Exhibit 4.1





 


 


 


 


 


OMNICOM GROUP INC.,

OMNICOM CAPITAL INC.,


as Issuers


 



INDENTURE


Dated as of October 29, 2014


 



DEUTSCHE BANK TRUST COMPANY AMERICAS


as Trustee


 



Debt Securities


 


 


 


 


 




    	 



    	 



    


Table
of Contents




Page





	 	ARTICLE I	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Definitions	5
	SECTION 1.3	Incorporation by Reference of Trust Indenture Act	5
	SECTION 1.4	Rules of Construction	5
	 	ARTICLE II	 
	 	THE SECURITIES	 
	SECTION 2.1	Issuable in Series	6
	SECTION 2.2	Establishment of Terms of Series of Securities	6
	SECTION 2.3	Execution and Authentication	9
	SECTION 2.4	Registrar and Paying Agent	10
	SECTION 2.5	Paying Agent to Hold Money in Trust	10
	SECTION 2.6	Securityholder Lists	10
	SECTION 2.7	Transfer and Exchange	11
	SECTION 2.8	Mutilated, Destroyed, Lost and Stolen Securities	11
	SECTION 2.9	Outstanding Securities	12
	SECTION 2.10	Treasury Securities	12
	SECTION 2.11	Temporary Securities	12
	SECTION 2.12	Cancellation	13
	SECTION 2.13	Defaulted Interest	13
	SECTION 2.14	Global Securities	13
	SECTION 2.15	CUSIP Numbers	15
	 	ARTICLE III	 
	 	REDEMPTION	 
	SECTION 3.1	Notice to Trustee	15
	SECTION 3.2	Selection of Securities to be Redeemed	15
	SECTION 3.3	Notice of Redemption	15
	SECTION 3.4	Effect of Notice of Redemption	16
	SECTION 3.5	Deposit of Redemption Price	16
	SECTION 3.6	Securities Redeemed in Part	16



 



    	 



    	 



    

Table
of Contents


(continued)


Page


	 	ARTICLE IV	 
	 	COVENANTS	 
	SECTION 4.1	Payment of Principal and Interest	17
	SECTION 4.2	SEC Reports	17
	SECTION 4.3	Compliance Certificate	17
	SECTION 4.4	Stay, Extension and Usury Laws	18
	SECTION 4.5	Corporate Existence	18
	SECTION 4.6	Taxes	18
	 	ARTICLE V	 
	 	SUCCESSORS	 
	SECTION 5.1	When the Issuers May Merge, Etc	18
	SECTION 5.2	Successor Corporation Substituted	19
	 	ARTICLE VI	 
	 	DEFAULTS AND REMEDIES	 
	SECTION 6.1	Events of Default	19
	SECTION 6.2	Acceleration of Maturity; Rescission and Annulment	21
	SECTION 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	22
	SECTION 6.4	Trustee May File Proofs of Claim	22
	SECTION 6.5	Trustee May Enforce Claims Without Possession of Securities	23
	SECTION 6.6	Application of Money Collected	23
	SECTION 6.7	Limitation on Suits	23
	SECTION 6.8	Unconditional Right of Holders to Receive Principal and Interest	24
	SECTION 6.9	Restoration of Rights and Remedies	24
	SECTION 6.10	Rights and Remedies Cumulative	24
	SECTION 6.11	Delay or Omission Not Waiver	24
	SECTION 6.12	Control by Holders	25
	SECTION 6.13	Waiver of Past Defaults	25
	SECTION 6.14	Undertaking for Costs	25



 



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Table
of Contents


(continued)


Page


	 	ARTICLE VII	 
	 	TRUSTEE	 
	SECTION 7.1	Duties of Trustee	26
	SECTION 7.2	Rights of Trustee	27
	SECTION 7.3	Individual Rights of Trustee	28
	SECTION 7.4	Trustee’s Disclaimer	28
	SECTION 7.5	Notice of Defaults	28
	SECTION 7.6	Reports by Trustee to Holders	28
	SECTION 7.7	Compensation and Indemnity	29
	SECTION 7.8	Replacement of Trustee	29
	SECTION 7.9	Successor Trustee by Merger, etc	30
	SECTION 7.10	Eligibility; Disqualification	30
	SECTION 7.11	Preferential Collection of Claims Against the Issuers	30
	 	ARTICLE VIII	 
	 	SATISFACTION AND DISCHARGE; DEFEASANCE	 
	SECTION 8.1	Satisfaction and Discharge of Indenture	31
	SECTION 8.2	Application of Trust Funds; Indemnification	32
	SECTION 8.3	Legal Defeasance of Securities of any Series	32
	SECTION 8.4	Covenant Defeasance	34
	SECTION 8.5	Repayment to the Issuers	35
	SECTION 8.6	Reinstatement	35
	 	ARTICLE IX	 
	 	AMENDMENTS AND WAIVERS	 
	SECTION 9.1	Without Consent of Holders	35
	SECTION 9.2	With Consent of Holders	36
	SECTION 9.3	Compliance with Trust Indenture Act	37
	SECTION 9.4	Revocation and Effect of Consents	37
	SECTION 9.5	Notation on or Exchange of Securities	37
	SECTION 9.6	Trustee Protected	38



 



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Table
of Contents


(continued)


Page


	 	ARTICLE X	 
	 	MISCELLANEOUS	 
	SECTION 10.1	Trust Indenture Act Controls	38
	SECTION 10.2	Notices	38
	SECTION 10.3	Communication by Holders with Other Holders	39
	SECTION 10.4	Certificate and Opinion as to Conditions Precedent	39
	SECTION 10.5	Statements Required in Certificate or Opinion	39
	SECTION 10.6	Rules by Trustee and Agents	40
	SECTION 10.7	Legal Holidays	40
	SECTION 10.8	No Recourse Against Others	40
	SECTION 10.9	Counterparts	40
	SECTION 10.10	Governing Laws	40
	SECTION 10.11	No Adverse Interpretation of Other Agreements	40
	SECTION 10.12	Successors	40
	SECTION 10.13	Severability	40
	SECTION 10.14	Table of Contents, Headings, Etc	41
	SECTION 10.15	USA Patriot Act	41
	SECTION 10.16	Force Majeure	41
	 	ARTICLE XI	 
	 	SINKING FUNDS	 
	SECTION 11.1	Applicability of Article	41
	SECTION 11.2	Satisfaction of Sinking Fund Payments with Securities	41
	SECTION 11.3	Redemption of Securities for Sinking Fund	42







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)(1)	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 October 29, 2014
among OMNICOM GROUP INC., a New York corporation, (the “Company”), Omnicom Capital Inc., a Connecticut corporation,
(“Omnicom Capital,” collectively, the “Issuers,” and each individually, an “Issuer”) and Deutsche
Bank Trust Company Americas, a New York banking corporation, as Trustee (“Trustee”).


The Issuers have duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of their debentures, notes or other evidences of indebtedness
to be issued in one or more series (the “Securities”), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of their Board of Directors or by supplemental indenture.


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


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1
Definitions.


“Additional Amounts”
means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Issuers in respect of certain taxes imposed on Holders specified therein and which are owing to such Holders.


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


“Agent” means any Registrar
or Paying Agent.


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


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


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




    	 



    	 



    

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


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


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 60 Wall Street, 16th Floor, New York, New York 10005, Attention: Corporates –
Omnicom Group Inc. and Omnicom Capital Inc., or such other address as the Trustee may designate from time to time by notice to
the Issuers, or the corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Issuers).


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


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


“Depository” means,
unless otherwise provided in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, with respect
to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository
Trust Company, New York, New York, or any successor thereto registered under the Exchange Act or other applicable statute or regulation.


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


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


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


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


“Guarantee” means a
guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect,
in any manner




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(including, without limitation, by way of a pledge of assets
or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Debt.


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


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


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


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


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


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


“Officer” means, with
respect to any Issuer, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of such Issuer.


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


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


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


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


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




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“SEC” means the Securities
and Exchange Commission.


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


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


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


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


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


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


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


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


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States
of America, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S.




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Government Obligation or a specific payment of interest on
or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced
by such depository receipt.


SECTION 1.2
Other Definitions.





	 	Defined in
	Term	Section  
	“Bankruptcy Law”	6.1
	“Custodian”	6.1
	“Event of Default”	6.1
	“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







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


“Commission” means the SEC.


“indenture securities” means
the Securities.


“indenture security holder”
means a Securityholder.


“indenture to be qualified”
means this Indenture.


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


“obligor” on the Securities
means each of the Issuers and any successor obligor upon the Securities.


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


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


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




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


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


(d)              
“or” is not exclusive;


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


(f)               
provisions apply to successive events and transactions.


ARTICLE
II



THE SECURITIES


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


SECTION 2.2
Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series
or as to the Series generally in the case of Subsections 2.2.2 through 2.2.21) by a Board Resolution, a supplemental indenture
or an Officers’ Certificate pursuant to authority granted under a Board Resolution:


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


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


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




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


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


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


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


2.2.8 the obligation, if any, of the Issuers
to redeem, 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 Issuers at the option of the Holders thereof and
other detailed terms and conditions of such repurchase obligations;


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


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


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


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




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


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


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


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


2.2.18 the form and terms of any Guarantee
of the Securities and the terms and conditions, if any, upon which any Guarantees thereof shall be subordinated in right of payment
to other indebtedness of the Issuers or any Guarantor;


2.2.19 the 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;
and


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 or preferred stock
of the Company.


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


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




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


SECTION 2.3
Execution and Authentication. Two Officers shall sign the Securities for each of the Issuers by manual or facsimile signature.


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


A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.


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


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


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


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


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





    	- 9 -



    	 



    

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


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


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


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


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


SECTION 2.6
Securityholder Lists.


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




    	- 10 -



    	 



    

other times as the Trustee may request in writing a list,
in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series
of Securities.


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


Neither the Issuers nor the Registrar shall
be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening
of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities
of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected,
called or being called for redemption in part.


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


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


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


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




    	- 11 -



    	 



    

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


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


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


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 Issuers,
a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities
payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases
to accrue unless otherwise provided by a Board Resolution, a supplemental indenture or an Officers’ Certificate with respect
to any Series.


A Security does not cease to be outstanding
because the Issuers or an Affiliate holds the Security.


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


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


SECTION 2.11
Temporary Securities. Until definitive Securities are ready for delivery, the Issuers may prepare and the Trustee shall
authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Issuers consider appropriate for temporary Securities. Without unreasonable delay, the Issuers
shall prepare and the Trustee upon request shall authenticate




    	- 12 -



    	 



    

definitive Securities of the same Series and date of maturity
in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture
as the definitive Securities.


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


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


SECTION 2.14
Global Securities.


2.14.1 Terms of Securities. A Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or
Securities.


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


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




    	- 13 -



    	 



    

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


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


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


2.14.6 Consents, Declaration and Directions.
Except as provided in Section 2.14.4, the Issuers, the Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of
the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture. Notwithstanding the foregoing, prior to the due presentation for
registration of transfer of any Security, the Issuers, 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




    	- 14 -



    	 



    

Security, whether or not such Security is overdue, and none
of the Issuers, the Trustee or the Agents shall be affected by notice to the contrary.


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


ARTICLE
III



REDEMPTION


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


SECTION 3.2
Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of the Series to be redeemed in any manner 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 $1,000. Securities of
the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities
of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and
integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply
to portions of Securities of that Series called for redemption.


SECTION 3.3
Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto
or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Issuers shall mail
a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.






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

(a)               
the redemption date;


(b)              
the redemption price;


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


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


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


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


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


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


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


SECTION 3.4
Effect of Notice of Redemption. Once notice of redemption is mailed as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional.
Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption
date. 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 Issuers default 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 on the redemption date, the Company or Omnicom Capital
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.






    	- 16 -



    	 



    
ARTICLE
IV




COVENANTS


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


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


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


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


The Issuers will, so long as any of the
Securities are outstanding, deliver to the Trustee, within 10 Business Days after becoming aware of any Default or Event of Default,
an




    	- 17 -



    	 



    

Officers’ Certificate specifying such Default or Event
of Default and what action the Issuers are taking or propose to take with respect thereto.


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


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


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


ARTICLE
V



SUCCESSORS


SECTION 5.1
When the Issuers May Merge, Etc. An Issuer shall not consolidate with or merge into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a “successor person”), except in the case of Omnicom
Capital Inc. with, into or to the Company, each other or any other Subsidiary of the Company, unless:


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


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


Such Issuer shall deliver to the Trustee
prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.




    	- 18 -



    	 



    

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


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


ARTICLE
VI



DEFAULTS AND REMEDIES


SECTION 6.1
Events of Default.


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


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


(b)              
default in the payment of the principal, 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 Issuers in this Indenture (other than a covenant
or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that Series),
which default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Issuers
by the Trustee or to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding
Securities of




    	- 19 -



    	 



    

that Series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


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


(f)               
an Issuer or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:


(i)                
commences a voluntary case,


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


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


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


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


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


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


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


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




    	- 20 -



    	 



    

The term “Bankruptcy Law” means
Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


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


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


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


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


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


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


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


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


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





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SECTION 6.3 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Issuers covenant that if:


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


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


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


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


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


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


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


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




    	- 22 -



    	 



    

of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and


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


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


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


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


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


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


Third: To the Issuers.


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


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




    	- 23 -



    	 



    

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


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


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


(e)               
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.


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 Issuers, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


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


SECTION 6.11
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any




    	- 24 -



    	 



    

Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders, as the case may be.


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


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


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


(c)               
subject to the provisions of Section 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 an Issuer, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity
or Stated maturities expressed in such Security (or, in the case of redemption, on the redemption date).






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ARTICLE
VII


TRUSTEE


SECTION 7.1
Duties of Trustee.


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


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


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


(ii)              
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming
to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which
by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’
Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture (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.




    	- 26 -



    	 



    

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


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


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


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


SECTION 7.2
Rights of Trustee.


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


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


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


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


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


(f)               
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee 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




    	- 27 -



    	 



    

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.


(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
and any other Person employed to act hereunder.


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


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


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


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


SECTION 7.6
Reports by Trustee to Holders. Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders,
as their names and addresses 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.




    	- 28 -



    	 



    

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


SECTION 7.7
Compensation and Indemnity. The Issuers shall, jointly and severally, pay to the Trustee compensation as agreed to in writing
between the Issuers 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 Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


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


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


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


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.1(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 the Issuers. The Holders of a majority in principal amount of the Securities
of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Issuers. The Issuers may remove
the Trustee with respect to Securities of one or more Series if:


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




    	- 29 -



    	 



    

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


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


(d)              
the Trustee becomes incapable of acting.


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


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


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


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


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


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


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





    	- 30 -



    	 



    
ARTICLE
VIII



SATISFACTION AND DISCHARGE; DEFEASANCE


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


(a)               
either


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


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


(1)              
have become due and payable, or


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


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


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


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


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


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


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




    	- 31 -



    	 



    

Trustee pursuant to clause (a) of this Section, the provisions
of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.


SECTION 8.2
Application of Trust Funds; Indemnification.


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


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


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


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


(a)               
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each 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;




    	- 32 -



    	 



    

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


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


provided that, the following conditions shall have been satisfied:


(d)              
the Issuers shall have deposited or caused to be deposited irrevocable with the Trustee as trust funds in trust for making
the purpose of the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders
of such Securities cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or
U.S. Government Obligations, which through the payment of interest, 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;


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


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


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


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


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




    	- 33 -



    	 



    

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


SECTION 8.4
Covenant Defeasance.


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


(a)               
With reference to this Section 8.4, the Issuers have deposited or caused to be irrevocably deposited (except as provided
in Section 8.2(c)) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities cash in Dollars (or such other money or currencies as shall then be legal tender in the
United States) and/or U.S. Government Obligations, which through the payment of interest, 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 Issuers are a party or by which they are bound;


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


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


(e)               
the Issuers shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Issuers
with the intent of preferring the Holders




    	- 34 -



    	 



    

of the Securities of such Series over any other creditors
of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and


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


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


SECTION 8.6
Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 8.2 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 Issuers’ obligations under this Indenture and the Holders of Securities
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or such
Paying Agent is permitted to apply all such money in accordance with Section 8.2.


ARTICLE
IX



AMENDMENTS AND WAIVERS


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


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


(b)              
to comply with Article V;


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


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


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


(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);




    	- 35 -



    	 



    

(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 Issuers’ obligations under the Securities and this Indenture;


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


(j)                
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


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


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


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


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


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




    	- 36 -



    	 



    

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


(c)               
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;


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


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


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


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


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


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


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


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


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


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




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authenticated. The Issuers in exchange for Securities of
that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment
or waiver.


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


ARTICLE
X



MISCELLANEOUS


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


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


if to the Issuers:



Omnicom Group Inc.

437 Madison Avenue

New York, New York 10022

Attention: General Counsel


if to the Trustee:



Deutsche Bank Trust Company Americas

60 Wall Street, 16th Floor

MS: NYC60-1630

New York, NY 10005

Attention: Corporates – Omnicom Group Inc. and Omnicom Capital Inc.,


			Fax: 732-578-4635



 


			copy to:



 


			Deutsche Bank National Trust Company



100 Plaza One, MS JCY03-0699


Jersey City, NJ 07311


			Attention: Trust & Securities Services

			Fax: 732-578-4636





    	- 38 -



    	 



    



The Issuers or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices or communications.


Any notice or communication to a Securityholder
shall be mailed by first-class mail to his address shown on the register kept by the Registrar. Failure to mail a notice or communication
to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.


If a notice or communication is mailed
or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives
it.


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


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


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


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


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


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


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


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


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




    	- 39 -



    	 



    

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


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


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


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


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


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


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


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


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


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





    	- 40 -



    	 



    

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


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


ARTICLE
XI



SINKING FUNDS


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


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


SECTION 11.2
Satisfaction of Sinking Fund Payments with Securities. The Issuers may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called
for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been redeemed either at the election of the Issuers pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application




    	- 41 -



    	 



    

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


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


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




    	- 42 -



    	 



    

 


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


	 	OMNICOM GROUP INC.
	 	By:	/s/ Philip J. Angelastro
	 	 	Name:	Philip J. Angelastro
	 	 	Title:	Executive Vice President and 
	 	 	 	Chief Financial Officer
	 	OMNICOM CAPITAL INC.
	 	By:	/s/ Eric Huttner
	 	 	Name:	Eric Huttner   
	 	 	Title:	Executive Vice President
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	By: Deutsche Bank National Trust Company
	 	By:	/s/ Wanda Camacho
	 	 	Name:	Wanda Camacho
	 	 	Title:	Vice President
	 	By:	/s/ Rodney Gaughan
	 	 	Name:	Rodney Gaughan
	 	 	Title:	Vice President








    	 



    	 



    

EXHIBIT A Debt Security


Form of Face of Security


[Title of Series]


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


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


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


[CUSIP] No. _____


$_______________


OMNICOM GROUP INC., a New York corporation
and OMNICOM CAPITAL INC., a Connecticut corporation (herein collectively referred to as the “Issuers,” which term includes
any successor person to any of them under the Indenture hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of __________ Dollars on __________, ____ [if the Security is to bear interest
prior to Maturity, insert - and to pay interest thereon from __________ or from the most recent interest payment date to which
interest has been paid] or duly provided for, [semi-annually on __________ and in each year] [If other than semi-annual payments,
insert frequency of payments and payment dates], commencing __________, at [If the Security is to bear interest at a fixed rate,
insert - the rate of _____% per annum, set forth below] [If the Security is to bear interest at a variable or floating rate and
if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available
for payment [If applicable, insert - and (to the extent that the payment of such interest shall be legally enforceable) at the
rate of ____% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any interest payment date will, as provided in such Indenture, be paid to the person
in whose name this Security (or one or more predecessor securities) is registered at the close of business on the [regular] record
date for such interest, which shall be the __________ or __________ (whether or not a Business Day), as the case may




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


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


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


Payment of the principal of (and premium,
if any) and [if applicable, insert - any such] interest on this Security will be made at the office or agency of the Issuers maintained
for that purpose in __________, in accordance with the terms of the Indenture referred to or the reverse hereof in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Issuers payment of interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security register).


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


This Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed
by the laws of said state.


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




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


 





	Dated:	OMNICOM GROUP INC.
	 	By:__________________________________
	 	By:__________________________________
	 	OMNICOM CAPITAL INC.
	 	By:__________________________________
	 	By:__________________________________









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Form of Trustee’s Certificate of
Authentication.


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


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


Deutsche Bank Trust Company Americas, as Trustee


By:_______________________________________

               Authorized Signatory




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Form of Reverse of Security.


OMNICOM GROUP INC.

OMNICOM CAPITAL INC.






[Title of Series]


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


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


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


[If applicable, insert - The Securities
of this Series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, [if applicable,
insert - (1) on __________ in any year commencing with the year __________ and ending with the year __________ through operation
of the sinking fund for this series at a redemption price equal to 100% of the principal amount, and (2)] at any time [on or after
__________, _____], as a whole or in part, at the election of the Issuers, at the following redemption prices (expressed as percentages
of the principal amount): If redeemed [on or before __________, _____% and if redeemed] during the 12-month period beginning of
the years indicated,


	
        RedemptionYear
	
        Price
	
        Redemption
        Year
	
        Price

	 	 	 	 
	 	 	 	 
	 	 	 	 


 


and thereafter at a redemption price equal to __________
of the principal amount, together in the case of any such redemption [if applicable, insert - (whether through operation of the
sinking fund or otherwise)] with accrued interest to the redemption date, but interest installments whose stated Maturity is on
or prior to such redemption date will be payable to the Holders of such




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Securities, or one or more predecessor securities, of record
at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable, insert - The Securities of this Series are
subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, (1) on __________ in any year
commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this Series at the redemption
prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the
table below, and (2) at any time [on or after __________], as a whole or in part, at the election of the Issuers, at the redemption
prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below: If redeemed during the 12-month period beginning __________ of the years indicated,


	
        Redemption
        Price

        For Redemption

        Through Operation of the

        Sinking Fund
	
        Redemption
        Price

        For Redemption

        Otherwise Than

        Through Operation Year
	
        Sinking
        Fund

	 	 	 
	 	 	 
	 	 	 


 


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


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


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


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




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


[If the Security is convertible into
or exchangeable for other securities or property, specify the conversion features and the form of conversion notice pursuant to
the Form of Conversion Notice set forth herein.]


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


[If the Security is an Original Issue-Discount
Security, insert - If an Event of Default with respect to Securities of this Series shall occur and be continuing, an amount of
principal of the Securities of this Series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to - Insert formula for determining the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Issuers’ obligations in respect of the payment of the principal
of and interest, if any, on the Securities of this Series shall terminate.]


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


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




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


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


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


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


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


Prior to due presentment of this Security
for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the
Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.


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




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






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