Omnicom Group Inc. S-3ASR


 Exhibit
4.10


 


OMNICOM
FINANCE HOLDINGS PLC,


 


as
Issuer


 


OMNICOM
GROUP INC.,


 


as
Guarantor


 


INDENTURE


 


Dated
as of _____________


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS


 


as
Trustee


 


Debt
Securities


 




     


     


    

 





	TABLE OF CONTENTS
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I 	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Definitions	6
	SECTION 1.3	Incorporation by Reference of Trust Indenture
    Act	6
	SECTION 1.4	Rules of Construction	6
	ARTICLE II 	THE SECURITIES	7
	SECTION 2.1	Issuable in Series	7
	SECTION 2.2	Establishment of Terms of Series of Securities	7
	SECTION 2.3	Execution and Authentication	10
	SECTION 2.4	Registrar and Paying Agent	11
	SECTION 2.5	Paying Agent to Hold Money in Trust	11
	SECTION 2.6	Securityholder Lists	11
	SECTION 2.7	Transfer and Exchange	12
	SECTION 2.8	Mutilated, Destroyed, Lost and Stolen Securities	12
	SECTION 2.9	Outstanding Securities	13
	SECTION 2.10	Treasury Securities	13
	SECTION 2.11	Temporary Securities	13
	SECTION 2.12	Cancellation	14
	SECTION 2.13	Defaulted Interest	14
	SECTION 2.14	Global Securities	14
	SECTION 2.15	CUSIP, ISIN and Common Code Numbers	16
	SECTION 2.16	Securities Denominated in Foreign Currencies	16
	SECTION 2.17	Designated Currency	17
	ARTICLE III	 REDEMPTION	18
	SECTION 3.1	Notice to Trustee	18
	SECTION 3.2	Selection of Securities to be Redeemed	18
	SECTION 3.3	Notice of Redemption	18
	SECTION 3.4	Effect of Notice of Redemption	19
	SECTION 3.5	Deposit of Redemption Price	19
	SECTION 3.6	Securities Redeemed in Part	19



 



    i 


     


    

 


	TABLE OF CONTENTS
	(continued)
	 	 	 	Page
	 	 	 	 
	ARTICLE IV 	COVENANTS	19
	SECTION 4.1	Payment of Principal and Interest	19
	SECTION 4.2	SEC Reports	20
	SECTION 4.3	Compliance Certificate	20
	SECTION 4.4	Stay, Extension and Usury Laws	20
	SECTION 4.5	Corporate Existence	21
	SECTION 4.6	Taxes	21
	ARTICLE V 	SUCCESSORS	21
	SECTION 5.1	 	When the Company and the Guarantor May Merge,
    Etc	21
	SECTION 5.2	 	Successor Corporation Substituted	22
	ARTICLE VI 	DEFAULTS AND REMEDIES	22
	SECTION 6.1	Events of Default	22
	SECTION 6.2	Acceleration of Maturity; Rescission and Annulment	24
	SECTION 6.3	Collection of Indebtedness and Suits for Enforcement
    by Trustee 	25
	SECTION 6.4	Trustee May File Proofs of Claim	26
	SECTION 6.5	Trustee May Enforce Claims Without Possession
    of Securities	27
	SECTION 6.6	Application of Money Collected	27
	SECTION 6.7	Limitation on Suits	27
	SECTION 6.8	Unconditional Right of Holders to Receive Principal
    and Interest	28
	SECTION 6.9	Restoration of Rights and Remedies	28
	SECTION 6.10	Rights and Remedies Cumulative	28
	SECTION 6.11	Delay or Omission Not Waiver	28
	SECTION 6.12	Control by Holders	28
	SECTION 6.13	Waiver of Past Defaults	29
	SECTION 6.14	Undertaking for Costs	29
	ARTICLE VII	 TRUSTEE	29
	SECTION 7.1	Duties of Trustee	29
	SECTION 7.2	Rights of Trustee	31
	SECTION 7.3	Individual Rights of Trustee	32



 



    ii 


     


    

 


	TABLE OF CONTENTS
	(continued)
	 	 	 	Page
	 	 	 	 
	SECTION 7.4	Trustee’s Disclaimer	32
	SECTION 7.5	Notice of Defaults	32
	SECTION 7.6	Reports by Trustee to Holders	32
	SECTION 7.7	Compensation and Indemnity	32
	SECTION 7.8	Replacement of Trustee	33
	SECTION 7.9	Successor Trustee by Merger, Etc	34
	SECTION 7.10	Eligibility; Disqualification	34
	SECTION 7.11	Preferential Collection of Claims	34
	ARTICLE VIII	 SATISFACTION AND DISCHARGE; DEFEASANCE	35
	SECTION 8.1	Satisfaction and Discharge of Indenture	35
	SECTION 8.2	Application of Trust Funds; Indemnification	36
	SECTION 8.3	Legal Defeasance of Securities of any Series	36
	SECTION 8.4	Covenant Defeasance	38
	SECTION 8.5	Repayment to the Company	39
	SECTION 8.6	Reinstatement	39
	ARTICLE IX 	AMENDMENTS AND WAIVERS	39
	SECTION 9.1	Without Consent of Holders	39
	SECTION 9.2	With Consent of Holders	40
	SECTION 9.3	Compliance with Trust Indenture Act	42
	SECTION 9.4	Revocation and Effect of Consents	42
	SECTION 9.5	Notation on or Exchange of Securities	42
	SECTION 9.6	Trustee Protected	42
	ARTICLE X 	MISCELLANEOUS	42
	SECTION 10.1	Trust Indenture Act Controls	42
	SECTION 10.2	Notices	43
	SECTION 10.3	Communication by Holders with Other Holders	44
	SECTION 10.4	Certificate and Opinion as to Conditions Precedent	44
	SECTION 10.5	Statements Required in Certificate or Opinion	44
	SECTION 10.6	Rules by Trustee and Agents	44
	SECTION 10.7	Legal Holidays	44



 



    iii 


     


    

 


	TABLE OF CONTENTS
	(continued)
	 
	 	 	 	Page
	 	 	 	 
	SECTION 10.8	No Recourse Against Others	44
	SECTION 10.9	Counterparts	45
	SECTION 10.10	Governing Laws	45
	SECTION 10.11	No Adverse Interpretation of Other Agreements	45
	SECTION 10.12	Successors	45
	SECTION 10.13	Severability	45
	SECTION 10.14	Table of Contents, Headings, Etc	45
	SECTION 10.15	USA Patriot Act	45
	SECTION 10.16	Force Majeure	46
	SECTION 10.17	Consent to Jurisdiction; Service of Process;
    and Waiver of Jury Trial	46
	ARTICLE XI 	SINKING FUNDS	47
	SECTION 11.1	Applicability of Article	47
	SECTION 11.2	Satisfaction of Sinking Fund Payments with Securities	47
	SECTION 11.3	Redemption of Securities for Sinking Fund	48
	ARTICLE XII 	GUARANTEE OF SECURITIES	48
	SECTION 12.1	Guarantee	48
	ARTICLE XIII 	ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS	52
	SECTION 13.1	Redemption Upon Changes in Withholding Taxes	52
	SECTION 13.2	Payment of Additional Amounts	53







 






    iv 


     


    


 


CROSS-REFERENCE
TABLE*


 


	Trust
    Indenture Act Section	Indenture
    Section
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	Not
    Applicable
	 	(a)(4)	Not
    Applicable
	 	(a)(5)	7.10
	 	(b)	7.10
	311	(a)	7.11
	 	(b)	7.11
	312	(a)	2.6
	 	(b)	10.3
	 	(c)	10.3
	313	(a)	7.6
	 	(b)(1)	7.6
	 	(b)(2)	7.6
	 	(c)	7.6
	 	(d)	7.6
	314	(a)	4.2,
    10.5
	 	(b)	Not
    Applicable
	 	(c)(1)	10.4
	 	(c)(2)	10.4
	 	(c)(3)	Not
    Applicable
	 	(d)	Not
    Applicable
	 	(e)	10.5
	 	(f)	Not
    Applicable
	315	(a)	7.1
	 	(b)	7.5
	 	(c)	7.1
	 	(d)	7.1
	 	(e)	6.14
	316	(a)	2.10
	 	(a)(1)(A)	6.12
	 	(a)(1)(B)	6.13
	 	(b)	6.8
	317	(a)(1)	6.3
	 	(a)(2)	6.4
	 	(b)	2.5
	318	(a)	10.1



  


 





*       Note:
This Cross-Reference Table is not part of the Indenture.

 



    v 


     


    

 


INDENTURE
dated as of __________ among OMNICOM FINANCE HOLDINGS PLC, a public limited company organized under the laws of England and Wales
(the “Company”), OMNICOM GROUP INC., a New York corporation (the “Guarantor”), and Deutsche Bank Trust
Company Americas, a New York banking corporation, as Trustee (“Trustee”).


 


Each
of the Company and the Guarantor has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of the Company’s debentures, notes or other evidences of indebtedness to be issued in one or more series
(the “Securities”), to be fully and unconditionally guaranteed by the Guarantor, as herein provided, up to such principal
amount as may from time to time be authorized in or pursuant to one or more resolutions of the Company’s Board of Directors
or by supplemental indenture.


 


Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.


 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION
1.1         Definitions.


 


“Additional
Amounts” has the meaning set forth in Section 13.2.


 


“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” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as used with respect to any person,
shall mean the possession, directly, or indirectly, of the power to direct or cause the direction of the management or policies
of such person, whether through the ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar or Paying Agent.


 


“Agent
for Service” has the meaning set forth in Section 10.17.


 


“Board
of Directors” means the board of directors of the Company or any duly authorized committee of such board of directors.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by its Board of Directors or pursuant to authorization by its Board of Directors and to be in full force and
effect on the date of the certificate (and delivered to the Trustee, if appropriate).


 


“Business
Day” means, unless otherwise provided by Board Resolution, Officer’s Certificate of the Company or supplemental
indenture hereto for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York or in The
City of London on which banking institutions are authorized or required by law, regulation or executive order to close.


 






     


     


    

 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Company”
means the party named as such above until a successor replaces it pursuant to this Indenture and thereafter means the successor.


 


“Company
Request” or “Company Order” means a written request or order signed in the name of the Company by
its Principal Financial Officer, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary,
an Assistant Secretary or any Director, and delivered to the Trustee.


 


“Corporate
Trust Office” means the designated corporate trust office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date of original execution of this Indenture is located at (i) for purposes
of surrender, transfer or exchange of any Security, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022
Gate Parkway, Suite 200, Jacksonville, FL 32256, Attn: Transfer Department and (ii) for all other purposes, Deutsche Bank Trust
Company Americas, Trust and Agency Services, 60 Wall Street, 24th Floor, MS NYC 60-2405, New York, New York 10005, USA, Attention:
Corporate Team/Omnicom or at any other time at such other address as the Trustee may designate from time to time by notice to
the parties hereto or at the designated corporate trust office of any successor Trustee as to which such successor Trustee may
notify the parties hereto in writing.


 


“Currency”
means Dollars or Foreign Currency.


 


“Debt”
of any person as of any date means, without duplication, all indebtedness of such person in respect of borrowed money, including
all interest, fees and expenses owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets
of such person or only to a portion thereof), or evidenced by bonds, notes, debentures or similar instruments.


 


“Default”
means any event which is, or with the passage of time or giving of notice or both would be, an Event of Default.


 


“Depository”
means, unless otherwise provided in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate of the
Company, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global
Securities, one or more of The Depository Trust Company, New York, New York, Euroclear Bank S.A./N.V., Clearstream Banking, S.A.,
Luxembourg, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or any other applicable
U.S. or foreign statute or regulation, which, in each case, shall be designated by the Company pursuant to Section 2.2.


 


“Designated
Currency” has the meaning set forth in Section 2.15.


 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
means the currency of The United States of America.


 






     2


     


    

 


“Dollar
Equivalent” means with respect to any monetary amount in a Currency other than Dollars, at any time for the determination
thereof, the amount of Dollars obtained by converting such Foreign Currency involved in such computation into Dollars at the spot
rate for the purchase of Dollars with the applicable Foreign Currency as published in The Wall Street Journal in the “Exchange
Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


“Foreign
Currency” means a currency, currency unit or composite currency, including the euro, issued by the government of one
or more countries other than the United States or by any recognized confederation or association of such governments or a composite
currency the value of which is determined by reference to the values of the currencies of any group of countries.


 


“Foreign
Government Obligations” means, when used in relation to Securities denominated in a Foreign Currency, securities that
are (i) a direct obligation of the government that issued such currency for the payment of which full faith and credit of such
government is pledged or, with respect to Securities of any Series which are denominated in euro, a direct obligation of any member
nation of the European Union for the payment of which obligation the full faith and credit of the respective nation is pledged
so long as such nation has a credit rating at least equal to that of the highest rated member nation of the European Economic
Area or (ii) an obligation of a person controlled or supervised by and acting as an agency or instrumentality for such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either
case, are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Foreign Government Obligation
or a specific payment of principal of or interest on any such Foreign Government Obligation held by such custodian for the account
of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian
in respect of the Foreign Government Obligation or the specific payment of principal of or interest on the Foreign Government
Obligation evidenced by such depositary receipt.


 


“Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee.


 


“Guarantee”
means the full and unconditional guarantee by the Guarantor of the Company’s obligations under any Security of any applicable
Series under this Indenture.


 


“Guarantor”
means the party named as such above, any other person identified pursuant to Section 2.2.18 of this Indenture as providing a Guarantee
of any of the Company’s obligations under this Indenture, and their respective successors and assigns.


 






     3


     


    

 


“Holder”
or “Securityholder” means a person in whose name a Security is registered.


 


“Indenture”
means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder.


 


“interest”
when used with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity at the rate prescribed in such Discount Security.


 


“Maturity,”
when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption, notice of option to elect repayment or otherwise.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice-President,
the Treasurer, the Secretary, any Assistant Treasurer, any Assistant Secretary or any Director of the Company or the Guarantor,
as applicable.


 


“Officer’s
Certificate” means a certificate signed by any Officer of the Company or the Guarantor, as applicable.


 


“Opinion
of Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company or the Guarantor.


 


“person”
means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


 


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts
in respect of, the Security.


 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office having direct responsibility for the administration
of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with a particular subject.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2 hereof.


 






     4


     


    

 


“Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Guarantor that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect
on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Guarantor that, taken together as a group, would
be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act, as such regulation is in effect on the date hereof.


 


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


 


“Subsidiary”
of any person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding voting stock of such person, (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such person, by such person and one or more of its other Subsidiaries or by one
or more of such person’s other Subsidiaries.


 


“Taxes”
has the meaning set forth in Section 13.2.


 


“Taxing
Jurisdiction” has the meaning set forth in Section 13.1.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code ss. ss. 77aaa-77bbbb), as amended from time to time, and as in effect on the
date of this Indenture; provided, however, that in the event the TIA is amended after such date, “TIA” means, to the
extent required by any such amendment, the Trust Indenture Act 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 this Indenture, and thereafter “Trustee” shall mean or include each person who is then
a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the
Securities of any Series shall mean the Trustee with respect to Securities of that Series.


 


“U.S.
Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment
of which 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 the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, and which in the case of (i) and (ii) are not callable or redeemable at the option
of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation
held by such custodian for the account of the holder of a depositary 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 depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation evidenced by such depositary receipt.


 






     5


     


    

 


SECTION
1.2         Other Definitions.


 


	Term	Defined
    in Section
	“Bankruptcy
    Code”	12.1.3
	“Bankruptcy
    Law”	6.1
	“Custodian”	6.1
	“Event
    of Default”	6.1
	“Guaranteed
    Obligations”	12.1.1
	“Legal
    Holiday”	10.7
	“mandatory
    sinking fund payment”	11.1
	“optional
    sinking fund payment”	11.1
	“Paying
    Agent”	2.4
	“Registrar”	2.4
	“successor
    person”	5.1
	“Taxes”	13.2
	“Taxing
    Jurisdiction”	13.1



 

SECTION
1.3         Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part
of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities. “indenture security holder” means a Securityholder. “indenture to be
qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the Securities means the Company, the Guarantor and any successor obligor upon the Securities.


 


All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC
rule under the TIA and not otherwise defined herein are used herein as so defined.


 


SECTION
1.4         Rules of Construction. Unless the context
otherwise requires:


 


(a)         
a term has the meaning assigned to it;


 


(b)         
an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;


 


(c)         
references to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect
as of the time when and for the period as to which such accounting principles are to be applied;


 






     6


     


    

 


(d)         
“or” is not exclusive;


 


(e)         
words in the singular include the plural, and in the plural include the singular;


 


(f)         
for purposes of the covenants and definitions set forth in this Indenture, amounts stated in Dollars shall be deemed to include
both Dollars and Dollar Equivalents; and


 


(g)         
provisions apply to successive events and transactions.


 


ARTICLE
II



THE SECURITIES


 


SECTION
2.1         Issuable in Series. The aggregate principal
amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officer’s Certificate of the Company detailing the adoption of the terms thereof pursuant to the authority
granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officer’s Certificate of the Company or supplemental indenture may provide for the method by which specified terms (such
as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the
benefits of the Indenture.


 


SECTION
2.2         Establishment of Terms of Series of Securities.
At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally,
in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of
Subsections 2.2.2 through 2.2.23) by a Board Resolution, a supplemental indenture or an Officer’s Certificate of the Company
pursuant to authority granted under a Board Resolution:


 


2.2.1         
the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);


 


2.2.2         
the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be
issued;


 


2.2.3         
any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.5);


 


2.2.4         
the date or dates on which the principal of the Securities of the Series is payable;


 






     7


     


    

 


2.2.5         
the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities
of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest
payment date;


 


2.2.6         
the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method
of such payment, if by wire transfer, mail or other means;


 


2.2.7         
if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities
of the Series may be redeemed, in whole or in part, at the option of the Company;


 


2.2.8         
the obligation, if any, of the Company to redeem, purchase or repay the Securities of the Series pursuant to any sinking fund
or analogous provisions or at the option of a Holder thereof upon the happening of any event and the period or periods within
which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation;


 


2.2.9         
the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at
the option of the Holders thereof and other detailed terms and conditions of such repurchase obligations;


 


2.2.10       
if other than minimum denominations of $200,000 and multiples of $1,000 in excess thereof, the minimum denominations in which
the Securities of the Series shall be issuable;


 


2.2.11       
whether the Securities will be issuable as Global Securities, the terms and conditions, if any, upon which such Global Security
may be exchanged in whole or in part for other individual Securities of such Series in definitive registered form, the Depository
for such Global Security and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu
of the legend referred to in Section 2.14.3;


 


2.2.12       
if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;


 


2.2.13       
the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined,
if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;


 


2.2.14       
any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section
6.2;


 






     8


     


    

 


2.2.15       
any addition to or change in the covenants set forth in Articles IV, V or XII which applies to Securities of the Series;


 


2.2.16       
any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies to such
Series);


 


2.2.17       
any depositories, interest rate calculation agents, or other agents with respect to Securities of such Series if other than those
appointed herein;


 


2.2.18       
the form and terms of the Guarantee, including any corresponding changes to the provisions of this Indenture as then in effect;


 


2.2.19       
the provisions relating to any security provided for the Securities of the Series;


 


2.2.20       
the subordination, if any, of the Securities of the Series pursuant to this Indenture and any changes or additions to the provisions
of this Indenture then in effect;


 


2.2.21       
if and as applicable, the terms and conditions of any right to exchange for or convert Securities of the Series into shares of
common stock of the Guarantor;


 


2.2.22       
any listing on a securities exchange; and


 


2.2.23       
the Currency or Currencies in which payment of the principal of, premium, if any, and interest on, Securities of the Series shall
be payable.


 


All
Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms
of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officer’s Certificate
of the Company referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances
of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officer’s
Certificate of the Company.


 


The
Securities of each Series shall be in substantially the form set forth in Exhibit A to this Indenture, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the form of Securities of any Series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 2.3 for the authentication and delivery of such Securities.


 






     9


     


    

 


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


 


SECTION
2.3         Execution and Authentication. Two Officers
shall sign the Securities for the Company by manual, facsimile or electronic signature.


 


If
an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security
shall nevertheless be valid.


 


A
Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


The
signature shall be conclusive evidence that the Security has been authenticated under this Indenture.


 


The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided
in the Board Resolution, supplemental indenture hereto or Officer’s Certificate of the Company, upon receipt by the Trustee
of a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions in writing
from the Company or its duly authorized agent or agents. Each Security shall be dated the date of its authentication.


 


The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate of the
Company delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior
to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.1) shall be fully protected
in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate of the Company establishing
the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officer’s Certificate of the Company complying with Section 10.4, and (c) an Opinion
of Counsel complying with Section 10.4.


 


The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors
or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would
expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, the Guarantor
or an Affiliate of either of them.


 






     10


     


    

 


SECTION
2.4         Registrar and Paying Agent. The Company
shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying
Agent”) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”).
The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company
will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar
or Paying Agent. If at any time the Company shall fail to maintain any such required Registrar or Paying Agent or shall fail to
furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


The
Company may also from time to time designate one or more co-registrars or additional paying agents and may from time to time rescind
such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
to maintain a Registrar and Paying Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the name or address of any such co-registrar or additional paying agent. The term “Registrar” includes any co-registrar
and the term “Paying Agent” includes any additional paying agent.


 


The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and custodian of Global Securities for the Depository
for each Series unless another Registrar, Paying Agent or custodian of Global Securities for the Depository, as the case may be,
is appointed prior to the time Securities of that Series are first issued.


 


SECTION
2.5         Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust,
for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.


 


The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company, the Guarantor or a Subsidiary of either of them) shall have no further liability for
the money. If the Company, the Guarantor or a Subsidiary of either of them acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent.


 


SECTION
2.6         Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee
may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses
of Securityholders of each Series of Securities.


 






     11


     


    

 


SECTION
2.7         Transfer and Exchange. Where Securities
of a Series are presented to the Registrar or a co- registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except
as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Sections 2.11, 3.6 or 9.5).


 


None
of the Company, the Guarantor or the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities
of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing or electronic
delivery of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on
the day of such mailing or electronic delivery, or (b) to register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being
called for redemption in part.


 


SECTION
2.8         Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding.


 


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


 


Upon
the issuance of any new Security under this Section, the Company 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.


 






     12


     


    

 


Every
new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company and the Guarantor, as applicable, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that Series duly issued hereunder.


 


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


 


SECTION
2.9         Outstanding Securities. The Securities
outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
hereof and those described in this Section as not outstanding.


 


If
a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it
that the replaced Security is held by a protected purchaser. Additionally, if a Security is paid pursuant to Section 2.8, it ceases
to be outstanding.


 


If
the Paying Agent (other than the Company, the Guarantor, a Subsidiary of either of them or an Affiliate of any thereof) holds
on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them ceases to accrue unless otherwise provided by
a Board Resolution, a supplemental indenture or an Officer’s Certificate of the Company with respect to any Series.


 


A
Security does not cease to be outstanding because the Company, the Guarantor or an Affiliate of either of them holds the Security.


 


In
determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding
for such purposes shall be the amount of the principal thereof 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 6.2.


 


SECTION
2.10       Treasury Securities. In determining whether the Holders of the
required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent
or waiver, Securities of a Series owned by the Company, the Guarantor or an Affiliate of either of them shall be disregarded,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver only Securities of a Series that a responsible officer in the Corporate Trust Office of the
Trustee knows are so owned shall be so disregarded.


 


SECTION
2.11       Temporary Securities. Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary
Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate
for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate
definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary
Securities shall have the same rights under this Indenture as the definitive Securities.


 






     13


     


    

 


SECTION
2.12       Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation.


 


The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange
or payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of such canceled Securities in accordance with its customary procedures (subject to the record
retention requirement of the Exchange Act) and upon written instruction from the Company deliver a certificate of such destruction
to the Company, unless the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has
paid or delivered to the Trustee for cancellation.


 


SECTION
2.13       Defaulted Interest. If the Company defaults in a payment of
interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 30 days before the record date, the Company shall mail or electronically
deliver to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the
amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.


 


SECTION
2.14       Global Securities.


 


2.14.1       
General; Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate of
the Company shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more
Global Securities and the Depository for such Global Security or Securities. If the Company shall establish that the Securities
of a particular Series are to be issued as a Global Security, then the Company shall execute one or more Global Securities that
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the outstanding
Securities of such Series, (ii) shall be registered in the name of the Depository or its nominee and (iii) shall be delivered
to the Trustee as custodian for the Depository or otherwise delivered pursuant to the Depository’s instruction, and the
Trustee, in accordance with Section 2.3, shall authenticate such Global Security or Global Securities.


 


2.14.2       
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered
in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to
be a clearing agency registered under the Exchange Act or any other applicable U.S. or foreign statute or regulation, and, in
either case, the Company fails to appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event
of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names
as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 






     14


     


    

 


Except
as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect
to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee
of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.


 


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 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.


 


Neither
the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depository.


 


2.14.3       
Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: “THIS GLOBAL
SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE


 


INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.7 OF THE INDENTURE,
(III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE
OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.”


 






     15


     


    

 


2.14.4       
Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take
under the Indenture.


 


2.14.5       
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section
2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


2.14.6       
Consents, Declaration and Directions. Except as provided in Section 2.14.4, the Company, the Guarantor, the Trustee and
any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by
a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.
Notwithstanding the foregoing, prior to the due presentation for registration of transfer of any Security, the Company, the Guarantor,
the Trustee and the Agents may deem and treat the person in whose name a Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, premium, if any, and interest on such Security and for all other purposes
whatsoever (except for purposes of obtaining any consents, declarations, waivers or directions) including the transfer or exchange
of such Security, whether or not such Security is overdue, and none of the Company, the Guarantor, the Trustee or the Agents shall
be affected by notice to the contrary.


 


SECTION
2.15       CUSIP, ISIN and Common Code Numbers. The Company in issuing
the Securities may use CUSIP, ISIN and/or Common Code numbers (if then generally in use), and, if so, the Trustee shall use CUSIP,
ISIN and/or Common Code 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 Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee in writing of any change in the CUSIP, ISIN and/or Common Code numbers.


 


SECTION
2.16       Securities Denominated in Foreign Currencies. Except as otherwise
specified pursuant to Section 2.2 for Securities of any Series, payment of the principal of, premium, if any, and interest on,
Securities of such Series denominated in any Foreign Currency will be made in such Foreign Currency.


 






     16


     


    

 


In
the event any Foreign Currency or Currencies in which any payment with respect to any Series of Securities may be made ceases
to be a freely convertible Currency on United States Currency markets, for any date thereafter on which payment of principal of,
premium, if any, or interest on the Securities of a Series is due, the Company shall select the Currency of payment for use on
such date, all as provided in the Securities of such Series, in a Board Resolution, a supplemental indenture or an Officer’s
Certificate. In such event, the Company shall notify the Trustee of the Currency which it has selected to constitute the funds
necessary to meet the Company’s obligations on such payment date and of the amount of such Currency to be paid. Such amount
shall be determined as provided in the Securities of such Series, in a Board Resolution, a supplemental indenture or an Officer’s
Certificate of the Company. The payment with respect to such payment date shall be deposited with the Trustee or the Paying Agent
by the Company or the Guarantor solely in the Currency so selected.


 


SECTION
2.17       Designated Currency. The Company may provide pursuant to Section
2.2 for Securities of any Series that:


 


(a)         
the obligation, if any, of the Company to pay the principal of, premium, if any, and interest on the Securities of any Series
in a Foreign Currency or Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.2.23 is of
the essence and agrees that, to the fullest extent possible under applicable law, judgments in respect of Securities of such Series
shall be given in the Designated Currency;


 


(b)         
the obligation of the Company to make payments in the Designated Currency of the principal of, premium, if any, and interest on
such Securities shall be discharged, notwithstanding any payment in any other Currency (whether pursuant to a judgment or otherwise),
only to the extent of the amount in the Designated Currency that the Securityholder receiving such payment, in accordance with
normal banking procedures, may purchase with the amount paid in such other Currency after any premium and cost of exchange on
the business day in the country of issue of the Designated Currency or in the international banking community immediately following
the day on which such Securityholder receives such payment;


 


(c)         
if the amount in the Designated Currency that may be so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and


 


(d)         
any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.


 






     17


     


    

 


ARTICLE
III



REDEMPTION


 


SECTION
3.1         Notice to Trustee. The Company may, with
respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided
for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, the Company shall notify the
Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice
at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


SECTION
3.2         Selection of Securities to be Redeemed.
Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officer’s Certificate
of the Company, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the
Series to be redeemed in any manner in accordance with the procedures of the Depository. The Trustee shall make the selection
from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than $200,000. Securities of the Series and portions
of them it selects shall be in amounts of $200,000 or multiples of $1,000 in excess thereof or, with respect to Securities of
any Series issuable in other denominations or other Currencies pursuant to Section 2.2.10 and Section 2.2.23, respectively, the
minimum principal denomination for each Series and integral multiples thereof and the applicable Currency for such Series. Provisions
of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series
called for redemption.


 


SECTION
3.3         Notice of Redemption. Unless otherwise
indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate of the
Company, at least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by
first-class mail (or deliver such notice electronically in accordance with the procedures of the Depository) to each Holder whose
Securities are to be redeemed.


 


The
notice shall identify the Securities of the Series to be redeemed and shall state:


 


(a)         
the redemption date;


 


(b)         
the redemption price;


 


(c)         
if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after
the redemption date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed
portion shall be issued upon cancellation of the original Security;


 


(d)         
the name and address of the Paying Agent;


 






     18


     


    

 


(e)         
that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)         
that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;


 


(g)         
the CUSIP, ISIN or Common Code numbers, if any, printed on the Securities being redeemed;


 


and


 


(h)         
any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.


 


At
the Company’s request and upon its provision of such notice information, the Trustee shall give the notice of redemption
in the Company’s name and at its expense.


 


SECTION
3.4         Effect of Notice of Redemption. Once
notice of redemption is mailed or delivered electronically as provided in Section 3.3, Securities of a Series called for redemption
become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date.
On and after the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for
redemption (unless the Company defaults in the payment of the redemption price and accrued interest).


 


SECTION
3.5         Deposit of Redemption Price. On or before
10:00 a.m. New York City time (or such other time as may be specified pursuant to Section 2.2 with respect to any Security denominated
in a Foreign Currency) on the redemption date, the Company or the Guarantor shall deposit with the Paying Agent money sufficient
to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


SECTION
3.6         Securities Redeemed in Part. Upon surrender
of a certificated Security that is redeemed in part, the Trustee shall authenticate for the Holder a new certificated Security
of the same Series and the same maturity equal in principal amount to the unredeemed portion of the certificated Security surrendered.


 


ARTICLE
IV



COVENANTS


 


SECTION
4.1         Payment of Principal and Interest. The
Company covenants and agrees for the benefit of the Holders of each Series of Securities that the Company will duly and punctually
pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and
this Indenture. Any amounts to be given to the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent by
10:00 a.m., New York City time (or such other time as may be specified pursuant to Section 2.2 with respect to any Security denominated
in a Foreign Currency), by the Company or the Guarantor. Such payments shall be considered made on the date due if on such date
the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to make all payments with respect to
such Securities then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture.


 






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SECTION
4.2         SEC Reports. The Guarantor shall deliver
to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents,
and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which
the Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company and the Guarantor
also shall comply with the other provisions of TIA ss. 314(a). For the avoidance of doubt, the Guarantor will be deemed to have
furnished such reports referred to above to the Trustee and the Holders, as applicable, if the Guarantor has filed such reports
with the SEC via its Electronic Data Gathering, Analysis and Retrieval (EDGAR) System filing system (or any successor system thereto)
and such reports are publicly available. The Guarantor will notify the Trustee of the filing by email or otherwise.


 


Delivery
of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s or the Guarantor’s compliance with any of their covenants hereunder (as to which
the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).


 


SECTION
4.3         Compliance Certificate. The Company and
the Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s
Certificate signed by one of the principal executive, financial or accounting officers of the Company and the Guarantor, stating
that a review of the activities of the Company, the Guarantor and their respective Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to determining whether the Company and the Guarantor have
kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the Company and the Guarantor have kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge).


 


The
Company will, so long as any of the Securities are outstanding, deliver in writing to a Responsible Officer of the Trustee, within
10 Business Days after becoming aware of any Default or Event of Default that is continuing, an Officer’s Certificate specifying
such Default or Event of Default and what action the Company has taken, is taking or proposes to take with respect thereto.


 


SECTION
4.4         Stay, Extension and Usury Laws. The Company
and the Guarantor covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the performance of this Indenture, the Guarantee or the Securities;
and the Company and the Guarantor (to the extent they may lawfully do so) hereby expressly waive all benefit or advantage of any
such law and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.


 






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SECTION
4.5         Corporate Existence. Subject to Article
V, the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect
their corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in accordance with
the respective organizational documents of each Significant Subsidiary and the rights (charter and statutory), licenses and franchises
of the Company, the Guarantor and the Significant Subsidiaries; provided, however, that the Company and the Guarantor shall not
be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Significant
Subsidiary, if the Company’s Board of Directors shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company, the Guarantor and their respective Subsidiaries taken as a whole and that the loss
thereof is not adverse in any material respect to the Holders.


 


SECTION
4.6         Taxes. The Company and the Guarantor
shall, and the Guarantor shall cause, its Significant Subsidiaries to, pay prior to delinquency all material taxes, assessments
and governmental levies, except as contested in good faith and by appropriate proceedings.


 


ARTICLE
V



SUCCESSORS


 


SECTION
5.1         When the Company and the Guarantor May Merge,
Etc. The Company and the Guarantor shall not consolidate with or merge into, or convey, transfer or lease all or substantially
all of their respective properties and assets to, any person (a “successor person”), except in the case of the Company
with, into or to the Guarantor or any other Subsidiary of the Guarantor (provided that the successor person (if any) expressly
assumes by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Company’s
obligations on the Securities and under this Indenture), unless:


 


(a)         
either (i) the Company or the Guarantor, as applicable, is the successor person or (ii) the successor person is a corporation,
partnership, trust or other entity organized and validly existing under the laws of (1) in the case of the Company, the United
Kingdom, any member country of the European Union or any U.S. domestic jurisdiction or (2) in the case of the Guarantor, any U.S.
domestic jurisdiction;


 


(b)         
the successor person expressly assumes by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, (i) in the case of the Company, the Company’s obligations on the Securities and under this Indenture or
(ii) in the case of the Guarantor, the Guarantor’s obligations with respect to its Guarantee of the Securities and under
this Indenture; and


 






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(c)         
immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 


The
Company or the Guarantor, as applicable, shall deliver to the Trustee prior to the consummation of the proposed transaction an
Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.


 


For
purposes of the foregoing, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of the Company
or the Guarantor, as applicable (other than to the Guarantor or any other Subsidiary of the Guarantor), which, if such assets
were owned by the Company or the Guarantor, as applicable, would constitute all or substantially all of the properties and assets
of the Company or the Guarantor, as applicable, shall be deemed to be the transfer of all or substantially all of the properties
and assets of the Company or the Guarantor, as applicable, but a bona fide pledge or hypothecation will be deemed not to be prohibited
by this Indenture.


 


SECTION
5.2         Successor Corporation Substituted. Upon
any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of
the Company or the Guarantor, as applicable, in accordance with Section 5.1, the successor corporation formed by such consolidation
or into or with which the Company or the Guarantor, as applicable, is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor,
as applicable, under this Indenture with the same effect as if such successor person has been named as the Company or the Guarantor,
as applicable, herein; provided, however, that the predecessor Company or the Guarantor, as applicable, in the case of a sale,
lease, conveyance or other disposition shall not be released from the obligation to pay the principal of and interest, if any,
on the Securities. The Company or the Guarantor, as applicable, the Trustee and the successor person shall enter into a supplemental
indenture to evidence the succession and substitution of such successor person and such discharge and release of the Company or
the Guarantor, as applicable.


 


ARTICLE
VI



DEFAULTS AND REMEDIES


 


SECTION
6.1         Events of Default.


 


“Event
of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless
in the establishing Board Resolution, supplemental indenture or Officer’s Certificate of the Company, it is provided that
such Series shall not have the benefit of said Event of Default:


 


(a)         
default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company or the Guarantor with the
Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or


 






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(b)         
default in the payment of the principal, other than a scheduled installment payment, or premium, if any, of any Security of that
Series when such payment becomes due and payable, at its Maturity, upon redemption, by acceleration or otherwise; or


 


(c)         
default in the deposit of any sinking fund payment, when as due in respect of any Security of that Series; or


 


(d)         
default in the performance or breach of any covenant or warranty of the Company or the Guarantor in this Indenture (other than
a covenant or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that
Series), which default continues uncured for a period of 60 days after there has been given, by registered or certified mail,
to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25%
in aggregate principal amount of the outstanding Securities of that Series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(e)         
(A) the Company’s or the Guarantor’s failure to make any payment by the end of any applicable grace period after maturity
of their respective indebtedness, which term as used in this clause (e) means obligations (other than nonrecourse obligations)
of the Company or the Guarantor for borrowed money or evidenced by bonds, debentures, notes or similar instruments in an amount
(taken together with amounts in (B)) in excess of $100 million and continuance of such failure, or (B) the acceleration of their
respective indebtedness in an amount (taken together with the amounts in (A)) in excess of $100 million because of a default with
respect to such indebtedness without such indebtedness having been discharged or such acceleration having been cured, waived,
rescinded or annulled in case of (A) or (B) above, for a period of 30 days after written notice to the Company and the Guarantor
by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of
the outstanding Securities of that Series; however, if any such failure or acceleration referred to in (A) or (B) above shall
cease or be cured or be waived, rescinded or annulled in accordance with the terms of the applicable indebtedness, then the Event
of Default by reason thereof shall be deemed not to have occurred;


 


(f)         
the Company, the Guarantor or any of the Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:


 


(i)          
commences a voluntary case,


 


(ii)         
consents to the entry of an order for relief against it in an involuntary case,


 


(iii)        
consents to the appointment of a Custodian of it or for all or substantially all of its property, or


 





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(iv)        
makes a general assignment for the benefit of its creditors;


 


(g)         
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)          
is for relief against the Company, the Guarantor or any of the Significant Subsidiaries in an involuntary case,


 


(ii)         
appoints a Custodian of the Company, the Guarantor or any of the Significant Subsidiaries or for all or substantially all of its
respective property, or


 


(iii)        
orders the liquidation of the Company, the Guarantor or any of the Significant Subsidiaries, and the order or decree remains unstayed
and in effect for 60 days;


 





(h)         
the Guarantee by the Guarantor ceases to be in full force and effect or is declared null and void or the Guarantor denies that
it has any further liability under its Guarantee to the Holders of Securities of that Series, or has given notice to such effect
(other than by reason of the release of such Guarantee in accordance with this Indenture), and such condition shall have continued
for a period of 30 days after written notice has been given to the Company and the Guarantor by the Trustee or to the Company,
the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that
Series; or


 


(i)          
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate of the Company, in accordance with Section 2.2.14.


 


The
term “Bankruptcy Law” means Title 11, U.S. Code, UK Insolvency Act 1986 or any similar foreign, federal or State law
for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, administrator, administrative
receiver, liquidator or similar official under any Bankruptcy Law.


 


SECTION
6.2         Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing
(other than an Event of Default as to the Company or the Guarantor referred to in Section 6.1(f) or (g)) then in every such case
the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Securities of that Series may
declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount
as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that
Series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any,
shall become immediately due and payable. If an Event of Default specified in Section 6.1(f) or (g) shall occur as to the Company
or the Guarantor, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or
any Holder.


 






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At
any time after such a declaration of acceleration with respect to any Series 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
principal amount of the outstanding Securities of that Series, by written notice to the Company, the Guarantor and the Trustee,
may rescind and annul such declaration and its consequences if:


 


(a)         
the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay


 


(i)          
all overdue interest, if any, on all Securities that Series,


 


(ii)         
the principal of any Securities of that Series that has become due otherwise than by such declaration of and interest thereon
at the rate or rates therefor in such Securities,


 


(iii)        
to the extent that payment of such interest is legally enforceable, interest upon any overdue principal and overdue interest at
the rate or rates prescribed therefor in such Securities of that Series, and that if:


 


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


 


(b)         
all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest of Securities
of that Series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section
6.13.


 


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


 


SECTION
6.3        Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants


 


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


 


(b)         
default is made in the payment of principal of any Security at the Maturity thereof, or


 


(c)         
default is made in the deposit of any sinking fund payment when and as due by the terms of a Security,


 


then,
the Company will, upon demand of the Trustee, pay to them, for the benefit of the Holders of such Securities, the whole amount
then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal or any overdue interest, at the rate or rates prescribed therefor in such 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.


 






     25


     


    

 


If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute 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 the Company or the Guarantor upon such Securities and collect the moneys adjudged
or deemed to be payable in the manner provided by law out of the property of the Company or the Guarantor upon such Securities,
wherever situated.


 


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


 


SECTION
6.4         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 the Company or the Guarantor upon the Securities or the property of the Company or the
Guarantor or their creditors, the Trustee (irrespective of whether the principal of the Securities 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
Company or the Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,


 


(a)         
to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to
file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, indemnity, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and


 


(b)         
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due 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 7.7.


 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 






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SECTION
6.5        Trustee May Enforce Claims Without Possession
of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered.


 


SECTION
6.6        Application of Money Collected. 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 or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First:
To the payment of all amounts due the Trustee under Section 7.7; and


 


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


 


Third:
To the Company or as a court of competent jurisdiction may direct in a final non-appealable judgment.


 


SECTION
6.7        Limitation on Suits. No Holder of any
Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(a)         
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that Series;


 


(b)         
the Holders of not less than 25% in principal amount of the outstanding Securities of that Series 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;


 


(c)         
such Holder or Holders have offered to the Trustee indemnity or security satisfactory to it against the costs, expenses and liabilities
to be incurred in compliance with such request;


 


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


 


(e)         
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 principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more
of such Holders 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 of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all such Holders.


 






     27


     


    

 


SECTION
6.8           Unconditional Right of Holders to Receive
Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


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


 


SECTION
6.10         Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION
6.11         Delay or Omission Not Waiver. No delay or omission of the Trustee
or of any Holder of any Securities 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 may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


SECTION
6.12         Control by Holders. The Holders of a majority in principal amount
of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities
of such Series, provided that


 


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


 


(b)         
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


 






     28


     


    

 


(c)         
subject to the provisions of Section 7.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability.


 


SECTION
6.13      Waiver of Past Defaults. Subject to Section 6.2, the Holders
of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all
the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default
in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority
in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent thereon.


 


SECTION
6.14      Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company or the Guarantor, to
any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than
10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed
in such Security (or, in the case of redemption, on the redemption date).


 


ARTICLE
VII



TRUSTEE


 


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


 


(a)         
Except during the continuance of an Event of Default:


 


(i)          
The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied duties
shall be read into this Indenture against the Trustee.


 






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(ii)         
In the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished
to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates
or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall
examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the requirements
of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(b)         
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)          
This paragraph does not limit the effect of paragraph (b) of this Section.


 


(ii)         
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.


 


(iii)         
The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities
of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
Series.


 


(c)         
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.


 


(d)         
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against
any loss, liability or expense.


 


(e)         
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company
and the Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by
law.


 


(f)         
No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.


 






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(g)         
The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and subject to the
standard of care as are set forth in paragraphs (b), (c), (f) and (g) of this Section with respect to the Trustee.


 


SECTION
7.2         Rights of Trustee.


 


(a)         
The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)         
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or
Opinion of Counsel.


 


(c)         
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by
any Depository.


 


(d)         
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers.


 


(e)         
The Trustee may consult with counsel of its choosing and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(f)         
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(g)         
The Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities, unless either
(1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default
or Event of Default shall have been received by the Trustee at the Corporate Trust Office and such notice references this Indenture
and the applicable Series of Securities.


 


(h)         
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(i)          
In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 




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(j)          
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent,
custodian and any other person employed to act hereunder. 







 


(k)         
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit.


 


SECTION
7.3          Individual Rights of Trustee. The Trustee
in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company,
the Guarantor or an Affiliate of either of them with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


SECTION
7.4          Trustee’s Disclaimer. The Trustee
makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the
Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other
than its authentication.


 


SECTION
7.5          Notice of Defaults. If a Default or Event
of Default occurs and is continuing with respect to the Securities of any Series and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall mail (or deliver electronically in accordance with the procedures of the Depository)
to each Securityholder of the Securities of that Series notice of a Default or Event of Default within 90 days after it occurs
or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case
of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Securityholders of that Series.


 


SECTION
7.6          Reports by Trustee to Holders. Within
60 days after May 15 in each year commencing May 15, 20[ ], the Trustee shall transmit by mail to all Securityholders, as their
names and addresses appear on the register kept by the Registrar, a brief report dated as of such May 15, in accordance with,
and to the extent required under, TIA ss. 313.


 


A
copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange
on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series
are listed on any stock exchange.


 


SECTION
7.7          Compensation and Indemnity. The Company
and the Guarantor shall, jointly and severally, pay to the Trustee compensation as agreed to in writing between the Company, the
Guarantor and the Trustee from time to time. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust.


 






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The
Company and the Guarantor shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The
Company and the Guarantor shall, jointly and severally, indemnify the Trustee, in each of its capacities hereunder, (including
the cost of defending itself) against any claims, loss, liability or expense incurred by it except as set forth in the next paragraph
in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company and the Guarantor
promptly of any claim for which it may seek indemnity. The Company and the Guarantor shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company and the Guarantor shall pay the reasonable fees
and expenses of such counsel. The Company and the Guarantor need not pay for any settlement made without their consent, which
consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.


 


The
Company and the Guarantor need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or
by any officer, director, employee or agent of the Trustee through its own negligence or willful misconduct.


 


To
secure the Company’s and the Guarantor’s payment obligations in this Section, the Trustee shall have a lien prior
to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal
and interest on particular Securities of that Series.


 


When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f) or (g) occurs, the expenses
and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.


 


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


 


SECTION
7.8         Replacement of Trustee. A resignation
or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section.


 


The
Trustee may resign with respect to the Securities of one or more Series by so notifying Company and the Guarantor. The Holders
of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying
the Trustee, the Company and the Guarantor. The Company may remove the Trustee with respect to Securities of one or more Series
if:


 


(a)         
the Trustee fails to comply with Section 7.10;


 


(b)         
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)         
a Custodian or public officer takes charge of the Trustee or its property; or


 






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(d)         
the Trustee becomes incapable of acting.


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Securities of the applicable Series may appoint a successor Trustee to replace the successor Trustee appointed
by the Company.


 


If
a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities
of the applicable Series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


If
the Trustee with respect to the Securities of any one or more Series fails to comply with Section 7.10, any Securityholder of
the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company and the Guarantor.
Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee at the
expense of the Company and the Guarantor subject to the lien provided for in Section 7.7, and the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail
(or deliver electronically in accordance with the procedures of the Depository) a notice of its succession to each Securityholder
of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s and the Guarantor’s
obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities
incurred by it prior to such replacement.


 


SECTION
7.9         Successor Trustee by Merger, Etc. If
the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act shall be the successor Trustee.


 


SECTION
7.10       Eligibility; Disqualification. This Indenture shall always have
a Trustee who satisfies the requirements of TIA ss.ss. 310(a) (1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA ss. 310(b).


 


SECTION
7.11       Preferential Collection of Claims. The Trustee is subject to
TIA ss. 311(a), excluding any creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall
be subject to TIA ss. 311(a) to the extent indicated.


 






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ARTICLE
VIII



SATISFACTION AND DISCHARGE; DEFEASANCE


 


SECTION
8.1         Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.1), and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


 


(a)         
either


 


(i)         
all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that
have been replaced or paid) have been delivered to the Trustee for cancellation; or


 


(ii)        
all such Securities not theretofore delivered to the Trustee for cancellation


 


(1)         
have become due and payable, or


 


(2)         
will become due and payable at their Stated Maturity within one year, or


 


(3)         
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 Company, or


 


(4)         
are deemed paid and discharged pursuant to Section 8.3, as applicable;


 


and
the Company or the Guarantor, in the case of (1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case
of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption
date, as the case may be;


 


(b)         
the Company and Guarantor have paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor; and


 


(c)         
the Company 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.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section
7.7, and, if money shall have been deposited with the Trustee pursuant to clause


 






     35


     


    

 


(d)         
of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.


 


SECTION
8.2         Application of Trust Funds; Indemnification.


 


(a)         
Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money, U.S. Government
Obligations and Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received
by the Trustee in respect of U.S. Government Obligations and Foreign Government Obligations deposited with the Trustee pursuant
to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor acting as its own
Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such
money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated
by Sections 8.3 or 8.4.


 


(b)         
The Company and the Guarantor shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest
and principal received in respect of such obligations other than any payable by or on behalf of Holders.


 


(c)         
The Trustee shall deliver or pay to the Company or the Guarantor, as applicable, from time to time upon Company Request any U.S.
Government Obligations, Foreign Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion
of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered
to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for
which such U.S. Government Obligations, Foreign Government Obligations or money were deposited or received. This provision shall
not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


SECTION
8.3         Legal Defeasance of Securities of any Series.
Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.16, to be inapplicable to Securities of any Series, the
Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities
of such Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the
expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:


 


(a)         
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i)
payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on
the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund
payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and the Securities of such Series;


 






     36


     


    

 


(b)         
the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


(c)         
the rights, powers, trust and immunities of the Trustee hereunder;


 


provided
that, the following conditions shall have been satisfied:


 


(a)         
the Company or the Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust
for making the purpose of the following payments, specifically pledged as security for and dedicated solely to the benefit of
the Holders of such Securities (i) in the case of Securities denominated in Dollars, cash in Dollars (or such other money or currencies
as shall then be legal tender in the United States) and/or U.S. Government Obligations or (ii) in the case of Securities denominated
in a Currency other than Dollars, cash in such Currency and/or Foreign Government Obligations denominated in such Currency, which
through the payment of interest, premium, if any, and principal in respect thereof, in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of, premium, if any, and interest, if any, on all the Securities of such
Series on the dates such installments of interest or principal are due;


 


(b)         
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company or the Guarantor are a party or by which they are bound;


 


(c)         
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit;


 


(d)         
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i)
the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series
will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had not occurred;


 


(e)         
the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
or the Guarantor, as applicable, with the intent of preferring the Holders of the Securities of such Series over any other creditors
of the Company or the Guarantor with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company
or the Guarantor;


 






     37


     


    

 


(f)         
such deposit shall not result in the trust arising from such deposit constituting an investment company (as defined in the U.S.
Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder;
and


 


(g)         
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance by this Section have been complied with.


 


SECTION
8.4         Covenant Defeasance.


 


Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.16 to be inapplicable to Securities of any Series, on and after
the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company and the Guarantor may omit to comply
with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an Officer’s
Certificate of the Company delivered pursuant to Section 2.2.16 (and the failure to comply with any such covenants shall not constitute
a Default or Event of Default under Section 6.1), with respect to the Securities of such Series, provided that the following conditions
shall have been satisfied:


 


(a)         
With reference to this Section 8.4, the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as
provided in Section 8.2(c)) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities (i) in the case of Securities denominated in Dollars, cash in Dollars (or such
other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations or (ii) in the
case of Securities denominated in a Currency other than Dollars, cash in such Currency and/or Foreign Government Obligations denominated
in such Currency, which through the payment of interest, principal and premium, if any, in respect thereof, in accordance with
their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later
than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay
principal and interest, if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such
installments of interest or principal are due;


 


(b)         
Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company or the Guarantor is a party or by which they are bound;


 






     38


     


    

 


(c)         
No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit or during the period ending on the 91st day after such date;


 


(d)         
the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series
will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance
and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such deposit and defeasance had not occurred;


 


(e)         
the Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company
or the Guarantor, as applicable, with the intent of preferring the Holders of the Securities of such Series over any other creditors
of the Company or the Guarantor or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company or the Guarantor; and


 


(f)         
The Company shall have 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 defeasance contemplated by this Section 8.4 have been complied with.


 


SECTION
8.5         Repayment to the Company. The Trustee
and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that
remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.


 


SECTION
8.6         Reinstatement. If the Trustee or any
Paying Agent is unable to apply any money in accordance with Section 8.2 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s and the Guarantor’s obligations under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.1, 8.3 or 8.4 until such time as the Trustee or such Paying Agent is permitted
to apply all such money in accordance with Section 8.2.


 


ARTICLE
IX



AMENDMENTS AND WAIVERS


 


SECTION
9.1         Without Consent of Holders. The Company,
the Guarantor and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent
of any Securityholder:


 


(a)         
to cure any ambiguity, defect or inconsistency;


 


(b)         
to comply with Article V;


 






     39


     


    

 


(c)         
to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(d)         
to make any change that does not materially adversely affect in any material respect the legal rights of any Securityholder;


 


(e)         
to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this
Indenture;


 


(f)         
in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating
to subordination that would limit or terminate the benefits available to any holder of senior Debt under such provisions (but
only if each such holder of senior Debt consents to such change);


 


(g)         
to add to, change or eliminate any of the provisions of this Indenture with respect to Securities of a Series; although no such
addition, change or elimination may apply to Securities of any Series created prior to the execution of such amendment and entitled
to the benefit of such provision, nor may any such amendment modify the rights of a Holder of any Security with respect to such
provision, unless the amendment becomes effective only when there is no outstanding Security of any Series created prior to such
amendment and entitled to the benefit of such provision;


 


(h)         
to secure the Securities of any Series or any Guarantee thereof;


 


(i)          
to add additional Guarantor(s) of any Series of Securities;


 


(j)          
to add to the Company’s or Guarantor’s covenants or obligations under this Indenture for the protection of the Holders
or surrender any right, power or option conferred by this Indenture on the Company or the Guarantor;


 


(k)         
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee; or


 


(l)          
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


 


SECTION
9.2         With Consent of Holders. (a) The Company,
the Guarantor and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority
in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least
a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee (including
consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance
by the Company or the Guarantor with any provision of this Indenture or the Securities with respect to such Series.


 






     40


     


    

 


It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a
supplemental indenture or waiver under this section becomes effective, the Company or the Guarantor shall mail (or deliver electronically
in accordance with the procedures of the Depository) to the Holders of Securities affected thereby, a notice briefly describing
the supplemental indenture or waiver. Any failure by the Company or the Guarantor to mail (or deliver electronically in accordance
with the procedures of the Depository) or publish such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.


 


(a)          
Without the consent of each Securityholder affected, an amendment or waiver may not be made to, as to any non-consenting Securityholder:


 


(i)          
reduce the percentage of principal amount of outstanding Securities whose Holders must consent to an amendment, supplement or
waiver;


 


(ii)         
reduce the rate of or change the time for payment of interest (including default interest) on any Security;


 


(iii)        
reduce the principal amount of or the premium, if any, on any Security or change the Stated Maturity of any Security or reduce
the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;


 


(iv)        
in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture
relating to subordination that adversely affects the rights of any Holder under such provisions;


 


(v)         
reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;


 


(vi)        
waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on any Security
(except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount
of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);


 


(vii)       
make the principal of or interest, if any, on any Security payable in any Currency other than that stated in the Security;


 


(viii)      
make any change in Sections 6.8, 6.13 or 9.2;


 






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(ix)        
release the Guarantor from its obligations in respect of its Guarantee of any Series or modify the Guarantee of any Series other
than in accordance with the provisions of this Indenture; or


 


(x)         
waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any
Securities.


 


SECTION
9.3         Compliance with Trust Indenture Act.
Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto
that complies with the TIA as then in effect.


 


SECTION
9.4         Revocation and Effect of Consents. Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.


 


Any
amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless
it is of the type described in any of clauses (i) through (x) of Section 9.2(b). In that case, the amendment or waiver shall bind
each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security.


 


SECTION
9.5         Notation on or Exchange of Securities.
The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated.
The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities
of that Series that reflect the amendment or waiver.


 


SECTION
9.6         Trustee Protected. In executing, or accepting
the additional trusts created by any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall receive, and (subject to Section 7.1) shall be fully protected in relying upon, in
addition to the documents required by Section 10.4, an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need
not sign any supplemental indenture that adversely affects its rights, duties, liabilities or immunities.


 


ARTICLE
X



MISCELLANEOUS


 


SECTION
10.1      Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA,
such required or deemed provision shall control.


 






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SECTION
10.2      Notices. Any notice or communication by the Company, the Guarantor
or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail:


 


if
to the Company:



Omnicom Finance Holdings plc

Bankside 3, 90-100 Southwark Street

London, SE1 0SW

United Kingdom

Attention: Secretary


 


if
to the Guarantor:



Omnicom Group Inc.

437 Madison Avenue

New York, New York 10022

Attention: General Counsel


 


if
to the Trustee:



Deutsche Bank Trust Company Americas

Trust and Agency Services

60 Wall Street, 24th Floor

MS: NYC60-2405

New York, NY 10005

Attention: Corporates – Omnicom Finance Holdings plc

Fax: 732-578-4635


 


The
Company and the Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent
notices or communications.


 


Any
notice or communication to a Securityholder shall be mailed by first-class mail to their address shown on the register kept by
the Registrar or delivered electronically in accordance with the procedures of the Depository.


 


Failure
to mail (or deliver electronically in accordance with the procedures of the Depository) a notice or communication to a Securityholder
of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other
Series.


 


If
a notice or communication is mailed or published (or delivered electronically in accordance with the procedures of the Depository)
in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.


 


If
the Company or the Guarantor mails (or delivers electronically in accordance with the procedures of the Depository) a notice or
communication to Securityholders, it shall mail or deliver electronically a copy to the Trustee and each Agent at the same time.


 






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SECTION
10.3       Communication by Holders with Other Holders. Securityholders
of any Series may communicate pursuant to TIA ss. 312(b) with other Securityholders of that Series or any other Series with respect
to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Guarantor, the Trustee,
the Registrar and anyone else shall have the protection of TIA ss. 312(c).


 


SECTION
10.4       Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company or the Guarantor to the Trustee to take any action under this Indenture, the Company or
the Guarantor shall furnish to the Trustee:


 


(a)         
an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with; and


 


(b)         
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


SECTION
10.5      Statements Required in Certificate or Opinion. Each certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss. 314(e) and shall include:


 


(a)         
a statement that the person making such certificate or opinion has read such covenant or condition;


 


(b)         
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;


 


(c)         
a statement that, in the opinion of 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


 


(d)         
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.


 


SECTION
10.6       Rules by Trustee and Agents. The Trustee may make reasonable
rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.


 


SECTION
10.7       Legal Holidays. Unless otherwise provided by Board Resolution,
Officer’s Certificate of the Company or supplemental indenture for a particular Series, a “Legal Holiday” is
any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.


 


SECTION
10.8       No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.
Each Securityholder by accepting a Security waives and releases all such liability.


 






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The
waiver and release are part of the consideration for the issue of the Securities.


 


SECTION
10.9       Counterparts. This Indenture may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.


 


SECTION
10.10     Governing Laws. THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT
OF LAWS PROVISIONS THEREOF.


 


SECTION
10.11     No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret
another indenture, loan or debt agreement of the Company, the Guarantor or a Subsidiary of either of them. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


SECTION
10.12     Successors. All agreements of the Company and the Guarantor in this Indenture and the
Securities shall bind their successor. All agreements of the Trustee in this Indenture shall bind its successor.


 


SECTION
10.13     Severability. In case any provision in this Indenture or in the Securities 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
10.14     Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered
a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


SECTION
10.15     USA Patriot Act. In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding
of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable
Law”), the Trustee is required to obtain, verify, record and update certain information relating to individuals and entities
which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee, upon
its request from time to time such identifying information and documentation as may be available for such party in order to enable
the Trustee to comply with Applicable Law.


 






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SECTION
10.16     Force Majeure. The Trustee and the Agents shall not incur any liability for not performing
any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee
or any Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority,
any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of
the Federal Reserve Bank wire or facsimile or other wire or communication facility); provided that nothing in this Section 10.16
shall alter the Trustee’s standard of care under the TIA; and provided further that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


SECTION
10.17     Consent to Jurisdiction; Service of Process; and Waiver of Jury Trial. Each of the
Company and the Guarantor agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or
with respect to this Indenture, any Security or any other document or the transactions contemplated hereby or thereby may be instituted
in any state or federal court in The Borough of Manhattan, The City of New York, State of New York, United States of America,
irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue
of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim that and agrees not
to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought in an inconvenient
forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding or for
recognition and enforcement of any judgment in respect thereof.


 


To
the extent that the Company or the Guarantor or any of their respective Subsidiaries has or hereafter may acquire any immunity
from jurisdiction of any court (including any court in the United States, the State of New York or other jurisdiction in which
the Company, the Guarantor or any successor thereof may be organized or any political subdivisions thereof) or from any legal
process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property or assets, this Indenture, the Securities, the transactions contemplated hereby or thereby
or any other documents or actions to enforce judgments in respect of any thereof, then each of the Company and the Guarantor hereby
irrevocably waives, and will cause its Subsidiaries to waive, such immunity, and any defense based on such immunity, in respect
of its obligations under the above-referenced documents and the transactions contemplated thereby, to the extent permitted by
law.


 


The
Company hereby appoints Omnicom Group Inc., 437 Madison Avenue, New York, New York 10022, Attention: General Counsel (the “Agent
for Service”), and the Guarantor hereby accepts such appointment, as its agent to receive service of process or other legal
summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough
of Manhattan, The City of New York, State of New York, United States of America. The Company agrees that service of process upon
the Agent for Service shall be deemed in every respect effective service of process upon the Company in any such suit, action
or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents
and instruments, as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect
so long as any of the Securities shall be outstanding.


 






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THE
PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE SECURITIES, THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


 


ARTICLE
XI



SINKING FUNDS


 


SECTION
11.1          Applicability of Article. The provisions of this Article shall
be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required
by any form of Security of such Series issued pursuant to this Indenture.


 


The
minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as
a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment
shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.


 


SECTION
11.2       Satisfaction of Sinking Fund Payments with Securities. The Company
may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant
to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company
pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application
of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that
such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officer’s
Certificate of the Company with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process
of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount
of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to
the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be
released to the Company.


 






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SECTION
11.3      Redemption of Securities for Sinking Fund. Not less than 45
days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s Certificate of the
Company in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities,
the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment
of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant
to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.


 


Not
less than 30 days (unless otherwise indicated in the Board Resolution, Officer’s Certificate of the Company or supplemental
indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4,
3.5 and 3.6.


 


ARTICLE
XII



GUARANTEE OF SECURITIES


 


SECTION
12.1       Guarantee.


 


12.1.1      
The Guarantor hereby, jointly and severally with any other person who may also guarantee the Guaranteed Obligations (as defined
below), unconditionally and irrevocably guarantees, on a senior unsecured basis as if it was respectively principal debtor and
not merely surety, to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full and punctual
payment when due, whether at maturity, by acceleration, redemption or otherwise, of the principal of and interest on, if any,
the Securities, if lawful, and all other monetary obligations of the Company under this Indenture and the Securities (collectively,
the “Guaranteed Obligations”). The Guarantor, in its capacity as guarantor, further agrees that the Guaranteed Obligations
may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and the Guarantor shall
remain bound under its Guarantee and this Indenture, notwithstanding any such extension or renewal. Failing payment when due of
any amount so guaranteed for whatever reason, the Guarantor will be obligated to pay the same in full, or cause to be duly and
punctually paid in full, without any demand or notice whatsoever.




 



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12.1.2      
In its capacity as guarantor, the Guarantor hereby waives presentation to, demand of payment from and protest to the Company of
any of the Guaranteed Obligations and also waives notice of protest for nonpayment. In its capacity as guarantor, the Guarantor
also hereby waives notice of any default by the Company under the Securities or this Indenture. The Guarantor agrees that its
obligations under its Guarantee shall be continuing, absolute, full and unconditional under any and all circumstances, to the
fullest extent permitted by applicable law, and shall not be discharged except by payment in full of the Securities, irrespective
of:




 


(a)         
the value, genuineness, regularity, validity, enforceability, avoidance, subordination, discharge or disaffirmance of any of the
Guaranteed Obligations, the Securities or this Indenture, or the absence of any action to enforce the same;


 


(b)         
any extension or waiver, at any time or from time to time, without notice to the Guarantor, of the time for compliance by the
Company with any of its obligations under the Securities or this Indenture;


 


(c)         
any substitution, release or exchange of any other guarantee of or security for any obligations of the Company under the Securities
or this Indenture;


 


(d)         
any rescission, amendment or modification to any of the terms or provisions of the Securities or this Indenture;


 


(e)         
any law, regulation or order of any jurisdiction affecting any term of any of the Securities or this Indenture or the rights of
any Holder or the Trustee with respect thereto;


 


(f)         
any failure to obtain any authorization or approval from, or other action by, to notify, or to file anything with, any governmental
authority or regulatory body required in connection with the performance of the Guarantee by the Guarantor;


 


(g)         
the failure by any Holder or the Trustee to assert any claim or demand or to exercise any right or remedy against the Company
or any other guarantor of the Guaranteed Obligations or any other person;


 


(h)         
the failure by any Holder or the Trustee to exercise any right or remedy against any collateral securing any of the Guaranteed
Obligations; or


 


(i)          
any other circumstance whatsoever that might otherwise constitute a defense to or a legal or equitable discharge of the Guarantor’s
obligations, in its capacity as guarantor, under its Guarantee or of the Guarantor’s obligations, in its capacity as guarantor,
under the Securities and this Indenture.


 


12.1.3      
The Guarantor’s obligations under its Guarantee, this Indenture and the Securities, in each case in its capacity as guarantor,
shall not be limited by any valuation, estimation or disallowance made in connection with any proceedings filed by or against
the Guarantor or the Company under Bankruptcy Law, including the United States Bankruptcy Code of 1978, as amended (the “Bankruptcy
Code”), whether pursuant to Section 502 of the Bankruptcy Code or any other section thereof. The Guarantor further agrees
that, in its capacity as guarantor, none of the Holders shall be under any obligation to marshal any assets in favor of or against
or in payment of any or all of the Guaranteed Obligations or the Securities. To the extent that the Guarantor makes a payment
or payments on any or all of the Guaranteed Obligations and such payment or payments (or any part thereof) is or are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to the Guarantor, its estate, trustee
or receiver or any other party, including, without limitation, the Guarantor, under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such payment or repayment, the Guaranteed Obligations (or, if applicable,
such part thereof as had been paid, reduced or satisfied by such amount), shall be reinstated and revived and continued in full
force and effect as of the date such initial payment, reduction or satisfaction occurred. The Guarantor waives, in its capacity
as guarantor, all set-offs, counterclaims, reductions and diminutions of any obligation, and any defense of any kind or nature
(other than, payment of the Guaranteed Obligations), that the Guarantor may have or assert against the Company or any other person,
and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and
notices of acceptance of its Guarantee.


 






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12.1.4       
The Guarantor, in its capacity as guarantor, hereby unconditionally and irrevocably waives (i) any defense arising by reason of
any claim or defense based upon an election of remedies by any Holder that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other
rights of the Guarantor to proceed against the Company, any other guarantor or any other person or collateral, if any, and (ii)
any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor
under this Indenture or the Securities.


 


12.1.5       
The Guarantor, in its capacity as guarantor, hereby waives any right to which it may be entitled to have its obligations under
the respective Guarantee and this Indenture divided among it and other guarantors of the Guaranteed Obligations, if any, such
that the Guarantor’s obligations would be less than the full amount claimed. The Guarantor, in its capacity as guarantor,
hereby waives any right to which it may be entitled to have the assets of the Company or any other person who became an “obligor”
under the Securities or this Indenture first be used and depleted as payment of the obligations of the Company or such other person,
respectively, under the Securities and this Indenture prior to any amounts being claimed from or paid by the Guarantor under its
Guarantee. The Guarantor, in its capacity as guarantor, hereby waives any right to which it may be entitled to require that suit
be instituted against the Company or any other guarantor of the Guaranteed Obligations or “obligor” under the Securities
or this Indenture prior to an action being initiated against the Guarantor. The Guarantor further agrees that its Guarantee constitutes
a guarantee of payment when due (and not a guarantee of collection) and waives any right, in its capacity as guarantor, to require
that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.


 


12.1.6       
The failure to endorse the Guarantee on any Security shall not affect or impair the validity thereof.


 


12.1.7       
The Guarantor’s obligations under its Guarantee shall not be affected if any Holder is precluded for any reason (including,
without limitation, the application of the automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising
any right or remedy with respect to the Securities, and the Guarantor shall pay to each affected Holder, upon demand, the amount
that would otherwise have been due and payable had the exercise of such rights and remedies been permitted. In the event of any
such application of the automatic stay under Section 362 of the Bankruptcy Code, the Securities shall forthwith become due and
payable by the Guarantor for purposes of the Guarantee.


 






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12.1.8       
The Guarantor hereby agrees that, unless and until all obligations with respect to the Securities and this Indenture have been
paid in full, in its capacity as guarantor, it shall have no right (whether direct or indirect) of subrogation (whether contractual,
under Section 509 of the Bankruptcy Code or otherwise) to the claims of any Holder or the Trustee against the Company or any other
person who became an “obligor” under the Securities or this Indenture in respect of any obligation with respect to
the Securities or this Indenture, notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application
of funds of the Guarantor by the Holder; and the Guarantor hereby waives all contractual, statutory and common law rights of reimbursement,
contribution or indemnity it may have against the Company or any other such person as the case may be, and any and all other rights
of payment or recovery from the Company or any other such person, as the case may be, that it may now have or hereafter acquire
until all Securities and all obligations under this Indenture have been paid in full (in which event such rights of payment or
recovery shall be deemed to be in the form of a loan or loans made from the Guarantor to the Company or any other such person,
as the case may be). The Guarantor further agrees that, in its capacity as guarantor, as between the Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the Securities guaranteed hereby may be accelerated as
provided in Article VI of this Indenture for the purposes of the Guarantor’s Guarantee hereunder, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the Securities guaranteed pursuant to this Article
XII, and (2) in the event of any declaration of acceleration of such Securities as provided in Article VI of this Indenture, such
Securities (whether or not due and payable) will forthwith become due and payable by the Guarantor for the purpose of its Guarantee
hereunder.


 


12.1.9       
Except as otherwise specifically provided in this Article XII with respect to the release of the Guarantor from its Guarantee
hereunder, such Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms
upon the Guarantor and the successors thereof, and shall inure to the benefit of (and be enforceable by) the Trustee and the Holders
from time to time, or their respective successors or assignees, until this Indenture shall have been terminated and the principal
of and interest, if any, on the Securities, and the obligations of the Guarantor in respect of the Guaranteed Obligations, have
been satisfied by payment in full.


 


12.1.10     
Payments made by the Guarantor pursuant to its Guarantee hereunder will be made to each Holder in the same manner, and to the
same location, as payments to such Holder are required to be made pursuant to the provisions of the Securities and this Indenture.


 


12.1.11     
The Guarantor shall pay all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) paid or incurred
by the Trustee or any Holder in connection with the enforcement of the Guarantee or any other rights of the Trustee or such Holder
under this Indenture and the Securities with respect to such Guarantee and the prosecution or defense of any action by or against
any of the Holders in connection with the Guarantee or this Indenture with respect to such Guarantee, whether involving the Guarantor
or any other person, including a trustee in bankruptcy; provided, however, that the Guarantor shall have no such obligation in
connection with any action brought by any Holder against the Guarantor to the extent that the Guarantor is the prevailing party
in the judgment rendered in any such action; and provided further that the Guarantor shall not be responsible for the fees and
expenses of more than one firm of attorneys (in addition to any required local counsel).


 






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12.1.12     
The Guarantor hereby agrees that its Guarantee set forth in this Article XII shall remain in full force and effect notwithstanding
the absence on any Security of a notation relating to such Guarantee.


 


ARTICLE
XIII



ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS


 


SECTION
13.1       Redemption Upon Changes in Withholding Taxes.


 


Unless
otherwise provided pursuant to Section 2.2, the Securities of any Series may be redeemed, as a whole but not in part, at the option
of the Company, upon not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable), at a redemption
price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional
Amounts (as defined in Section 13.2), if any, if as a result of any amendment to, or change in, the laws, regulations, rulings
or treaties of the United Kingdom, the United States or other jurisdiction in which the Company or the Guarantor or, in each case,
any successor thereof (including a successor person formed by a consolidation with the Company or the Guarantor, into which the
Company or the Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company
or the Guarantor) may be incorporated, organized, or otherwise resident for tax purposes, or engaged in business for tax purposes,
as applicable, or any political subdivision thereof or therein having the power to tax, or any jurisdiction from or through which
payment is made by or on behalf of the Company or the Guarantor (a “Taxing Jurisdiction”), or any change in the application
or official interpretation of such laws, regulations, rulings or treaties, including any action taken by, or change in the published
administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action,
change or holding is with respect to the Company or the Guarantor), which amendment or change is announced or becomes effective
on or after the date the Securities of such Series are issued, the Company or the Guarantor has become, or there is a substantial
probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with
respect to the Securities of such Series (but, in the case of the Guarantor, only if the payment giving rise to such requirement
cannot be made by the Company), and such obligation cannot be avoided by the use of commercially reasonable measures available
to the Company or the Guarantor, as the case may be, including, for the avoidance of doubt, the appointment of a new paying agent
but not including substitution of the obligor on the Securities; provided, however, that no such notice of redemption may be given
earlier than 60 days prior to the earliest date on which the Company or the Guarantor, as the case may be, would be obligated,
or there is a substantial probability the Company or the Guarantor would otherwise be obligated, to pay such Additional Amount.
Prior to the publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations,
electronic delivery) of any notice of redemption described in this paragraph, the Company shall deliver to the Trustee (i) an
Officer’s Certificate of the Company or the Guarantor, as the case may be, stating that the obligation to pay Additional
Amounts cannot be avoided by the Company or the Guarantor, as the case may be, taking commercially reasonable measures available
to it, as described above, and (ii) a written opinion of independent tax counsel to the Company or the Guarantor, as the case
may be, of recognized standing to the effect that the Company or the Guarantor, as the case may be, has or there is a substantial
probability that it will become obligated to pay Additional Amounts as a result of a change, amendment, official interpretation
or application described above.


 






     52


     


    

 


SECTION
13.2       Payment of Additional Amounts.


 


All
payments made by the Company or the Guarantor under or with respect to the Securities and the Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments
or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”),
unless the Company or the Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation
or administration thereof. In the event that the Company or the Guarantor is required to so withhold or deduct any amount for
or on account of any Taxes from any payment made under or with respect to the Securities or the Guarantee, as the case may be,
the Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be
necessary so that the net amount received by each holder of Securities (including Additional Amounts) after such withholding or
deduction will equal the amount that such Holder would have received if such Taxes had not been required to be withheld or deducted;
provided that no Additional Amounts will be payable with respect to a payment to a holder of Securities or a holder of beneficial
interests in Global Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for
or on account of:


 


(a)         
any Taxes that are imposed or withheld solely because such holder (or the beneficial owner for whose benefit such holder holds
such Securities) or a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of, or possessor of a power over,
such holder (or beneficial owner) if such holder (or beneficial owner) is an estate, trust, partnership, limited liability company,
corporation or other entity:


 


(i)          
is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Taxing Jurisdiction
or has or had a permanent establishment in the Taxing Jurisdiction (in each case, other than the mere fact of ownership of such
Securities, without another presence or business in such Taxing Jurisdiction);


 


(ii)         
has or had any present or former connection (other than the mere fact of ownership of such Securities) with the Taxing Jurisdiction
imposing such Taxes, including being or having been a national citizen or resident thereof, being treated as being or having been
a resident thereof or being or having been physically present therein;


 


(iii)        
(in relation to payments by the Guarantor only) is or was a personal holding company, a passive foreign investment company, a
controlled foreign corporation, a foreign private foundation or other foreign tax exempt organization or corporation that has
accumulated earnings to avoid United States federal income tax; or


 






     53


     


    

 


(iv)       
(in relation to payments by the Guarantor only) actually or constructively owns or owned 10% or more of the total combined voting
power of all classes of stock of the Guarantor within the meaning of Section 871(h)(3) of the Code;


 


(b)         
Taxes imposed on any holder that is not the sole beneficial owner of the Securities, or a portion thereof, or that is a fiduciary
or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member
of the partnership would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial
owner, or member received directly its beneficial or distributive share of the payment;


 


(c)         
any estate, inheritance, gift, sales, transfer, excise, personal property or similar Taxes imposed with respect to the Securities,
except as otherwise provided herein;


 


(d)         
any Taxes imposed solely as a result of the presentation of such Securities (where presentation is required) for payment on a
date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly
provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to the
payment of Additional Amounts had the Securities been presented for payment on any date during such 30-day period;


 


(e)         
any Taxes imposed or withheld solely as a result of the failure of such holder or any other person to comply with applicable certification,
information, documentation or other reporting requirements concerning the nationality, residence, or identity of such holder or
connection with any Taxing Jurisdiction by such holder, if such compliance is required by statute, regulation, ruling or administrative
practice of the relevant Taxing Jurisdiction or by any applicable tax treaty to which the relevant Taxing Jurisdiction is a party
as a precondition to relief or exemption from such Taxes;


 


(f)          
any Taxes that are payable by any method other than withholding or deduction by the Company or the Guarantor or any paying agent
from payments in respect of such Securities;


 


(g)         
any Taxes required to be withheld by any paying agent from any payment in respect of any Securities if such payment can be made
without such withholding by at least one other paying agent;


 


(h)         
any withholding or deduction required pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder,
official interpretations thereof, any intergovernmental agreement, or any law, rule, guidance or administrative practice implementing
an intergovernmental agreement entered into in connection with such sections of the Code; or


 






     54


     


    

 


(i)          
any combination of Section 13.2(a), (b), (c), (d), (e), (f), (g) or (h).


 


The
Company or the Guarantor, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full
amount of Taxes so deducted or withheld to the relevant Taxing Jurisdiction in accordance with all applicable laws. The Company
or the Guarantor, as applicable, will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing
the payment of any Taxes so deducted or withheld from each taxing authority imposing such Taxes. The Company or the Guarantor,
as the case may be, will, upon request, make available to the holders of the Securities, within 90 days after the date the payment
of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment
by the Company or the Guarantor or if, notwithstanding the Company’s or the Guarantor’s efforts to obtain such receipts,
the same are not obtainable, other evidence of such payments by the Company or the Guarantor.


 


At
least 30 days prior to each date on which any payment under or with respect to the Securities or the Guarantee is due and payable,
if the Company or the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor
will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the
amounts so payable and will set forth such other information as is necessary to enable such Trustee to pay such Additional Amounts
to holders of Securities on the payment date.


 


In
addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest,
penalties and Additional Amounts with respect thereto, payable in the United Kingdom or the United States or any political subdivision
or taxing authority of or in the foregoing in respect of the creation, issue, offering, enforcement, redemption or retirement
of the Securities.


 


The
provisions of this Article XIII shall survive any termination or the discharge of this Indenture and shall apply mutatis mutandis
to any jurisdiction in which the Company or the Guarantor or any successor person to the Company or the Guarantor, as the case
may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof
or therein; provided, however, the date on which the Company or the Guarantor changes its jurisdiction or such Person becomes
a successor to the Company or the Guarantor, as the case may be, shall be substituted for the date on which the Series of Securities
was issued.


 


Whenever
in this Indenture, the Securities or the Guarantee there is mentioned, in any context, the payment of principal and premium, if
any, redemption price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would
be payable in respect thereof.


 




     55


     


    

 


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


 





	Dated:	OMNICOM FINANCE HOLDINGS PLC, 

as
    Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OMNICOM GROUP INC., 

as Guarantor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
    

as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     56


     


    

 


EXHIBIT
A


 


Debt
Security



Form of Face of Security



[Title of Series]


 


[If
the Security is a Global Security, insert the following legend: THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN
THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.7 OF THE INDENTURE,
(III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE
OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.]


 


[Insert
any legend required by applicable securities laws and regulations or the Internal Revenue Code and the regulations thereunder.]


 


No.      


 


[CUSIP]
[Common Code] [ISIN]        


 


[$]       


 






    A-1


     


    

 


OMNICOM
FINANCE HOLDINGS PLC, a public limited company organized under the laws of England and Wales (the “Company,” which
term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
           , or registered assigns, the principal sum of          [Dollars] [if other than Dollars, substitute other Currency
or Currency units] on                   ,           [if the Security is to bear interest prior to Maturity, insert - and to pay interest
thereon from            or from the most recent interest payment date to which interest has been paid] or duly provided for,
[semi-annually on payments, insert frequency of payments and payment dates], commencing and in each year] [If other than semi-annual,
at [If the Security is to bear interest at a fixed rate, insert - the rate of           % per annum, set forth below] [If the
Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment [If applicable, insert - and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of         % per annum on any overdue principal and premium
and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any interest
payment date will, as provided in such Indenture, be paid to the person in whose name this Security (or one or more predecessor
securities) is registered at the close of business on the [regular] record date for such interest, which shall be the        
or           (whether or not a Business Day), as the case may be, next preceding such interest payment date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such [regular] record date and
may either be paid to the person in whose name this Security (or one or more predecessor securities) is registered at the close
of business on a [special] record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this Series not less than 10 days prior to such [special] record date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture).


 


[If
the Securities are floating or adjustable rate securities with respect to which the principal of or any premium or interest may
be determined with reference to an index, insert the text of the floating or adjustable rate provision.]


 


[If
the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Security shall bear interest at the rate of       % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest
on any overdue principal that is not so paid on demand shall bear interest at the rate of          % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]


 


Payment
of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in        , in accordance with the terms of the Indenture referred
to on the reverse hereof in immediately available funds; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security register).


 






    A-2


     


    

 


This
Security is fully and unconditionally guaranteed by Omnicom Group Inc., a corporation duly organized and existing under the laws
of the State of New York (the “Guarantor”), as provided in the Indenture.


 


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


 


This
Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed
in accordance with and governed by the laws of said state [other than with respect to any subordinated Debt, in which case the
subordination provisions specified in the Board Resolution, Officer’s Certificate of the Company or supplemental indenture
establishing the terms of this subordinated Security only shall be governed by the laws of England and Wales].


 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 





	Dated:	OMNICOM
        FINANCE HOLDINGS PLC
	 	 	 
	 	By:	               
	 	By:	               



 







    A-3


     


    

 


Form
of Trustee’s Certificate of Authentication.


 


The
Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 





		Deutsche
        Bank Trust Company Americas, as Trustee
	 	 	 
	 	By:	           
	 		Authorized
        Signatory


 




    A-4


     


    

 


Form
of Reverse of Security.


 


OMNICOM
FINANCE HOLDINGS PLC


 


[Title
of Series]


 


This
Security is one of a duly authorized issue of securities of the Company, designated as its _________ due _________ (herein called
the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of _________, [as amended
by, [insert description of any applicable supplemental indentures]], herein [collectively] called the “Indenture”),
between the Company, the Guarantor and _________, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to $_________].
Capitalized terms used in this Security and not defined herein have the meaning ascribed thereto in the Indenture.


 


_________,
the Trustee under the Indenture has been appointed by the Company as paying agent, registrar, [conversion agent] and [custodian]
with regard to the Securities.


 


In
case an Event of Default shall have occurred and be continuing, the principal of and accrued interest on all Securities may be
declared, and upon said declaration, shall become due and payable, in the manner, with the effect and subject to the conditions
provided for in the Indenture.


 


[If
applicable, insert - The Securities of this Series are subject to redemption upon not less than 15 days’ nor more than 60
days’ notice by mail (or electronic delivery in accordance with the procedures of the Depository), [if applicable, insert
- (1) on _________ in any year commencing with the year _________ and ending with the year _________ through operation of the
sinking fund for this Series at a redemption price equal to 100% of the principal amount, and (2)] at any time [on or after _________,
____] as a whole or in part, at the election of the Company, at the following redemption prices (expressed as percentages of the
principal amount): If redeemed [on or before _________, ____% and if redeemed] during the 12-month period beginning of the years
indicated,


 


	Redemption
    Year	Price	Redemption
    Year	Price
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


and
thereafter at a redemption price equal to of the principal amount, together in the case of any such redemption [if applicable,
insert - (whether through operation of the sinking fund or otherwise)] with accrued interest to the redemption date, but interest
installments whose stated Maturity is on or prior to such redemption date will be payable to the Holders of such Securities, or
one or more predecessor securities, of record at the close of business on the relevant record dates referred to on the face hereof,
all as provided in the Indenture.]


 






    A-5


     


    

 


[If
applicable, insert - The Securities of this Series are subject to redemption upon not less than 15 days’ nor more than 60
days’ notice by mail (or electronic delivery in accordance with the procedures of the Depository), (1) on _________ in any
year commencing with the year _______ and ending with the year _______ through operation of the sinking fund for this Series at
the redemption prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after_______], as a whole or in part, at the election of the Company,
at the redemption prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month period beginning _______ of the years indicated,


 


	Redemption
Price For

 Redemption Through

 Operation of the 

Sinking Fund
	Redemption
Price For 

Redemption Otherwise

 Than Through 

Operation Year
	Sinking
Fund

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


and
thereafter at a redemption price equal to _______% of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to the redemption date, but interest installments whose
Stated Maturity in on or prior to such redemption date will be payable to the Holders of such Securities, or one or more predecessor
securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in
the Indenture.]


 


[The
sinking fund for this Series provides for the redemption on _______ in each year beginning with the year _______ and ending with
the year _______ of [not less than $_______ “mandatory sinking fund”) and not more than] $_______ aggregate principal
amount of Securities of this Series. Securities of this Series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the
inverse order in which they become due).]]


 


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


 






    A-6


     


    

 


The
Indenture contains provisions that permit the Company to elect either (1) to defease and be discharged from the entire indebtedness
of this Security or (2) to be released from its obligations under certain restrictive covenants and Events of Default with respect
to this Security, in each case upon payment in full of the Securities and compliance with certain conditions set forth in the
Indenture.


 


[If
the Security is convertible into or exchangeable for common stock of the Guarantor, insert appropriate provisions and specify
the conversion features and the form of conversion notice pursuant to the Form of Conversion Notice set forth herein.]


 


[If
the Security is not an Original Issue Discount Security, insert - If an Event of Default with respect to Securities of this Series
shall occur and be continuing, the principal of the Securities of this Series may be declared due and payable in the manner and
with the effect provided in the Indenture.]


 


[If
the Security is an Original Issue-Discount Security, insert - If an Event of Default with respect to Securities of this Series
shall occur and be continuing, an amount of principal of the Securities of this Series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal to - Insert formula for determining the amount.


 


Upon
payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this Series shall terminate.]


 


[If
Security is subordinate Debt, insert - The Company and each Holder of the Securities of this Series, by accepting such Securities,
agree that the payment of the principal, premium, if any, and interest on such Securities is subordinated, to the extent and in
the manner provided in the applicable [supplemental indenture][Officer’s Certificate of the Company] creating this Series,
to the prior payment in full of all present and future Senior Debt, as defined in the applicable [supplemental indenture][Officer’s
Certificate of the Company] and that the subordination provisions in the applicable [supplemental indenture][Officer’s Certificate
of the Company] relating to this Series of Securities are for the benefit of the holders of Senior Debt. Each Holder of a Security
by his or her acceptance thereof authorizes and directs the Trustee in his or her behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.]


 


The
Indenture permits the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and
the rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding
of each Series to be affected, with certain exceptions as therein provided with respect to certain modifications or amendments
which may not be made without the consent of each Holder of such Security affected thereby. The Indenture also permits certain
amendments and modifications thereto from time to time by the Company, the Guarantor and the Trustee without the consent of the
Holders of any Series of the Securities to be affected thereby for certain specified purposes, including curing ambiguities, defects
or inconsistencies and making any such change that does not adversely affect the legal rights of any Holder of such Series of
the Securities, as provided therein.


 






    A-7


     


    

 


The
Indenture contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each Series
at the time outstanding, on behalf of the Holders of all Securities of such Series, to waive compliance by the Company or the
Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect
to such Series. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and any premium and Interest on this Security at the
times, place and [rate(s)], and in the coin or Currency, herein prescribed.


 


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


 


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


 


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


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and none of the Company, the Guarantor, the Trustee or any such agent shall
be affected by notice to the contrary.


 






    A-8


     


    

 


No
recourse shall be had for the payment of the principal of (and premium, if any) or interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company, the Guarantor or
of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.


 


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


 






    A-9