debt Securities and that the pledgee is not UCC, UFN, Unilever PLC or UNUS or any other obligor upon the Debt Securities or any Affiliate of UCC, UFN, Unilever PLC or UNUS or such other obligor, and (ii) the principal amount of an Outstanding Original Issue Discount Security that shall be deemed to be Outstanding shall be in the amount that would be due and payable as of the date of such determination upon a declaration of acceleration of maturity thereof pursuant to Section 5.02.

"Paying Agent" means any Person (which may include UCC, UFN, Unilever PLC or UNUS) authorized by UCC, UFN or Unilever PLC, as the case may be, to pay the principal of (and premium, if any) or any interest on any Debt Securities on behalf of an Issuer.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Place of Payment", when used with respect to the Debt Securities of any series, means the place or places where the principal of (and premium, if any) and any interest on the Debt Securities of that series are payable as specified pursuant to Section 3.01, or if not so specified, as specified in Section 10.02.

"Predecessor Debt Security" of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Debt Security.

"Principal Property" means any manufacturing or processing plant or warehouse located in the United States of America, the United Kingdom or Canada, owned or leased by Unilever PLC or any Restricted Subsidiary, other than (i) any such property which, in the opinion of the Board of Directors of Unilever PLC, is not of material importance to the total business conducted by Unilever PLC and its Subsidiaries and associated companies or (ii) any portion of any such property which, in the opinion of the Board of Directors of Unilever PLC, is not of material importance to the use or operation of such property.

"Redemption Date", when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

"Regular Record Date" for the interest payable on any Interest Payment Date on registered Debt Securities of any series means the date specified for that purpose pursuant to Section 3.01.

"Responsible Officer", when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers 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 who shall have direct responsibility for the administration of this Indenture.

"Restricted Subsidiary" means any Subsidiary (i) substantially all of the property of which is located, and substantially all of the operations of which are conducted, in the United States of America, the United Kingdom or Canada, and (ii) which owns or leases a Principal Property.

"Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

"Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05.

"Senior Debt" when used with reference to any Issuer or any Guarantor, means the principal of, premium, if any, and interest, if any, which is due and payable on: (a) all indebtedness of such Issuer or such Guarantor, as the case may be (other than the subordinated Debt Securities or the Guarantees appertaining thereto), whether outstanding on the date of execution of this Indenture or thereafter created, incurred or assumed, which (i) is for money borrowed, (ii) is evidenced by a note, debenture, bond or similar instrument, whether or not for money borrowed, (iii) constitutes obligations under any agreement to lease, or any lease of, any real or personal property which are required to be capitalized on the balance sheet of lessee in accordance with generally accepted United Kingdom and Dutch accounting principles applicable in the preparation of the most recent audited financial statements of such Issuer or such Guarantor or made as part of any sale and leaseback transaction to which such Issuer or such Guarantor is a party, or (iv) constitutes purchase money indebtedness; (b) any indebtedness of others of the kinds described in the preceding clause (a) for the payment of which such Issuer or such Guarantor, as the case may be, is responsible or liable as guarantor or otherwise; and (c) amendments, renewals, extensions and refunding of any such indebtedness; unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is provided that such indebtedness is subordinate to all other indebtedness of such Issuer or such Guarantor, as the case may be, or that such indebtedness is not superior in right of payment to the subordinated Debt Securities or the Guarantees; provided, however, that Senior Debt shall not be deemed to include any obligation of any Issuer or any Guarantor to any Subsidiary or to Unilever PLC.

"Special Record Date" for the payment of any Defaulted Interest in respect of registered Debt Securities means a date fixed by the Trustee pursuant to Section 3.07.

"Stated Maturity", when used with respect to any Debt Security or any installment of principal thereof or interest thereon, means the date specified in such Debt Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which the principal of such Debt Security or such installment of interest is due and payable.

"Subsidiary" means any corporation which qualifies to be included as a group company of Unilever PLC in the consolidated balance sheet of Unilever PLC and its Subsidiaries as published in the most recent Annual Accounts of Unilever PLC.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

"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 the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, "Trustee" shall mean and include each such Person; and "Trustee" as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of such series.

"Unilever PLC Shares" means fully paid ordinary shares in the capital of Unilever PLC, having (as of the date of execution and delivery of this Indenture) a par value of 3 1/9 pence each, as the same exist on the date of execution and delivery of this Indenture or as such shares may be reconstituted from time to time.

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"United States Alien" means any corporation, individual, fiduciary or partnership that is, as to the United States of America, a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership if one or more of its members is, as to the United States of America, a foreign corporation, nonresident alien individual or nonresident alien fiduciary of a foreign estate or trust.

“United States” or "United States of America" includes the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction.

"U.S. Governmental Obligations" means noncallable (i) direct obligations of the United States of America for which its full faith and credit are pledged and/or (ii) obligations 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 of the United States of America, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; 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 depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

"U.S. Person" means a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America and an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

"Vice President", when used with respect to UCC, UFN, Unilever PLC, UNUS or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president".

"Voting Stock" shall mean stock or shares, as the case may be, of any class or classes, however designated, having ordinary voting power for the election of a majority of the board of directors of a corporation, other than stock or shares, as the case may be, having such power only by reason of the happening of a contingency.

"Yield to Maturity" means the yield to maturity, calculated at the time of issuance of a series of Debt Securities or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with generally accepted financial practice in the United States of America.

SECTION 1.02.      Compliance Certificates and Opinions. Upon any application or request by UCC, UFN, Unilever PLC or UNUS, as the case may be, to the Trustee to take any action under any provision of this Indenture, UCC, UFN, Unilever PLC or UNUS, as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)            a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)            a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)            a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)            a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

SECTION 1.03.      Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of UCC, UFN, Unilever PLC or UNUS may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of UCC, UFN, Unilever PLC or UNUS, as the case may be, stating that the information with respect to such factual matters is in the possession of UCC, UFN, Unilever PLC or UNUS, as the case may be, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04.      Acts of Holders. (a)        Any request, demand, authorization, direction, notice, consent, waiver, proxy or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to UCC, UFN, Unilever PLC and UNUS. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and UCC, UFN, Unilever PLC and UNUS, if made in the manner provided in this Section.

(b)            The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner satisfactory to the Trustee.

(c)            The ownership of registered Debt Securities shall be proved by the Security Register.

(d)            The ownership of a bearer Debt Security and the principal amount and serial number of such Debt Security and the date of holding the same, may be proved by the production of such Debt Security or by a certificate executed by any trust company, bank, banker or securities dealer satisfactory to the Trustee if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated, and shall state that on the date thereof a bearer Debt Security of a particular series of a specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Debt Securities specified therein. The holding by the Person named in any such certificate of any Debt Security specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing the same or a later date issued in respect of the same Debt Security shall be produced, (2) the Debt Security specified in such certificate shall be produced by some other Person, or (3) the Debt Security specified in such certificate shall have ceased to be Outstanding.

(e)            Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt Security shall bind every future Holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, UCC, UFN, Unilever PLC or UNUS in reliance thereon, whether or not notation of such action is made upon such Debt Security or such other Debt Security.

If UCC, UFN, Unilever PLC or UNUS shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act, UCC, UFN, Unilever PLC or UNUS may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but UCC, UFN, Unilever PLC or UNUS shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act and for that purpose the Outstanding Debt Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

SECTION 1.05.      Notices, Etc., to Trustee, UCC, UFN, Unilever PLC or UNUS Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)            the Trustee by any Holder or by UCC, UFN, Unilever PLC or UNUS shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, or

(2)            UCC, UFN, Unilever PLC or UNUS by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee) with a copy to each Guarantor (Unilever PLC and UNUS) and addressed in the case of each such Guarantor to it at the respective address of its registered or principal office, as the case may be, specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee by any such Guarantor, in which case at the last such address).

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer and/or each Guarantor, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and/or each Guarantor, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer and/or each Guarantor, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer and each Guarantor understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and each Guarantor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer, each Guarantor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and/or each Guarantor, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and each Guarantor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and/or each Guarantor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

SECTION 1.06.      Notice to Holders; Waiver. When this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if (i) in writing and mailed, first-class postage prepaid, to each Holder of a Debt Security affected by such event in the manner and to the extent provided in Section 7.03 with respect to reports pursuant to Section 7.03, and (ii) if Outstanding bearer Debt Securities are affected by such event, published at least once in an Authorized Newspaper in London, England and Rotterdam, The Netherlands not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. When notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Notwithstanding any other provision of this Indenture or any Debt Security, where this Indenture or any Debt Security provides for notice of any event or any other communication (including any notice of redemption) to a holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

SECTION 1.07.      Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which 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.

SECTION 1.08.      Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09.      Successors and Assigns. All covenants and agreements in this Indenture by UCC, UFN, Unilever PLC or UNUS shall bind their respective successors and assigns, whether so expressed or not.

SECTION 1.10.      Separability Clause. In case any provision in this Indenture or in the Debt Securities, the Guarantees or the Coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11.      Benefits of Indenture. Nothing in this Indenture or in the Debt Securities, the Guarantees or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, the Holders of Debt Securities, the holders of Coupons and the holders of Senior Debt, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12.      Governing Law. This Indenture and the Debt Securities, the Guarantees and the Coupons and any transfer or disposition of registered Debt Securities and the Guarantees endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Indenture, the Debt Securities and the Coupons shall be governed by the laws of the respective jurisdictions of organization of UCC, UFN, Unilever PLC and UNUS, as the case may be, the authorization and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor.

SECTION 1.13.      Saturdays, Sundays and Legal Holidays. The terms of the Debt Securities (and Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Debt Security shall not be a Business Day in a Place of Payment, then payment of any interest (and premium, if any) or principal need not be made in such Place of Payment on such date, but may be made on the next succeeding Business Day in such Place of Payment (or such other Business Day in a Place of Payment as shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date or Redemption Date, or at such Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 1.14.      Appointment of Agent for Service. Each of UCC, UFN, Unilever PLC and UNUS hereby designates and appoints UNUS, at its office located at 700 Sylvan Avenue Englewood Cliffs, New Jersey 07632 as its authorized agent upon which process may be served in any suit, action or proceeding in any federal or state court in the Borough of Manhattan, The City of New York, arising out of or relating to the Debt Securities, the Guarantees, the Coupons or this Indenture, but for that purpose only, and agrees that service of process upon UNUS, directed to the attention of its Legal Department, and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. Such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment of a successor by UCC, UFN, Unilever PLC or UNUS, as the case may be, and such successor's acceptance of such appointment. UNUS hereby agrees to give each of UCC, UFN and Unilever PLC notice of any process served upon it as provided in this Section 1.14.

SECTION 1.15.      Submission to Jurisdiction.

Each of UCC, UFN, Unilever PLC and UNUS hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture, the Guarantees and the Debt Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.

SECTION 1.16.      Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DEBT SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

ARTICLE II

Debt Security Forms

SECTION 2.01.      Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by or pursuant to action of the Board of Directors of UCC or UFN, as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Guarantees by the Guarantors to be endorsed on the Debt Securities of each series shall be substantially in the form set forth in Section 2.02, or as shall be established by or pursuant to the authority of each Guarantor's Board of Directors, or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.03 or Section 6.14.

The Debt Securities, the Guarantees and the Coupons may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise reproduced thereon as UCC, UFN, Unilever PLC or UNUS, as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any securities exchange on which the Debt Securities, the Guarantees or the Coupons, as the case may be, may be listed, or to conform to usage.

SECTION 2.02.      Guarantee by Guarantors; Form of Guarantee. Each Guarantor (Unilever PLC and UNUS) by its execution of this Indenture hereby agrees with each Holder of a Debt Security of each series authenticated and delivered by the Trustee, and with each holder of any Coupon appertaining to any such Debt Security, and with the Trustee on behalf of each such Holder and each such holder, to be jointly and severally unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Issuer of the relevant series of Debt Securities (whether UCC or UFN), in the name and on behalf of such Guarantor, to confirm such Guarantee to the Holder of each such Debt Security by its execution and delivery of each such Debt Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 and, if applicable, Section 3.12 hereof, the Guarantees so set forth on the Debt Securities shall bind each such Guarantor notwithstanding the fact that such Guarantee does not bear the signature of any such Guarantor. For purposes of this Section 2.02 the term Debt Securities shall also include, unless the context may otherwise require, any Global Security.

Guarantees to be endorsed on the Debt Securities shall, subject to Section 2.01, be in substantially the form set forth below depending on whether the issuer of such Debt Securities shall be UCC or UFN:

Guarantee

For value received, UNILEVER PLC, a company organized under the laws of England and Wales and registered in England, and UNILEVER UNITED STATES, INC., a corporation organized under the laws of the State of Delaware (herein individually called a "Guarantor" and collectively called the "Guarantors", which terms include any successor corporation under the Indenture referred to in the Debt Security upon which this Guarantee is endorsed), hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, the holder of any Coupon appertaining thereto and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of, premium, if any, and any interest on such Debt Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and to the Trustee any and all amounts due it under the Indenture. In case of the failure of [Unilever Capital Corporation, a corporation organized under the laws of the State of Delaware (herein called "UCC", which term includes any successor corporation under such Indenture)] [Unilever Finance Netherlands B.V., a corporation organized under the laws of the Netherlands (herein called “UFN”, which term includes any successor corporation under such Indenture) with its corporate seat (statutaire zetel) at Rotterdam, the Netherlands, having its registered office at Weena 455, Rotterdam 3013 AL, the Netherlands, and registered with the Trade Register of the Dutch Chamber of Commerce under number 81003889], punctually to make any such payment of principal, premium, if any, or any interest or any sinking fund or analogous payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and to the Trustee any and all amounts due it under the Indenture, and as if such payment were made by [UCC] [UFN].

[If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — For value received, Unilever PLC and UNUS hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment by [UCC] of all sums payable to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security. In case of the failure of [UCC] punctually to make any such payment pursuant to such Indenture, Unilever PLC and UNUS hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by [UCC].]

Each Guarantor jointly and severally hereby agrees, pursuant to such Indenture, to provide for the payment of additional interest in respect of taxes, assessments or other governmental charges of the United Kingdom or the Netherlands or, if applicable, the United States of America (or any political subdivision or taxing authority of or in the United Kingdom or the Netherlands, or, if applicable, the United States of America, as the case may be) that shall at any time be required by the United Kingdom or the Netherlands or, if applicable, the United States of America (or any such subdivision or authority) to be deducted or withheld on or with respect to payments by UCC, UFN, Unilever PLC or UNUS, as the case may be; provided, however, that such obligations of each Guarantor shall be subject to the limitations and exceptions to which the obligation of [UCC] [UFN] to pay additional interest is subject as set forth on the face of such Debt Security.

Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Debt Security or Coupon or such Indenture, any failure to enforce the provisions of such Debt Security or Coupon or such Indenture, or any waiver, modification or indulgence granted to [UCC] [UFN] with respect thereto, by the Holder of such Debt Security or the holder of such Coupon or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each such Guarantor, increase the principal amount of such Debt Security, or increase any interest rate or rates thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 of such Indenture. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of [UCC] [UFN] any right to require a proceeding first against [UCC] [UFN], protest or notice with respect to such Debt Security or Coupon or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Debt Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Debt Security or Coupon and this Guarantee; provided, however, that each Guarantor receives prompt written notice of any failure by [UCC] [UFN] to make any such payment of principal, premium, if any, or any interest or sinking fund or analogous payment.

[If the Debt Security is of a subordinated series as provided in Article XVI, insert — The guarantee of each Guarantor hereunder is, to the extent and in the manner provided in such Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt (as defined in such Indenture) of such Guarantor. This Guarantee is issued subject to the provisions of such Indenture with respect to such subordination, and each Holder of such Debt Security and holder of such coupon, by accepting the same, agrees to and shall be bound by such provisions.]

Each Guarantor shall be subrogated to all rights of the Holder of such Debt Security, the holder of such Coupon and the Trustee against [UCC] [UFN] 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, premium, if any, and any interest on all Debt Securities or Coupons, if any, of the same series issued under such Indenture [If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — (other than Debt Securities converted as provided in such Indenture)] shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and any interest on, and sinking fund or analogous payments with respect to, the Debt Securities upon which this Guarantee is endorsed or Coupon appertaining thereto. [If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — and, in the case of [Unilever PLC and] UNUS, of all sums payable by [UCC] [UFN] to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security.]

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Debt Security shall have been manually, electronically or by facsimile executed by or on behalf of the Trustee under such Indenture. [UCC] [UFN] [Unilever PLC] has been duly authorized to execute this Guarantee on behalf of each Guarantor.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor and the execution of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor.

Executed and dated the date on the face hereof.

SECTION 2.03.      Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form:

Certification of Authentication

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

ARTICLE III

The Debt Securities

SECTION 3.01.      Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series.

There shall be established by or pursuant to action of the Board of Directors of UCC or UFN, as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series,

(1)            the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other series of Debt Securities);

(2)            any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07);

(3)            the date or dates on which the principal of (and premium, if any, on) the Debt Securities of the series is payable, which may be serial;

(4)            the rate or rates at which the Debt Securities of the series shall bear any interest or the manner of calculation of such rate or rates, if any, the date and dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or the manner of determination of such Interest Payment Dates and, in the case of registered Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date;

(5)            the obligation, if any, of UCC or UFN, as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by UCC or UFN, as the case may be or any Guarantor to a United States Alien;

(6)            if other than as specified in Section 10.02, the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the series shall be payable by UCC or UFN or the Guarantors, as the case may be;

(7)            the period or periods within which, the price or prices at which and the terms and conditions upon which, Debt Securities of the series may be redeemed, in whole or in part, at the option of UCC or UFN, as the case may be and, if other than by Board Resolution, the manner in which such election by UCC or UFN, as the case be, to redeem such Debt Securities shall be evidenced;

(8)            the obligation, if any, of UCC or UFN, as the case may be to redeem or purchase any Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Debt Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08);

(9)            Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein;

(10)          if other than denominations of $1,000 and any integral multiple thereof (in the case of registered Debt Securities) and $1,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof;

(11)          whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by UCC, UFN or Unilever PLC to defease such Securities shall be evidenced;

(12)          provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into Unilever PLC Shares, the initial conversion price per Unilever PLC Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof;

(13)          the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of UCC, UFN, Unilever PLC or any other corporation; 

(14)          the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable. Section 3.12 hereof;

(15)          if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04; 

(16)          whether the Debt Securities of the series will be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the date or dates thereof, whether bearer Debt Securities of the series may be exchanged for registered Debt Securities of the series, whether a Global Security will initially be executed and delivered, and whether registered Debt Securities of the series may be exchanged, if permitted under applicable laws and regulations, for bearer Debt Securities of the series and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in Section 3.11 and Section 3.12 shall apply to bearer Debt Securities of any series; 

(17)          provisions, if any, for the Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies; 

(18)          additional covenants, if any, of the Issuer for the benefit of the Debt Securities of such series; 

(19)          provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer or the Guarantors, as the case may be, of such series of Debt Securities (whether UCC or UFN); 

(20)          any other terms of the series, which terms shall not be inconsistent with the provisions of this Indenture; provided, however, that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities; 

(21)          the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any Coupons appertaining thereto; and

(22)          Applicable CUSIP Numbers. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or in any such indenture supplemental hereto.

When the forms of Debt Securities of any series, Guarantees to be endorsed thereon and any Coupons to be attached thereto, or any of the terms thereof are established by action taken by or pursuant to the authority of the Board of Directors of UCC or UFN, as the case may be, or by or pursuant to the authority of the Board or Directors of each Guarantor of such series, copies of Board Resolutions of UCC or UFN, as the case may be, and of each Guarantor of such series in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Issuer Order pursuant to Section 3.03 for the authentication and delivery of such Debt Securities. 

SECTION 3.02.      Denominations. Registered Debt Securities shall be issuable in registered form without Coupons in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to registered Debt Securities of any series, such Debt Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. Bearer Debt Securities shall be issuable in bearer form with Coupons attached (except in the case of Debt Securities that do not bear interest) in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to bearer Debt Securities of any series, such Debt Securities shall be issuable in the denomination of $1,000.

SECTION 3.03.      Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of UCC or UFN, as the case may be, by, (i) in the case of UCC, its President or one of its Vice Presidents, or (ii) in the case of UFN, any person or persons authorized pursuant to its Articles of Association to represent UFN or, (iii) in the case of Unilever PLC, any other person thereunto duly authorized. The signature of any of these officers, certified to the satisfaction of The Bank of New York Mellon, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of UCC or UFN, as the case may be, by the facsimile signature of the Treasurer thereof. 

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

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Debt Securities having such Guarantees endorsed thereon. In authenticating such Debt Securities and accepting the additional responsibilities under the Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Debt Securities constitute the legal, valid, binding and enforceable obligation of the Issuer thereof.

The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each registered Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of UCC or UFN, as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto. 

Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of UCC or UFN, as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto. 

No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor. 

The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06. 

Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the applicable Issuer, and the applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 3.04.      Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, UCC or UFN, as the case may be, may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, and having endorsed thereon Guarantees of each Guarantor substantially of the tenor of the definitive Guarantee, which Debt Securities and Guarantees may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Debt Securities may be issued as bearer Debt Securities with or without Coupons attached thereto or as registered Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debt Securities and the directors or officers delivering such Guarantees may determine, all as evidenced by such execution or delivery, as the case may be.

If temporary Debt Securities of any series are issued, the Issuer will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuer shall execute, and the Trustee shall authenticate in exchange therefor, a like aggregate principal amount of definitive Debt Securities of the same series of authorized denominations having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.

The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be delivered to a Depository of UCC or UFN, as the case may be, located outside the United States of America and the procedures pursuant to which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security). 

SECTION 3.05.      Registration, Registration of Transfer and Exchange. Registered Debt Securities of any series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized denominations. If bearer Debt Securities of any series are issued in more than one authorized denomination, unless otherwise specified pursuant to Section 3.01, bearer Debt Securities of one authorized denomination may be exchanged for a like aggregate principal amount of bearer Debt Securities of other authorized denominations. If Debt Securities of any series are issued in both registered and bearer form, to the extent and under the circumstances specified pursuant to Section 3.01, registered Debt Securities may be exchanged, if permitted under United States of America tax law without adverse consequences to UCC or UFN, as the case may be, or the Holders, for a like aggregate principal amount of bearer Debt Securities of such series of authorized denominations and bearer Debt Securities of such series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of authorized denominations. The Debt Securities to be exchanged shall be surrendered at an office or agency of UCC or UFN, as the case may be, designated pursuant to Section 10.02 for such purpose, and UCC or UFN, as the case may be, shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the Holder making the exchange shall be entitled to receive, each such Debt Security having endorsed thereon a Guarantee of each Guarantor. All bearer Debt Securities surrendered for exchange shall have attached all unmatured Coupons appertaining thereto, if any, and in case at the time of any such exchange interest on such Debt Securities is in default, shall in addition have attached all matured Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a registered Debt Security after the close of business on any Regular Record Date and before the opening of business on the next succeeding Interest Payment Date, such bearer Debt Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the registered Debt Security issued in exchange for such bearer Debt Security, but will be payable only to the Holder of such Coupon when due. 

UCC or UFN, as the case may be, shall cause to be kept in the Borough of Manhattan, The City of New York a register (the register maintained in such office and in any other office or agency of any 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 Issuer shall provide for the registration of registered Debt Securities and of transfers of such Debt Securities. The Bank of New York Mellon has been appointed initially as "Security Registrar" for the purpose of registering Debt Series and transfers of Debt Securities as herein provided. 

Registered Debt Securities shall be transferable only on the Security Register and only upon the execution by the Holder of written instrument of transfer. Upon surrender for registration of transfer of any registered Debt Security of any series at an office or agency of the Issuer of such Debt Security designated pursuant to Section 10.02 for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new registered Debt Securities of the same series of any authorized denominations, of a like aggregate principal amount, having endorsed thereon a Guarantee of each Guarantor. 

Bearer Debt Securities and Coupons shall be transferable by delivery. 

All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange. 

Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar, duly executed by the registered Holder thereof or his attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Issuer of such Debt Securities 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 Debt Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. 

The Issuer shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any series during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Debt Securities of such series selected for redemption under Section 11.04 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of Debt Securities being redeemed in part. 

SECTION 3.06.      Mutilated, Destroyed, Lost and Stolen Debt Securities. If any mutilated Debt Security or Coupon is surrendered to the Trustee, the Issuer of such Debt Security may execute and the Trustee shall, in the case of a Debt Security, authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding. 

If there be delivered to the Issuer of any Debt Security, to each Guarantor thereof and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft or any such Debt Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of them harmless, then, in the absence of notice to such Issuer, any such Guarantor or the Trustee that such Debt Security or Coupon has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or Coupon a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding. 

In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon has become or is about to become due and payable, the Issuer thereof in its discretion may, instead of issuing a new Debt Security or Coupon, pay such Debt Security or Coupon; provided, however, that such payment, in the case of a bearer Debt Security or Coupon, shall occur only outside the United States of America. 

Upon the issuance of any new Debt Security or Coupon under this Section, the Issuer 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 of the Trustee) connected therewith. 

Every new Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security or Coupon shall constitute an original additional contractual obligation of the Issuer and each Guarantor of such Debt Security, whether or not the destroyed, lost or stolen Debt Security or Coupon 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 Debt Securities and Coupons 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 Debt Securities or Coupons. 

SECTION 3.07.      Payment of Interest; Interest Rights Preserved. Interest on any Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Debt Securities, to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest and, in the case of bearer Debt Securities, upon presentation and surrender outside the United States of America of the Coupon appertaining thereto in respect of the interest due on such Interest Payment Date. 

In the case of registered Debt Securities where payment is to be made in United States dollars, at any Paying Agent's office outside the Borough of Manhattan, The City of New York, payment will be made by check drawn on or by transfer to a United States dollar account maintained by the payee with, a bank in the Borough of Manhattan, The City of 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. 

In the case of registered Debt Securities where payment is to be made in a Foreign Currency or in the case of bearer Debt Securities of any series and any Coupons appertaining thereto, payment will be made as established by or pursuant to action of the Board of Directors of the Issuer of such series or established in one or more supplemental indentures relating to such series and any Coupons appertaining thereto; notwithstanding the foregoing, payments on bearer Debt Securities and Coupons shall only be made outside the United States. 

Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called "Defaulted Interest". Defaulted Interest on any registered Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Defaulted Interest may be paid by the Issuer of such series, at its election in each case, as provided in clause (1) or (2) below: 

(1)            The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the registered Debt Securities of such series (or their respective Predecessor Debt Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debt Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series 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 of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of such Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest on the registered Debt Securities of such series and the Special Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be paid (i) in the case of registered Debt Securities to the Persons in whose names such Debt Securities (or their respective Predecessor Debt Securities) are registered in the Security Register at the close of business on such Special Record Date, and (ii) in the case of bearer Debt Securities upon presentation and surrender outside the United States of America of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest specified in the notice, and such Defaulted Interest shall no longer be payable pursuant to the following Clause (2); or

(2)            The Issuer may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

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

In the case of any Debt Security which is converted after any Regular Record Date and on or prior to the corresponding Interest Payment Date, interest on such Debt Security whose Stated Maturity is on such Interest Payment Date shall be deemed to continue to accrue and shall be payable on such Interest Date notwithstanding such conversion and notwithstanding that such Debt Security may have been called for redemption on a Redemption Date within such period, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debt Security which is converted, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable. 

SECTION 3.08.      Persons Deemed Owners. Prior to due presentment of a registered Debt Security for registration of transfer, the Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the Person in whose name such Debt Security is registered as the owner of such Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security be overdue; and neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary. 

The Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the bearer of any bearer Debt Security or any Coupon as the owner of such Debt Security or Coupon, as the case may be, for the purpose of receiving payment of principal of (and premium, if any) and any interest on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, whether or not such Debt Security or Coupon be overdue, and, to the extent permitted by law, neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary; provided, however, that the Trustee shall have no obligation to investigate the law with respect thereto. 

SECTION 3.09.      Cancellation. All Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund or analogous payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder and Coupons which the Issuer or any Guarantor, as the case may be, may have acquired in any manner whatsoever, and all Debt Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All Debt Securities and Coupons to be cancelled by the Trustee shall be marked "Cancelled" and shall be disposed of by the Trustee in its customary manner. 

SECTION 3.10.      Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series, any interest on the Debt Securities of each series shall be computed on the basis of a year of 360 days of twelve 30-day months. 

SECTION 3.11.      Compliance with Certain Laws and Regulations. If any bearer Debt Securities are to be issued in a series, the Issuer will make arrangements reasonably designed pursuant to then applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in connection with the original issuance) only outside the United States of America and only to Persons who are not U.S. Persons or persons who have purchased for resale to any U.S. Person. 

SECTION 3.12.      Global Security. Except as specified for a particular series pursuant to Section 3.01: 

(a)            With respect to a series of Debt Securities which any Issuer proposes to issue as bearer Debt Securities, in lieu of initially issuing Debt Securities of such series in definitive form, such Issuer may initially execute and deliver to the Trustee a Global Security representing all or a part of the Debt Securities of such series, and the Trustee shall authenticate and deliver, pursuant to an Issuer Order, such Global Security. Such Global Security shall have endorsed thereon a Guarantee, subject to Section 2.01, substantially in the form set forth in Section 2.02. The Issuer shall thereafter execute and deliver to the Trustee prior to the applicable Exchange Date, for authentication and delivery outside the United States of America by it, definitive Debt Securities of such series, having Guarantees endorsed thereon, in the aggregate principal amount of such Global Security. For purposes of this Section 3.12, "Exchange Date", with respect to the Debt Securities of a series, shall mean the date 45 days after the closing date of such series.

(b)            A beneficial owner of Debt Securities of a series desiring to exchange his beneficial interest in a Global Security for such Debt Securities in definitive form shall instruct the depository designated by the Issuer for such Global Security (the "Depository“) to request such exchange on his behalf and, if such beneficial owner should request definitive Debt Securities in the form of bearer Debt Securities, shall deliver to the Depository a certificate satisfactory to the Depository, the Guarantors and the Issuer with respect to certain requirements of applicable tax and/or securities laws and regulations, copies of a form of which the Trustee shall make available from its offices, the offices of the Depository and the offices of each other agent appointed by the Issuer pursuant to Section 3.01. 

(c)            From time to time (but with respect to bearer Debt Securities, only on or after the applicable Exchange Date) the Trustee shall, upon the request of the Depository acting on behalf of beneficial owners of a Global Security representing the Debt Securities of a series, authenticate and deliver to the Depository outside the United States of America for the account of such beneficial owners, in exchange for the portion of such Global Security beneficially owned by such owners, definitive Debt Securities of such series in an aggregate principal amount equal to the aggregate principal amount of such Debt Securities beneficially owned by such owners, but if such definitive Debt Securities are to be bearer Debt Securities only upon delivery by the Depository, acting on behalf of such beneficial owners, to the Trustee (at an office located outside the United States of America designated by the Trustee) of a certificate or certificates satisfactory to the Trustee, the Issuer the Guarantors with respect to certain requirements of the applicable tax and/or securities laws and regulations. The delivery to the Depository of such certificate or certificates may be relied upon by the Issuer, the Guarantors and the Trustee as conclusive evidence that a related certificate or certificates has or have been delivered to the Depository as contemplated by the terms of the preceding paragraph (b). 

(d)            Upon any exchange of a part of a Global Security for definitive Debt Securities of a series, such part of the principal amount of such Global Security shall be endorsed on the schedule to such Global Security by the Trustee, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged and endorsed. Until so exchanged in full, a Global Security shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series authenticated and delivered or to be authenticated and delivered hereunder, except that neither the Holder nor the beneficial owners of a Global Security shall be entitled to exchange such Global Security for any other Debt Securities, except as provided herein and in the text of such Global Security, or, to receive interest payments on such Global Security, except to the extent the text of such Global Security provides otherwise. On the second anniversary of the date of issue of any Global Security, the principal amount of such Global Security which remains unexchanged on such date will be exchanged outside the United States of America for definitive Securities, to the extent and under the circumstances specified in Section 3.01, in the form of registered Debt Securities or bearer Debt Securities or both, as specified consistent with the terms of such series by the Issuer in writing to the Depository, such definitive Debt Securities to be held by the Depository and to be distributed outside the United States of America by the Depository to beneficial owners of such Debt Securities and, in the case of bearer Debt Securities, only upon receipt of a certificate evidencing beneficial ownership of such Debt Securities, referred to in paragraph (b) above.

(e)            Any exchange of the beneficial interest in a Global Security for Debt Securities of a series shall be made free of charge to the Holder and beneficial owners of such Global Security, except that a Person receiving Debt Securities of a series must bear the cost of insurance, postage, transportation and similar expenses in the event such Person does not receive Debt Securities of such series in person at the offices of the Depository.

(f)             The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(g)            Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 3.13.      CUSIP Numbers. At its election, an Issuer in issuing any series of Debt Securities may have "CUSIP" numbers (if then generally in use) assigned to such series of Debt Securities, and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption 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 Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the CUSIP Numbers. 

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01.      Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for), and the Trustee, at the expense of UCC or UFN, as the case may be, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when 

(1)            either

(A)            all Debt Securities theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (i) Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (ii) Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by any applicable Issuer or any Guarantor and thereafter repaid to any such Issuer or Issuers or any such Guarantor, as the case may be, or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B)            all such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation (other than Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06)

(i)           have become due and payable, or

(ii)          will become due and payable at their Stated Maturity within one year, or

(iii)         are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer or Issuers of such Debt Securities,

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

(2)            UCC or UFN, as the case may be, or any Guarantor has paid or caused to be paid all other sums payable hereunder by any Issuer; and

(3)            UCC or UFN, as the case may be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

In the event there are Debt Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of any Issuer and each Guarantor to the Trustee under Section 6.07, the obligations of any Issuer and each Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

SECTION 4.02.      Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Debt Securities, any Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for the payment of which such money has been deposited with the Trustee.

ARTICLE V

Remedies

SECTION 5.01.      Events of Default. “Event of Default,” wherever used herein with respect to Debt Securities of a particular series, means any one of the following events (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):

(1)            default in the payment of any interest or any additional interest upon any Debt Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)            default in the payment of the principal of (or premium, if any, on) any Debt Security of such series at its Maturity; or

(3)            default in the making of any sinking fund or analogous payment, when and as due by the terms of a Debt Security of such series or beyond any period of grace provided with respect thereto; or

(4)            default in the performance, or breach, of any covenant or warranty of any Issuer or any Guarantor in this Indenture in respect of Debt Securities of such series (other than a covenant or warranty the breach or default in performance of which is elsewhere in this Section specifically dealt with or which is solely for the benefit of Debt Securities of any series other than such series), and continuance of such breach or default for a period of 90 days after there has been given, by registered or certified mail, to such Issuer and each Guarantor by the Trustee or to such Issuer, each Guarantor and the Trustee by the Holders of at least 25 percent in principal amount of the Outstanding Debt Securities of all series so affected (voting as one class) a written notice specifying such breach or default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5)            the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Issuer of that series or Unilever PLC in an involuntary case under Title 11 of United States Code or adjudging the Issuer of that series or Unilever PLC bankrupt or insolvent, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer of that series or Unilever PLC under any applicable law of the United States of America, the United Kingdom or the Netherlands, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator or other similar official of the Issuer of that series or Unilever PLC or of any substantial part of its property, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(6)            the commencement by the Issuer of that series or Unilever PLC of a voluntary case under Title 11 of the United States Code, or the institution by the Issuer of that series or Unilever PLC of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America, the United Kingdom or the Netherlands, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator or similar official of the Issuer of that series or Unilever PLC or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the taking of corporate action by the Issuer of that series or Unilever PLC in furtherance of any such action.

SECTION 5.02.      Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clauses (1), (2) or (3) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25 percent in aggregate principal amount of the Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default described in clauses (4), (5) or (6) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25 percent in aggregate principal amount of all the Outstanding Debt Securities of such affected series (voting as one class) may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of such affected series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Debt Securities of any series (or all the Debt Securities of such affected series, as the case may be) 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 provided, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series (or of all the Outstanding Debt Securities of such affected series (voting as one class), as the case may be), by written notice to the Issuer of such series, each Guarantor and the Trustee, may rescind and annul such declaration and its consequences if

(1)            the Issuer of such series or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay

(A)             all overdue instalments of any interest on all Debt Securities of such series,

(B)              the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor in such Debt Securities,

(C)              to the extent that payment of such interest is lawful, interest upon any overdue instalments of interest at the rate prescribed therefor in such Debt Securities, and

(D)              all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2)           all Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal amount or specified amount of Debt Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

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

SECTION 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee. Each Issuer of Debt Securities issued pursuant to this Indenture covenants that if

(1)            default is made in the payment of any installment of interest or additional interest on any Debt Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)            default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof,

the applicable Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and the holders of any Coupons appertaining thereto, the whole amount then due and payable on such Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If such Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute at the expense of the Issuer a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against such Issuer, any Guarantor or any other obligor upon such Debt Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of such Issuer, any Guarantor or any other obligor upon such Debt Securities, wherever situated.

If an Event of Default with respect to Debt 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 Debt Securities of such series and holders of any Coupons appertaining thereto 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.

No recourse for the payment of the principal of (or premium, if any) or any interest on any Debt Security, or for any claim based thereon or on the Guarantee endorsed thereon or on any Coupon or otherwise in respect thereof or of such Guarantee or Coupon and no recourse under or upon any obligation, covenant or agreement of any Issuer or of any Guarantor in this Indenture, or in any Debt Security, Guarantee endorsed thereon or Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of any such Issuer or of any Guarantor or of any successor corporation of either, either directly or through such Issuer or any Guarantor or any successor corporation of any of them, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the issue of the Debt Securities and any Coupons, and the endorsement of the Guarantees thereon.

SECTION 5.04.      Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Issuer, any Guarantor or any other obligor upon the Debt Securities of a series or the property of any Issuer, any Guarantor or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the applicable Issuer or any Guarantor for the payment of overdue principal (and premium, if any) or any interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Subject to Article VIII and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any holder of a Coupon any plan of reorganization, arrangement, adjustment, or composition affecting the Debt Securities or Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

SECTION 5.05.      Trustee May Enforce Claims Without Possession of Debt Securities. All rights of action and claims under this Indenture or the Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or Coupons 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 reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders of the Debt Securities and any holders of Coupons in respect of which such judgment has been recovered.

SECTION 5.06.      Application of Money Collected. Subject to Article XVI, any money collected by the Trustee pursuant to this Article 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 (and premium, if any) or any interest, upon presentation of the Debt Securities and any Coupons (such presentation, in the case of bearer Debt Securities or Coupons, to occur only outside the United States of America), 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 under Section 6.07 and the Authenticating Agent under Section 6.14; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and any interest on the Debt 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 Debt Securities for principal (and premium, if any) and any interest, respectively; and

THIRD: To the payment of the balance, if any, to any applicable Issuer.

SECTION 5.07.     Limitation on Suits. No Holder of any Debt Security or holder of any Coupon 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

(1)            such Holder of a Debt Security has previously given written notice to the Trustee of a continuing Event of Default with respect to Debt Securities of the same series specifying such Default and stating that such notice is a "Notice of Default" hereunder;

(2)            the Holders of not less than 25 percent in aggregate principal amount of the Outstanding Debt Securities of such series (25 percent in aggregate principal amount of all Outstanding Debt Securities of affected series (voting as one class) in the case of an Event of Default described in clauses (4), (5) or (6) of Section 5.01) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;

(3)            such Holder of a Debt Security or holder of a Coupon has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)            the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)            no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series or of all Outstanding Debt Securities of such affected series (voting as one class), as the case may be;

it being understood and intended that no one or more Holders of Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Debt Securities of such series or holders of such Coupons.

SECTION 5.08.     Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or the holder of any Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security on the respective Stated Maturities expressed in such Debt 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 or holder.

SECTION 5.09.     Restoration of Rights and Remedies. If the Trustee, any Holder of any Debt Security or any holder of any Coupon 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 or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Issuer of such Debt Security, each Guarantor, the Trustee, the Holders of Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Holders of Debt Securities and the holders of Coupons shall continue as though no such proceeding had been instituted.

SECTION 5.10.     Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee, the Holders of Debt Securities or the holders of Coupons 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.

SECTION 5.11.     Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Debt Security or holder of any Coupon 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 or by law to the Trustee or to the Holders of Debt Securities or to the holders of Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or by the holders of Coupons, as the case may be.

SECTION 5.12.     Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Debt 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 Debt Securities of such series; provided that

(1)            such direction shall not be in conflict with any rule of law or with this Indenture;

(2)            the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and

(3)            the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.