Exhibit 4.4


 


OMNICOM FINANCE HOLDINGS PLC,



as Issuer


OMNICOM GROUP INC.,




as Guarantor


 


INDENTURE



Dated as of ____________


 


DEUTSCHE BANK TRUST COMPANY AMERICAS



as Trustee

 

Debt Securities



     


    


    

TABLE OF CONTENTS


 


	 	 	Page
	 	 	 



	ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1



	SECTION 1.1	 	Definitions	1
	SECTION 1.2	 	Other Definitions	6
	SECTION 1.3	 	Incorporation by Reference of Trust Indenture Act	6
	SECTION 1.4	 	Rules of Construction	6



	ARTICLE II	THE SECURITIES	7



	SECTION 2.1	 	Issuable in Series	7
	SECTION 2.2	 	Establishment of Terms of Series of Securities	7
	SECTION 2.3	 	Execution and Authentication	10
	SECTION 2.4	 	Registrar and Paying Agent	11
	SECTION 2.5	 	Paying Agent to Hold Money in Trust	11
	SECTION 2.6	 	Securityholder Lists	11
	SECTION 2.7	 	Transfer and Exchange	12
	SECTION 2.8	 	Mutilated, Destroyed, Lost and Stolen Securities	12
	SECTION 2.9	 	Outstanding Securities	13
	SECTION 2.10	 	Treasury Securities	13
	SECTION 2.11	 	Temporary Securities	14
	SECTION 2.12	 	Cancellation	14
	SECTION 2.13	 	Defaulted Interest	14
	SECTION 2.14	 	Global Securities	14
	SECTION 2.15	 	CUSIP, ISIN and Common Code Numbers	16
	SECTION 2.16	 	Securities Denominated in Foreign Currencies	17
	SECTION 2.17	 	Designated Currency	17



	ARTICLE III	REDEMPTION	18



	SECTION 3.1	 	Notice to Trustee	18
	SECTION 3.2	 	Selection of Securities to be Redeemed	18
	SECTION 3.3	 	Notice of Redemption	18
	SECTION 3.4	 	Effect of Notice of Redemption	19
	SECTION 3.5	 	Deposit of Redemption Price	19
	SECTION 3.6	 	Securities Redeemed in Part	19



	ARTICLE IV	COVENANTS	19



	SECTION 4.1	 	Payment of Principal and Interest	19
	SECTION 4.2	 	SEC Reports	20
	SECTION 4.3	 	Compliance Certificate	20
	SECTION 4.4	 	Stay, Extension and Usury Laws	20
	SECTION 4.5	 	Corporate Existence	21
	SECTION 4.6	 	Taxes	21




	ARTICLE V	SUCCESSORS	21



	SECTION 5.1	 	When the Company and the Guarantor May Merge, Etc	21
	SECTION 5.2	 	Successor Corporation Substituted	22



	ARTICLE VI	DEFAULTS AND REMEDIES	22




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TABLE OF CONTENTS

(Continued)


	 	 	 	Page
	 	 	 	 
	SECTION 6.1	 	Events of Default	22
	SECTION 6.2	 	Acceleration of Maturity; Rescission and Annulment	24
	SECTION 6.3	 	Collection of Indebtedness and Suits for Enforcement by Trustee	25
	SECTION 6.4	 	Trustee May File Proofs of Claim	26
	SECTION 6.5	 	Trustee May Enforce Claims Without Possession of Securities	27
	SECTION 6.6	 	Application of Money Collected	27
	SECTION 6.7	 	Limitation on Suits	27
	SECTION 6.8	 	Unconditional Right of Holders to Receive Principal and Interest	28
	SECTION 6.9	 	Restoration of Rights and Remedies	28
	SECTION 6.10	 	Rights and Remedies Cumulative	28
	SECTION 6.11	 	Delay or Omission Not Waiver	28
	SECTION 6.12	 	Control by Holders	28
	SECTION 6.13	 	Waiver of Past Defaults	29
	SECTION 6.14	 	Undertaking for Costs	29



	ARTICLE VII  	TRUSTEE	29



	SECTION 7.1	 	Duties of Trustee	29
	SECTION 7.2	 	Rights of Trustee	30
	SECTION 7.3	 	Individual Rights of Trustee	32
	SECTION 7.4	 	Trustee’s Disclaimer	32
	SECTION 7.5	 	Notice of Defaults	32
	SECTION 7.6	 	Reports by Trustee to Holders	32
	SECTION 7.7	 	Compensation and Indemnity	32
	SECTION 7.8	 	Replacement of Trustee	33
	SECTION 7.9	 	Successor Trustee by Merger, Etc	34
	SECTION 7.10	 	Eligibility; Disqualification	34
	SECTION 7.11	 	Preferential Collection of Claims	34



	ARTICLE VIII  	SATISFACTION AND DISCHARGE; DEFEASANCE	34



	SECTION 8.1	 	Satisfaction and Discharge of Indenture	34
	SECTION 8.2	 	Application of Trust Funds; Indemnification	35
	SECTION 8.3	 	Legal Defeasance of Securities of any Series	36
	SECTION 8.4	 	Covenant Defeasance	38
	SECTION 8.5	 	Repayment to the Company	39
	SECTION 8.6	 	Reinstatement	39



	ARTICLE IX	AMENDMENTS AND WAIVERS	39



	SECTION 9.1	 	Without Consent of Holders	39
	SECTION 9.2	 	With Consent of Holders	40
	SECTION 9.3	 	Compliance with Trust Indenture Act	41
	SECTION 9.4	 	Revocation and Effect of Consents	41
	SECTION 9.5	 	Notation on or Exchange of Securities	42




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TABLE OF CONTENTS

(Continued)


	 	 	 	Page





	SECTION 9.6	 	Trustee Protected	42



	ARTICLE X	MISCELLANEOUS	42



	SECTION 10.1	 	Trust Indenture Act Controls	42
	SECTION 10.2	 	Notices	42
	SECTION 10.3	 	Communication by Holders with Other Holders	43
	SECTION 10.4	 	Certificate and Opinion as to Conditions Precedent	43
	SECTION 10.5	 	Statements Required in Certificate or Opinion	44
	SECTION 10.6	 	Rules by Trustee and Agents	44
	SECTION 10.7	 	Legal Holidays	44
	SECTION 10.8	 	No Recourse Against Others	44
	SECTION 10.9	 	Counterparts	44
	SECTION 10.10	 	Governing Laws	45
	SECTION 10.11	 	No Adverse Interpretation of Other Agreements	45
	SECTION 10.12	 	Successors	45
	SECTION 10.13	 	Severability	45
	SECTION 10.14	 	Table of Contents, Headings, Etc	45
	SECTION 10.15	 	USA Patriot Act	45
	SECTION 10.16	 	Force Majeure	45
	SECTION 10.17	 	Consent to Jurisdiction; Service of Process; and Waiver of Jury Trial	45



	ARTICLE XI	SINKING FUNDS	46



	SECTION 11.1	 	Applicability of Article	46
	SECTION 11.2	 	Satisfaction of Sinking Fund Payments with Securities	47
	SECTION 11.3	 	Redemption of Securities for Sinking Fund	47



	ARTICLE XII  	GUARANTEE OF SECURITIES	48



	SECTION 12.1	 	Guarantee	48



	ARTICLE XIII  	ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS	52



	SECTION 13.1	 	Redemption Upon Changes in Withholding Taxes	52
	SECTION 13.2	 	Payment of Additional Amounts	53
	 	 	 	 
	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
	312	(a)	2.6
	 	(b)	10.3
	 	(c)	10.3
	313	(a)	7.6
	 	(b)(1)	7.6
	 	(b)(2)	7.6
	 	(c)	7.6
	 	(d)	7.6
	314	(a)	4.2, 10.5
	 	(b)	Not Applicable
	 	(c)(1)	10.4
	 	(c)(2)	10.4
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	10.5
	 	(f)	Not Applicable
	315	(a)	7.1
	 	(b)	7.5
	 	(c)	7.1
	 	(d)	7.1
	 	(e)	6.14
	316	(a)	2.10
	 	(a)(1)(A)	6.12
	 	(a)(1)(B)	6.13
	 	(b)	6.8
	317	(a)(1)	6.3
	 	(a)(2)	6.4
	 	(b)	2.5
	318	(a)	10.1




 


			 





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





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


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


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


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1             
Definitions.


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


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


“Agent” means any
Registrar or Paying Agent.


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


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


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


“Business Day” means,
unless otherwise provided by Board Resolution, Officer’s Certificate of the Company or supplemental indenture hereto for
a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York or in The City of London




     


    


    

on which banking institutions are authorized or required
by law, regulation or executive order to close.


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


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


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


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


“Currency” means Dollars
or Foreign Currency.


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


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


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


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


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




    -2- 


    


    

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


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


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


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


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


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


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




    -3- 


    


    

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


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


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


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


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


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


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


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


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


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


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


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


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


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




    -4- 


    


    

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


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


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


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


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


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


“TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code ss. ss. 77aaa-77bbbb), as amended from time to time, and as in effect on the date of this Indenture;
provided, however, that in the event the TIA is amended after such date, “TIA” means, to the extent required by any
such amendment, the Trust Indenture Act as so amended.


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


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



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SECTION 1.2             
Other Definitions.


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


 


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


“Commission” means the SEC.


“indenture securities” means
the Securities.


“indenture security holder”
means a Securityholder.


“indenture to be qualified”
means this Indenture.


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


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


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


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


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


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




    -6- 


    


    

(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;


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


(g)              
provisions apply to successive events and transactions.


ARTICLE
II


THE SECURITIES


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


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


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


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


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




    -7- 


    


    

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 Company;


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


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


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


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


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


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




    -8- 


    


    

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, V or XII which applies to Securities of the Series;


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


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


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


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


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


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


2.2.22   
any listing on a securities exchange; and


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


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


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




    -9- 


    


    

and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 2.3 for the authentication and delivery of such Securities.


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


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


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


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


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


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


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


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


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


The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes




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authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company, the Guarantor or an Affiliate of either of them.


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


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


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


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


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


SECTION 2.6             
Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of




    -11- 


    


    

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


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


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


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


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


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


Upon the issuance of any new Security
under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed




    -12- 


    


    

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 Company and the Guarantor, as applicable, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that Series duly issued hereunder.


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


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


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


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


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


In determining whether the Holders of
the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.


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



    -13- 


    


    



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


SECTION 2.12         
Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall dispose of such canceled Securities in accordance with its customary procedures (subject to the record retention requirement
of the Exchange Act) and upon written instruction from the Company deliver a certificate of such destruction to the Company, unless
the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to
the Trustee for cancellation.


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


SECTION 2.14         
Global Securities.


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


2.14.2   
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and
in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered
in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global




    -14- 


    


    

Security or if at any time such Depository ceases to be a
clearing agency registered under the Exchange Act or any other applicable U.S. or foreign statute or regulation, and, in either
case, the Company fails to appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event
of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names
as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


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


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


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


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


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


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE




    -15- 


    


    

DEPOSITORY TO THE DEPOSITORY OR TO ANOTHER NOMINEE OF
THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.”


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


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


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


SECTION 2.15         
CUSIP, ISIN and Common Code Numbers. The Company in issuing the Securities may use CUSIP, ISIN and/or Common Code
numbers (if then generally in use), and, if so, the Trustee shall use CUSIP, ISIN and/or Common Code numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only
on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN and/or
Common Code numbers.



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


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


 


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


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


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


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


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



    -17- 


    


    

ARTICLE
III


REDEMPTION


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


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


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


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


(a)              
the redemption date;


(b)              
the redemption price;


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


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




    -18- 


    


    

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


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


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


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


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


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


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


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


ARTICLE
IV


COVENANTS


SECTION 4.1             
Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series
of Securities that the Company will duly and punctually pay the principal of and interest, if any, on the Securities of that Series
in accordance with the terms of such Securities and this Indenture. Any amounts to be given to the Trustee or Paying Agent, shall
be deposited with the Trustee or Paying Agent by 10:00 a.m., New York City time (or such other time as may be specified pursuant
to Section 2.2 with respect to any Security denominated in a Foreign Currency), by the Company or the Guarantor. Such payments
shall be considered made on the date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture,
money sufficient to make all payments with respect to such




    -19- 


    


    

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


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


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


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


SECTION 4.4             
Stay, Extension and Usury Laws. The Company and the Guarantor covenant (to the extent that they may lawfully do so)
that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture, the Guarantee or the Securities; and the Company and the Guarantor (to the extent they may lawfully do so) hereby
expressly waive all




    -20- 


    


    

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


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


ARTICLE
V



SUCCESSORS


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


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


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


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




    -21- 


    


    

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


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


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


ARTICLE
VI


DEFAULTS AND REMEDIES


SECTION 6.1             
Events of Default.


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


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




    -22- 


    


    

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


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


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


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


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


(i)                
commences a voluntary case,


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


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


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




    -23- 


    


    

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


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


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


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


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


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


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


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




    -24- 


    


    

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


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


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


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


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


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


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


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


SECTION 6.3             
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants 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 Company will, upon demand of the Trustee, pay to
them, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal or
any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover the costs




    -25- 


    


    

and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


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


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


SECTION 6.4             
Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or the Guarantor upon
the Securities or the property of the Company or the Guarantor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise,


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


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


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



    -26- 


    


    



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


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


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


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


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


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


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


(b)              
the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


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


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


(e)              
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any




    -27- 


    


    

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.


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


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


SECTION 6.11         
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


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


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


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




    -28- 


    


    

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


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


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


ARTICLE
VII


TRUSTEE


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


(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.




    -29- 


    


    

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


(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 Company and the Guarantor. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law.


(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 subject
to the standard of care as are set forth in paragraphs (b), (c), (f) and (g) of this Section with respect to the Trustee.


SECTION 7.2             
Rights of Trustee.




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


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


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


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


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


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


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


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


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


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


(k)              
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request,




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direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper document, but the Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit.


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


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


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


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


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


SECTION 7.7             
Compensation and Indemnity. The Company and the Guarantor shall, jointly and severally, pay to the Trustee compensation
as agreed to in writing between the Company, the Guarantor and the Trustee from time to time. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantor shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation
and expenses of the Trustee’s agents and counsel.


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




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its duties under this Indenture as Trustee or Agent. The
Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnity. The Company and the Guarantor
shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and
the Guarantor shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantor need not pay for any settlement
made without their consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors,
employees, shareholders and agents of the Trustee.


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


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


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


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


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


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


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


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


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


(d)              
the Trustee becomes incapable of acting.


If the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then




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outstanding Securities of the applicable Series may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.


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


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


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


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


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


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


ARTICLE
VIII


SATISFACTION AND DISCHARGE; DEFEASANCE


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




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(a)              
either


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


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


(1)              
have become due and payable, or


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


(3)              
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, or


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


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


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


(c)              
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 7.7, and, if money shall
have been deposited with the Trustee pursuant to clause (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, U.S.
Government Obligations and Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money
received by the Trustee in respect of U.S. Government Obligations and Foreign Government Obligations deposited with the Trustee
pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either




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directly or through any Paying Agent (including the Company
or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal
and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Sections 8.3 or 8.4.


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


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


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


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


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


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


provided that, the following conditions shall have been satisfied:


(a)              
the Company or the Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds
in trust for making the purpose of the following payments, specifically pledged as security for and dedicated solely to the




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


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


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


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


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


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


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



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SECTION 8.4             
Covenant Defeasance.


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


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


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


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


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


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




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creditors of the Company or the Guarantor or with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company or the Guarantor; and


(f)               
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the defeasance contemplated by this Section 8.4 have been complied with.


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


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


ARTICLE
IX



AMENDMENTS AND WAIVERS


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


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


(b)              
to comply with Article V;


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


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


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


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




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


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


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


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


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


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


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


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




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


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


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


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


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


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


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


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


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


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


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


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


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




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portion of a Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective.


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


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


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


ARTICLE
X



MISCELLANEOUS


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


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


if to the Company:



Omnicom Finance Holdings PLC


Bankside 3, 90-100 Southwark
Street


London, SE1 0SW


United Kingdom


Attention: Secretary


if to the Guarantor:




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Omnicom Group Inc.

437 Madison Avenue

New York, New York 10022

Attention: General Counsel


if to the Trustee:



Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 24th Floor

MS: NYC60-2405

New York, NY 10005

Attention: Corporates – Omnicom Finance Holdings PLC

Fax: 732-578-4635






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


Any notice or communication to a Securityholder
shall be mailed by first-class mail to their address shown on the register kept by the Registrar or delivered electronically in
accordance with the procedures of the Depository. Failure to mail (or deliver electronically in accordance with the procedures
of the Depository) a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency
with respect to other Securityholders of that or any other Series.


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


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


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


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


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




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


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


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


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


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


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


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


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


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


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


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



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


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


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


SECTION 10.13     
Severability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


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


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


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


SECTION 10.17     
Consent to Jurisdiction; Service of Process; and Waiver of Jury Trial. Each of the Company and the Guarantor agrees
that any legal suit, action or proceeding brought by any party to enforce any rights under or with respect to this Indenture, any
Security or any




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other document or the transactions contemplated hereby or
thereby may be instituted in any state or federal court in The Borough of Manhattan, The City of New York, State of New York, United
States of America, irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding, irrevocably waives to the fullest extent permitted by law any claim
that and agrees not to claim or plead in any court that any such action, suit or proceeding brought in such court has been brought
in an inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or
proceeding or for recognition and enforcement of any judgment in respect thereof.


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


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


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


ARTICLE
XI


SINKING FUNDS


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




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


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


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


Not less than 30 days (unless otherwise
indicated in the Board Resolution, Officer’s Certificate of the Company or supplemental indenture in respect of a particular
Series of




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Securities) before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section
3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 3.4, 3.5 and 3.6.


ARTICLE
XII 


GUARANTEE
OF SECURITIES


SECTION 12.1         
Guarantee.


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


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


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


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


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


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




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


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


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


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


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


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


12.1.4   
The Guarantor, in its capacity as guarantor, hereby unconditionally and irrevocably waives (i) any defense arising by reason
of any claim or defense based upon an election of remedies by any Holder that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor or other
rights of the Guarantor to proceed against the Company, any




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other guarantor or any other person or collateral, if any,
and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the Guarantor
under this Indenture or the Securities.


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


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


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


12.1.8   
The Guarantor hereby agrees that, unless and until all obligations with respect to the Securities and this Indenture have
been paid in full, in its capacity as guarantor, it shall have no right (whether direct or indirect) of subrogation (whether contractual,
under Section 509 of the Bankruptcy Code or otherwise) to the claims of any Holder or the Trustee against the Company or any other
person who became an “obligor” under the Securities or this Indenture in respect of any obligation with respect to
the Securities or this Indenture, notwithstanding any payment or payments made by the Guarantor hereunder or any set-off or application
of funds of the Guarantor by the Holder; and the Guarantor hereby waives all contractual, statutory and common law rights of reimbursement,
contribution or indemnity it may have against the Company or any other such person as the case may be, and any and all other rights
of payment or recovery from the Company or any other such person, as the case may be, that it may now have or hereafter acquire
until all Securities and all obligations under this Indenture have been paid in full (in which event such rights of payment or
recovery shall be deemed to be in the form of a loan or loans made from the Guarantor to the Company or any other such person,
as the case may be). The Guarantor further agrees that, in its capacity as guarantor, as between the




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Guarantor, on the one hand, and the Holders and the Trustee,
on the other hand, (1) the maturity of the Securities guaranteed hereby may be accelerated as provided in Article VI of this Indenture
for the purposes of the Guarantor’s Guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Securities guaranteed pursuant to this Article XII, and (2) in the event of any declaration
of acceleration of such Securities as provided in Article VI of this Indenture, such Securities (whether or not due and payable)
will forthwith become due and payable by the Guarantor for the purpose of its Guarantee hereunder.


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


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


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


12.1.12 The Guarantor may, by execution
and delivery to the Trustee of a supplemental indenture, be released from its Guarantee upon the sale or other transfer of no less
than a majority of its capital stock or of all or substantially all of its assets to an entity that is not a Subsidiary of the
Guarantor and which sale or other transfer is otherwise in compliance with Article V of this Indenture, which release shall be
effective without any action on the part of the Trustee or any Holder. Upon any such release, the Trustee shall deliver an appropriate
instrument evidencing such release upon receipt of a written request by the Guarantor accompanied by an Officer’s Certificate
of the Company certifying as to compliance with this Section 12.1.12. Any actions taken pursuant to this Section 12.1.12 shall
not release the Company as a primary obligor under this Indenture or the Securities.




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


ARTICLE
XIII


ADDITIONAL
AMOUNTS; CERTAIN TAX PROVISIONS


SECTION 13.1         
Redemption Upon Changes in Withholding Taxes.


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




    -52- 


    


    

become obligated to pay Additional Amounts as a result
of a change, amendment, official interpretation or application described above.


SECTION 13.2         
Payment of Additional Amounts.


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


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


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


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


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




    -53- 


    


    

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


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


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


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


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


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


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


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


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


The Company or the Guarantor, as the
case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld
to the




    -54- 


    


    

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


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


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


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


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




    -55- 


    


    

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


	 	OMNICOM FINANCE HOLDINGS PLC, 

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

as Guarantor
	 	
	 	By:	____________________________
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS, as Trustee
	 	 
	 	By:	____________________________
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	____________________________
	 	 	Name:
	 	 	Title:




    -56- 


    


    

EXHIBIT A


Debt Security


Form of Face of Security


[Title of Series]


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


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


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


No. _____


[CUSIP] [Common Code] [ISIN] _____


[$]____________




     A-1


    


    

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


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


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


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




     A-2


    


    

purpose in ______________, in accordance with the terms of
the Indenture referred to on the reverse hereof in immediately available funds; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the
Security register).


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


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


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


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


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


	Dated:	OMNICOM FINANCE HOLDINGS PLC



 


	 	By:	 
	 	By:	 


 




     A-3


    


    

 


Form of Trustee’s Certificate of
Authentication.


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


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


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




     A-4


    


    

Form of Reverse of Security.


OMNICOM FINANCE HOLDINGS PLC


[Title of Series]


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


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


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


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


	Redemption Year	Price	Redemption Year	Price
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


and thereafter at a redemption price equal to ___________
of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the
sinking fund or otherwise)] with accrued interest to the redemption date, but interest installments whose




     A-5


    


    

stated Maturity is on or prior to such redemption date will
be payable to the Holders of such Securities, or one or more predecessor securities, of record at the close of business on the
relevant record dates referred to on the face hereof, all as provided in the Indenture.]


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


	
        Redemption
        Price For

 Redemption Through 

Operation of the Sinking

 Fund
	
        Redemption
        Price For

 Redemption Otherwise 

Than Through Operation

 Year
	
        Sinking
        Fund

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


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


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


The Indenture contains provisions that
permit the Company to elect either (1) to defease and be discharged from the entire indebtedness of this Security or (2) to be
released from its




     A-6


    


    

obligations under certain restrictive covenants and Events
of Default with respect to this Security, in each case upon payment in full of the Securities and compliance with certain conditions
set forth in the Indenture.


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


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


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


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


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


The Indenture permits the amendment thereof
and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities
of each Series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be affected, with certain
exceptions as therein provided with respect to certain modifications or amendments which may not be made without the consent of
each Holder of such Security affected thereby. The Indenture also permits certain amendments and modifications thereto from time
to time by the Company, the Guarantor and the Trustee without the consent of the Holders of any Series of the Securities to be
affected thereby




     A-7


    


    

for certain specified purposes, including curing ambiguities,
defects or inconsistencies and making any such change that does not adversely affect the legal rights of any Holder of such Series
of the Securities, as provided therein.


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


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


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


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


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


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


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,




     A-8


    


    

stockholder, officer or director, as such, past, present
or future, of the Company, the Guarantor or of any successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and released.


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



     A-9