Omnicom Group Inc. 8-K

Exhibit
4.2


 





OMNICOM
CAPITAL HOLDINGS PLC


 


as
Issuer


 


OMNICOM
GROUP INC.


 


as
Guarantor


 


FIRST
SUPPLEMENTAL INDENTURE


 


Dated
as of November 22, 2021


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS


 


as
Trustee


 


Debt
Securities


 




     


     


    

 


First
Supplemental Indenture dated as of November 22, 2021 (the “First Supplemental Indenture”) among Omnicom Capital
Holdings plc, a public limited company organized under the laws of England and Wales (the “Issuer”), Omnicom
Group Inc., a New York corporation (“OGI”) referred to as the “Guarantor”; the Guarantor
together with the Issuer collectively referred to as the “Omnicom Companies”), and Deutsche Bank Trust Company
Americas, a New York banking corporation, as Trustee (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS,
the Omnicom Companies and the Trustee executed and delivered an indenture dated as of November 22, 2021 (the “Indenture”)
to provide for the issuance by the Issuer from time to time of Securities to be issued in one or more Series as provided in the
Indenture;


 


WHEREAS,
the issuance and sale of up to £325,000,000 aggregate principal amount of the Issuer’s 2.250% Senior Notes due 2033
(the “Securities”) have been authorized by the board of directors of the Issuer;


 


WHEREAS,
the Issuer desires to issue and sell £325,000,000 aggregate principal amount of the 2033 Notes on the date hereof;


 


WHEREAS,
the Guarantee of the Securities has been authorized by the board of directors of the Guarantor;


 


WHEREAS,
the Issuer desires to enter into this First Supplemental Indenture pursuant to Sections 2.2, 2.14.1 and 9.1 of the Indenture to
supplement the Indenture to establish the form and terms of the Securities, and each Guarantor desires to enter into this First
Supplemental Indenture to issue its Guarantee of the Securities; and


 


NOW,
THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in consideration of the above premises, it is mutually
covenanted and agreed, for the sole, equal and proportionate benefit of all Holders of the Securities, as follows:


 


ARTICLE
ONE 


DEFINITIONS


 


Section
1.1 Relation to Base Indenture.


 


This
First Supplemental Indenture constitutes an integral part of the Indenture. In the event of inconsistencies between the Indenture
and this First Supplemental Indenture, the terms hereof shall govern.


 


Section
1.2. Definitions.


 


(a)          All of the terms used in this First Supplemental Indenture which are defined in the Indenture shall have the meanings
specified in the Indenture, unless otherwise provided herein or unless the context otherwise requires, and for the purposes
of this First Supplemental Indenture and the Securities, the following terms have the meanings set forth in this
Section:


 






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“Below
Investment Grade Rating Event” occurs if both the rating on the Securities is lowered by each of the Rating Agencies
and such Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice
of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence
of a Change of Control (which period shall be extended so long as the rating of such Securities is under publicly announced consideration
for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by
virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and
thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering
Event hereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does
not announce or publicly confirm or inform the Issuer and Trustee in writing that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).


 


“Change
of Control” means the occurrence of any of the following:


 


		(1)	the
                                         sale, transfer, conveyance or other disposition (other than by way of merger or consolidation),
                                         in one or a series of related transactions, of all or substantially all of the assets
                                         of OGI and its Subsidiaries taken as a whole to any “person” (as that term
                                         is used in Section 13(d)(3) of the Exchange Act) other than to OGI or one of its Subsidiaries;



 


		(2)	the
consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), other than OGI or one of its wholly owned Subsidiaries, becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the then outstanding shares of OGI’s Voting Stock, measured by voting power rather than number of shares; or



 


		(3)	the
                                         adoption of a plan relating to the liquidation or dissolution of OGI.



 


Notwithstanding
the foregoing, a transaction shall not be deemed to involve a Change of Control if (i) OGI becomes a wholly owned Subsidiary of
a holding company and (ii) the holders of the Voting Stock of such holding company immediately following such transaction are
substantially the same as the holders of OGI’s Voting Stock immediately prior to such transaction.


 


“Change
of Control Offer” has the meaning specified in Section 3.2 of this First Supplemental Indenture.


  




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“Change
of Control Payment Date” has the meaning specified in Section 3.2 of this First Supplemental Indenture.


 


“Change
of Control Purchase Price” has the meaning specified in Section 3.2 of this First Supplemental Indenture.


 


“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent
investment bank selected by the Issuer, a United Kingdom government bond whose maturity is closest to the maturity of the Debt
Securities, or if such independent investment bank in its discretion considers that such similar bond is not in issue, such other
United Kingdom government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers
in, United Kingdom government bonds selected by such independent investment bank, determine to be appropriate for determining
the Comparable Government Bond Rate.


 


“Comparable
Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being
rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price
on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business
Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at
11:00 a.m. (London time) on such Business Day as determined by an Independent Investment Banker.


 


“Consolidated
Net Worth” means the consolidated net worth of OGI, as determined in accordance with GAAP.


 


“Debt”
of any person means, without duplication: (a) all indebtedness of such person for borrowed money; (b) all obligations of
such person for the deferred purchase price of property or services (other than earn-out payment obligations of such person
in connection with the purchase of property or services to the extent they are still contingent); (c) all obligations of such
person evidenced by notes, bonds, debentures or other similar instruments; (d) all obligations of such person created or
arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even
though the rights and remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property); (e) all obligations of such person as lessee under leases to the extent that such
leases have been or should be, in accordance with GAAP, recorded as finance leases; (f) all obligations, contingent or
otherwise, of such person in respect of acceptances, letters of credit or similar extensions of credit; (g) all obligations
of such person in respect of Hedge Agreements; (h) all Debt of others referred to in clauses (a) through (g) above or clause
(i) below and other payment obligations guaranteed, directly or indirectly, in any manner by such person, or in effect
guaranteed, directly or indirectly, by such person through an agreement (1) to pay or purchase such Debt or to advance or
supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the
holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement
to pay for property or services irrespective of whether such property is received or such services are rendered) or (4)
otherwise to assure a creditor against loss; and (i) all Debt referred to in clauses (a) through (h) above secured by (or for
which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed
or become liable for the payment of such Debt.


 






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“Sterling”
or “£” means the means the lawful money of the United Kingdom.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Hedge
Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar agreements.


 


“Independent
Investment Banker” means an investment bank of international standing appointed by the Issuer.


 


“Investment
Grade” means a rating equal to or higher than Baa3 (or its equivalent under any successor rating categories) by Moody’s
and BBB- (or its equivalent under any successor rating categories) by S&P, or, in each case, if such Rating Agency ceases
to rate the Securities or fails to make a rating of such Securities publicly available for reasons outside of the Issuer’s
and the Guarantor’s control, the equivalent investment grade credit rating by the replacement agency selected by the Issuer
in accordance with the procedures described under clause (2) of the definition of “Rating Agencies.”


 


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement intended
to provide security for the payment or performance of an obligation, including, without limitation, the lien or retained security
title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors.


 


“par
call date” has the meaning specified in Section 3.1 of this First Supplemental Indenture.


 


“Permitted
Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure
proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies to the extent not
yet due and payable, or being contested in good faith by appropriate proceedings; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens
arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or
that are being contested in good faith and by appropriate proceedings that prevent the forfeiture or sale of the asset
subject to such Lien; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar
legislation or to secure public or statutory obligations or, in any such case, to secure reimbursement obligations under
letters of credit or bonds issued to support such obligations; and (d) easements, rights of way and other encumbrances on
title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely
affect the use of such property for its present purposes.


 






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“Rating
Agencies” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the
Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s and the Guarantor’s
control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of the Exchange
Act, selected by the Issuer as a replacement agency for Moody’s or S&P, or both of them, as the case may be.


 


“Remaining
Scheduled Payments” means, with respect to each Security to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption date but for such redemption calculated as if the
Stated Maturity of such Security was the applicable par call date; provided, however, that, if such redemption date is not an
interest payment date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon shall
be reduced by the amount of interest accrued thereon to, but excluding, such redemption date.


 


“S&P”
means S&P Global Ratings, and its successors.


 


“Voting
Stock” means, with respect to any person, capital stock of any class or kind the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such
person, even if the right so to vote has been suspended by the happening of such a contingency.


 


ARTICLE
TWO


THE
SECURITIES


 


Section
2.1. Terms of the Securities.


 


The
Securities shall have the following terms, established pursuant to Section 2.2 of the


 


Indenture:


 


2.1.1.
Pursuant to Section 2.2.1 of the Indenture, the title of the Securities to be issued under the Indenture shall be the “2.250%
Senior Notes due 2033”;


 


2.1.2.
Pursuant to Section 2.2.2 of the Indenture, the price or prices at which the Securities shall be issued shall be 99.407% of the
aggregate principal amount thereof;


 


2.1.3.
Pursuant to Section 2.2.3 of the Indenture, the aggregate principal amount of the Securities that may be authenticated and delivered
under this First Supplemental Indenture shall be limited to £325,000,000;





 




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2.1.4.
Pursuant to Section 2.2.4 of the Indenture, 100% of the Securities shall be payable, unless earlier redeemed pursuant to their
terms, on November 22, 2033;


 


2.1.5.
Pursuant to Section 2.2.5 of the Indenture, the Securities shall bear interest at a rate equal to 2.250% per annum; interest on
the Securities shall accrue from November 22, 2021 until the principal thereof is paid or duly provided for; interest on the Securities
shall be payable annually in arrears in cash on November 22 of each year, commencing on November 22, 2022 to Holders of record
on November 7 (whether or not a Business Day) immediately preceding the applicable interest payment date. Interest on the Securities
shall be computed from and including the prior interest payment date (or, in the case of the first interest payment date, from
and including November 22, 2021) to but excluding the next interest payment date on the basis of the actual number of days elapsed
in the period for which interest is being calculated and the actual number of days from and including the last day on which interest
was paid on the Securities (or November 22, 2021 if no interest has been paid on the Securities), to but excluding the next scheduled
interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International
Capital Markets Association). In the event that any principal or interest on the Securities is not paid when due, whether at Maturity
or otherwise, then to the extent permitted by law such overdue principal and interest shall bear interest until paid at the rate
of interest set forth in this Section 2.1.5 of this First Supplemental Indenture, compounded annually;


 


2.1.6.
Pursuant to Section 2.2.6 of the Indenture, the place or places where the principal of and interest in the Securities shall be
payable shall be as set forth in the Securities, the form of which is attached hereto as Exhibit A;


 


2.1.7.
Pursuant to Section 2.2.7 of the Indenture, the Securities shall be subject to redemption at the option of the Issuer as set forth
in Article III and Section 13.1 of the Indenture, as modified by Section 3.1 of this First Supplemental Indenture;


 


2.1.8.
Pursuant to Section 2.2.8 of the Indenture, the Issuer shall not be obligated to redeem or purchase the Securities pursuant to
any sinking fund or at the option of a Holder thereof prior to the Maturity;


 


2.1.9.
Pursuant to Section 2.2.9 of the Indenture, the Issuer shall not be obligated to redeem or purchase the Securities pursuant to
any repurchase obligations or at the option of a Holder thereof prior to the Maturity, except pursuant to Section 3.2 of this
First Supplemental Indenture;


 


2.1.10.
Pursuant to Section 2.2.10, the Securities shall be issuable in denominations of £100,000 and integral multiples of £1,000
in excess thereof;


 


2.1.11.
Pursuant to Section 2.2.11 of the Indenture, the Securities shall be issued as Global Securities, and the Issuer hereby designates
each of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A., Luxembourg (“Clearstream,
Luxembourg”) initially as a Depository for the Securities. Each Global Security representing the Securities shall be
registered initially in the name of BT Globenet Nominees Limited as nominee for Deutsche Bank AG, London Branch, the common depository
of Euroclear and Clearstream, Luxembourg;


 






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2.1.12.
Pursuant to Section 2.2.15 of the Indenture, OGI shall be subject to the additional restrictions as set forth in Section 4.1 and
Article V of this First Supplemental Indenture;


 


2.1.13.
Pursuant to Section 2.2.16 of the Indenture, the provisions of Section 13.2 of the Indenture shall apply to the Securities;


 


2.1.14.
Pursuant to Section 2.2.16 of the Indenture, the provisions of Article VIII of the Indenture shall apply to the Securities, except
that for purposes of Article VIII of the Indenture, the definition of “Foreign Government Obligations” shall be modified
with respect to the Securities as follows:


 


“Foreign
Government Obligations” means securities denominated in Sterling that are (i) direct obligations of the United Kingdom,
the payments of which are supported by the full faith and credit of the UK government or (ii) obligations of a person controlled
or supervised by and acting as an agency or instrumentality of the United Kingdom the timely payments of which are unconditionally
guaranteed as a full faith and credit obligation of the UK government, which, in either case under clauses (i) or (ii) are not
callable or redeemable at the option of the issuer thereof;


 


2.1.15.
Pursuant to Section 2.2.18 of the Indenture, the obligations of the Issuer under the Indenture and this First Supplemental Indenture
with respect to the Securities issued under this First Supplemental Indenture shall be guaranteed by the Guarantor in accordance
with Article XII of the Indenture;


 


2.1.16.
Pursuant to Section 2.2.22 of the Indenture, application has been made to have the Securities listed on The New York Stock Exchange.
The listing application is subject to approval by The New York Stock Exchange. If such a listing is obtained, the Issuer shall
have no obligation to maintain such listing, and the Issuer may delist the Securities at any time;


 


2.1.17.
Pursuant to Section 2.2.23 of the Indenture, all payments of interest, principal and premium, if any, including payments
made upon any redemption or repurchase of the Securities, shall be payable in Sterling. If, on or after November 7, 2021, the
Sterling is unavailable to the Issuer or, in the case of the Guarantee, the Guarantor due to the imposition of exchange
controls or other circumstances beyond the Issuer’s or the Guarantor’s control or if the Sterling is no longer
being used by the United Kingdom, then all payments in respect of the Securities shall be made in Dollars until the Sterling
is again available to the Issuer or, in the case of the Guarantee, the Guarantor or so used. In such circumstances, the
amount payable on any date in Sterling shall be converted into Dollars at the rate mandated by the U.S. Federal Reserve Board
as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal
Reserve Board has not mandated a rate of conversion, on the basis of the most recent Dollar/Sterling exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in
respect of the Securities so made in Dollars shall not constitute an Event of Default under the Securities or the Indenture.
Neither the Trustee nor the Paying Agent for the Securities shall have any responsibility for any calculation or conversion
in connection with the foregoing;


 






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2.1.18.
Pursuant to Section 2.2 of the Indenture, the Issuer may, without the consent of the Holders of the Securities, issue additional
Securities having the same ranking and the same interest rate, maturity and other terms as the Securities issued on the date hereof
(except for the issue date, the price to the public, the payment of interest accruing prior to the issue date of such additional
Securities or except for first payment of interest following the issue date of such additional Securities). Any such additional
Securities shall have the same terms as the Securities of issued on the date hereof, provided that such additional Securities
subsequently issued are fungible for U.S. federal income tax purposes with any Securities previously issued; and


 


2.1.19.
Section 2.17 of the Indenture shall be applicable to the Securities.


 


Section
2.2. Amendments to the Indenture. The Indenture is hereby amended with respect to the Securities only as follows:


 


(a)          The
phrase, “10:00 a.m., New York City time (or such other time as may be specified pursuant to Section 2.2 with respect to any Security
denominated in a Foreign Currency)”, in Section 4.1 of the Indenture is hereby replaced by, “10:00 a.m., London time”;


 


(b)          The phrase, “Subject to Article V”, in Section 4.5 of the Indenture is hereby replaced by, “Subject to Article
V and Article Five of the First Supplemental Indenture”;


 


(c)          The phrase, “to comply with Article V”, in Section 9.1(b) of the Indenture is hereby replaced by, “to comply
with Article V or Article Five of the First Supplemental Indenture”; and


 


(d)          The phrase, “otherwise in compliance with Article V of this Indenture”, in Section 12.1.12 of the Indenture is hereby
replaced by, “otherwise in compliance with Article V of this Indenture and Article Five of the First Supplemental Indenture”.


 


ARTICLE
THREE


ADDITIONAL
REDEMPTION PROVISION


 


Section
3.1. Optional Redemption.


 


Prior
to August 22, 2033 (the date that is three months prior to the maturity date of the notes (“par call date”)),
the Securities shall be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time,
upon mailed notice (or electronic notice, as applicable) to the registered address of each Holder of the Securities at least
15 days but not more than 60 days prior to the redemption. The redemption price shall be equal to the greater of (1) 100% of
the principal amount of the Securities to be redeemed and (2) the sum of the present values of the Remaining Scheduled
Payments on such Securities discounted to the date of redemption, on an annual basis (assuming an ACTUAL/ACTUAL (ICMA) day
count fraction), at the applicable Comparable Government Bond Rate plus 20 basis points, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date, as calculated by an Independent Investment Banker.


 






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On
or after the applicable par call date, the Securities shall be redeemable, as a whole or in part, at the Issuer’s option,
at any time or from time to time, upon mailed notice (or electronic notice, as applicable) to the registered address of each Holder
of the Securities at least 15 days but not more than 60 days prior to the redemption at a redemption price of 100% of the principal
amount of such Securities, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.


 


On
and after the redemption date, interest shall cease to accrue on the Securities or any portion of the Securities called for redemption
(unless the Issuer defaults in the payment of the redemption price and accrued interest). On or before 10:00 a.m. London time
on the redemption date, the Issuer shall deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price
of and accrued interest on the Securities to be redeemed on that date. If less than all of the Securities are to be redeemed,
the Securities to be redeemed shall be selected by such method as the Trustee deems fair and appropriate, subject to the procedures
of the Depositories as to Global Securities.


 


Section
3.2. Repurchase Upon Change of Control Triggering Event.


 


Upon
the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised its option to redeem the Securities pursuant
to Section 3.1 of this First Supplemental Indenture or Section 13.1 of the Indenture, each Holder of the Securities shall have
the right to require the Issuer to repurchase all or a portion of such Holder’s Securities pursuant to a change of control
offer pursuant to, and in accordance with, the provisions of this Section 3.2 (a “Change of Control Offer”),
at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof
plus accrued and unpaid interest, if any, to the date of repurchase, subject to the right of Holders of Securities of such Securities
on the relevant record date to receive interest due on the relevant interest payment date.


 


Within
30 days following the date upon which the Issuer becomes aware that a Change of Control Triggering Event has occurred, or at the
Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the
Issuer shall be required to send, by first class mail or electronic delivery, a notice to each Holder of the Securities, with
a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other
things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed or
delivered, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed
or delivered prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned
on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. The Issuer shall not be
required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Issuer
and such third party purchases all Securities properly tendered and not withdrawn under its offer.


  




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The
Issuer shall be required to comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities
as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict
with this Section 3.2 and the Securities, the Issuer shall be required to comply with those securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 3.2 and the Securities by virtue of any such compliance.


 


On
each Change of Control Payment Date, the Issuer shall, to the extent lawful:


 


		(a)	accept
                                         for payment all Securities or portions of Securities properly tendered and not withdrawn
                                         pursuant to the Change of Control Offer;



 


		(b)	deposit
                                         with the Paying Agent an amount equal to the Change of Control Purchase Price in respect
                                         of all Securities or portions of Securities properly tendered and not withdrawn; and



 


		(c)	deliver
                                         or cause to be delivered to the Trustee the Securities properly accepted together with
                                         an Officer’s Certificate stating the aggregate principal amount of Securities
or portions of Securities being repurchased.



 


ARTICLE
FOUR


LIMITATION
ON LIENS


 


Section
4.1. Limitation on Liens.


 


OGI
shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist any Lien on or with respect to any of OGI’s
properties, whether now owned or hereafter acquired, to secure any Debt of OGI, any direct or indirect Subsidiary of OGI or any
other person without securing the Securities equally and ratably with such Debt to which such Liens relate for so long as such
Debt shall be so secured, other than:


 


		(a)	Permitted
                                         Liens;



 


(b)         purchase money Liens upon or in any real property or equipment acquired or held by OGI or any Subsidiary of OGI in the ordinary
course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose
of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its
acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition
of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however,
that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired
and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any
properties not theretofore subject to the Lien being extended, renewed or replaced;


  




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 (c)          Liens existing on November 17;




 


(d)          Liens on property of a person existing at the time such person is merged into, consolidated with, or acquired by OGI or any Subsidiary
of OGI or becomes a Subsidiary of OGI; provided that such Liens were not created in contemplation of such merger, consolidation
or acquisition and do not extend to any assets other than those of the person so merged into or consolidated with OGI or such
Subsidiary or acquired by OGI or such Subsidiary;


 


(e)          Liens granted by Subsidiaries of OGI (other than the Issuer and OCI) to secure Debt owed to OGI or a wholly owned Subsidiary of
OGI;


 


(f)           Liens arising out of a judgment, decree or order of court being contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the books of OGI or the books of its Subsidiaries, as the case may be,
in conformity with GAAP;


 


(g)          Debt of a person existing at the time such person is merged into or consolidated with OGI or becomes a Subsidiary of OGI provided
that such Debt was not created in contemplation of such merger, consolidation or acquisition and provided further that the aggregate
principal amount of such Debt shall not exceed $50,000,000 at any time outstanding;


 


(h)          Liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings),
in whole or in part, of any Debt secured by Liens referred to above or Liens created in connection with any amendment, consent
or waiver relating to such Debt, so long as such Lien does not extend to any other property, the amount of Debt secured is not
increased (other than by the amount equal to any costs and expenses incurred in connection with any extension, renewal, refinancing
or refunding) and the Debt so secured does not exceed the fair market value (as determined by OGI’s Board of Directors in
good faith) of the assets subject to such Liens at the time of such extension, renewal, refinancing or refunding, or such amendment,
consent or waiver, as the case may be; and


 


(i)           Liens otherwise prohibited by this covenant, securing Debt, provided that the aggregate principal amount of such secured Debt
shall not exceed 20% of the Consolidated Net Worth of OGI and its Subsidiaries at any time.


 


ARTICLE
FIVE 


SUCCESSORS


 


Section
5.1 When OGI May Merge, Etc. OGI 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”) unless:


 


(a)          either (i) OGI is the continuing person or (ii) the resulting, surviving or transferee person is an entity organized under the
laws of the United States;


 




    12 


     


    

 


(b)         the successor person expressly assumes by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, OGI’s obligations with respect to its Guarantee of the Securities, the Indenture and this First Supplemental
Indenture; and


 


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


 


OGI
shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with the Indenture
and this First Supplemental Indenture.


 


For
purposes of the foregoing, the conveyance, transfer or lease of the properties and assets of one or more Subsidiaries of OGI (other
than to OGI or another Subsidiary of OGI), which, if such assets were owned by OGI, would constitute all or substantially all
of the properties and assets of OGI, shall be deemed to be the transfer of all or substantially all of the properties and assets
of OGI, but a bona fide pledge or hypothecation shall be deemed not to be prohibited by the Indenture and this First Supplemental
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 OGI in accordance with Section 5.1, the successor corporation formed by such consolidation
or into or with which OGI 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, OGI under the Indenture and this First Supplemental Indenture with
the same effect as if such successor person has been named as OGI herein; provided, however, that the predecessor OGI 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. OGI, 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 OGI.


 


The
provisions of Article V of the Indenture shall also be applicable to the Securities.


 


ARTICLE
SIX


LIABILITY
OF TRUSTEE


 


Section
6.1 Trustee Not Responsible for Recitals.


 


The
Trustee shall not be responsible in any matter whatsoever for or in respect of the validity or sufficiency of this First Supplemental
Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer or for or with respect
to (i) the proper authorization by the Issuer by action or otherwise, (ii) the due execution hereof by the Issuer or (iv) the
consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.


 






    13 


     


    

 


ARTICLE
SEVEN








MISCELLANEOUS


 


Section
7.1. Ratification and Effect.


 


Except
as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.


 


Upon
and after the execution of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,”
“hereunder,” “hereof” or words of like import referring to the Indenture shall mean and be a reference
to the Indenture as modified hereby.


 


Section
7.2 Governing Law.


 


THIS
FIRST SUPPLEMENTAL 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
7.3 Counterpart Originals.


 


This
First Supplemental 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. Facsimile, documents executed, scanned and transmitted electronically and electronic
signatures, including those created or transmitted through a software platform or application, shall be deemed original
signatures for purposes of this First Supplemental Indenture and all matters and agreements related thereto, with such
facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this
First Supplemental Indenture or any instrument, agreement or document necessary for the consummation of the transactions
contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices,
instructions, communications with respect to the delivery of securities or the wire transfer of funds or other
communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an
electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the
effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in
conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were
physically executed and each party hereby consents to the use of any third-party electronic signature capture
service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed
Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or
expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation,
notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party
involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may
conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed
that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized
officer of a person has been sent by an authorized officer of such person. The party providing Executed Documentation through
electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic
methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of
interception and misuse by third parties.


 






    14 


     


    

 


Section
7.4 Effect of Headings.


 


The
headings of the Articles and Sections of this First Supplemental 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
7.5. Severability.


 


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


 


Section
7.6. Modification, Amendment and Waiver.


 


The
provisions of this First Supplemental Indenture may not be amended, supplemented, modified or waived except by an execution of
a Supplemental Indenture executed by each of the Omnicom Companies and the Trustee. Any such amendment shall comply with Article
IX of the Indenture. Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of
a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same obligation as the consenting Holder’s Security, even if notation of the consent, waiver or action
is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such
Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment,
waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Holder.


 


Section
7.7. Ratification of Indenture; Supplemental Indenture Part of Indenture.


 


Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of the Securities heretofore or hereafter authenticated and delivered shall be bound hereby.


 


Section
7.8. Trust Indenture Acts Controls.


 


If
any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act
of 1939, as amended (the “TIA”), that is required under the TIA to be part of and govern any provision of this
First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies
or excludes any provisions of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply
to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.


 






    15 


     


    

 


Section
7.9. Consent to Jurisdiction; Service of Process; and Waiver of Jury Trial.


 


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


 


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


 


The
Issuer hereby appoints Omnicom Group Inc., 280 Park Avenue, New York, New York 10017, Attention: General Counsel (the “Agent
for Service”), and OGI hereby accepts such appointment, as its agent to receive service of process or other legal summons
for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan,
The City of New York, State of New York, United States of America. The Issuer agrees that service of process upon the Agent for
Service shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding.
The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments,
as may be necessary to continue such designation and appointment of the Agent for Service in full force and effect so long as
any of the Securities shall be outstanding.


 






    16 


     


    

 


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


 


[Signatures
pages follow]


 


 




    17 


     


    

 


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


 





	 	OMNICOM CAPITAL HOLDINGS PLC
	 	 	 
	 	By:	/s/
    Catherine Porter
	 	 	Name:	Catherine Porter
	 	 	Title: 	Director



 


	 	OMNICOM GROUP INC.
	 	 	 
	 	By:	/s/ Philip J. Angelastro
	 	 	Name: 	Philip
    J. Angelastro
	 	 	Title: 	Executive Vice President
    and Chief Financial Officer



  




     


     


    

 





	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 	 
	 	By:	/s/ Rodney Gaughan
	 	 	Name: 	Rodney Gaughan
	 	 	Title:	 



 


	 	By:	/s/ Luke Russell
	 	 	Name: 	Luke Russell
	 	 	Title: 	Vice President



  




     


     


    

 


Exhibit
A


 


FORM
OF GLOBAL SECURITY FOR THE 2.250% SENIOR NOTES DUE 2033


 


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


 


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


  




    Exhibit A-1 


     


    

 


2.250%
Senior Notes due 2033


 


ISIN:
XS2412669587 


Common
Code: 241266958 


CUSIP
No. 68217Q AA6 


£325,000,000


 


No.
1


 


OMNICOM
CAPITAL HOLDINGS PLC, a public limited company organized under the laws of England and Wales (the “Issuer,” which
term includes any successor person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
BT GLOBENET NOMINEES LIMITED, or registered assigns, the principal sum of £325,000,000 on November 22, 2033 and to pay interest
thereon from November 22, 2021 or from the most recent interest payment date to which interest has been paid or duly provided
for, annually on November 22 in each year, commencing November 22, 2022, at the rate of 2.250% per annum, set forth below. The
interest so payable, and punctually paid or duly provided for, on any interest payment date shall, 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 November 7 of each year (whether or not a Business Day), next preceding
such interest payment date. Any such interest not so punctually paid or duly provided for shall 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).


 


Distributions
of principal, premium, if any, and interest with respect to this Security shall be credited in Sterling to the extent received
by Euroclear or Clearstream, Luxembourg from the Paying Agent to the cash accounts of Euroclear or Clearstream, Luxembourg participants
in accordance with the relevant system’s rules and procedures.


 


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


 


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.


 





 




    Exhibit A-2 


     


    

 


By
the execution and delivery of this Security, the Issuer (i) acknowledges that it has irrevocably designated and appointed OGI
(together with any successor, the “Agent for Service”), as its authorized agent upon which process may be served in
any suit or proceeding based on or arising out of the Securities, that may be instituted in any U.S. federal or state court in
the Borough of Manhattan in the City of New York, County and State of New York, or brought under U.S. federal or state securities
laws, and acknowledges that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such
court in any such suit or proceeding, and (iii) agrees that service of process upon the Agent for Service shall be deemed in every
respect effective service of process upon the Issuer in any such suit or proceeding. The Issuer further agrees to take any and
all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of the Agent for Service in full force and effect so long as any of the Securities shall be outstanding.


 


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.


  




    Exhibit A-3 


     


    

 


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


 


	Dated:	OMNICOM CAPITAL HOLDINGS PLC
	 	 	 
	 	By:	          
	 	Name:
	 	Title:
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



   




    Exhibit A-4 


     


    

 


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
	 	 	 
	 	Dated:



 




    Exhibit A-5 


     


    

 


Reverse
of Security


 


OMNICOM
CAPITAL HOLDINGS PLC


 


2.250%
Senior Notes due 2033


 


This
Security is one of a duly authorized issue of securities of the Issuer, designated as its 2.250% Senior Notes due 2033 (herein
called the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of November 22,
2021 (the “Base Indenture”), between the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the
First Supplemental Indenture dated as of November 22, 2021, between the Issuer, the Guarantor and the Trustee (the “First
Supplemental Indenture” and together with the Base Indenture, 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 Issuer, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of the Series designated on the face hereof, initially limited
in aggregate principal amount to £325,000,000. Capitalized terms used in this Security and not defined herein have the meaning
ascribed thereto in the Indenture.


 


Deutsche
Bank Trust Company Americas, the Trustee under the Indenture, has been appointed by the Issuer as Paying Agent, Registrar and
transfer agent with regard to the Securities. Deutsche Bank AG, London Branch will serve initially as common depositary of the
Depositories 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.


 


Prior
to August 22, 2033 (the “par call date”), the Securities shall be redeemable, as a whole or in part, at the Issuer’s
option, at any time or from time to time, upon mailed notice (or electronic notice, as applicable) to the registered address of
each Holder of the Securities at least 15 days but not more than 60 days prior to the redemption. The redemption price shall be
equal to the greater of (1) 100% of the principal amount of the Securities to be redeemed and (2) the sum of the present values
of the Remaining Scheduled Payments on such Securities discounted to the date of redemption, on an annual basis (assuming an ACTUAL/ACTUAL
(ICMA) day count fraction), at the applicable Comparable Government Bond Rate plus 20 basis points, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date, as calculated by an Independent Investment Banker.


 


On
or after the par call date, the Securities shall be redeemable, as a whole or in part, at the Issuer’s option, at any
time or from time to time, upon mailed notice (or electronic notice, as applicable) to the registered address of each Holder
of the Securities at least 15 days but not more than 60 days prior to the redemption at a redemption price of 100% of the
principal amount of such Securities, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption
date.


 






    Exhibit A-6 


     


    

 


“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent
investment bank selected by the Issuer, a United Kingdom government bond whose maturity is closest to the maturity of the Debt
Securities, or if such independent investment bank in its discretion considers that such similar bond is not in issue, such other
United Kingdom government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers
in, United Kingdom government bonds selected by such independent investment bank, determine to be appropriate for determining
the Comparable Government Bond Rate.


 


“Comparable
Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being
rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price
on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business
Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at
11:00 a.m. (London time) on such Business Day as determined by an Independent Investment Banker.


 


“Independent
Investment Banker” means an investment bank of international standing appointed by the Issuer.


 


“Remaining
Scheduled Payments” means, with respect to each Security to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption date but for such redemption calculated as if the
Stated Maturity of such Security was the par call date; provided, however, that, if such redemption date is not an interest payment
date with respect to such Security, the amount of the next succeeding scheduled interest payment thereon shall be reduced by the
amount of interest accrued thereon to, but excluding, such redemption date.


 


On
and after the redemption date, interest shall cease to accrue on the Securities or any portion of the Securities called for redemption
(unless the Issuer defaults in the payment of the redemption price and accrued interest). On or before 10:00 a.m. London time
on the redemption date, the Issuer shall deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price
of and accrued interest on the Securities to be redeemed on that date. If less than all of the Securities are to be redeemed,
the Securities to be redeemed shall be selected by such method as the Trustee deems fair and appropriate, subject to the procedures
of the Depositories as to Global Securities.


 


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 shall be issued in the name of the Holder hereof upon the cancellation hereof; provided that in the case of a Global
Security, an appropriate book-entry adjustment may be made in lieu of the issuance of a new Security.


 


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


 






    Exhibit A-7 


     


    

  


Upon
the occurrence of Change of Control Triggering Event with respect to the Securities of this Series, the Issuer shall be required
to make an offer to repurchase the Securities of this Series on the terms set forth in Section 3.2 of the First Supplemental Indenture.


 


The
provisions of Article XIII of the Base Indenture shall apply to this Series of the Securities.


 


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.


 


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


 


The
Indenture contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time
outstanding, on behalf of the Holders of all Securities of such Series, to waive compliance by the Issuer or the Guarantor 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 Issuer, which is absolute and unconditional, to pay the principal of and any premium and Interest on this Security at the
times, place and rate, 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 Issuer
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 Issuer 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, shall be issued to the designated
transferee or transferees.


 






    Exhibit A-8 


     


    

 


The
Securities of this Series are issuable only in registered form without coupons in denominations of £100,000 and integral
multiples of £1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of the Securities 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 Issuer 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 Issuer, the Guarantor, the Trustee and any agent of the
Issuer, the Guarantor or the Trustee may treat the person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall
be affected by notice to the contrary.


 


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


 


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


 






    Exhibit A-9