Exhibit 4.1
_______________________________________
LLOYDS BANKING GROUP PLC
as Issuer,
THE BANK OF NEW YORK MELLON,
acting through its London Branch
as Trustee and Paying Agent
and
THE BANK OF NEW YORK MELLON
SA/NV, DUBLIN BRANCH,
as Senior Debt Security Registrar
_______________________________________
SIXTEENTH SUPPLEMENTAL INDENTURE
dated as of March 6, 2023
to
THE SENIOR DEBT SECURITIES INDENTURE
dated as of July 6, 2010
_______________________________________
SIXTEENTH SUPPLEMENTAL
INDENTURE (“Sixteenth Supplemental Indenture”), dated as of March 6, 2023, between LLOYDS BANKING GROUP PLC, a corporation
incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE BANK OF NEW YORK MELLON, acting
through its London Branch, as trustee (the “Trustee”) and as paying agent (the “Paying Agent”)
and THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as senior debt security registrar (the “Senior Debt Security Registrar”).
WITNESSETH
WHEREAS,
the Company and the Trustee have executed and delivered a Senior Debt Securities Indenture dated as of July 6, 2010, as amended by the
First Supplemental Indenture dated as of July 6, 2016 (the “Senior Indenture,” and together with this Sixteenth Supplemental
Indenture, the “Indenture”) to provide for the issuance of the Company’s Senior Debt Securities, including the
Securities (as defined below).
WHEREAS,
Section 9.01(d) of the Senior Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Senior
Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Senior Indenture, subject to certain conditions;
WHEREAS,
Section 9.01(f) of the Senior Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms
or terms of Senior Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Senior Indenture without the consent
of Holders;
WHEREAS,
there are no debt securities Outstanding of any series created prior to the execution of this Sixteenth Supplemental Indenture which
are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;
WHEREAS,
the Board of Directors has authorized the entry into this Sixteenth Supplemental Indenture, as required by Section 9.01 of the Senior
Indenture;
WHEREAS,
the parties hereto desire to establish, as further series of Senior Debt Securities under the Senior Indenture, $1,250,000,000 5.871%
Senior Callable Fixed-to-Fixed Rate Notes due 2029 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Senior
Indenture. The Securities may be issued from time to time and any Securities issued as part of any series will constitute a single series
of Securities under the Indenture and shall be included in the definition of “Securities” where the context requires;
WHEREAS,
the Company has requested that the Trustee execute and deliver this Sixteenth Supplemental Indenture and whereas all actions required
by it to be taken in order to make this Sixteenth Supplemental Indenture a valid, binding and enforceable instrument in accordance with
its terms, have been taken and performed, and the execution and delivery of this Sixteenth Supplemental Indenture has been duly authorized
in all respects; and
WHEREAS,
where indicated, this Sixteenth Supplemental Indenture shall amend and supplement the Senior Indenture; to the extent that the terms
of the Senior Indenture are inconsistent with such provisions of this Sixteenth Supplemental Indenture, the terms of this Sixteenth Supplemental
Indenture shall govern.
NOW,
THEREFORE, the Company and the Trustee mutually covenant and agree as follows:
Article
1
DEFINITIONS
Section
1.01.
Definition of Terms. For all purposes of this Sixteenth Supplemental Indenture:
| (a) | a term defined anywhere in
this Sixteenth Supplemental Indenture has the same meaning throughout; |
| (b) | capitalized terms used herein
but not otherwise defined shall have the meanings assigned to them in the Senior Indenture; |
| (c) | the singular includes the plural
and vice versa; |
| (d) | headings are for convenience
of reference only and do not affect interpretation; |
(e) wherever
the words “include”, “includes” or “including” are used in this Sixteenth Supplemental
Indenture, they shall be deemed to be followed by the words “without limitation;”
| (f) | the use of “or”
is not intended to be exclusive unless expressly indicated otherwise; |
| (g) | references to the Senior Indenture
or the Sixteenth Supplemental Indenture shall be deemed to include any supplements or amendments thereto; and |
| (h) | for the purposes of this Sixteenth
Supplemental Indenture and the Senior Indenture, the term “series” shall mean a series of Securities. |
Article
2
FORM OF SECURITIES
Section
2.01.
Terms of the Securities.
| (a) | The title of the Securities
shall be the “5.871% Senior Callable Fixed-to-Fixed Rate Notes due 2029”; |
(b) The
aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,250,000,000,
except as otherwise provided in the Indenture;
| (c) | Principal on the Securities
shall be payable on March 6, 2029 (the “Maturity Date”); |
| (d) | The Securities shall be issued
in global registered form on March 6, 2023 (the “Issue Date”). |
During
the period from, and including, the Issue Date to, but excluding March 6, 2028 (the “Initial Fixed Rate Period”),
interest shall accrue from the Issue Date at a fixed rate of 5.871% per annum. Interest accrued during the Initial Fixed Rate Period
shall be payable semi-annually in arrears on March 6 and September 6 of each year (each, a “Fixed Rate Interest Payment Date”),
commencing on September 6, 2023.
During
the period from, and including, March 6, 2028 (the
“Reset Date”) to, but excluding, March 6, 2029 (the “Reset Fixed Rate
Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined
by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 170 basis points (1.700%).
Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on September 6, 2028 and
March 6, 2029 (each, a “Reset Rate Interest Payment Date”, and together with the
Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).
The
Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or
not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest
and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the
scheduled Maturity Date or date of redemption or repayment.
Interest
during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and,
in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest
Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue
during the period from and after such scheduled Fixed Rate Interest Payment Date.
Interest
during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the
case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed
Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest
will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset
Rate Interest Payment Date.
“Banking
Act” means the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial
Services (Banking Reform) Act 2013, secondary legislation or otherwise).
“Comparable
Treasury Issue” means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the
Company with a maturity date on or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and
having a maturity of one year.
“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date (calculated by the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are
received by the Company, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations
are received by the Company, then such Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury
Dealer.
“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated
in U.S. dollars.
“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset
Determination Date” means the second Business Day immediately preceding the Reset Date.
“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity for one-year maturities on the Reset Determination Date and appearing under the caption “Treasury
constant maturities” on the Reset Determination Date in the applicable most recently published statistical release designated “H.15
Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,
for the maturity of one year; or (2) if such release (or any successor release) is not published on the Reset Determination Date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the Reset Date.
The
U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent.
If
the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities
having a maturity of one year as set forth in the most recently published statistical release designated “H.15 Daily Update”
under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors
of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury constant maturities” for the maturity of one year) on the Reset Determination Date.
All
calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company,
the Trustee, the Paying Agent and on the Holders of the Securities.
All
percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded
upwards).
The
interest rate on the Securities during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law
or lower than 0% per annum.
By
its acquisition of Securities or an interest therein, each Holder and beneficial owner of Securities and each subsequent holder and beneficial
owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to
initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the
Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as
the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.
For
the avoidance of doubt, the Trustee shall have the rights set forth in Section 9.03 of the Senior Indenture with respect to any amendment
or alteration of the terms and conditions of the Securities and the Indenture.
| (e) | No premium, upon redemption
or otherwise, shall be payable by the Company on the Securities; |
(f) Principal
of and any interest on the Securities shall be paid to the Holder through The Bank of New York Mellon, acting through its London Branch,
as Paying Agent of the Company;
(g) Subject to Section 11.11 and on at least 5 Business Days but no more than 30 Business Days’ prior written notice delivered
to the Holders of the Securities, the Company may, in its sole discretion (but subject to, if and to the extent then required by the
Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator
granting the Company permission), redeem the Securities, in whole, but not in part, on March 6, 2028 at a redemption price equal to 100%
of the principal amount of the Securities plus any accrued and unpaid interest thereon, if any, to, but excluding, the date of
redemption, as provided in the Senior Indenture;
(h) The Securities are redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities
pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be March 6, 2023;
| (i) | The Company shall have no obligation
to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; |
| (j) | The Securities shall be issued
only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; |
(k) The
principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior
Indenture, as amended by this Sixteenth Supplemental Indenture;
(l) The
Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company;
| (m) | The Securities shall be denominated
in, and payments thereon shall be made in, U.S. Dollars; |
(n) The
payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in
which the Securities are denominated;
(o) The
Securities shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial
Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;
| (p) | The Securities shall not be
initially issued in definitive form; |
(q) The calculation agent (the “Calculation Agent”) for the Securities shall be The Bank of New York Mellon, London
Branch pursuant to the terms of a Calculation Agency Agreement dated as of March 6, 2023;
(r) The Events of Default on the Securities are as provided for in Section 5.01 of the Senior Indenture, as amended by this Sixteenth
Supplemental Indenture;
| (s) | The form of the Securities
to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; |
(t) The
Company may issue additional Securities (“Additional Securities”) after the date hereof having the same ranking and
same interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date
and first interest payment date, provided that such Additional Securities must be fungible with the outstanding Securities for U.S. federal
income tax purposes. Any such Additional Securities, together with the Securities shall constitute a single series of securities under
the Indenture;
(u) Additional
Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture, as amended by this Sixteenth Supplemental
Indenture.
Article
3
ADDITIONAL TERMS APPLICABLE TO THE SECURITIES
Section
3.01.
Addition of Definitions. With respect to the Securities only, Section 1.01 of the Senior Indenture is amended to include
the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Bail-in
Legislation” means in relation to a Member State of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time.
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions
and investment firms.
“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation.
“BRRD
Party” means the Senior Debt Security Registrar.
“Business
Day” means any day, other than Saturday or Sunday, that is not a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in the City of New York or the City of London.
“Default”
has the meaning specified in Section 5.03.
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/.
“Group”
means Lloyds Banking Group plc together with its subsidiaries and associated undertakings.
“Loss
Absorption Disqualification Event” shall be deemed to have occurred with respect to the Securities if, as a result of any amendment
to, or change in, the Loss Absorption Regulations, or any change in the application or official interpretation of the Loss Absorption
Regulations, in any such case becoming effective on or after the Issue Date of the Securities, such Securities are or (in the opinion
of the Company or the opinion of the Relevant Regulator and/or the relevant U.K. resolution authority) are likely to be fully or partially
excluded from the Company’s or the Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss
absorbing capacity instruments, in each case as such minimum requirements are applicable to the Company and/or the Group and determined
in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event
shall not occur where the exclusion of the Securities from the relevant minimum requirement(s) is due to the remaining maturity of the
Securities being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under the relevant
Loss Absorption Regulations effective with respect to the Company and/or the Group on the issue date of the Securities.
“Loss
Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom,
the Relevant Regulator, the relevant U.K. resolution authority and/or the Financial Stability Board then applicable in the United Kingdom
including, without limitation to the generality of the foregoing, any regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments adopted or applied
by the Relevant Regulator and/or the relevant U.K. resolution authority from time to time (whether or not such regulations, requirements,
guidelines, rules, standards or policies are applied generally or specifically to the Company or to the Group).
“Relevant
Regulator” means the relevant U.K. resolution authority or such other governmental authority in the United Kingdom (or if the
Company becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority
with respect to the Company and/or the Group with respect to prudential and/or resolution matters, as the case may be.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant
BRRD Party.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“U.K.
bail-in power” means any write-down, conversion, transfer, modification, moratorium and/or suspension power existing from time
to time under any laws, regulations, rules or requirements relating to the resolution of financial holding companies, mixed financial
holding companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in
effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws,
regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K. resolution
regime under the Banking Act and/or the Loss Absorption Regulations, pursuant to which obligations of a bank, banking group company,
credit institution or investment firm or any of its affiliates can be reduced, canceled, modified, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to which
any right in a contract governing such obligations may be deemed to have been exercised.
Section
3.02.
Deletion of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety
in Section 1.01 of the Senior Indenture:
“Default
Interest” has the meaning specified in Section 3.07.
“Business
Day” has the meaning specified in Section 3.01.
Section
3.03.
Amendment of Definitions. With respect to the Securities only, the definition of “Corporate Trust Office” in
Section 1.01 of the Senior Indenture is deleted in its entirety and replaced with the following definition:
“Corporate
Trust Office” means the office of the Trustee in which its corporate trust business is principally administered, located at
160 Queen Victoria Street, London EC4V 4LA (Attention: Conventional Debt EMEA– Team 4; email: corpsov4@bnymellon.com) or such other
location as shall be notified to the Company by the Trustee from time to time.
Section
3.04.
Payment; Interest Rights Preserved. With respect to the Securities only, the following Sections of the Senior Indenture
are amended and restated in their entirety and shall read as follows:
Section
3.05.
Execution, Authentication, Delivery and Dating. The first sentence of the fifth paragraph of Section 3.03 shall read as
follows:
No Senior
Debt Security shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose
unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed
by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Senior Debt Security shall be conclusive
evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered hereunder and that such Senior
Debt Security is entitled to the benefits of this Senior Debt Securities Indenture.
Section
3.06.
Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect
to any series of Senior Debt Securities, interest, if any, on any Senior Debt Securities which is payable, and is paid or duly provided
for, on any Interest Payment Date shall be paid to the Holder (including if held through a Paying Agent of the Company designated pursuant
to Section 3.01) at the close of business on the Regular Record Date for such interest.
In
the case of Senior Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City
of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by
the payee with, a bank in The City of New York.
In
the case of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to
Section 3.01.
Subject
to the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration
of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Senior Debt Security.
Section
3.07.
Events of Default. With respect to the Securities only, Section 5.01 of the Senior Indenture is amended and restated in
its entirety and shall read as follows:
Section
5.01. Events of Default. “Event of Default”, wherever used herein with respect to Senior Debt Securities of
a particular series, means the making of an order by a court of competent jurisdiction which is not successfully appealed within 30 days
of the making of such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the
Company (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency). The
exercise of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a default or an Event of Default under
this Section 5.01 or a Default under Section 5.03.
Section
3.08.
Acceleration of Maturity; Rescission and Annulment. With respect to the Securities only, Section 5.02 of the Senior Indenture
is amended by adding the following at the end of the section:
If
the Senior Debt Securities become due and payable (whether pursuant to this Section 5.02 or Article 11 below) and the Company fails to
pay such amounts (or any damages awarded for breach of any obligations in respect of the Senior Debt Securities or this Senior Debt Securities
Indenture) forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest
on Senior Debt Securities, or to institute suit for the enforcement of any such payment, each in accordance with Section 316(b) (Directions
and Waivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee,
in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding
up of the Company for all such due and payable amounts (including any damages awarded for breach of any obligations in respect of the
Senior Debt Securities or this Senior Debt Securities Indenture) but no other remedy shall be available to the Trustee or the Holders.
Section
3.09.
Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, Section
5.03 of the Senior Indenture is amended and restated in its entirety and shall read as follows:
Section
5.03. Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever used herein
with respect to Senior Debt Securities of a particular series, means any one of the following events (subject as provided below, whatever
the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):
(a)
the Company fails to pay any installment of interest on any Senior Debt Security of such series on or before its Interest Payment Date
and such failure continues for 14 days; or
(b)
the Company fails to pay all or any part of the principal of any Senior Debt Security of such series on any date on which such principal
shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days.
If
a Default occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company,
provided that the Trustee may not (except in such winding-up, in accordance with Section 5.01) declare the principal amount of, or any
other amount in respect of, any Outstanding Senior Debt Security to be due and payable.
Subject
to applicable law, including the Trust Indenture Act, no Holder may exercise or claim any right of set-off, counterclaim, combination
of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Senior
Debt Securities. The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off,
counterclaim, combination of accounts, compensation and retention with respect to the Senior Debt Securities or this Senior Debt Securities
Indenture (or between the obligations under or in respect of any Senior Debt Securities and any liability owed by a Holder to the Company)
that they might otherwise have against the Company, whether before or during a winding-up or liquidation of the Company. Notwithstanding
the above, if any of such rights and claims of any such Holder against the Company are discharged by set-off, such Holder will immediately
pay an amount equal to the amount of such discharge to the Company or, in the event of the winding up of the Company, the liquidator
or administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum
equal to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case
may be, and accordingly such discharge shall be deemed not to have taken place.
Notwithstanding
the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a Default in respect of such
Senior Debt Securities if such payment is withheld or refused and the Company delivers an Opinion of Counsel concluding that such sums
were not paid in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction,
provided, however, that the Trustee may by notice to the Company require the Company to take such action (including but not limited to
proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which
opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case the
Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting
therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law,
regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable
on the expiration of 14 days (in the case of payments under Section 5.03(a) above) or seven days (in the case of payments under Section
5.03(b) above) after the Trustee gives written notice to the Company informing it of such resolution.
Except
as otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Senior Debt 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 Senior Debt Securities
Indenture or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee
by this Senior Debt Securities Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such
judicial proceedings, be required to pay any amount representing or measured by reference to the principal of, or any interest on, the
Senior Debt Securities prior to any date on which the principal of, or any interest on, the Senior Debt Securities would have otherwise
been payable by the Company.
No
recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim
based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of the Company in this
Senior Debt Securities Indenture, or in any Senior Debt Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor
corporation of the Company, either directly or through the Company or 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; it being expressly understood that to the extent
lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this
Senior Debt Securities Indenture and the issue of the Senior Debt Securities.
No
remedy against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for
the recovery of amounts owing in respect of the Senior Debt Securities or under this Senior Debt Securities Indenture or in respect of
any breach by the Company of any of its other obligations under or in respect of the Senior Debt Securities or under this Senior Debt
Securities Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the
Trust Indenture Act.
Section
3.10.
With respect to the Securities only, (a) Sections 5.07(a), 5.07(b), 5.11, 5.13, 6.02, 6.03(i), 8.01(b), 8.03(c) and 10.03(b) shall
be amended to add the words “or Default” after each appearance of the words “Event of Default” and (b) Section
11.08 shall be amended to replace in the first paragraph the word “Unless” with the words “Subject to Section 11.1
and unless”.
Section
3.11.
Deletion of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Senior Indenture
is deleted in its entirety.
Section
3.12.
Compensation and Reimbursement. With respect to the Securities only, Section 6.07 of the Senior Indenture is amended in
part to add the following sentence at the end of the section:
The
Trustee’s right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities,
the discharge of this Senior Debt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section 4.08
of the Sixteenth Supplemental Indenture if and to the extent applicable as set out therein) any exercise of the U.K. bail-in power by
the relevant U.K. resolution authority with respect to the obligations owed or owing to Holders pursuant to or in connection with the
Senior Debt Securities.
Section
3.13.
Certain Rights of Trustee. With respect to the Securities only, Section 6.03 of the Senior Indenture is amended in part
to add the following at the end of the section:
(m)
The Trustee shall not be liable for errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts;
and
(n)
The Trustee may hold funds uninvested without liability for interest in the absence of an agreement signed by the Trustee to the contrary.
Section
3.14.
Sanctions. The following Section is added as new Section 10.08 of the Senior Indenture:
Section
10.08. Sanctions. (a) The Company covenants and represents that neither they nor any of their affiliates, subsidiaries, directors
or officers are the target or subject of any sanctions enforced by the US government, (including, the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury,
or other relevant sanctions authority (collectively “Sanctions”).
(b) The Company covenants
and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to
this Senior Debt Securities Indenture, (i) to fund or facilitate any activities of or business with any person who, at the time of such
funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country
or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by
any person.
(c) Sub-sections (a) and (b)
will not apply if and to the extent that they are or would be unenforceable by reason of breach of (i) any provision of Council Regulation
(EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Economic
Area (EEA)) or (ii) any similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if the aforementioned Council
Regulation purports to make compliance with any portion of this Section unenforceable by the Company, the Company will nonetheless take
such measures as may be necessary to ensure that the Company does not use the services in any manner which would cause the Trustee, Paying
Agent or Senior Debt Security Registrar to violate Sanctions applicable to them.
Section
3.15.
Certain Rights of Senior Debt Security Registrar and Paying Agent. The Senior Debt Security Registrar and Paying Agent
shall have the benefit of the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including,
without limitation, Section 6.07 of the Base Indenture, mutatis mutandis.
Section
3.16.
Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established
pursuant to this Sixteenth Supplemental Indenture:
(a)
Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of
the Securities, by purchasing or acquiring the Securities each Holder (including each beneficial owner) of the Securities acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that
may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii)
the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other
obligations of the Company or another person (and the issue to or conferral on the holder of such shares, securities or obligations,
including by means of amendment, modification or variation of the terms of the Securities); and/or (iii) the amendment or alteration
of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes
payable, including by suspending payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the
terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With
respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have
become due and payable (including principal that has become due and payable at the maturity date), but which have not been paid, prior
to the exercise of any U.K. bail-in power. Each Holder and each beneficial owner of the Securities further acknowledges and agrees that
the rights of the Holders and/or beneficial owners under the Securities are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
(b)
By purchasing or acquiring the Securities, each Holder and each beneficial owner of the Securities:
(i)
acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Securities shall give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c)
(Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii)
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate
a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Securities; and
(iii)
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Senior
Indenture, and (b) neither the Senior Indenture nor this Sixteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if,
following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Securities),
then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion
to the extent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to this Sixteenth Supplemental
Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.
(c)
Each Holder or beneficial owner that purchases or acquires its Securities in the secondary market shall be deemed to acknowledge,
agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners
of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement
and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power.
(d)
By purchasing or acquiring the Securities, each Holder and each beneficial owner shall be deemed to have (i) consented to the
exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision
to exercise such power with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC
or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise
of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of
such Holder or beneficial owner or the Trustee.
(e)
No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after
the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations
of the United Kingdom applicable to the Company and the Group.
(f)
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company
shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying
Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information
purposes. Any delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and
enforceability of the U.K. bail-in power.
(g)
The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture shall survive any exercise
of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.
Section
3.17.
Redemption of Securities. With respect to the Securities only, Article 11 of the Senior Indenture is amended to add a Section
11.09, Section 11.10 and Section 11.11, each of which shall read as follows:
Section
11.09. Optional Redemption.
Subject
to Section 11.11 and on at least 5 Business Days’, but no more than 30 Business Days’, prior written notice delivered to
the registered holders of the Securities, the Company may, at the Company’s option and in its sole discretion (but subject to,
if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant
Regulator and the Relevant Regulator granting the Company permission), redeem the Securities, in whole, but not in part, on March 6,
2028, at a Redemption Price equal to 100% of the principal amount of the Securities plus any accrued and unpaid interest thereon, if
any, to, but excluding, the date of redemption.
Section
11.10 Loss Absorption Disqualification Event Redemption.
Subject
to Section 11.11, the Company may, at the Company’s option (but subject to, if and to the extent then required by the Relevant
Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting
the Company permission), having given not less than 15 nor more than 30 days’ notice to holders, redeem all but not some only of
the Securities outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of
redemption, if immediately prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s
Certificate stating that a Loss Absorption Disqualification Event has occurred.
Section
11.11. Conditions to Redemption and Repurchase, etc.
Notwithstanding
anything herein to the contrary, any redemption or purchase of Securities (other than redemption on the relevant Maturity Date), and
any modification to the terms of the Securities or any indenture relating thereto, is subject to, if and to the extent then required
by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator
granting the Company permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to the extent then required
thereunder.
Section
3.18.
Additional Amounts. With respect to the Securities only, Section 10.04 of the Senior Indenture is hereby amended and
restated in its entirety as follows:
Section
10.04. Additional Amounts.
Amounts
to be paid on any series of Senior Debt Securities will be made without deduction or withholding for, or on account of, any and all present
and future income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld or assessed by
or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing
Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the
Company to make such deduction or withholding, the Company will pay additional amounts with respect to interest only on, the Senior Debt
Securities (“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders
of Senior Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts of interest only which
would have been payable on the Senior Debt Securities if the deduction or withholding had not been required. However, this
will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for the fact that:
(i)
the Holder or the beneficial owner of the Senior Debt Security is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the
Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or in respect
of) principal of, or any interest, or other payment on, any Senior Debt Security of the relevant series,
(ii)
except in the case of winding-up in the United Kingdom, the relevant Senior Debt Security is presented (where presentation is required)
for payment in the United Kingdom,
(iii)
the relevant Senior Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts
on presenting the same for payment at the close of that 30 day period,
(iv)
the Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of)
principal of or any interest or other payment on, the Senior Debt Security failed to comply with a request of the Company or its liquidator
or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the
Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of
(x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition
to exemption from all or part of the tax, levy, impost, duty, charge or fee,
(v)
the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or
other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or
(vi)
any combination of subclauses (i) through (v) above,
nor
shall Additional Amounts be paid with respect to any interest only on the Senior Debt Securities to any Holder who is a fiduciary or
partnership or any person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws
of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts, had it been
the Holder.
Whenever
in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of interest on, in respect of, any Senior Debt
Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where
such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary
and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA
apply. Neither the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s
or paying agent’s compliance with any such withholding obligation under applicable law.
Article
4
MISCELLANEOUS
Section
4.01.
Effect of Supplemental Indenture. Upon the execution and delivery of this Sixteenth Supplemental Indenture by each of the
Company and the Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Senior Indenture shall be supplemented
in accordance herewith, and this Sixteenth Supplemental Indenture shall form a part of the Senior Indenture for all purposes in respect
of the Securities or otherwise as applicable.
Section
4.02.
Other Documents to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate and
an Opinion of Counsel stating the recitals contained in Section 1.02 of the Senior Indenture and, in the case of the Opinion of Counsel,
stating that the Indenture is a legal, binding a valid obligation of the Company enforceable in accordance with its terms. As specified
in Section 9.03 of the Senior Indenture and subject to the provisions of Section 6.03 of the Senior Indenture, the Trustee shall also
be entitled to receive an Opinion of Counsel stating that that this Sixteenth Supplemental Indenture is authorized or permitted by the
Indenture, and the Sixteenth Supplemental Indenture and the Securities whose terms are incorporated by reference herein are each, subject
to Section 1.03 of the Senior Indenture, a legal, valid and binding obligation of the Company enforceable in accordance with their terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
affecting creditor’s rights generally, by equitable principles of general applicability and by possible judicial actions giving
effect to governmental actions or foreign laws affecting creditors’ rights, and the Sixteenth Supplemental Indenture is permitted
under the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel as conclusive evidence that this
Sixteenth Supplemental Indenture complies with the applicable provisions of the Senior Indenture.
Section
4.03.
Confirmation of Indenture. The Senior Indenture, as supplemented and amended by this Sixteenth Supplemental Indenture with
respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Senior Indenture, this Sixteenth
Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as applicable, be read,
taken and construed as one and the same instrument. This Sixteenth Supplemental Indenture constitutes an integral part of the Senior
Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms and conditions of the Senior
Indenture and the terms and conditions of this Sixteenth Supplemental Indenture, the terms and conditions of this Sixteenth Supplemental
Indenture shall prevail where applicable.
Section
4.04.
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Sixteenth
Supplemental Indenture or the Securities. The recitals and statements herein are deemed to be those of the Company and not the Trustee.
In entering into this Sixteenth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Senior
Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.
Section
4.05.
Governing Law. This Sixteenth Supplemental Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, except that the waiver of set-off provisions set forth in the third paragraph of Section 5.03
of the Senior Indenture, as amended and restated in its entirety by virtue of Section 3.06 hereof, shall be governed by and construed
in accordance with the laws of Scotland, and that the authorization and execution by the Company of this Sixteenth Supplemental Indenture
and the Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions
of the Company, the Trustee and the Senior Debt Security Registrar, as the case may be.
Section
4.06.
Separability. In case any provision contained in this Sixteenth Supplemental Indenture 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
4.07.
Counterparts. Electronic Signatures. This Sixteenth Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreement
or document related to this Sixteenth Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign
and Adobe Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.
Section
4.08.
Concerning U.K. Bail-in Liability. Notwithstanding and to the exclusion of any other term of this Sixteenth Supplemental
Indenture or the Senior Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trustee
acknowledges and accepts that a U.K. Bail-in Liability arising under this Sixteenth Supplemental Indenture may be subject to the exercise
of U.K. bail-in power by the relevant U.K. resolution authority and acknowledges, accepts, and agrees to be bound by:
(a)
the effect of the exercise of U.K. bail-in power by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liability
of the Company to the Trustee under this Sixteenth Supplemental Indenture or the Senior Indenture, that (without limitation) may include
and result in any of the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;
(ii)
the conversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Company
or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations, including by means of amendment,
modifications or variation of the terms of the Securities);
(iii)
the cancellation of the U.K. Bail-in Liability; and/or
(iv)
the amendment or alteration of the amounts due in relation to the U.K. Bail-in Liability, including any interest, if applicable,
thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b)
the variation of the terms of this Sixteenth Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority,
to give effect to the exercise of U.K. bail-in power by the relevant U.K. resolution authority.
“U.K.
Bail-in Liability” means a liability in respect of which the U.K. bail-in power may be exercised.
Section
4.09.
Bail-in Relating to BRRD Party. Notwithstanding any other term of this Sixteenth Supplemental Indenture or any other agreements,
arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Sixteenth Supplemental Indenture acknowledges,
accepts, and agrees to be bound by:
(a)
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD
Party to it under this Sixteenth Supplemental Indenture, that (without limitation) may include and result in any of the following, or
some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii)
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant
BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations);
(iii)
the cancellation of the BRRD Liability;
(iv)
the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon,
the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b)
the variation of the terms of this Sixteenth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority,
to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
[Signature Pages
Follow]
IN WITNESS WHEREOF,
the parties hereto have caused this Sixteenth Supplemental Indenture to be duly executed as of the date first written above.
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LLOYDS BANKING GROUP PLC |
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By: |
/s/ Peter Green |
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Name: Peter Green |
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Title: Head of Senior Funding & Covered Bonds |
[Signature Page
to Supplemental Indenture]
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THE BANK OF NEW
YORK MELLON,
acting through its London Branch,
as Trustee and as Paying Agent |
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By: |
/s/ Thomas Bolton |
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Name: Thomas Bolton |
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Title: Authorized Representative |
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THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, as Senior Debt Security Registrar |
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By: |
/s/ Thomas Bolton |
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Name: Thomas Bolton |
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Title: Authorized Representative |
[Signature Page
to Supplemental Indenture]
EXHIBIT A
FORM OF SENIOR
CALLABLE FIXED-TO-FIXED RATE SENIOR GLOBAL NOTE
UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP
No. 539439 AX7
ISIN No. US539439AX74
Common Code: 259566614
LLOYDS BANKING GROUP
plc
5.871% SENIOR CALLABLE
FIXED-TO-FIXED RATE NOTE DUE 2029
No. [·] $[·]
LLOYDS BANKING
GROUP plc (herein called the “Company,” which term includes any successor person under the Indenture (as defined on the reverse
hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $[·]
([·] dollars) on March 6, 2029 (the “Maturity Date”) or on such earlier date
as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon (i) from, and including, the date
of issuance hereof to, but excluding, March 6, 2028, semi-annually in arrears on the Initial Fixed Rate Interest Payment Dates (as defined
on the reverse hereof) and (ii) from, and including, March 6, 2028 to, but excluding, March 6, 2029, semi-annually in arrears on the
Reset Rate Interest Payment Dates (as defined in the reverse hereof). Interest so payable on any Interest Payment Date (as defined on
the reverse hereof) shall be paid to the Holder in whose name this Security is registered on the 15th calendar day immediately
preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined in the Indenture (each a “Regular
Record Date”). If (i) the Company fails to pay any installment of interest on this Security on or before its Interest Payment Date
and such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principal of this Security on any date
on which such principal shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues
for seven days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding for the winding up of the Company,
provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Securities
to be due and payable.
As
set forth on the reverse hereof, interest shall accrue on this Security from day to day from the date of issuance hereof until the principal
amount hereof is paid or made available for payment.
Payments
of interest on this Security shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the
case of an incomplete month, the actual number of days elapsed in such period.
Payment
of the principal amount of (and premium, if any) and any interest on, this Security will be made 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. Such payment shall be made to the
Holder including through a Paying Agent of the Company. If the date for payment of the principal amount hereof (and premium, if any)
or interest thereon is not a Business Day, then (subject as provided in the Indenture) such payment shall be made on the next succeeding
Business Day with the same force and effect as if made on such date for payment and without any interest or other payment in respect
of such delay.
Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner of such Security for the purpose of receiving payment of
principal and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
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.
Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of this Security, by purchasing
or acquiring this Security, each Holder (including each beneficial owner) of this Security acknowledges, accepts, agrees to be bound
by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another
person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of amendment, modification
or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment
of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for
a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each
Holder and each beneficial owner of the Securities further acknowledges and agrees that the rights of the Holders and/or beneficial owners
under the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power
by the relevant U.K. resolution authority.
For
these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification, moratorium and/or suspension
power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of financial holding companies,
mixed financial holding companies, banks, banking group companies, credit institutions and/or investment firms incorporated in the United
Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any
such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the
U.K. resolution regime under the Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the U.K.
Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise) and/or the Loss Absorption Regulations, pursuant to
which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, canceled,
modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (or suspended
for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to have been exercised.
A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.
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IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed.
Dated:
| LLOYDS BANKING GROUP PLC |
| |
| |
| Name: |
| Title: |
[Global Note
Signature Page]
CERTIFICATE OF AUTHENTICATION
This
is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.
Dated:
| |
THE BANK OF NEW YORK MELLON,
acting through its London Branch, as Trustee
|
| |
|
| |
By: |
|
|
| |
|
Authorized Signatory |
|
[Global Note
Signature Page]
[REVERSE OF SECURITY]
This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be
issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010, as amended by the First Supplemental
Indenture dated as of July 6, 2016 (herein called the “Senior Indenture”), among the Company, as issuer, and The Bank of
New York Mellon, acting through its London Branch as trustee (herein called the “Trustee,” which term includes any successor
trustee under the Senior Indenture), as supplemented by the Sixteenth Supplemental Indenture dated as of March 6, 2023, among the Company,
the Trustee and as paying agent (herein called the “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch,
as Senior Debt Security Registrar (the “Sixteenth Supplemental Indenture”, and, together with the Senior 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 Company, 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 $1,250,000,000. The Company
may, without the consent of the Holders of the Securities, issue additional notes having the same ranking and interest rate, maturity
date, redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date,
provided that such additional notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Securities,
together with this Security, will constitute a single series of securities under the Indenture. The Securities will initially be issued
in the form of one or more global Securities (each, a “Global Security”). Except as provided in the Indenture, a Global Security
shall not be exchangeable for one or more definitive Securities.
The
Securities of this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described
herein, and will rank pari passu and without any preference among themselves and at least pari passu with all of the Company’s
other outstanding unsecured and unsubordinated obligations, present and future subject to such exceptions as may be provided by mandatory
provisions of applicable law.
During
the period from, and including, March 6, 2023 to, but excluding, March 6, 2028 (the “Initial Fixed Rate Period”), interest
shall accrue from the Issue Date at a fixed rate of 5.871% per annum. Interest accrued during the Initial Fixed Rate Period shall be
payable semi-annually in arrears on September 6 and March 6 of each year (each, a “Fixed Rate Interest Payment Date”), commencing
on September 6, 2023.
During
the period from, and including, March 6, 2028 (the “Reset Day”) to, but excluding, March 6, 2029 (the “Reset Fixed
Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined
by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 170 basis points (1.700%).
Interest accrued on the Securities during the Reset Fixed Rate Period will be payable semi-annually in arrears on September 6, 2028 and
March 6, 2029 (each a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest
Payment Dates”).
Interest
during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and,
in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest
Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue
during the period from and after such scheduled Fixed Rate Interest Payment Date.
Interest
during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the
case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed
Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest
will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset
Rate Interest Payment Date.
“Comparable
Treasury Issue” means, with respect to the Reset Fixed Rate Period, the U.S. Treasury security or securities selected by the
Company with a maturity date on or about the last day of the Reset Fixed Rate Period and that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and
having a maturity of one year.
“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date (calculated by the Calculation Agent on the Reset Determination Date preceding the Reset Date), after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are
received by the Company, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations
are received by the Company, then such Reference Treasury Dealer Quotations as quoted in writing to the Company by a Reference Treasury
Dealer.
“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or if the affiliates of such banks, which are (i)
primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated
in U.S. dollars.
“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.
“Reset
Determination Date” means the second Business Day immediately preceding the Reset Date.
“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity for one-year maturities on the Reset Determination Date and appearing under the caption “Treasury
constant maturities” on the Reset Determination Date in the applicable most recently published statistical release designated “H.15
Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,
for the maturity of one year; or (2) if such release (or any successor release) is not published on the Reset Determination Date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the Reset Date.
The
U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).
If
the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate”
means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities
having a maturity of one year as set forth in the most recently published statistical release designated “H.15 Daily Update”
under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors
of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under
the caption “Treasury constant maturities” for the maturity of one year) on the Reset Determination Date.
All
calculations of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company,
the Trustee, the Paying Agent and on the Holders of the Securities.
All
percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded
upwards).
The
interest rate on the Securities during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law
or lower than 0% per annum.
By
its acquisition of Securities or an interest therein, each holder and beneficial owner of Securities and each subsequent holder and beneficial
owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees not to
initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of the Trustee, the
Calculation Agent or any paying agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as
the case may be, takes, or abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.
Subject
to Section 11.11 of the Sixteenth Supplemental Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior
written notice delivered to the Holders of the Securities, the Company may in its sole discretion (but subject to, if and to the extent
then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the
Relevant Regulator granting the Company permission) redeem, the Securities, in whole, but not in part, on March 6, 2028 at a redemption
price equal to 100% of the principal amount of the Securities plus any accrued and unpaid interest thereon, if any, to, but excluding,
the date of redemption.
If
an Event of Default with respect to the Securities of this series shall have occurred and be continuing, the Trustee or the Holder or
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount
of, and any accrued interest on and any Additional Amounts on, all the Securities to be due and payable immediately, in the manner, with
the effect and subject to the conditions provided in the Indenture.
Except
as otherwise provided in Article 5 of the Senior Indenture, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of Holders of Securities 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 the Indenture or in aid of the exercise
of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the Indenture or by law, provided,
however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing
or measured by reference to the principal of, or any interest on, the Securities prior to any date on which the principal of, or any
interest on, the Securities would have otherwise been payable by the Company.
If
a Default occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company,
provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Securities
to be due and payable.
Failure
to make any payment in respect of this Security shall not be a Default if such payment is withheld or refused and an Opinion of Counsel
is delivered to the Trustee concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or
with the order of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company require the Company
to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee
may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances
to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by
any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be
made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease to have effect
and the payment shall become due and payable on the expiration of 14 days (in the case of payments under Section 5.03(a) of the Senior
Indenture) or seven days (in the case of payments under Section 5.03(b) of the Senior Indenture) after the Trustee gives written notice
to the Company informing it of such resolution.
Subject
to applicable law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention
in respect of any amount owed to it by the Company arising under or in connection with the Securities. The Holders of Securities by their
acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention
with respect to the Securities or the Senior Indenture (or between the obligations under or in respect of the Securities and any liability
owed by a Holder to the Company) that they might otherwise have against the Company.
No
remedy against the Company other than as referred to in Article 5 of the Senior Indenture shall be available to the Trustee or the Holders,
whether for the recovery of amounts owing in respect of the Securities or under the Indenture or in respect of any breach by the Company
of any of its other obligations under or in respect of the Securities or under the Senior Indenture, except that the Trustee and the
Holders shall have such rights and powers as they are required to have under the Trust Indenture Act.
Amounts
to be paid on the Securities of this Series will be made without deduction or withholding for, or on account of, any and all present
and future income, stamp and other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on
behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing
Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Company
to make such deduction or withholding, the Company will pay additional amounts with respect to interest only on the Securities of this
series (“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders, after the
deduction or withholding, shall equal the amounts of interest only which would have been payable on the Securities if the deduction or
withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, which would
not have been deducted or withheld but for the fact that:
(i)
the Holder or the beneficial owner of a Security is a domiciliary, national or resident of, or engaging in business or maintaining a
permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction
other than the holding or ownership of a Security, or the collection of any payment of (or in respect of) principal of, or interest or
other payments on, any Security,
(ii)
except in the case of winding-up in the United Kingdom, the relevant Security is presented (where presentation is required) for payment
in the United Kingdom,
(iii)
the relevant Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or
was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting
the same for payment at the close of that 30 day period,
(iv)
the Holder or the beneficial owner of the relevant Security or the beneficial owner of any payment of (or in respect of) principal of,
or interest or other payments on, the Security failed to comply with a request of the Company or its liquidator or other authorized person
addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial
owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required
or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from
all or part of the tax, levy, impost, duty, charge or fee,
(v)
the deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or
other official guidance enacted or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement;
or
(vi)
any combination of clauses (i) through (v) above,
nor shall Additional
Amounts be paid with respect to interest only on the Securities to any Holder who is a fiduciary or partnership or any person other than
the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included
in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership
or a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder. With respect to any deduction
or withholding made by any of the Company, the Trustee, the Paying Agent or another withholding agent from any amount payable on, or
in respect of, the Securities in the events described in clauses (i) through (vi) above, the amounts so deducted or withheld shall be
treated as having been paid to the holder of the Securities, and no additional amounts will be paid on account of any such deduction
or withholding. None of the Company, the Trustee, the Paying Agent or another withholding agent shall have any liability in connection
with their compliance with any such withholding obligation under applicable law.
References
herein to the payment of interest on the Securities shall be deemed to include mention of the payment of Additional Amounts provided
for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under the foregoing
provisions.
In
addition to the Company’s right to redeem the Securities on March 6, 2028, the Securities of this series are redeemable, as a whole
but not in part, at the option of the Company (subject to, if and to the extent required by the Relevant Regulator or the Loss Absorption
Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission), on not
less than 30 nor more than 60 days’ notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together
with accrued but unpaid interest, in respect of the Securities to the date fixed for redemption, if, at any time, the Company shall determine
that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such
Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations (including a decision
of any court or tribunal) which change or amendment becomes effective on or after March 6, 2023:
(a)
in making payment under the Securities the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;
(b)
the payment of interest on the next Payment Date in respect of the Securities would be treated as a “distribution” within
the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment
thereof for the time being); or
(c)
on the next Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its
United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).
In
any case where the Company shall determine that, in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the
Securities of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption (i)
a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory
to the Trustee confirming that the relevant change or amendment has occurred and that the Company is entitled to exercise its right of
redemption and (ii) an Officer’s Certificate, evidencing compliance with such provisions and stating that it is entitled to redeem
the Securities pursuant to the terms of the Securities.
The
Company may, at the Company’s option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss
Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission),
having given not less than 15 nor more than 30 days’ notice to holders, redeem all but not some only of the Securities outstanding
at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption, if immediately
prior to the giving of the notice referred to above, the Company delivers to the Trustee an Officer’s Certificate stating that
a Loss Absorption Disqualification Event has occurred. Any redemption or purchase of Securities (other than redemption on the relevant
maturity date), and any modification to the terms of the Securities or any indenture relating thereto, is subject to, if and to the extent
then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the
Relevant Regulator granting the Company permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to
the extent then required thereunder.
If
the Company elects to redeem the Securities of this series, the Securities will cease to accrue interest from the date of redemption,
provided the redemption price has been paid in accordance with the Indenture.
Upon
payment of (i) the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of
the Company’s obligations in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest
on, the Securities of this series shall terminate.
Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the Securities, by purchasing
or acquiring the Securities each Holder (including each beneficial owner) of the Securities acknowledges, accepts, agrees to be bound
by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another
person (and the issue to or conferral on the holder of such shares, securities or obligations, including by means of an amendment, modification
or variation of the terms of the Securities); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment
of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for
a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at the maturity date), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each
Holder and each beneficial owner of the Securities further acknowledges and agrees that the rights of the Holders and/or beneficial owners
under the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power
by the relevant U.K. resolution authority.
By
purchasing or acquiring the Securities, each Holder and each beneficial owner of the Securities:
(i)
acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Securities
shall give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of
the Trustee in Case of Default) of the Trust Indenture Act;
(ii)
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with
respect to the Securities; and
(iii)
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Senior
Indenture, and (b) neither the Senior Indenture nor the Sixteenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if,
following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Securities),
then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion
to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Sixteenth Supplemental
Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.
Each
Holder or beneficial owner that acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by
and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities
that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement
to be bound by and consent to the terms of the Securities, including in relation to the U.K. bail-in power.
By
purchasing or acquiring the Securities, each Holder and each beneficial owner shall be deemed to have (i) consented to the exercise of
any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise
such power with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant in DTC or other
intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any
U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder
or beneficial owner or the Trustee.
No
repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise
of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively,
is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of
the United Kingdom applicable to the Company and the Group.
Upon
the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company shall provide
a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of
such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by
the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceability of the U.K. bail-in
power.
The
Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Senior Indenture shall survive any exercise
of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities to be affected thereby by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Securities at the time outstanding of each such series. The Indenture
also contains provisions permitting the Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf
of the Holders of all Securities of such series, to waive compliance by the Company 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 in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest on, this
Security at the times, place and rate, and in the coin or currency, herein prescribed.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of the Securities will have the right to institute any proceeding
with respect to the Indenture, this Security or any remedy thereunder; provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become
due and payable in accordance with the terms hereof and the Indenture.
No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder
of this Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on,
this Security when due and payable in accordance with the provisions of this Security and the Indenture.
This
Security is governed by the laws of the State of New York, except for the waiver of set-off provisions relating to the Securities which
are governed by and construed in accordance with the laws of Scotland.
Unless
otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
