EXHIBIT 4.3

OMNICOM GROUP INC.,

  OMNICOM CAPITAL INC.,

  OMNICOM FINANCE INC.,

  

  as Issuers



 FORM OF INDENTURE

  

  Dated as of __________, 2009




  DEUTSCHE BANK TRUST COMPANY AMERICAS

    

    as Trustee

  

  Debt Securities 












TABLE OF CONTENTS

			
	  	  	 Page 
	  
	 ARTICLE I 
	 DEFINITIONS AND INCORPORATION BY REFERENCE 
	 SECTION 1.1 	  Definitions 	 1 
	 	 	 
	 SECTION 1.2 	  Other Definitions 	 5 
	 	 	 
	 SECTION 1.3 	  Incorporation by Reference of Trust Indenture Act 	 5 
	 	 	 
	 SECTION 1.4 	  Rules of Construction 	 5 
	 ARTICLE II 
	 THE SECURITIES 
	 SECTION 2.1 	  Issuable in Series 	 6 
	 	 	 
	 SECTION 2.2 	  Establishment of Terms of Series of Securities 	 6 
	 	 	 
	 SECTION 2.3 	  Execution and Authentication 	 9 
	 	 	 
	 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 	 12 
	 	 	 
	 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 
	 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 	 16 
	 	 	 
	 SECTION 3.5 	  Deposit of Redemption Price 	 16 
	 	 	 
	 SECTION 3.6 	  Securities Redeemed in Part 	 16 




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 TABLE OF CONTENTS

  (continued)

			
	  	  	 Page 
	  
	 ARTICLE IV 
	 COVENANTS 
	 SECTION 4.1 	 Payment of Principal and Interest 	 16 
	 	 	 
	 SECTION 4.2 	 SEC Reports 	 16 
	 	 	 
	 SECTION 4.3 	 Compliance Certificate 	 17 
	 	 	 
	 SECTION 4.4 	 Stay, Extension and Usury Laws 	 17 
	 	 	 
	 SECTION 4.5 	 Corporate Existence 	 17 
	 	 	 
	 SECTION 4.6 	 Taxes 	 17 
	 ARTICLE V 
	 SUCCESSORS 
	 SECTION 5.1 	 When the Issuers May Merge, Etc 	 18 
	 	 	 
	 SECTION 5.2 	 Successor Corporation Substituted 	 18 
	 ARTICLE VI 
	 DEFAULTS AND REMEDIES 
	 SECTION 6.1 	 Events of Default 	 18 
	 	 	 
	 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 	 23 
	 	 	 
	 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 	 24 
	 	 	 
	 SECTION 6.14 	 Undertaking for Costs 	 25 
	 ARTICLE VII 
	 TRUSTEE 
	 SECTION 7.1 	 Duties of Trustee 	 25 





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 TABLE OF CONTENTS

  (continued)

			
	  	  	 Page 
	  
	 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 	 27 
	 	 	 
	 SECTION 7.7 	 Compensation and Indemnity 	 28 
	 	 	 
	 SECTION 7.8 	 Replacement of Trustee 	 28 
	 	 	 
	 SECTION 7.9 	 Successor Trustee by Merger, etc 	 29 
	 	 	 
	 SECTION 7.10 	 Eligibility; Disqualification 	 29 
	 	 	 
	 SECTION 7.11 	 Preferential Collection of Claims Against the Issuers 	 30 
	 ARTICLE VIII 
	 SATISFACTION AND DISCHARGE; DEFEASANCE 
	 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 	 31 
	 	 	 
	 SECTION 8.4 	 Covenant Defeasance 	 33 
	 	 	 
	 SECTION 8.5 	 Repayment to the Issuers 	 34 
	 	 	 
	 SECTION 8.6 	 Reinstatement 	 34 
	 ARTICLE IX 
	 AMENDMENTS AND WAIVERS 
	 SECTION 9.1 	 Without Consent of Holders 	 34 
	 	 	 
	 SECTION 9.2 	 With Consent of Holders 	 35 
	 	 	 
	 SECTION 9.3 	 Compliance with Trust Indenture Act 	 36 
	 	 	 
	 SECTION 9.4 	 Revocation and Effect of Consents 	 36 
	 	 	 
	 SECTION 9.5 	 Notation on or Exchange of Securities 	 36 
	 	 	 
	 SECTION 9.6 	 Trustee Protected 	 37 
	 ARTICLE X 
	 MISCELLANEOUS 
	 SECTION 10.1 	 Trust Indenture Act Controls 	 37 
	 	 	 
	 SECTION 10.2 	 Notices 	 37 
	 	 	 
	 SECTION 10.3 	 Communication by Holders with Other Holders 	 38 





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 TABLE OF CONTENTS

  (continued)

			
	  	  	 Page 
	  
	 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 	 39 
	 	 	 
	 SECTION 10.12 	 Successors 	 39 
	 	 	 
	 SECTION 10.13 	 Severability 	 39 
	 	 	 
	 SECTION 10.14 	 Table of Contents, Headings, Etc 	 39 
	 	 	 
	 SECTION 10.15 	 USA Patriot Act 	 40 
	 	 	 
	 SECTION 10.16 	 Force Majeure 	 40 
	 ARTICLE XI 
	 SINKING FUNDS 
	 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 
	 	 	 
	 EXHIBITS 	  	  
	  	 
	 Exhibit A – Form of Debt Security 	 A-1 





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CROSS-REFERENCE TABLE*

		
	 Trust Indenture Act Section
      
 	 Indenture Section
      
 
	 

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



	

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


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      INDENTURE dated as of __________,
  2009 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 Deutsche Bank Trust Company Americas, a New York
  banking corporation, 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.


     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 or Paying 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, which office at the date hereof is located at 60
Wall Street, 27th Floor, New York, New York 10005, Attention: Trust & Securities Services, or such other address as the Trustee may designate from time to time by notice to the Issuers, or the corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by notice to the Issuers).


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


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


     “Depository” means, unless otherwise provided in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, 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 Depository Trust Company, New York, New York, or any successor thereto registered under the Exchange Act or other applicable statute or regulation.


     “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.


     “Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation,
by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Debt.

 - 2 -











     “Guarantor” means any person, if any, identified pursuant to Section 2.2.18 of this Indenture as providing a Guarantee of any of the Issuers’ obligations under this Indenture.


     “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.


     “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.


- 3 -











     “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, 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


- 4 -











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 
	 “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 
	 “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:

 - 5 -






      (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;


     (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 2.2.20) 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 9.5);

 - 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 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, the terms and conditions, if any, upon which such Global Security may be exchanged in whole or in part for other individual Securities of such Series
in definitive registered form, the Depository for such Global Security and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the Global Securities Legend;


     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;


- 7 -











     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;


     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;


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


     2.2.20 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 Company or other securities or property of the Company.


     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 Secretary or an Assistant 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.


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     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 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”) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”). The Registrar
shall keep a

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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 or Paying Agent. If
at any time the Issuers shall fail to maintain any such required Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the 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 or additional paying agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Issuers of their obligations to maintain a Registrar and Paying Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The 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 or additional paying agent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.


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


     SECTION 2.5 Paying Agent to Hold Money in Trust. The 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


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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 9.5).


     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.

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


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


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


     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 unless otherwise provided by a Board Resolution, a supplemental indenture or an Officers’ Certificate with respect to any Series.


     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 in the Corporate Trust Office of the Trustee knows are so owned shall be so disregarded.


     SECTION 2.11 Temporary Securities. Until definitive Securities are ready for delivery, the 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

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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.


     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:


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   “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 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 2.14.4, 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.


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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).


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

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

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

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

        (g) the CUSIP or ISIN number,
    if any, printed on the Securities being redeemed; and

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



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     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. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date.


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


ARTICLE IV



COVENANTS


     SECTION 4.1 Payment of Principal and Interest. The 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. Any amounts to be given to the Trustee or Paying Agent, shall be deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time,
by the Issuers. Such payments shall be considered made on the date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, money sufficient to make all payments with respect to such Securities then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.


     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). For the avoidance of doubt, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company, as applicable, has filed such reports with the SEC via the EDGAR filing system
and such reports are publicly available. The Company will notify the Trustee of the filing by email or otherwise.


     Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein
or determinable from information contained therein,

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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).


     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.


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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”), 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.


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,


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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,

  



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

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

  

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

  
          (i) is for relief against 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(f) or (g)) then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the 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(f) or (g) 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




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

          (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.


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


     SECTION 6.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding
relative to 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.

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     SECTION 6.6 Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


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


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


     Third: To the 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.


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     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 conflict with
    applicable law or this Indenture or involve the Trustee in personal liability.




     SECTION 6.13 Waiver of Past Defaults. Subject to Section 6.2, the Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a
majority in

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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 and no implied duties shall be read into this Indenture against the
    Trustee.

        (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 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.



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     (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), (c), (f) and (g) of this Section with
respect to the Trustee.


     SECTION 7.2 Rights of Trustee.


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


     (b) Before the Trustee acts or refrains from acting, it may require an 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.


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     (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 actually 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 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


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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, jointly and severally, indemnify the Trustee, in each of its capacities hereunder, (including the cost of defending itself) against any claims, loss, liability or expense incurred by it except as set
forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the 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.


     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


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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.


     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).

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     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

          (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




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        (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.


     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




- 31 -







   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 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




- 32 -







   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;

        (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




- 33 -







   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:


        (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 materially adversely affect in any material respect the legal rights of
    any Securityholder;

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



 - 34 -







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

        (g) to secure the Issuers’
    obligations under the Securities and this Indenture;

        (h) 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;

        (i) 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

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




     SECTION 9.2 With Consent of Holders. (a) The Company 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.


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


        (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;




- 35 -







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

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

        (f) 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);

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

        (h) make any change in Sections
    6.8, 6.13 or 9.2(h) (this sentence); or

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




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


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


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


     SECTION 9.5 Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The 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.


- 36 -











     SECTION 9.6 Trustee Protected. In executing, or accepting the additional trusts created by any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall 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, duties, liabilities or immunities.


ARTICLE X



MISCELLANEOUS


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


     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: General Counsel
	 

        
	      if to the Trustee: 
	 

        
	
                    Deutsche Bank Trust Company Americas
        
	
                    60 Wall Street, 27th Floor
        
	
                    MS: NYC60-2710
        
	
                    New York, NY 10005
        
	
                    Attention: Trust & Securities Services
        
	
                    Fax: 732-578-4635
        
	 

        
	
                    copy to:
        
	 

        
	
                    Deutsche Bank National Trust Company
        
	
                    25 DeForest Avenue
        
	
                    Mail Stop: SUM01-0105
        
	
                    Summit, New Jersey 07901
        
	
                    Attention: Trust & Securities Services
        
	
                    Fax: 732-578-4635
        



 - 37 -











     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;

        (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




- 38 -







        (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.


     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.

 - 39 -










     SECTION 10.15 USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee, like all financial institutions, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Indenture agree that they will provide the Agents with such information as it
may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.


     SECTION 10.16 Force Majeure. The Trustee and the Agents shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond
the control of the Trustee or any Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act
of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).


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 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

 - 40 -











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: 
	 	 	  
	 	 	  
	 	 DEUTSCHE BANK TRUST COMPANY 
	 	 AMERICAS, 
	 	 as Trustee 
	 	 	  
	 	 	  
	 	 By: 
	 	 	

	 	 	 Name: 
	 	 	 Title: 
	 	 	  
	 	 	  
	 	 By: 
	 	 	

	 	 	 Name: 
	 	 	 Title: 













EXHIBIT A Debt Security



Form of Face of Security



[Title of Series]


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


     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE SUPPLEMENTAL INDENTURE AND THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

      [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

 A-1










 __________ (whether or not a Business Day), as the case may be,
  next preceding such interest payment date. Any such interest not so punctually
  paid or duly provided for will forthwith cease to be payable to the Holder on
  such [regular] record date and may either be paid to the person in whose name
  this Security (or one or more predecessor securities) is registered at the close
  of business on a [special] record date for the payment of such defaulted interest
  to be fixed by the Trustee, notice whereof shall be given to Holders of Securities
  of this Series not less than 10 days prior to such [special] record date, or
  be paid at any time in any other lawful manner not inconsistent with the requirements
  of any securities exchange on which the Securities of this Series may be listed,
  and upon such notice as may be required by such exchange, all as more fully
  provided in said Indenture).


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


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

      Payment of the principal of (and
  premium, if any) and [if applicable, insert - any such] interest on this Security
  will be made at the office or agency of the 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.

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

		
	 Dated: 	 OMNICOM GROUP INC. 
	 	 
	  	 By: 
	 	 	

	 	 
	  	 By: 
	 	 	

	 	 
	  	 OMNICOM CAPITAL INC. 
	 	 
	  	 By: 
	 	 	

	 	 
	  	 By: 
	 	 	

	 	 
	  	 OMNICOM FINANCE INC. 
	 	 
	  	 By: 
	 	 	

	 	 
	  	 By: 
	 	 	





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Form of Trustee’s Certificate of Authentication.

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


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

			
	 	 Deutsche Bank Trust Company Americas, 
	 	 As Trustee 
	 	  
	 	  
	 	 By: 
	 	 	

	  	 	 Authorized Officer 




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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,  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

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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.]

 [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.

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     [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.]


     [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.]


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

      The Indenture permits the amendment
  thereof and the modification of the rights and obligations of the 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.

 A-7











     The Indenture contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on behalf of the Holders of all Securities of such Series,
to waive compliance by the 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 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.

 A-8










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

 A-9