EXHIBIT 4.1 





OMNICOM GROUP INC. 



OMNICOM CAPITAL INC. 



OMNICOM FINANCE INC. 



as Issuers 



FORM OF INDENTURE 



Dated as of
__________, 2006 



JPMorgan Chase Bank,
N.A. 



as Trustee 



Senior Debt
Securities 






 
	 	
	 
















TABLE OF CONTENTS 





		Page
      

    
	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE	 	1	 
	         Section 1.1. Definitions	 	1	 
	         Section 1.2. Other Definitions	 	4	 
	         Section 1.3. Incorporation by Reference of Trust Indenture Act	 	5	 
	         Section 1.4. Rules of Construction	 	5	 
	 	 	 	 
	ARTICLE II. THE SECURITIES	 	6	 
	         Section 2.1. Issuable in Series	 	6	 
	         Section 2.2. Establishment of Terms of Series of Securities	 	6	 
	         Section 2.3. Execution and Authentication	 	8	 
	         Section 2.4. Registrar and Paying Agent	 	9	 
	         Section 2.5. Paying Agent to Hold Money in Trust	 	10	 
	         Section 2.6. Securityholder Lists	 	10	 
	         Section 2.7. Transfer and Exchange	 	10	 
	         Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities	 	11	 
	         Section 2.9. Outstanding Securities	 	11	 
	         Section 2.10. Treasury Securities	 	12	 
	         Section 2.11. Temporary Securities	 	12	 
	         Section 2.12. Cancellation	 	12	 
	         Section 2.13. Defaulted Interest	 	13	 
	         Section 2.14. Global Securities	 	13	 
	         Section 2.15. CUSIP Numbers	 	14	 
	 	 	 	 
	ARTICLE III. REDEMPTION	 	14	 
	         Section 3.1. Notice to Trustee	 	14	 
	         Section 3.2. Selection of Securities to be Redeemed	 	15	 
	         Section 3.3. Notice of Redemption	 	15	 
	         Section 3.4. Effect of Notice of Redemption	 	15	 
	         Section 3.5. Deposit of Redemption Price	 	16	 
	         Section 3.6. Securities Redeemed in Part	 	16	 
	 	 	 	 
	ARTICLE IV. COVENANTS	 	16	 
	         Section 4.1. Payment of Principal and Interest	 	16	 
	         Section 4.2. SEC Reports	 	16	 
	         Section 4.3. Compliance Certificate	 	16	 
	         Section 4.4. Stay, Extension and Usury Laws	 	17	 
	         Section 4.5. Corporate Existence	 	17	 
	         Section 4.6. Taxes	 	17	 
	         Section 4.7. Limitation on Liens	 	17	 
	 	 	 	 
	ARTICLE V. SUCCESSORS	 	18	 
	         Section 5.1. When Company May Merge, Etc	 	18	 
	         Section 5.2. Successor Corporation Substituted	 	18	 







 
	 	
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	ARTICLE VI. DEFAULTS AND REMEDIES	 	19	 
	         Section 6.1. Events of Default	 	19	 
	         Section 6.2. Acceleration of Maturity; Rescission and Annulment	 	20	 
	         Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee	 	21	 
	         Section 6.4. Trustee May File Proofs of Claim	 	22	 
	         Section 6.5. Trustee May Enforce Claims Without Possession of Securities	 	22	 
	         Section 6.6. Application of Money Collected	 	22	 
	         Section 6.7. Limitation on Suits	 	23	 
	         Section 6.8. Unconditional Right of Holders to Receive Principal and Interest	 	23	 
	         Section 6.9. Restoration of Rights and Remedies	 	24	 
	         Section 6.10. Rights and Remedies Cumulative	 	24	 
	         Section 6.11. Delay or Omission Not Waiver	 	24	 
	         Section 6.12. Control by Holders	 	24	 
	         Section 6.13. Waiver of Past Defaults	 	25	 
	         Section 6.14. Undertaking for Costs	 	25	 
	 	 	 	 
	ARTICLE VII. TRUSTEE	 	25	 
	         Section 7.1. Duties of Trustee	 	25	 
	         Section 7.2. Rights of Trustee	 	26	 
	         Section 7.3. Individual Rights of Trustee	 	27	 
	         Section 7.4. Trustee’s Disclaimer	 	27	 
	         Section 7.5. Notice of Defaults	 	27	 
	         Section 7.6. Reports by Trustee to Holders	 	28	 
	         Section 7.7. Compensation and Indemnity	 	28	 
	         Section 7.8. Replacement of Trustee	 	29	 
	         Section 7.9. Successor Trustee by Merger, etc	 	30	 
	         Section 7.10. Eligibility; Disqualification	 	30	 
	         Section 7.11. Preferential Collection of Claims Against Company	 	30	 
	 	 	 	 
	ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE	 	30	 
	         Section 8.1. Satisfaction and Discharge of Indenture	 	30	 
	         Section 8.2. Application of Trust Funds; Indemnification	 	31	 
	         Section 8.3. Legal Defeasance of Securities of any Series	 	32	 
	         Section 8.4. Covenant Defeasance	 	33	 
	         Section 8.5. Repayment to Company	 	34	 
	 	 	 	 
	ARTICLE IX. AMENDMENTS AND WAIVERS	 	34	 
	         Section 9.1. Without Consent of Holders	 	34	 
	         Section 9.2. With Consent of Holders	 	35	 
	         Section 9.3. Limitations	 	36	 
	         Section 9.4. Compliance with Trust Indenture Act	 	36	 
	         Section 9.5. Revocation and Effect of Consents	 	36	 
	         Section 9.6. Notation on or Exchange of Securities	 	37	 
	         Section 9.7. Trustee Protected	 	37	 
	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	37	 
	         Section 10.1. Trust Indenture Act Controls	 	37	 






 
	 	
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	         Section 10.2. Notices	 	37	 
	         Section 10.3. Communication by Holders with Other Holders	 	38	 
	         Section 10.4. Certificate and Opinion as to Conditions Precedent	 	38	 
	         Section 10.5. Statements Required in Certificate or Opinion	 	38	 
	         Section 10.6. Rules by Trustee and Agents	 	39	 
	         Section 10.7. Legal Holidays	 	39	 
	         Section 10.8. No Recourse Against Others	 	39	 
	         Section 10.9. Counterparts	 	39	 
	         Section 10.10. Governing Laws	 	39	 
	         Section 10.11. No Adverse Interpretation of Other Agreements	 	40	 
	         Section 10.12. Successors	 	40	 
	         Section 10.13. Severability	 	40	 
	         Section 10.14. Table of Contents, Headings, Etc	 	40	 
	 	 	 	 
	ARTICLE XI. SINKING FUNDS	 	40	 
	         Section 11.1. Applicability of Article	 	40	 
	         Section 11.2. Satisfaction of Sinking Fund Payments with Securities	 	40	 
	         Section 11.3. Redemption of Securities for Sinking Fund	 	41	 
	 	 	 	 
	Exhibit A – Form of Debt Security	 	A-1	 










 
	 	
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	Cross-Reference Table
	 	 
	Trust Indenture Act Section
      

    	Indenture Section
      
      

    
	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	 
	Section 311(a)	 	7.11	 
	               (b)	 	7.11	 
	               (c)	 	Not Applicable	 
	Section 312(a)	 	2.6	 
	               (b)	 	10.3	 
	               (c)	 	10.3	 
	Section 313(a)	 	7.6	 
	               (b)(1)	 	7.6	 
	               (b)(2)	 	7.6	 
	               (c)(1)	 	7.6	 
	               (d)	 	7.6	 
	Section 3.14(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	 
	Section 315(a)	 	7.1	 
	               (b)	 	7.5	 
	               (c)	 	7.1	 
	               (d)	 	7.1	 
	               (e)	 	6.14	 
	Section 316(a)	 	2.10	 
	               (a)(1)(A)	 	6.12	 
	               (a)(1)(B)	 	6.13	 
	               (b)	 	6.8	 
	Section 317(a)(1)	 	6.3	 
	               (a)(2)	 	6.4	 
	               (b)	 	2.5	 
	Section 318(a)	 	10.1	 





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






 
	 	
	 
















        Indenture
dated as of __________, 2006 among Omnicom Group Inc., a New York
corporation, (the “Company”), Omnicom Capital Inc., a Connecticut corporation, and
Omnicom Finance Inc., a Delaware corporation (collectively, the “Issuers,” and each
individually, an “Issuer”) and JPMorgan Chase Bank, N.A., a national banking
association, as Trustee (“Trustee”).  



        The
Issuers have, duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of their debentures, notes or other evidences of
indebtedness to be issued in one or more series (the “Securities“), 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 their 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” means any additional amounts which are required hereby or by any Security, under
circumstances specified herein or therein, to be paid by the Issuers in respect of
certain taxes imposed on Holders specified therein and which are owing to such Holders.  



        “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, Paying Agent or Service Agent.  



        “Board
of Directors” means, with respect to any Issuer, either the board of directors of such
Issuer or any duly authorized committee of such board.  



        “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of an Issuer 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, Officers’ Certificate or
supplemental indenture hereto for a particular Series, any day except a Saturday, Sunday
or a legal holiday in The City of New York on which banking institutions are authorized
or required by law, regulation or executive order to close.  






 
	 	
	 
















        “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, with respect to any Issuer, a written request or order
signed in the name of such Issuer by its Chairman of the Board, a President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.  



        “Corporate
Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered.  



        “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, 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, the person designated as Depository
for such Series by the Company, which Depository shall be a clearing agency registered
under the Exchange Act; and, if at any time there is more than one such person,
“Depository” as used with respect to the Securities of any Series shall mean the
Depository with respect to the Securities of such Series.  



        “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.  



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



        “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.  



        “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”
with respect to any Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity.  







 
	 	
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        “Issuers”
means each of the parties named as such in the preamble to this Indenture until a
successor replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean any such successor. The foregoing sentence shall likewise apply to
any subsequent such successor or successors.  



        “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, with respect to any Issuer, 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 or any Assistant Secretary of such
Issuer.  



        “Officers’
Certificate” means, with respect to any Issuer, a certificate signed by two Officers of
an Issuer, one of whom must be such Issuer’s principal executive officer, principal
financial officer or principal accounting officer.  



        “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.  



        “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 Securities and Exchange Commission.  



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



        “Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Company 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 Company that, taken
together as a group,  





 
	 	
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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. 



        “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 depository 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 depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such depository
receipt.  



        Section
1.2. Other Definitions.  




	TERM
      

    	DEFINED IN 

      SECTION
      

    
	“Bankruptcy Law”	 	6.1	 
	“Custodian”	 	6.1	 
	“Event of Default”	 	6.1	 
	“Journal”	 	10.15	 







 
	 	
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	“Judgment Currency”	 	10.16	 
	“Legal Holiday”	 	10.7	 
	“mandatory sinking fund payment”	 	11.1	 
	“Market Exchange Rate”	 	10.15	 
	“New York Banking Day”	 	10.16	 
	“optional sinking fund payment”	 	11.1	 
	“Paying Agent”	 	2.4	 
	“Registrar”	 	2.4	 
	“Service Agent”	 	2.4	 
	“successor person”	 	5.1	 





        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 each of the Issuers 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; 







	  	        (d)
     “or” is not exclusive; 











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







	  	        (f)
     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 Officers’ Certificate 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,
Officers’ Certificate 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 2.2.19) by a Board Resolution, a supplemental indenture or an
Officers’ Certificate 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 9.6); 



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



        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  





 
	 	
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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 Issuers; 



        2.2.8.
the obligation, if any, of the Issuers to redeem or purchase the Securities of the Series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the Series shall be redeemed or purchased, 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 Issuers at the option of the Holders thereof and other
detailed terms and provisions of such repurchase obligations; 



        2.2.10.
if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Securities of the Series shall be issuable; 



        2.2.11.
whether the Securities will be issuable as Global Securities; 



        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; 



        2.2.15.
any addition to or change in the covenants set forth in Articles IV or V 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; 





 
	 	
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        2.2.18.
the form and terms of any guarantee of the Securities and the terms and conditions, if
any, upon which any guarantees thereof shall be subordinated in right of payment to other
indebtedness of the Issuers or any guarantor; and 



        2.2.19.
if and as applicable, the terms of any right to exchange for or convert Securities of the
Series into shares of common stock of the Issuers or other securities or property. 



        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 Officers’ Certificate 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 Officers’ Certificate. 



        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 Corporate Secretary or an Assistant Corporate Secretary of the Issuers
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. 



        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 each of the Issuers by manual or facsimile
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 Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such
Company Order may authorize authentication and delivery pursuant to oral or electronic
instructions from the Issuers or their duly authorized agent or agents, which oral
instructions shall be promptly confirmed in 





 
	 	
8	 















writing. Each Security shall be
dated the date of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate. 



        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 Officers’ Certificate 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 7.2) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officers’ Certificate 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 Officers’
Certificate 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 Issuers 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 Issuers or an Affiliate. 



        Section
2.4. Registrar and Paying Agent.  



        The
Issuers 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”),
where Securities of such Series may be surrendered for registration of transfer or
exchange (“Registrar“) and where notices and demands to or upon the Issuers in respect of
the Securities of such Series and this Indenture may be served (“Service Agent”). The
Registrar shall keep a register with respect to each Series of Securities and to their
transfer and exchange. The Issuers will give prompt written notice to the Trustee of the
name and address, and any change in the name or address, of each Registrar, Paying Agent
or Service Agent. If at any time the Issuers shall fail to maintain any such required
Registrar, Paying Agent or Service 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 Issuers hereby appoint
the Trustee as their agent to receive all such presentations, surrenders, notices and
demands.  



        The
Issuers may also from time to time designate one or more co-registrars, additional paying
agents or additional service agents and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the
Issuers of 






 
	 	
9	 
















their obligations to maintain a
Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section
2.2 for Securities of any Series for such purposes. The Issuers 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, additional paying agent or additional service agent.
The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any
additional paying agent; and the term “Service Agent” includes any additional service
agent. 



        The
Issuers hereby appoint the Trustee as the initial Registrar, Paying Agent and Service
Agent for each Series unless another Registrar, Paying Agent or Service Agent, 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
Issuers 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 Issuers 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
Issuers 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 Issuers or
a Subsidiary) shall have no further liability for the money. If the Issuers or a
Subsidiary 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 Issuers 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. 



        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 Issuers 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 9.6). 





 
	 	
10	 

















        Neither
the Issuers nor 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 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 (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 Issuers 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 Issuers 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 Issuers or the Trustee that such Security
has been acquired by a protected purchaser, the Issuers 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 Issuers in their discretion may, instead of issuing a new
Security, pay such Security. 



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



        Every
new 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
Issuers, 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. 







 
	 	
11	 















        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. 



        If
the Paying Agent (other than the Issuers, a Subsidiary 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. 



        A
Security does not cease to be outstanding because the Issuers or an Affiliate 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 Issuers or an Affiliate 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 of the Trustee
knows are so owned shall be so disregarded. 



        Section
2.11. Temporary Securities.  



        Until
definitive Securities are ready for delivery, the Issuers 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
Issuers consider appropriate for temporary Securities. Without unreasonable delay, the
Issuers 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. 



        Section
2.12. Cancellation.  



        The
Issuers 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 destroy 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 Issuers deliver a certificate of such destruction to the Issuers,
unless the Issuers otherwise direct. The Issuers may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation. 







 
	 	
12	 
















        Section
2.13. Defaulted Interest.  



        If
the Issuers default in a payment of interest on a Series of Securities, they 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 Issuers shall fix the record date and payment date. At least 30
days before the record date, the Issuers shall mail 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 Issuers may pay defaulted interest in any other
lawful manner. 



        Section
2.14. Global Securities.  



        2.14.1.
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’
Certificate 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. 



        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 Issuers 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, and, in either case, the Issuers fail
to appoint a successor Depository within 90 days of such event, (ii) the Issuers execute
and deliver to the Trustee an Officers’ 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. 



        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. 



        2.14.3.
Legend. Any Global Security issued hereunder shall bear a legend in substantially the
following form: 



	  	        “This
Security is a Global Security within the meaning of the          Indenture hereinafter
referred to and is registered in the name of the          Depository or a nominee of the
Depository. This Security is          exchangeable for Securities registered in the name
of a person other          than the Depository or its nominee only in the limited
circumstances          described in the Indenture, and may not be transferred except as a
         whole by the Depository to a nominee of the Depository, by a nominee of
         the Depository to the Depository or another nominee of the Depository
         or by the 












 
	 	
13	 


















	  	
Depository
or any such nominee to a successor Depository or a          nominee of such a successor
Depository.”  






        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 2.14.5, the Issuers,
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. 




        Section
2.15. CUSIP Numbers.  



        The
Issuers in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the 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 Issuers shall promptly
notify the Trustee in writing of any change in the “CUSIP” numbers. 




ARTICLE III. 



REDEMPTION 



        Section
3.1. Notice to Trustee.  



        The
Issuers 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
Issuers want or are obligated to redeem prior to the Stated Maturity thereof all or part
of the Series of Securities pursuant to the terms of such Securities, they shall notify
the Trustee of the redemption date and the principal amount of Series of Securities to be
redeemed. The Issuers shall give the notice at least 45 days before the redemption date
(or such shorter notice as may be acceptable to the Trustee). 







 
	 	
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        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 Officers’ Certificate, 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 that the Trustee deems fair and appropriate. 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 $1,000. Securities of the Series and portions of them
it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the
minimum principal denomination for each Series and integral multiples thereof. 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 Officers’ Certificate, at least 30 days but not more than 60 days before a
redemption date, the Issuers shall mail a notice of redemption by first-class mail 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)
     the name and address of the Paying Agent; 







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







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







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







        At
the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’
name and at their expense. 



        Section
3.4. Effect of Notice of Redemption.  



        Once
notice of redemption is mailed 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. 





 
	 	
15	 















        Section
3.5. Deposit of Redemption Price.  



        On
or before 10:00 a.m. New York City time on the redemption date, the Issuers 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 Security that is redeemed in part, the Trustee shall authenticate for the
Holder a new Security of the same Series and the same maturity equal in principal amount
to the unredeemed portion of the Security surrendered. 



ARTICLE IV. 



COVENANTS 



        Section
4.1. Payment of Principal and Interest.  



        The
Issuers covenant and agree for the benefit of the Holders of each Series of Securities
that they 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. 



        Section
4.2. SEC Reports.  



        The
Company 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 Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. The Issuers also shall comply with the other provisions of TIA
ss. 314(a). 



        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 Issuers’ compliance with any of their covenants hereunder (as to which the
Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate). 



        Section
4.3. Compliance Certificate.  



        The
Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year
of the Issuers, an Officers’ Certificate stating that a review of the activities of the
Issuers and their Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Issuers 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 Issuers 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). 






 
	 	
16	 
















        The
Issuers will, so long as any of the Securities are outstanding, deliver to the Trustee,
forthwith upon becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto. 



        Section
4.4. Stay, Extension and Usury Laws.  



        The
Issuers 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
or the Securities; and the Issuers (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. 



        Section
4.5. Corporate Existence.  



        Subject
to Article V, the Issuers 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 Issuers and their Significant
Subsidiaries; provided, however, that the Issuers 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 Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuers and their
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
Issuers shall, and the Company shall cause, its Significant Subsidiaries to, pay prior to
delinquency all taxes, assessments and governmental levies, except as contested in good
faith and by appropriate proceedings. 



        Section
4.7. Limitation on Liens.  



        As
long as any of the Securities are outstanding (unless provision has been made for the
payment of all amounts due or to become due thereon in accordance with the terms of
Article VIII of this Indenture), the Issuers undertake not to grant any security interest
in any or all of their present or future assets to secure any other indebtedness of the
Issuers for borrowed money represented by notes, bonds, debentures or other debt
securities, ranking senior to or on a parity with the Securities, issued pursuant to a
distribution (i) in an underwritten public offering registered under the Securities Act
or (ii) in an underwritten offering to institutional investors pursuant to Rule 144A
without at the same time securing all outstanding Securities equally and ratably with
such securities. 







 
	 	
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ARTICLE V. 





SUCCESSORS 






        Section
5.1. When the Issuers May Merge, Etc.  



        An
Issuer shall not consolidate with or merge into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a “successor person”), and
may not permit any person to merge into, or convey, transfer or lease its properties and
assets substantially as an entirety to, an Issuer, except in the case of Omnicom Capital
Inc. and Omnicom Finance Inc. with, into or to the Company, each other or any other
Subsidiary of the Company, unless: 



	  	        (a)
     the successor person (if any) is a corporation, partnership, trust or          other
entity organized and validly existing under the laws of any U.S.          domestic
jurisdiction and expressly assumes the Issuer’s obligations on          the Securities
and under this Indenture and 







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







        Such
Issuer shall deliver to the Trustee prior to the consummation of the proposed transaction
an Officers’ 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 an Issuer (other than to the Company or another Subsidiary
of any of the Issuers), which, if such assets were owned by such Issuer, would constitute
all or substantially all of the properties and assets of such Issuer, shall be deemed to
be the transfer of all or substantially all of the properties and assets of such Issuer,
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 such Issuer in accordance with Section 5.1, the
successor corporation formed by such consolidation or into or with which such Issuer 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 Issuer
under this Indenture with the same effect as if such successor person has been named as
the Issuer herein; provided, however, that the predecessor Issuer 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. Such Issuer, 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 such Issuer. 





 
	 	
18	 















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 Officers’ Certificate, 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 Issuers with
the Trustee or with a Paying Agent prior          to the expiration of such period of 30
days); or 







	  	        (b)
     default in the payment of the principal 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
         Issuers 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 Issuers by the Trustee or to the Issuers 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 Issuers’ failure to make any payment by the end of any            applicable
grace period after maturity of their respective            indebtedness, which term as
used in the indenture means obligations            (other than nonrecourse obligations)
of the Issuers 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 Issuers by the trustee or to the Issuers
           and the trustee by the holders of not less than 25% in aggregate
           principal amount of the notes then outstanding; 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 debt security, then the
           event of default by reason thereof shall be deemed not to have
           occurred; 





	  	        (f)
     an Issuer or any of its 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, 







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








	  	        (v)
     generally is unable to pay its debts as the same become due; or 












 
	 	
19	 
















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







	  	        (i)
     is for relief against an Issuer or any of its Significant Subsidiaries          in
an involuntary case, 







	  	        (ii)
    appoints a Custodian of an Issuer or any of its Significant          Subsidiaries or
for all or substantially all of its property, or 







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







	  	        (h)
     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 Officers’ Certificate, in accordance with
         Section 2.2.14. 







        The
term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or State law for
the relief of debtors. The term “Custodian“ means any receiver, trustee, assignee,
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 an Issuer referred to in
Section 6.1(e) or (f)) 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 Issuers (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(e) or (f) shall occur as to
an Issuer, 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. 



        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
Issuers and the Trustee, may rescind and annul such declaration and its consequences if: 




	  	        (a)
     the Issuers have paid or deposited with the Trustee a sum sufficient to          pay 







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










 
	 	
20	 

















	  	        (ii)
    the principal of any Securities of that Series have 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, interest upon any          overdue
principal and overdue at the rate or rates prescribed therefor          in such, and 







	  	        (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 of Securities of that Series          which have 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
Issuers covenant that if: 



	  	        (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 Issuers 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. 



        If
the Issuers fail 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 any Issuer or any other obligor upon such
Securities and collect the moneys adjudged or deemed to be payable in the manner provided
by law out of the property of any Issuer or any other obligor 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  






 
	 	
21	 
















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 an Issuer or any other obligor upon the Securities or the property of an
Issuer or of such other obligor 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 Issuers 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 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,
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. 



        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  





 
	 	
22	 















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 Issuers.  



        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 reasonable indemnity
         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. 







        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. 








 
	 	
23	 
















        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 Issuers, 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 







	  	        (c)
     subject to the provisions of Section 6.1, 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. 










 
	 	
24	 














        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 an Issuer, 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          man would exercise or
use under the circumstances in the conduct of his          own affairs. 



        (b)
     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. 







	  	        (ii)
    In the absence of bad faith on its part, the Trustee may conclusively          rely,
as to the truth of the statements and the correctness of the          opinions expressed
therein, upon Officers’ Certificates or Opinions of          Counsel furnished to the
Trustee and conforming to  









 
	 	
25	 















	  	
the
requirements of          this Indenture; however, in the case of any such Officers’
Certificates          or Opinions of Counsel which by any provisions hereof are
specifically          required to be furnished to the Trustee, the Trustee shall examine
such          Officers’ Certificates and Opinions of Counsel to determine whether or
         not they conform to the requirements of this Indenture. 






        (c)
     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. 







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



        (e)
     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. 



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



        (g)
     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. 



        (h)
     The Paying Agent, the Registrar and any authenticating agent shall be
         entitled to the protections, immunities and standard of care as are set
         forth in paragraphs (a), (b) and (c) 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. 







 
	 	
26	 















        (b)
Before the Trustee acts or refrains from acting, it may require an Officers’ 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 Officers’ 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 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 reasonable security or indemnity
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 given to the Trustee by the Issuers or by any Holder of
the Securities. 



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



        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 Issuers or an Affiliate 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 Issuers’ 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 known to a Responsible Officer of the Trustee, the Trustee shall
mail 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  







 
	 	
27	 














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, 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 Issuers shall promptly notify the Trustee when Securities of any Series are
listed on any stock exchange. 

        Section 7.7. Compensation and Indemnity. 



        The
Issuers shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuers 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
Issuers shall indemnify the Trustee (including the cost of defending itself) against any
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 Issuers promptly of any claim for which it may seek indemnity. The Issuers
shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Issuers shall pay the reasonable fees and expenses of such
counsel. The Issuers need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee. 



        The
Issuers need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee or by any officer, director, employee, shareholder or agent of
the Trustee through negligence or bad faith. 



        To
secure the Issuers’ 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(e) or (f) 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. 






 
	 	
28	 
















        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
the Issuers. 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 and
the Issuers. The Issuers 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 







	  	        (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 Issuers 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 may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuers. 



        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 Issuers or the Holders of at least 10% in principal amount of the Securities
of the applicable Series may 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 Issuers. Immediately after that, the retiring Trustee shall transfer
all property held by it as Trustee to the successor Trustee subject to the lien provided
for in Section 7.7, 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 a notice of its succession to each
Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant
to this Section 7.8, the Issuers’ 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. 






 
	 	
29	 
















        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.ss. 310(b). 



        Section
7.11. Preferential Collection of Claims Against the Issuers.  



        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. 



        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 Issuers, 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 Issuers, or 










 
	 	
30	 















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







and the Issuers, in the case of (1),
(2) or (3) above, have 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 Issuers have paid or caused to be paid all other sums payable          hereunder
by the Issuers; and 







	  	        (c)
     the Issuers 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 satisfaction and discharge of this          Indenture have been
complied with. 







        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Issuers to the
Trustee under Section 7.7, and, if money shall have been deposited with the Trustee
pursuant to clause (a) 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 and U.S. 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 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 Issuers 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 Issuers shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. 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 Issuers from time to time upon Company Request
any U.S. 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 or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture. 







 
	 	
31	 


















        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 Issuers 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 Issuers, 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; 







	  	        (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: 



	  	        (d)
     the Issuers  shall have  deposited or caused to be deposited  irrevocable  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  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,          which through the payment of interest 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 and interest,  if
any, on all the Securities          of such Series on the dates such installments of
interest or principal are due; 







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







	  	        (f)
     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; 







	  	        (g)
     the Issuers  shall have  delivered  to the Trustee an Officers’  Certificate  and an
Opinion of Counsel to          the effect that (i) the  Issuers have received from, or
there has  











 
	 	
32	 

















	  	
been
published by, the Internal  Revenue          Service a ruling,  or (ii) since the date of
execution of this  Indenture,  there has been a change in the          applicable
 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 Federal  income tax
purposes as a result of such  deposit,  defeasance  and discharge and will          be
 subject  to 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; 






	  	        (h)
     the Issuers shall have delivered to the Trustee an Officers’          Certificate
stating that the deposit was not made by the Issuers with          the intent of
preferring the Holders of the Securities of such Series          over any other creditors
of the company or with the intent of          defeating, hindering, delaying or
defrauding any other creditors of the          Issuers; 







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







	  	        (j)
     the Issuers shall have delivered to the Trustee an Officers’          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 Issuers 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 Officers’ Certificate 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 Issuers have  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 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,  which  through the
payment of interest  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  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; 











 
	 	
33	 















	  	        (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
Issuers 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 or during the period ending on the 91st day after such date; 







	  	        (d)
     the Issuers 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 federal income tax purposes as a
         result of such deposit and defeasance and will be subject to 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 Issuers shall have delivered to the Trustee an Officers’          Certificate
stating the deposit was not made by the Issuers with the          intent of preferring
the Holders of the Securities of such Series over          any other creditors of the
Issuers or with the intent of defeating,          hindering, delaying or defrauding any
other creditors of the Issuers;          and 







	  	        (f)
     The Issuers shall have delivered to the Trustee an Officers’          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 Issuers.  



        The
Trustee and the Paying Agent shall pay to the Issuers 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 Issuers 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
8.1 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 Issuers’ obligations under this Indenture and the Holders of Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1
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
Issuers and the Trustee may amend or supplement this Indenture or the Securities of one
or more Series without the consent of any Securityholder: 






 
	 	
34	 














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







	  	        (b)
     to comply with Article V; 







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







	  	        (d)
     to make any change that does not adversely affect the 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)
     to secure the Issuers’ obligations under the Securities and this          Indenture; 







	  	        (g)
     to add to the Issuers’ 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 Issuers; 







	  	        (h)
     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 







	  	        (i)
     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.  



        The
Company 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 with any provision of this Indenture
or the Securities with respect to such Series. 



        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 shall
mail to the Holders of Securities affected thereby, a notice briefly describing the
supplemental indenture or waiver. Any failure by the Company to mail 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. 







 
	 	
35	 















        Section
9.3. Limitations.  



        Without
the consent of each Securityholder affected, an amendment or waiver may not: 



	  	        (a)
     reduce the amount of Securities whose Holders must consent to an          amendment,
supplement or waiver; 







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







	  	        (c)
     reduce the principal 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; 







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







	  	        (e)
     waive a Default or Event of Default in the payment of the principal of          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); 







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







	  	        (g)
     make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or 







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







        Section
9.4. 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
9.5. 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
(a)  






 
	 	
36	 














through (g) of Section 9.3. 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
9.6. 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 Issuers 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
9.7. 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 be entitled to 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. 



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. 



        Section
10.2. Notices.  



        Any
notice or communication by the Issuers or the Trustee to the other is duly given if in
writing and delivered in person or mailed by first-class mail: 



	 	if to
the Issuers: 	 	 	 
	 	 	 	 	 
	 	Omnicom
Group Inc. 

                                  437 Madison Avenue 

                                  New
York, New York 10022 

                                  Attention:  ___________ 	 	 	 








 
	 	
37	 
















	 	if to
the Trustee:	 	 	 
	 	 	 	 	 
	 	JPMorgan
Chase Bank, N.A. 

                                  4 New York Plaza, 15th Floor 

                           New York, New York  10004 

                           Attention:  Worldwide Securities Services   	 	  	 






        The
Issuers or the Trustee by notice to the other 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 his
address shown on the register kept by the Registrar. Failure to mail 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 in the manner provided above, within the
time prescribed, it is duly given, whether or not the Securityholder receives it. 



        If
the Issuers mail a notice or communication to Securityholders, they shall mail a copy to
the Trustee and each Agent at the same time. 



        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 Issuers, 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 Issuers to the Trustee to take any action under this
Indenture, the Issuers shall furnish to the Trustee: 



	  	        (a)
     an Officers’ 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; 









 
	 	
38	 















	  	        (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 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 Issuers shall not have any
liability for any obligations of the Issuers 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. 



        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. 



        Section
10.10. Governing Laws.  



        THIS
INDENTURE AND THE SECURITIES 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. 







 
	 	
39	 
















        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
Issuers or a Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. 



        Section
10.12. Successors.  



        All
agreements of the Issuers 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. 



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
Issuers 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  





 
	 	
40	 


















        been
redeemed either at the election of the Issuers 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 Officers’
Certificate 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 Issuers any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Issuers to the Trustee of
Securities of that Series purchased by the Issuers having an unpaid principal amount
equal to the cash payment required to be released to the Issuers. 



        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 Officers’ Certificate in respect of a particular Series of
Securities) prior to each sinking fund payment date for any Series of Securities, the
Issuers will deliver to the Trustee an Officers’ 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 Issuers
shall thereupon be obligated to pay the amount therein specified. 



        Not
less than 30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate 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 Issuers 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. 







 
	 	
41	 




















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



	 	 	 	 	OMNICOM
GROUP INC. 
	 	 	 	 	 
	 	 	 	 	By: ___________________________

                                                                    Name:
                                                                

         
      Title:
                                                             
	 	 	 	 	 
	 	 	 	 	OMNICOM CAPITAL INC.
	 	 	 	 	 
	 	 	 	 	By: ___________________________

          Name:
                                                             

          
      Title:
                                                             
	 	  	 	  	 
	 	 	 	 	OMNICOM FINANCE INC. 
	 	 	 	 	 
	 	 	 	 	By: ___________________________
                                                             

          
      Name:
                                                             

          
      Title:
                                                             
	 	 	 	 	 
	 	 	 	 	JPMorgan Chase Bank, N.A.,
as Trustee
	 	 	 	 	 
	 	 	 	 	By: ___________________________
                                                                

          
      Name:
                                                                

          
      Title: 








   


	 	
	 


















EXHIBIT A 

Senior Debt Security



Form of Face of
Security 



[Title of Series] 



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



[CUSIP] No. _____  
$_______________ 



        OMNICOM
GROUP INC., a New York corporation, OMNICOM CAPITAL INC., a Connecticut corporation and
OMNICOM FINANCE INC. a Delaware corporation (herein collectively referred to as the
“Issuers”, which term includes any successor person to any of them under the Indenture
hereinafter referred to), for value received, hereby promises to pay to __________, or
registered assigns, the principal sum of __________ Dollars 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 __________ and in each year] [If other than
semi-annual payments, insert frequency of payments and payment dates], commencing
__________, 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  







 
	 	
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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 Issuers maintained for that
purpose in __________, in accordance with the terms of the Indenture referred to or the
reverse hereof in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that
at the option of the Issuers 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). 



        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. 



        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. 







 
	 	
A-2	 



















        IN
WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed. 



	Dated:	 	 	 	OMNICOM GROUP INC. 
	 	 	 	 	By_______________________________
	 	 	 	 	 
	 	 	 	 	By_______________________________ 
	 	 	 	 	 
	 	 	 	 	OMNICOM
CAPITAL INC. 
	
                                                      	  	 	  	By_______________________________
	 	 	 	 	 
	 	 	 	 	OMNICOM
FINANCE INC.
	 	 	 	 	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. 



	 	 	 	 	JPMorgan
Chase Bank, N.A.
                                                                                                  As
Trustee
	 	 	 	 	 
	 	 	 	 	By_________________________________  

      Authorized
Officer








 
	 	
A-4	 



















Form of Reverse of
Security. 



OMNICOM GROUP INC. 

                                               OMNICOM CAPITAL INC. 

                                               OMNICOM FINANCE INC. 



[Title of Series] 



        This
Security is one of a duly authorized issue of securities of the Issuers, designated as
their __________ due __________ (herein called the “Securities”), issued and to be issued
in one or more Series under an Indenture, dated as of __________ (herein called the
“Indenture”), between the Issuers 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 Issuers, 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 Issuers as paying agent, 



        Securities
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 30 days’ nor more than 60 days’ notice by mail, [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 Issuers, 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 30 days’ nor more
than 60 days’ notice by mail, (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
Issuers, 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 Issuers 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.] 



        The
Indenture contains provisions that permit the Issuers to elect either (1) to defease and
be discharged from the entire indebtedness of this Security or (2) to be released from
their 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 Company, insert
appropriate provisions and specify the conversion features and the form of conversion
notice pursuant to the Form of Conversion Notice set forth herein.] 






 
	 	
A-6	 

















        [If
the Security is convertible into or exchangeable for other securities or property,
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 Issuers’ obligations in respect of the payment of the principal
of and interest, if any, on the Securities of this Series shall terminate.] 



        The
Indenture permits the amendment thereof and the modification of the rights and
obligations of the Issuers and the rights of the Holders of the Securities of each Series
to be affected under the Indenture at any time by the Issuers 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 Issuers 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 rights of
any Holder of such series of the Securities, as provided therein. 



        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 Issuers with
certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange 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 Issuers, 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 Issuers in any place
where the principal of and  






 
	 	
A-7	 
















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 Issuers 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 any integral multiple 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
Issuers 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 Issuers, the
Trustee and any agent of the Issuers 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 neither the Issuers, the Trustee nor any such agent shall be
affected by notice to the contrary. 



        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 Issuers 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-8	 



















Form of Conversion
Notice. 






To Omnicom Group Inc.: 



The undersigned owner of this
Security hereby irrevocably exercises the option to convert this Security, or portion
hereof (which is $1,000 or an integral multiple thereof) below designated, into [shares
of common stock of the Company] in accordance with the terms of the Indenture referred to
in this Security, and directs that the [shares] issuable and deliverable upon the
conversion, together with any check in payment for fractional shares of any securities
representing any unconverted principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If this Notice
is being delivered on a date after the close of business on a [regular] record date and
prior to the opening of business on the related interest payment date (unless this
Security or the portion thereof being converted has been called for redemption on a
redemption date within such period), this Notice is accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest payable on such interest
payment date of the principal of this Security to be converted. If shares are to be
issued in the name of a period other than the undersigned, the undersigned will pay all
transfer taxes payable with respect hereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Security. 






 
	 	
A-9