Exhibit 4.9

 

SIXTH SUPPLEMENTAL INDENTURE

 

SIXTH SUPPLEMENTAL INDENTURE, dated as of March 14, 2016 (this “Supplemental Indenture”), by and among ABBEY NATIONAL TREASURY SERVICES PLC, a public limited company incorporated in England and Wales (the “Issuer”), SANTANDER UK PLC, a public limited company incorporated in England and Wales (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”), having its Corporate Trust Office at One Canada Square, London, E14 5AL.

 

W I T N E S S E T H:

 

WHEREAS, the Issuer, the Guarantor and the Trustee have executed and delivered an Indenture dated as of April 27, 2011 (the “Base Indenture”), as amended and supplemented by a second supplemental indenture entered into on September 10, 2014 (the “Second Supplemental Indenture” and, together with the Base Indenture and this Supplemental Indenture, the “Indenture”);

 

WHEREAS, Section 9.01(d) of the Base Indenture provides that the Issuer, the Guarantor and the Trustee may enter into a supplemental indenture to add to, change or eliminate any of the provisions of the Base Indenture; provided that any such change or elimination shall become effective only when there is no Senior Debt Security Outstanding of any series created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the benefit of such provision, and adversely affected by such addition, change or elimination;

 

WHEREAS, Section 9.01(f) of the Base Indenture provides that the Issuer, the Guarantor and the Trustee may enter into a supplemental indenture to establish the forms or terms of the Senior Debt Securities of any series without the consent of Holders as permitted under Sections 2.01 or 3.01 of the Base Indenture;

 

WHEREAS, the Issuer desires to issue $1,650,000,000  2.500% Notes due 2019 (such series of Senior Debt Securities, the “Fixed Rate Notes”) and $350,000,000 Floating Rate Notes due 2019 (such series of Senior Debt Securities, the “Floating Rate Notes,” and, together with the Fixed Rate Notes, the “Notes”) pursuant to the Base Indenture (as supplemented and amended by this Supplemental Indenture);

 

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;

 

NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and the equal and ratable benefit of the Holders of the Notes.

 

ARTICLE 1
 DEFINITIONS

 

Section 1.01.         Definition of Terms. For all purposes of this Supplemental Indenture:

 

(a)           capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Base Indenture;

 

(b)           all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

 











 

(c)           the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

 

(d)           the section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture; and

 

(e)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

 

Section 1.02.         Supplemental Definitions. The following definitions shall apply to the Notes only:

 

(a)           “Accrued Interest Factor” has the meaning set forth in clause (d)(2) of Section 2.02 of this Supplemental Indenture.

 

(b)           “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing;

 

(c)           “Amounts Due” means the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, due on, the Notes (including payment of interest of the Notes or a payment of any amount under the Guarantees).  References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.

 

(d)           “Base Indenture” has the meaning set forth in the recitals to this Supplemental Indenture.

 

(e)           “BBA” means the British Bankers’ Association.

 

(f)            “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended from time to time.

 

(g)           “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

 

(h)           “Calculation Agent” means The Bank of New York Mellon, or its successor appointed by the Issuer.

 

(i)            “Fixed Rate Interest Payment Date” has the meaning set forth in clause (d) of Section 2.01 of this Supplemental Indenture.

 

(j)            “Fixed Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture.

 

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(k)           “Fixed Rate Notes Maturity Date” has the meaning set forth in clause (c) of Section 2.01 of this Supplemental Indenture.

 

(l)            “Floating Rate Interest Determination Date” means the second London Banking Day preceding the applicable Floating Rate Interest Reset Date.

 

(m)          “Floating Rate Interest Payment Date” has the meaning set forth in clause (d)(1) of Section 2.02 of this Supplemental Indenture.

 

(n)           “Floating Rate Interest Reset Date” has the meaning set forth in clause (d)(3) of Section 2.02 of this Supplemental Indenture.

 

(o)           “Floating Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture.

 

(p)           “Floating Rate Notes Maturity Date” has the meaning set forth in clause (c) of Section 2.02 of this Supplemental Indenture.

 

(q)           “Guarantor” has the meaning set forth in the introduction to this Supplemental Indenture.

 

(r)            “Indenture” has the meaning set forth in the recitals to this Supplemental Indenture.

 

(s)            “Initial Floating Interest Rate” has the meaning set forth in clause (d)(1) of Section 2.02 of this Supplemental Indenture.

 

(t)            “Issue Date” has the meaning set forth in clause (c) of Section 2.01 of this Supplemental Indenture.

 

(u)           “Issuer” has the meaning set forth in the introduction to this Supplemental Indenture.

 

(v)           “LIBOR” shall mean, as of any Floating Rate Interest Determination Date:

 

(1)   the offered quotation to leading banks in the London interbank market for three-month U.S. Dollar deposits (i) as defined by (A) the BBA, (B) its successor in such capacity, such as NYSE Euronext Rate Administration Ltd., or (C) such other person assuming the responsibility of the BBA or its successor in calculating the London Inter-Bank Offered Rate in the event the BBA or its successor no longer do so, and (ii) as calculated by their appointed calculation agent and published, as such rate appears on either the Reuters Monitor Money Rates Service page LIBOR01 (or a successor page on such service) or, if such rate is not available, on such other information system that provides such information, in each case as of 11:00 a.m., London time, on such Floating Rate Interest Determination Date;

 

(2)   if no such rate is so published, then the rate for such Floating Rate Interest Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month U.S. Dollar deposits quoted by the Reference Banks to the Calculation Agent as of 11:00 a.m., London time, on such Floating Rate Interest Determination Date (it being understood that at least two such quotes must have been so provided to the Calculation Agent); or

 

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(3)   if LIBOR cannot be determined on such Floating Rate Interest Determination Date using the foregoing methods, then LIBOR on such Floating Rate Interest Determination Date shall be LIBOR in effect as determined using the foregoing methods for the first calendar day preceding such Floating Rate Interest Determination Date on which LIBOR can be so determined.

 

(w)          “London Banking Day” means any day on which dealings in U.S. Dollars are transacted in the London interbank market.

 

(x)           “Notes” has the meaning set forth in the recitals to this Supplemental Indenture.

 

(y)           “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof;

 

(z)           “Reference Banks” means each of four major reference banks in the London interbank market, as selected by the Issuer or the Guarantor.

 

(aa)         “Regulated Entity” means any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes certain credit institutions, investment firms and certain of their parent or holding companies.

 

(bb)         “Relevant UK Resolution Authority” means the Bank of England or any authority with the ability to exercise a UK Bail-in Power.

 

(cc)         “Regular Record Date” means the fifteenth calendar day, whether or not a Business Day, that precedes the relevant Fixed Rate Interest Payment Date or Floating Rate Interest Payment Date, as applicable.

 

(dd)         “Santander UK Group” means the Guarantor, together with its subsidiary undertakings.

 

(ee)         “Trustee” has the meaning set forth in the introduction to this Supplemental Indenture.

 

(ff)          “UK Bail-in Power” means any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of the BRRD, including but not limited to the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a Regulated Entity (or other Affiliate of such Regulated Entity) can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such Regulated Entity or any other Person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a Regulated Entity may be deemed to have been exercised.

 

ARTICLE 2

THE NOTES

 

Section 2.01.         The following terms relating to the Fixed Rate Notes are hereby established:

 

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(a)           The title of the Fixed Rate Notes shall be “2.500% Notes due 2019”;

 

(b)           The principal amount of the Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $1,650,000,000 (except as otherwise provided in the Indenture);

 

(c)           The Fixed Rate Notes shall be issued on March 14, 2016  (the “Issue Date”) and the principal on the Fixed Rate Notes shall be payable on March 14, 2019 (the “Fixed Rate Notes Maturity Date”);

 

(d)           Interest on the Fixed Rate Notes shall be payable semi-annually at a rate of 2.500% per annum. Interest will be payable in arrears on March 14 and September 14 of each year, beginning on September 14, 2016 (each, a “Fixed Rate Interest Payment Date”), and on the Fixed Rate Notes Maturity Date, to the person in whose name the Fixed Rate Notes are registered at the close of business on the Regular Record Date.  Interest on the Fixed Rate Notes will be calculated as contemplated by Section 3.10 of the Base Indenture.  If any Fixed Rate Interest Payment Date or Redemption Date, or the Fixed Rate Notes Maturity Date, as the case may be, would fall on a day that is not a Business Day, then the Fixed Rate Interest Payment Date or Redemption Date, or the Fixed Rate Notes Maturity Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall accrue and be paid unless the Issuer (or the Guarantor, if applicable) fails to make payment on such next succeeding Business Day;

 

(e)           No premium, upon redemption or otherwise, shall be payable by the Issuer on the Fixed Rate Notes;

 

(f)            Principal of, and any interest on, the Fixed Rate Notes shall be paid to the Holder through the Trustee, as Paying Agent, having offices in New York, New York;

 

(g)           The Fixed Rate Notes shall not be redeemable except as provided in Section 11.08 of the Base Indenture. The Fixed Rate Notes shall not be redeemable at the option of the Holders at any time;

 

(h)           The Issuer shall have no obligation to redeem or purchase the Fixed Rate Notes pursuant to any sinking fund or analogous provision;

 

(i)            The Fixed Rate Notes shall be issued only in denominations of $1,000 and integral multiples of $1,000 in excess thereof;

 

(j)            The Fixed Rate Notes shall be denominated in U.S. Dollars;

 

(k)           The payment of principal of, and interest on, the Fixed Rate Notes shall be payable only in the coin or currency in which the Fixed Rate Notes are denominated which, pursuant to clause (j) above, shall be U.S. Dollars;

 

(l)            The Fixed Rate Notes will be subject to, and each Holder (including each holder of a beneficial interest in the Fixed Rate Notes) acknowledges, accepts, agrees and consents that the Fixed Rate Notes will be subject to, the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. Each Holder of Fixed Rate Notes (including each holder of a beneficial interest in the Fixed Rate Notes) acknowledges, accepts, agrees to be bound by and consents to (i) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority and (ii) the variation, if necessary, of the

 

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terms of the Fixed Rate Notes to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, pursuant to Article 3 of this Supplemental Indenture;

 

(m)          The Fixed Rate Notes will 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 DTC;

 

(n)           Except in limited circumstances, the Fixed Rate Notes will not be issued in definitive form; and

 

(o)           The form of the Fixed Rate Notes shall be evidenced by one or more Global Securities in registered form substantially in the form of Exhibit A to this Supplemental Indenture.

 

Section 2.02.         The following terms relating to the Floating Rate Notes are hereby established:

 

(a)           The title of Floating Rate Notes shall be “Floating Rate Notes due 2019”;

 

(b)           The principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $350,000,000 (except as otherwise provided in the Indenture);

 

(c)           The Floating Rate Notes shall be issued on the Issue Date and the principal on the Floating Rate Notes shall be payable on March 14, 2019 (the “Floating Rate Notes Maturity Date”);

 

(d)           (1) Interest on the Floating Rate Notes shall be payable quarterly at a rate equal to LIBOR plus 1.480% per annum. Interest will be payable quarterly in arrears on March 14, June 14, September 14 and December 14, beginning on June 14, 2016 (each, a “Floating Rate Interest Payment Date”), and the Floating Rate Notes Maturity Date, to the person in whose name the Floating Rate Notes are registered at the close of business on the Regular Record Date. Interest on the Floating Rate Notes will initially bear interest from and including March 14, 2016 , to, but excluding, June 14, 2016 at a rate per year equal to LIBOR plus 1.480% per annum (the “Initial Floating Interest Rate”) as determined by the Calculation Agent. If any Floating Rate Interest Payment Date would fall on a day that is not a Business Day, the Floating Rate Interest Payment Date will be postponed to the next succeeding Business Day and interest thereon will continue to accrue to, but excluding, such succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Floating Rate Interest Payment Date will be the immediately preceding Business Day and interest shall accrue to, but excluding, such preceding Business Day. If the Floating Rate Notes Maturity Date or Redemption Date would fall on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, but no additional interest shall accrue and be paid unless the Issuer (or the Guarantor, if applicable) fails to make payment on such next succeeding Business Day;

 

(2)   The amount of interest accrued on the Floating Rate Notes to each Floating Rate Interest Payment Date will be calculated by multiplying the principal amount of the Floating Rate Notes by an Accrued Interest Factor. The “Accrued Interest Factor” will be equal to the sum of the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each day is equal to the interest rate applicable to that day divided by 360. The interest rate in effect on any Floating Rate Interest Reset Date  will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding Floating Rate Interest Reset Date, or, if none, the Initial Floating Interest Rate;

 

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(3)   The interest rate on the Floating Notes shall be reset quarterly on March 14, June 14, September 14 and December 14, beginning on June 14, 2016 (each, a “Floating Rate Interest Reset Date”); provided that the interest rate in effect from and including March 14, 2016 , to, but excluding, the first Floating Rate Interest Reset Date, will be the Initial Floating Interest Rate;

 

(e)           No premium, upon redemption or otherwise, shall be payable by the Issuer on the Floating Rate Notes;

 

(f)            Principal of, and any interest on, the Floating Rate Notes shall be paid to the Holder through the Trustee, as Paying Agent, having offices in New York, New York;

 

(g)           The Floating Rate Notes shall not be redeemable except as provided in Section 11.08 of the Base Indenture. The Floating Rate Notes shall not be redeemable at the option of the Holders at any time;

 

(h)           The Issuer shall have no obligation to redeem or purchase the Floating Rate Notes pursuant to any sinking fund or analogous provision;

 

(i)            The Floating Rate Notes shall be issued only in denominations of $1,000 and integral multiples of $1,000 in excess thereof;

 

(j)            The Floating Rate Notes shall be denominated in U.S. Dollars;

 

(k)           The payment of principal of, and interest on, the Floating Rate Notes shall be payable only in the coin or currency in which the Floating Rate Notes are denominated which, pursuant to clause (j) above, shall be U.S. Dollars;

 

(l)            The Floating Rate Notes will be subject to, and each Holder (including each holder of a beneficial interest in the Floating Rate Notes) acknowledges, accepts, agrees and consents that the Floating Rate Notes will be subject to, the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. Each Holder of Floating Rate Notes (including each holder of a beneficial interest in the Floating Rate Notes) acknowledges, accepts, agrees to be bound by and consents to (i) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority and (ii) the variation, if necessary, of the terms of the Floating Rate Notes to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, pursuant to Article 3 of this Supplemental Indenture;

 

(m)          The Floating Rate Notes will 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 DTC;

 

(n)           Except in limited circumstances, the Floating Rate Notes will not be issued in definitive form; and

 

(o)           The form of the Floating Rate Notes shall be evidenced by one or more Global Securities in registered form substantially in the form of Exhibit B to this Supplemental Indenture.

 

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ARTICLE 3

UK BAIL-IN POWER

 

Section 3.01.         Agreement with Respect to the Exercise of the UK Bail-in Power.  Notwithstanding any other term of the Notes or this Supplemental Indenture or any other agreements, arrangements or understandings between the Issuer and any Holder (including, for purposes of this provision, each holder of a beneficial interest in the Notes), by its acquisition of the Notes, each Holder acknowledges, accepts, agrees to be bound by and consents to:

 

(a)           the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, whether or not imposed with prior notice, that may include and result in:  (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due on the Notes and/or under the Guarantees into the Issuer’s, the Guarantor’s or another Person’s shares, other securities or other obligations (and the issue to or conferral on the Holder of such shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Notes, the Guarantees or the Base Indenture; (iii) the cancellation of the Notes or the Guarantees; and/or (iv) the amendment or alteration of the maturity of the Notes or the amount of interest payable on the Notes or a payment of any amount under the Guarantees, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

 

(b)           the variation, if necessary, of the terms of the Base Indenture, this Supplemental Indenture, the Notes or the Guarantees to give effect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

 

Section 3.02.         Payment of Amounts Due.  No Amounts Due on the Notes and/or under the Guarantees will become due and payable or be paid after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if and to the extent such Amounts Due have been reduced, converted, cancelled, amended or altered as a result of such exercise.

 

Section 3.03.         Event of Default.  Notwithstanding any other provision of the Base Indenture, this Supplemental Indenture or the Notes, neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer, the Guarantor or another Person, as a result of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Issuer or the Guarantor, nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Notes and/or the Guarantees will be a Default or an Event of Default.

 

Section 3.04.         Duties of the Trustee upon Exercise of the UK Bail-in Power.

 

(a)           By its acquisition of the Notes, each Holder (which, for purposes of this Section 3.04, includes each holder of a beneficial interest in the Senior Debt Securities):

 

(1)   to the extent permitted by the Trust Indenture Act, will waive any and all claims, in law and/or in equity, against the Trustee for, agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Notes and/or the Guarantees;

 

(2)   acknowledges and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part), nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Notes and/or the Guarantees will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or under the terms of this Indenture or the Notes; and

 

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(3)   acknowledges and agrees that, upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority:

 

(A)          the Trustee will not be required to take any further directions from the Holders with respect to any portion of the Notes and/or the Guarantees that are written-down, converted to equity and/or cancelled under Section 5.12 or other sections of the Base Indenture unless secured or indemnified to its satisfaction;

 

(B)          the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority; and

 

(C)          Holders may not direct the Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a UK Bail-In Power or a request to call a meeting or take any other action under the Indenture in connection with the exercise of a UK Bail-In Power unless secured or indemnified to its satisfaction.

 

Section 3.05.         Notwithstanding Section 3.04(a) of this Supplemental Indenture, if, following the completion of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, any Notes  remain Outstanding (for example, if the exercise of the UK Bail-in Power results in only a partial write-down of the principal of the Notes), then the Trustee’s duties under this Supplemental Indenture shall remain applicable with respect to such Notes following such completion to the extent the Issuer, the Guarantor and the Trustee shall agree pursuant to a supplemental indenture or an amendment to this Supplemental Indenture; provided, however, that, notwithstanding the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, so long as any Notes remain Outstanding, there will at all times be a Trustee for the Notes in accordance with this Supplemental Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor Trustee will continue to be governed by this Supplemental Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes remain Outstanding following the completion of the exercise of the UK Bail-in Power.

 

Section 3.06.         DTC.

 

(a)           Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to any series of Notes, the Issuer will provide a written notice to DTC as soon as practicable regarding such exercise of the UK Bail-in Power for the purposes of notifying the Holders of such occurrence. The Issuer will also deliver a copy of such notice to the Trustee for information purposes.

 

(b)           Each Holder (including, for purposes of this provision, each holder of a beneficial interest in the Notes) will authorize, direct and request DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the exercise of the UK Bail-in Power with respect to the Notes and/or the Guarantees as it may be imposed, without any further action or direction on the part of such Holder or the Trustee.

 

Section 3.07.         Supplemental Indentures.  In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Issuer, the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture to modify and amend the terms of the Indenture or the Notes, without the further consent of any Holders of Notes, to the extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power, including each and every consequence arising therefrom referred to in this Article 3. The Issuer and the Guarantor agree not to amend, change or modify this Section 3.07, Section 3.04, Section 3.05,

 

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Section 3.08, Section 3.09 and Section 3.10 and the related rights, immunities, indemnities and protections of the Trustee without the Trustee’s written consent and that any such amendment, change or modification will be made in an amendment to the Indenture and may not be made in the terms of the Notes delivered in connection with a request for issuance prior to amending this Indenture.

 

Section 3.08.         Subsequent Holders’ Agreement.  Each Holder or beneficial owner of the Notes that acquires its Notes in the secondary market shall be deemed to recognize, acknowledge and 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 Notes that acquire the Notes 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 Notes related to the UK Bail-in Power including each and every consequence arising therefrom referred to in this Article 3.

 

Section 3.09.         Compensation and Reimbursement.

 

To the extent that (x) the Issuer’s obligations to reimburse and indemnify the Trustee and each agent, custodian and other Person employed to act hereunder pursuant to Section 6.07 of the Base Indenture are not liabilities of the type listed in section 48B(7A) of the Banking Act 2009 and (y) the Relevant UK Resolution Authority has exercised any UK Bail-in Power in whole or in part with respect to such liabilities, notwithstanding any other term of the Notes or the Indenture or any other agreements, arrangements or understandings between the Issuer and the Trustee and each agent, custodian and other Person employed to act hereunder, the Trustee and each agent, custodian and other Person employed to act hereunder acknowledge, agree to be bound by and consent to the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority in relation to the obligations of the Issuer to the Trustee under Section 6.07 of the Base Indenture. To the extent that the Issuer’s obligations to reimburse and indemnify the Trustee are liabilities of the type listed in section 48B(7A) of the Banking Act 2009, the Issuer’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority. For the avoidance of doubt, any and all amounts due and owing to the Trustee under any provision of the Indenture shall be payable within six (6) days of the date specified for payment or where no date is specified, the date on which the Trustee demands payment in accordance with the applicable provision of the Indenture.

 

Section 3.10.         Survival of indemnity

 

Other than in circumstances where the first sentence of Section 3.09 applies, the Issuer’s obligations to reimburse and indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive the termination of the Indenture, the final payment in full of amounts due with respect to the Notes, and the resignation or removal of the Trustee.

 

ARTICLE 4

MISCELLANEOUS

 

Section 4.01.       Effect of this Supplemental Indenture; Ratification and Integral Part.  This Supplemental Indenture shall become effective upon its execution and delivery.

 

Except as hereby expressly amended with respect to the Notes only, the Base Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. This Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

 

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Section 4.02.         Responsibility for Recitals, Etc.  The recitals herein shall be taken as the statements of the Issuer and the Guarantor, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

 

Section 4.03.         Priority.  This Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, with respect to the Notes and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

 

Section 4.04.         Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, except that the authorization and execution by the Issuer and the Guarantor of this Supplemental Indenture shall be governed by, and construed in accordance with, the laws of England and Wales.

 

Section 4.05.       Counterparts.  This 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.

 

Section 4.06.       Entire Agreement.  This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Base Indenture set forth herein.

 

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

 

 

	
 
    	
ABBEY NATIONAL TREASURY 
   SERVICES PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J Wainwright
    
	
 
    	
 
    	
Name:
    	
J Wainwright
    
	
 
    	
Title: Authorised Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SANTANDER UK PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ A Mazaira
    
	
 
    	
Name: Amaya Mazaira
    
	
 
    	
Title: Authorised Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE BANK OF NEW YORK MELLON,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/P Cattermole
    
	
 
    	
Name: Paul Cattermole
    
	
 
    	
Title: Vice President
    
					


 

12











 

EXHIBIT A

 

FORM OF FIXED RATE NOTE

 

This Security is in global form within the meaning of the Senior Debt Securities Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (“DTC”), or a nominee of DTC, which may be treated by the Issuer, the Guarantor, the Trustee and any agent thereof as owner and holder of this Security for all purposes.

 

Notwithstanding any other term of the Securities represented by this Global Security or the Senior Debt Securities Indenture (as defined herein) or any other agreements, arrangements or understandings between the Issuer and any Holder (including for these purposes each holder of a beneficial interest in the Securities), by its acquisition of the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of any UK Bail-in Power (as defined herein) by the Relevant UK Resolution Authority (as defined herein), whether or not imposed with prior notice, that may include and result in:  (i) the reduction of all, or a portion, of the Amounts Due (as defined herein); (ii) the conversion of all, or a portion, of the Amounts Due on the Securities and/or under the Guarantees into the Issuer’s, the Guarantor’s or another Person’s shares, other securities or other obligations (and the issue to or conferral on the Holder of the Securities of such shares, other securities or other obligations) including by means of an amendment, modification or variation of the terms of the Securities, the Guarantees or the Senior Debt Securities Indenture; (iii) the cancellation of the Securities or the Guarantees; and/or (iv) the amendment or alteration of the maturity of the Securities or the amount of interest payable on the Securities or a payment of any amount due under the Guarantees, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (b) the variation, if necessary, of the terms of the Senior Debt Securities Indenture, the Securities or the Guarantees to give effect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

 

Unless this certificate is presented by an authorized representative of DTC to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is 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.

 

Unless and until it is exchanged in whole or in part for Securities in definitive form in the limited circumstances referred to in the Senior Debt Securities Indenture, this Global Security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

 











 

	
Registered   No. [ ]
    	
Principal Amount: $[ ]
    
	
CUSIP:   002799 AX2  
    	
 
    
	
ISIN:   US002799AX28
    	
 
    


 

ABBEY NATIONAL TREASURY SERVICES PLC

 

2.500% Notes due 2019

 

Fully, Unconditionally and Irrevocably Guaranteed by

 

SANTANDER UK PLC

 

Abbey National Treasury Services plc, a public limited company incorporated in England and Wales (hereinafter called the “Issuer,” which term shall include any successor entity under the Senior Debt Securities Indenture), for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal sum of [   ] DOLLARS ($[   ]) on March 14, 2019 (the “Maturity Date”) and to pay interest thereon from March 14, 2016 , or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 14 and September 14 in each year (each, an “Interest Payment Date”), and on the Maturity Date, commencing on September 14, 2016, at the rate of 2.500% per annum, until the entire principal hereof is paid or made available for payment.

 

The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Senior Debt Securities Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding the related Interest Payment Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of Defaulted Interest to be fixed by the Issuer, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Senior Debt Securities Indenture.

 

Payment of the principal of and interest on and any Additional Amounts in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the principal and interest received by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this Security is not a Global Security, payment of the principal of, interest on and Additional Amounts, if any, in respect of this Security will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Senior Debt Securities Indenture, 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; and provided, further, that at the option of the Issuer payment of interest may be made by (a) check mailed to the address of the Person entitled thereto as such address shall appear in the Senior Debt Security Register or (b) transfer to an account of the Person entitled thereto located inside the United States.

 

If an Interest Payment Date or Redemption Date, or the Maturity Date, as the case may be, would fall on a day that is not a Business Day, then the Interest Payment Date, or Redemption Date, or the Maturity Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the Issuer fails to make payment on such next succeeding Business Day.

 

All amounts of principal, and premium, if any, and interest, on the Securities will be paid by the Issuer without deduction or withholding for, or on account of, any and all present and future 

 

A-2











 

income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the country in which the Issuer is organized 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 fiscal or other laws, regulations and directives.  For the purposes of this Security, the phrase “fiscal or other laws, regulations and directives” shall include any obligation of the Issuer to withhold or deduct from a payment pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto (collectively, “FATCA”).  If deduction or withholding of any such Taxes shall at any time be required by the Taxing Jurisdiction, the Issuer will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest, on the Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, which would have been payable in respect of the Securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such Tax which would not have been payable or due but for the fact that:

 

(i)            the Holder or the beneficial owner of this Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of this Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, on this Security;

 

(ii)           except in the case of a winding-up of the Issuer in the United Kingdom, this Security is presented (where presentation is required) for payment in the United Kingdom;

 

(iii)          this 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 such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period;

 

(iv)          the Holder or the beneficial owner of this Security or the beneficial owner of any payment of (or in respect of) principal of, or interest, on this Security failed to comply with a request of the Issuer 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 information 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 such tax, assessment or other governmental charge;

 

(v)           this Security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) this Security to another paying agent in a Member State of the European Union; or

 

(vi)          any combination of subclauses (i) through (v) above;

 

nor shall Additional Amounts be paid with respect to the principal of, and interest on, the Securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership 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 

 

A-3











 

it been the holder.  For the avoidance of doubt, all payments in respect of the Securities will be made  subject to any withholding or deduction required pursuant to any fiscal or other laws, regulations and directives, including FATCA, and the Issuer shall not be required to pay Additional Amounts with respect to the principal of, interest and any other payments on, the Securities on account of any such deduction or withholding required pursuant to FATCA.

 

Whenever in this Security there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, on, or in respect of, the Securities such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions hereof 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.

 

A “Business Day” is any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

 

Additional provisions of this Security are set forth following the signature page hereof, which 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 or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Senior Debt Securities Indenture or be valid or obligatory for any purpose.

 

[The remainder of this page has been left blank intentionally]

 

A-4











 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed this [   ] day of [   ], [   ].

 

	
 
    	
ABBEY NATIONAL TREASURY SERVICES PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Senior Debt Securities Indenture.

 

	
Dated:
    	
 
    
	
 
    	
 
    
	
THE BANK OF NEW YORK MELLON,
    	
 
    
	
as Trustee
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Authorized Signatory
    	
 
    
	
 
    	
 
    


 

A-5











 

GUARANTEE

 

OF

 

SANTANDER UK PLC

 

For value received, Santander UK plc, a public limited company incorporated under the laws of England and Wales (the “Guarantor,” which term includes any Person as a successor Guarantor under the Senior Debt Securities Indenture referred to in the Senior Debt Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Senior Debt Security upon which this Guarantee is endorsed the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Debt Security, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Senior Debt Security and of the Senior Debt Securities Indenture.  In case of the failure of Abbey National Treasury Services plc, a public limited company incorporated in England and Wales (the “Issuer,” which term shall include any successor entity under the Senior Debt Securities Indenture), to punctually pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Issuer.

 

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.

 

All payments of principal of and premium, if any, and interest, if any on, or in respect of, such Senior Debt Security shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future income, stamp and other Taxes  now or hereinafter imposed or levied, collected, withheld or assessed by or on behalf of the United Kingdom, or the jurisdiction of residence or incorporation of the Guarantor, or any political subdivision or taxing authority thereof or therein (the “Guarantor Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by fiscal or other laws, regulations and directives.  For the purposes of this Guarantee, the phrase “fiscal or other laws, regulations and directives” shall include any obligation of the Guarantor to withhold or deduct from a payment pursuant to an agreement described in Section 1471(b) of Code or otherwise imposed pursuant to FATCA. If a withholding or deduction at source is required, the Guarantor shall, subject to the same limitations and exceptions set forth in the Senior Debt Securities Indenture, pay to the Holder of such Senior Debt Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Senior Debt Security and the Senior Debt Securities Indenture to be then due and payable.  For the avoidance of doubt, all payments in respect of such Senior Debt Security will be made subject to any withholding or deduction required pursuant to any fiscal or other laws, regulations and directives, including FATCA, and the Guarantor shall not be required to pay Additional Amounts with respect to the principal of, interest and any other payments on, such Senior Debt Security on account of any such deduction or withholding required pursuant to FATCA.

 

The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Senior Debt Security or the Senior Debt Securities Indenture, any failure to enforce the provisions of such Senior Debt Security or the Senior Debt Securities Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Senior Debt Security or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor.  The Guarantor hereby

 

A-6











 

waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Senior Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any Additional Amounts with respect to, the Senior Debt Securities and the complete performance of all other obligations contained in such Senior Debt Security.  The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Senior Debt Securities Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

 

This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on such Senior Debt Security, in whole or in part, is rescinded or must otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise.

 

The Guarantor shall be subrogated to all rights of the Holder of such Senior Debt Security against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on, and any Additional Amounts with respect to, such Senior Debt Security shall have been paid in full.

 

As a separate and alternative stipulation, the Guarantor unconditionally and irrevocably agrees that any sum expressed to be payable by the Issuer under the Senior Debt Securities Indenture or such Senior Debt Security but which is for any reason (whether or not now known or becoming known to the Issuer, the Guarantor, the Trustee or any Holder of such Senior Debt Security) not recoverable from the Guarantor on the basis of a Guarantee will nevertheless be recoverable from it as if it were the sole principal debtor and will be paid by it to the Trustee on demand.  This indemnity constitutes a separate and independent obligation from the other obligations in the Senior Debt Securities Indenture, gives rise to a separate and independent cause of action and will apply irrespective of any indulgence granted by the Trustee or any Holder of such Senior Debt Security.

 

The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Issuer under the Senior Debt Securities Indenture with respect to such Senior Debt Security and under such Senior Debt Security if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.  Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Issuer and the Issuer shall be released from its liabilities under the Senior Debt Securities Indenture and under such Senior Debt Security as obligor on such Senior Debt Security.  The Guarantor shall assume all of the rights and obligations of the Issuer under the Senior Debt Securities Indenture with respect to such Senior Debt Security and under such Senior Debt Security if, upon a default by the Issuer in the due and punctual payment of the principal, premium, if any, or interest on such Senior Debt Security, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 12.01 of the Senior Debt Securities Indenture with respect to such Senior Debt Security.  Such assumption shall result in such Senior Debt Security becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of such Senior Debt Security.  Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Issuer, and the Issuer shall be released from its liabilities hereunder and under such Senior Debt Security as obligor on such Senior Debt Security.

 

A-7











 

No reference herein to such Senior Debt Securities Indenture and no provision of such Senior Debt Securities Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, interest on and Additional Amounts payable in respect of the Senior Debt Security upon which this Guarantee is endorsed.

 

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Senior Debt Security shall have been executed by manual or facsimile signature by or on behalf of the Trustee under such Senior Debt Securities Indenture.

 

All terms used in this Guarantee that are defined in such Senior Debt Securities Indenture and not otherwise defined herein shall have the meanings assigned to them in such Senior Debt Securities Indenture.

 

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

 

[The remainder of this page has been left blank intentionally]

 

A-8












 

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this [   ] day of [   ], [   ].

 

	
 
    	
SANTANDER UK PLC, 
   as the Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
 
    
	
 
    	
 
    	
Name: 
    
	
 
    	
 
    	
Title:
    


 

A-9











 

2.500% Notes due 2019

 

This Security is one or all of a duly authorized issue of securities of the Issuer (herein called the “Securities”), initially limited in aggregate principal amount to $1,650,000,000, issued and to be issued in one or more series under an Indenture, dated as of April 27, 2011 (herein called the “Original Senior Debt Securities Indenture”), among the Issuer, Santander UK plc, as Guarantor (the “Guarantor”) and The Bank of New York Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Original Senior Debt Securities Indenture ), as supplemented by the Second Supplemental Indenture, dated as of September 10, 2014 (the “Second Supplemental Indenture”) and the Sixth Supplemental Indenture, dated as of March 14, 2016 (the “Sixth Supplemental Indenture” and, together with the Original Senior Debt Securities Indenture and the Second Supplemental Indenture, the “Senior Debt Securities Indenture”), to which Senior Debt Securities Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one or all of the series designated as the “2.500% Notes due 2019.”

 

As provided in and subject to the provisions of the Senior Debt Securities Indenture, the Issuer and, if applicable, the Guarantor will have the option to redeem the Securities in whole on any Interest Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of the Securities to the date fixed for redemption (or, in the case of Original Issue Discount Securities, the accreted face amount thereof, together with accrued interest, if any), if, at any time, the Issuer (or, if applicable, the Guarantor) 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, based upon a written legal opinion of independent United Kingdom counsel of recognized standing as set forth in the Senior Debt Securities Indenture, any change in the official 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 a date included in the terms of such Securities:

 

(a)           in making payment under the Securities in respect of principal or premium, if any, or interest, if any, it (or the Guarantor, if applicable) has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

 

(b)           any payment of Interest on an Interest Payment Date in respect of the Securities has been treated as a “distribution”, or the payment of interest on the next Interest Payment Date in respect of any of the Securities would be treated as a “distribution,” in each case within the meaning of Section 1000 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 an Interest Payment Date the Issuer (or the Guarantor, if applicable) was not entitled, or on the next Interest Payment Date the Issuer (or the Guarantor, if applicable) 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 Issuer would be materially reduced).

 

In the event of a redemption as described in the paragraphs above, notice of such redemption to the Holders of the Securities of any series to be redeemed in whole but not in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of the Securities of such series at their last addresses as they shall appear upon the Senior Debt Security Register of the Issuer.

 

A-10











 

The Senior Debt Securities Indenture contains provisions for satisfaction and discharge of the Senior Debt Securities Indenture applicable to the Issuer and the Guarantor, in each case, upon compliance by the Issuer and the Guarantor with certain conditions set forth in the Senior Debt Securities Indenture, which provisions apply to this Security.

 

If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Senior Debt Securities Indenture.

 

As provided in and subject to the provisions of the Senior Debt Securities Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Senior Debt Securities Indenture or for the appointment of an administrator, receiver or trustee or for any other remedy thereunder, unless such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to such Security specifying such Event of Default and stating that such notice is a “Notice of Default” under the Senior Debt Securities Indenture; the Holders of not less than 25% in aggregate principal amount of such Security shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder; such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; the Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding; and no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of such Security.  The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein.

 

The Senior Debt Securities Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities under the Senior Debt Securities Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities affected by such amendment.  The Senior Debt Securities Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders of all Securities, to waive compliance by the Issuer or the Guarantor, or both, with certain provisions of the Senior Debt Securities Indenture and certain past defaults under the Senior Debt Securities Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

No reference herein to the Senior Debt Securities Indenture and no provision of this Security or of the Senior Debt Securities Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

The Issuer may, from time to time, without the consent of the Holders of the Securities, issue additional Securities of this series, guaranteed by the Guarantor, having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms, except for the price to the public and issue date and first Interest Payment Date, as this Security; provided, however, that such additional Securities must be either treated as part of the same issue of debt instruments for U.S. federal income tax purposes or be issued with an issue price that is no less than the adjusted issue price of this Security at the time of issuance of such additional Securities for U.S. federal income tax purposes.  Any such additional Securities, together with this Security, will constitute a single series of Senior Debt Securities under the Senior Debt Securities Indenture.

 

A-11











 

As provided in the Senior Debt Securities Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place of payment where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Senior Debt Security Registrar duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations containing identical terms and provisions, of a like aggregate principal amount, will be issued to the designated transferee or transferees.

 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof.  As provided in the Senior Debt Securities Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

 

No service charge shall be made for any such registration of transfer or exchange, but, subject to certain exceptions set forth in the Senior Debt Securities Indenture, the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

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

 

The obligations of the Issuer and the Guarantor under the Senior Debt Securities Indenture and this Security and all documents delivered in the name of the Issuer or the Guarantor, as the case may be, in connection herewith and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the Issuer or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and all persons including the Trustee shall look solely to the assets of the Issuer and the Guarantor for the payment of any claim thereunder or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the Issuer or the Guarantor or any of them or any of their personal assets for such satisfaction.  The performance of the obligations of the Issuer and the Guarantor under the Senior Debt Securities Indenture and this Security and all documents delivered in the name of the Issuer or the Guarantor, as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Issuer or the Guarantor or their respective directors or shareholders under the Issuer’s or the Guarantor’s respective Memorandum and Articles of Association.

 

Notwithstanding any other term of the Securities or the Senior Debt Securities Indenture or any other agreements, arrangements or understandings between the Issuer and any Holder of the Securities (including for these purposes each holder of a beneficial interest in the Securities), by its acquisition of the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by and consents to:

 

(a) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, whether or not imposed with prior notice, that may include and result in:  (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due on the Securities and/or under the Guarantees into the Issuer’s, the Guarantor’s or another Person’s shares, other securities or other obligations (and the issue to or conferral on the Holder of the Securities of such shares, other securities or other obligations) including by means of an amendment, modification or variation of the terms of the Securities, the Guarantees or the Senior Debt Securities Indenture; (iii) the cancellation of the Securities or the Guarantees; and/or (iv) the amendment or 

 

A-12











 

alteration of the maturity of the Securities or the amount of interest payable on the Securities or a payment of any amount under the Guarantees, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

 

(b) the variation, if necessary, of the terms of the Senior Debt Securities Indenture, the Securities or the Guarantees to give effect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

 

No Amounts Due on the Securities and/or under the Guarantees will become due and payable or be paid after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if and to the extent such Amounts Due have been reduced, converted, cancelled, amended or altered as a result of such exercise.

 

Notwithstanding any other provision of the Senior Debt Securities Indenture or the Securities, neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer, the Guarantor or another Person, as a result of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Issuer or the Guarantor, nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees will be a default or an Event of Default.

 

By its acquisition of the Securities, each Holder of the Securities (which for these purposes includes each holder of a beneficial interest in the Securities):

 

(i) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees;

 

(ii) acknowledges and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part), nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or under the terms of the Senior Debt Securities Indenture or the Notes; and

 

(iii) acknowledges and agrees that, upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority:

 

(A) the Trustee shall not be required to take any further directions from the Holders of the Securities with respect to any portion of the Securities and/or the Guarantees that are written-down, converted to equity and/or cancelled under Section 5.12 or other sections of the Senior Debt Securities Indenture or the terms of the Notes unless secured or indemnified to its satisfaction,

 

(B) the Senior Debt Securities Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, and

 

(C) Holders may not direct the Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a UK Bail-In Power or a request to call a meeting or take any other action under the Indenture in connection with the exercise of a UK Bail-In Power unless secured or indemnified to its satisfaction.

 

Notwithstanding clause (iii), if, following the completion of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, the Securities remain Outstanding (for example, if the exercise of the UK Bail-in Power results in only a partial write-down of the principal of the 

 

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Securities), then the Trustee’s duties under the Senior Debt Securities Indenture shall remain applicable with respect to such Securities following such completion to the extent the Issuer, the Guarantor and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Senior Debt Securities Indenture; provided, however, that, notwithstanding the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, so long as the Securities remain Outstanding, there will at all times be a Trustee for the Securities in accordance with, Section 6.09 of the Senior Debt Securities Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor Trustee will continue to be governed by Sections 6.10 and 6.11 of the Senior Debt Securities Indenture, respectively, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Securities remain Outstanding following the completion of the exercise of the UK Bail-in Power.

 

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Original Debt Securities Indenture, the Issuer, the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture to modify and amend the terms of the Original Debt Securities Indenture or the Senior Debt Securities to the extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power, including each and every consequence arising therefrom referred to in Article 3 of the Sixth Supplemental Indenture, without the further consent of any Holders of Notes.

 

EACH HOLDER OR BENEFICIAL OWNER OF THE SECURITIES THAT ACQUIRES ITS SECURITIES IN THE SECONDARY MARKET SHALL BE DEEMED TO RECOGNIZE, ACKNOWLEDGE AND AGREE TO BE BOUND BY AND CONSENT TO THE SAME PROVISIONS SPECIFIED IN THE SENIOR DEBT SECURITIES INDENTURE TO THE SAME EXTENT AS THE HOLDERS 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 RELATED TO THE UK BAIL-IN POWER.

 

Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities, the Issuer will provide a written notice to DTC as soon as practicable regarding such exercise of the UK Bail-in Power for the purposes of notifying the Holders of such occurrence. The Issuer will also deliver a copy of such notice to the Trustee for information purposes. Each Holder of the Securities (including for these purposes each holder of a beneficial interest in the Securities) shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of the UK 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 the Trustee.

 

“UK Bail-in Power” means any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms as amended from time to time (“BRRD”), including but not limited to the UK Banking Act 2009, as the same may be amended from time to time and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a Regulated Entity (or other Affiliate of such Regulated Entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such Regulated Entity or any other Person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a Regulated Entity may be deemed to have been exercised.

 

“Regulated Entity” means any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.

 

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“Relevant UK Resolution Authority” means the Bank of England or any other authority with the ability to exercise a UK Bail-in Power.

 

“Amounts Due” means the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the debt securities (including payment of interest on the debt securities or a payment of any amount under the Guarantees). References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the Relevant UK Resolution Authority.

 

All terms used in this Security that are defined in the Senior Debt Securities Indenture and not otherwise defined herein shall have the meanings assigned to them in the Senior Debt Securities Indenture.

 

The Senior Debt Securities Indenture and the Securities, including this Security, shall be governed by and construed in accordance with the law of the State of New York.

 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of the Securities.  No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

 

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ASSIGNMENT FORM

 

FOR VALUE RECEIVED, the undersigned hereby
 sells, assigns and transfers unto

 

PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE

 

	
 
    	
 
    


 

	
 
    


 

(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)

 

	
 
    


 

the within Security of the company and                          hereby does irrevocably constitute and appoint

 

	
 
    


 

attorney to transfer said Security on the books of the within-named company with full power of substitution in the premises.

	
 
    
	
Dated:
    	
 
    
	
 
    	
 
    
	
Signature
    	
 
    


 

NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.

 

	
Signature Guaranteed:
    	
 
    


 

NOTICE: Signature(s) must be guaranteed by an “eligible guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).

 

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EXHIBIT B

 

FORM OF FLOATING RATE NOTE

 

This Security is in global form within the meaning of the Senior Debt Securities Indenture hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (“DTC”), or a nominee of DTC, which may be treated by the Issuer, the Guarantor, the Trustee and any agent thereof as owner and holder of this Security for all purposes.

 

Notwithstanding any other term of the Securities represented by this Global Security or the Senior Debt Securities Indenture (as defined herein) or any other agreements, arrangements or understandings between the Issuer and any Holder (including for these purposes each holder of a beneficial interest in the Securities), by its acquisition of the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of any UK Bail-in Power (as defined herein) by the Relevant UK Resolution Authority (as defined herein), whether or not imposed with prior notice, that may include and result in:  (i) the reduction of all, or a portion, of the Amounts Due (as defined herein); (ii) the conversion of all, or a portion, of the Amounts Due on the Securities and/or under the Guarantees into the Issuer’s, the Guarantor’s or another Person’s shares, other securities or other obligations (and the issue to or conferral on the Holder of the Securities of such shares, other securities or other obligations) including by means of an amendment, modification or variation of the terms of the Securities, the Guarantees or the Senior Debt Securities Indenture; (iii) the cancellation of the Securities or the Guarantees; and/or (iv) the amendment or alteration of the maturity of the Securities or the amount of interest payable on the Securities or a payment of any amount due under the Guarantees, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (b) the variation, if necessary, of the terms of the Senior Debt Securities Indenture, the Securities or the Guarantees to give effect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

 

Unless this certificate is presented by an authorized representative of DTC to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is 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.

 

Unless and until it is exchanged in whole or in part for Securities in definitive form in the limited circumstances referred to in the Senior Debt Securities Indenture, this Global Security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary.

 

B-1











 

	
Registered No. [    ]
    	
 
    	
Principal Amount: $[    ]
    
	
CUSIP: 002799 AY0

ISIN: US002799AY01
    	
 
    	
 
    


 

ABBEY NATIONAL TREASURY SERVICES PLC

 

Floating Rate Notes due 2019

 

Fully, Unconditionally and Irrevocably Guaranteed by

 

SANTANDER UK PLC

 

Abbey National Treasury Services plc, a public limited company incorporated in England and Wales (hereinafter called the “Issuer,” which term shall include any successor entity under the Senior Debt Securities Indenture), for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal sum of [   ] DOLLARS ($[   ]) on March 14, 2019 (the “Maturity Date”) and to pay interest thereon from March 14, 2016, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly in arrears on March 14, June 14, September 14 and December 14 in each year (each, an “Interest Payment Date”), and on the Maturity Date, commencing on June 14, 2016 to, but excluding, the next Interest Payment Date or Maturity Date, as the case may be.  This Security will bear interest from March 14, 2016, to, but excluding, June 14, 2016, at an initial interest rate of LIBOR (as defined on the reverse hereof) plus 1.480% per annum and thereafter at an interest rate that will be reset quarterly on March 14, June 14, September 14 and December 14 of each year (each, an “Interest Reset Date”), commencing June 14, 2016, equal to LIBOR plus 1.480% per annum, until the entire principal hereof is paid or made available for payment.

 

The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Senior Debt Securities Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding the related Interest Payment Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of Defaulted Interest to be fixed by the Issuer, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Senior Debt Securities Indenture.

 

Payment of the principal of and interest on and any Additional Amounts in respect of this Global Security will be paid to DTC for the purpose of permitting DTC to credit the principal and interest received by it in respect of this Global Security to the accounts of the beneficial owners thereof; provided, however, that if this Security is not a Global Security, payment of the principal of, interest on and Additional Amounts, if any, in respect of this Security will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Senior Debt Securities Indenture, 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; and provided, further, that at the option of the Issuer payment of interest may be made by (a) check mailed to the address of the Person entitled thereto as such address shall appear in the Senior Debt Security Register or (b) transfer to an account of the Person entitled thereto located inside the United States.

 

If any Interest Payment Date for this Security would fall on a day that is not a Business Day, then the Interest Payment Date will be postponed to the next succeeding Business Day and interest

 

B-2











 

thereon will continue to accrue to but excluding such succeeding Business Day, except that if that  Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day and interest thereon will accrue to but excluding such preceding Business Day.  If the Maturity Date or Redemption Date would fall on a day that is not a Business Day, then the payment of interest and principal will be made on the next succeeding Business Day, but no additional interest shall be paid unless the Issuer fails to make payment on such next succeeding Business Day.

 

If any Interest Reset Date would fall on a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.

 

All amounts of principal, and premium, if any, and interest, on the Securities will be paid by the Issuer without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the country in which the Issuer is organized 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 fiscal or other laws, regulations and directives.  For the purposes of this Security, the phrase “fiscal or other laws, regulations and directives” shall include any obligation of the Issuer to withhold or deduct from a payment pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto (collectively, “FATCA”).  If deduction or withholding of any such Taxes shall at any time be required by the Taxing Jurisdiction, the Issuer will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest, on the Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, which would have been payable in respect of the Securities had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any such Tax which would not have been payable or due but for the fact that:

 

(i)                                     the Holder or the beneficial owner of this Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of this Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, on this Security;

 

(ii)                                  except in the case of a winding-up of the Issuer in the United Kingdom, this Security is presented (where presentation is required) for payment in the United Kingdom;

 

(iii)                               this 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 such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period;

 

(iv)                              the Holder or the beneficial owner of this Security or the beneficial owner of any payment of (or in respect of) principal of, or interest, on this Security failed to comply with a request of the Issuer 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 information requirement, which in the case of (x) or (y), is required or imposed by a statute,

 

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treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

 

(v)                                 this Security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) this Security to another paying agent in a Member State of the European Union; or

 

(vi)                              any combination of subclauses (i) through (v) above;

 

nor shall Additional Amounts be paid with respect to the principal of, and interest on, the Securities to any holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership 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.  For the avoidance of doubt, all payments in respect of the Securities will be made subject to any withholding or deduction required pursuant to any fiscal or other laws, regulations and directives, including FATCA, and the Issuer shall not be required to pay Additional Amounts with respect to the principal of, interest and any other payments on, the Securities on account of any such deduction or withholding required pursuant to FATCA.

 

Whenever in this Security there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, on, or in respect of, the Securities such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions hereof 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.

 

A “Business Day” is any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

 

Additional provisions of this Security are set forth following the signature page hereof, which 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 or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Senior Debt Securities Indenture or be valid or obligatory for any purpose.

 

[The remainder of this page has been left blank intentionally]

 

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed this [   ] day of [   ],[   ].

 

	
 
    	
ABBEY NATIONAL TREASURY SERVICES PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
				


 

CERTIFICATE OF AUTHENTICATION

 

This is one of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Senior Debt Securities Indenture.

 

	
Dated:
    	
 
    
	
 
    	
 
    
	
THE BANK OF NEW YORK MELLON,
    	
 
    
	
as Trustee
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
Authorized Signatory
    	
 
    


 

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GUARANTEE

 

OF

 

SANTANDER UK PLC

 

For value received, Santander UK plc, a public limited company incorporated under the laws of England and Wales (the “Guarantor,” which term includes any Person as a successor Guarantor under the Senior Debt Securities Indenture referred to in the Senior Debt Security upon which this Guarantee is endorsed), hereby unconditionally and irrevocably guarantees to the Holder of the Senior Debt Security upon which this Guarantee is endorsed the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Debt Security, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Senior Debt Security and of the Senior Debt Securities Indenture.  In case of the failure of Abbey National Treasury Services plc, a public limited company incorporated in England and Wales (the “Issuer,” which term shall include any successor entity under the Senior Debt Securities Indenture), to punctually pay any such principal, premium, interest or Additional Amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Issuer.

 

The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.

 

All payments of principal of and premium, if any, and interest, if any on, or in respect of, such Senior Debt Security shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future income, stamp and other Taxes now or hereinafter imposed or levied, collected, withheld or assessed by or on behalf of the United Kingdom, or the jurisdiction of residence or incorporation of the Guarantor, or any political subdivision or taxing authority thereof or therein (the “Guarantor Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by fiscal or other laws, regulations and directives.  For the purposes of this Guarantee, the phrase “fiscal or other laws, regulations and directives” shall include any obligation of the Guarantor to withhold or deduct from a payment pursuant to an agreement described in Section 1471(b) of Code or otherwise imposed pursuant to FATCA. If a withholding or deduction at source is required, the Guarantor shall, subject to the same limitations and exceptions set forth in the Senior Debt Securities Indenture, pay to the Holder of such Senior Debt Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Senior Debt Security and the Senior Debt Securities Indenture to be then due and payable.  For the avoidance of doubt, all payments in respect of such Senior Debt Security will be made subject to any withholding or deduction required pursuant to any fiscal or other laws, regulations and directives, including FATCA, and the Guarantor shall not be required to pay Additional Amounts with respect to the principal of, interest and any other payments on, such Senior Debt Security on account of any such deduction or withholding required pursuant to FATCA.

 

The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Senior Debt Security or the Senior Debt Securities Indenture, any failure to enforce the provisions of such Senior Debt Security or the Senior Debt Securities Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Senior Debt Security or the Trustee, the recovery of any judgment against the Issuer or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor.  The Guarantor hereby

 

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waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to any such Senior Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any Additional Amounts with respect to, the Senior Debt Securities and the complete performance of all other obligations contained in such Senior Debt Security.  The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Senior Debt Securities Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

 

This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on such Senior Debt Security, in whole or in part, is rescinded or must otherwise be restored to the Issuer or the Guarantor upon the bankruptcy, liquidation or reorganization of the Issuer or otherwise.

 

The Guarantor shall be subrogated to all rights of the Holder of such Senior Debt Security against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on, and any Additional Amounts with respect to, such Senior Debt Security shall have been paid in full.

 

As a separate and alternative stipulation, the Guarantor unconditionally and irrevocably agrees that any sum expressed to be payable by the Issuer under the Senior Debt Securities Indenture or such Senior Debt Security but which is for any reason (whether or not now known or becoming known to the Issuer, the Guarantor, the Trustee or any Holder of such Senior Debt Security) not recoverable from the Guarantor on the basis of a Guarantee will nevertheless be recoverable from it as if it were the sole principal debtor and will be paid by it to the Trustee on demand.  This indemnity constitutes a separate and independent obligation from the other obligations in the Senior Debt Securities Indenture, gives rise to a separate and independent cause of action and will apply irrespective of any indulgence granted by the Trustee or any Holder of such Senior Debt Security.

 

The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Issuer under the Senior Debt Securities Indenture with respect to such Senior Debt Security and under such Senior Debt Security if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing.  Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Issuer and the Issuer shall be released from its liabilities under the Senior Debt Securities Indenture and under such Senior Debt Security as obligor on such Senior Debt Security.  The Guarantor shall assume all of the rights and obligations of the Issuer under the Senior Debt Securities Indenture with respect to such Senior Debt Security and under such Senior Debt Security if, upon a default by the Issuer in the due and punctual payment of the principal, premium, if any, or interest on such Senior Debt Security, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 12.01 of the Senior Debt Securities Indenture with respect to such Senior Debt Security.  Such assumption shall result in such Senior Debt Security becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of such Senior Debt Security.  Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Issuer, and the Issuer shall be released from its liabilities hereunder and under such Senior Debt Security as obligor on such Senior Debt Security.

 

B-7











 

No reference herein to such Senior Debt Securities Indenture and no provision of such Senior Debt Securities Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the principal of, interest on and Additional Amounts payable in respect of the Senior Debt Security upon which this Guarantee is endorsed.

 

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Senior Debt Security shall have been executed by manual or facsimile signature by or on behalf of the Trustee under such Senior Debt Securities Indenture.

 

All terms used in this Guarantee that are defined in such Senior Debt Securities Indenture and not otherwise defined herein shall have the meanings assigned to them in such Senior Debt Securities Indenture.

 

This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

 

[The remainder of this page has been left blank intentionally]

 

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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this [   ] day of [   ], [   ].

 

	
 
    	
SANTANDER UK PLC,
    
	
 
    	
as the Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

B-9












 

Floating Rate Notes due 2019

 

This Security is one or all of a duly authorized issue of securities of the Issuer (herein called the “Securities”), initially limited in aggregate principal amount to $350,000,000, issued and to be issued in one or more series under an Indenture, dated as of April 27, 2011 (herein called the “Original Senior Debt Securities Indenture”), among the Issuer, Santander UK plc, as Guarantor (the “Guarantor”) and The Bank of New York Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Original Senior Debt Securities Indenture), as supplemented by the Second Supplemental Indenture, dated as of September 10, 2014 (the “Second Supplemental Indenture”) and the Sixth Supplemental Indenture, dated as of March 14, 2016  (the “Sixth Supplemental Indenture” and, together with the Original Senior Debt Securities Indenture and the Second Supplemental Indenture, the “Senior Debt Securities Indenture”), to which Senior Debt Securities Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one or all of the series designated as the “Floating Rate Notes due 2019.”

 

The calculation agent, who shall be The Bank of New York Mellon, or its successor appointed by the Issuer, will determine the initial interest rate by reference to LIBOR on the second London Banking Day preceding the issue date and the interest rate for each succeeding Interest Reset Date by reference to LIBOR on the second London Banking Day preceding the applicable Interest Reset Date (each, an “Interest Determination Date”).  Promptly upon such determination, the calculation agent will notify the Issuer and the Trustee (if the calculation agent is not the same entity as the Trustee) of the new interest rate.  Upon the request of a holder of this Security, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date.

 

“BBA” means the British Bankers’ Association.

 

A “London Banking Day” means any day on which dealings in U.S. Dollars are transacted in the London interbank market.

 

“LIBOR” means, as of any Interest Determination Date:

 

(1)                     the offered quotation to leading banks in the London interbank market for three-month U.S. Dollar deposits (i) as defined by (A) the BBA, (B) its successor in such capacity, such as NYSE Euronext Rate Administration Ltd., or (C) such other person assuming the responsibility of the BBA or its successor in calculating the London Inter-Bank Offered Rate in the event the BBA or its successor no longer do so, and (ii) as calculated by their appointed calculation agent and published, as such rate appears on either the Reuters Monitor Money Rates Service page LIBOR01 (or a successor page on such service) or, if such rate is not available, on such other information system that provides such information, in each case as of 11:00 a.m., London time, on such Interest Determination Date;

 

(2)                     if no such rate is so published, then the rate for such Interest Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month U.S. Dollar deposits quoted by the Reference Banks to the calculation agent as of 11:00 a.m., London time, on such Interest Determination Date (it being understood that at least two such quotes must have been so provided to the calculation agent); or

 

B-10











 

(3)                     if LIBOR cannot be determined on such Interest Determination Date using the foregoing methods, then LIBOR on such Interest Determination Date shall be LIBOR in effect as determined using the foregoing methods for the first calendar day preceding such Interest Determination Date on which LIBOR can be so determined.

 

“Reference Banks” means each of four major reference banks in the London interbank market, as selected by the Issuer or the Guarantor.

 

The amount of interest accrued on this Security to each Interest Payment Date will be calculated by multiplying the principal amount of this Security by an accrued interest factor.  The accrued interest factor will be equal to the sum of the interest factors calculated for each day in the period for which interest is being paid.  The interest factor for each day is equal to the interest rate applicable to that day divided by 360.  The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on that date.  The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date, or, if none, the initial interest rate.

 

As provided in and subject to the provisions of the Senior Debt Securities Indenture, the Issuer and, if applicable, the Guarantor will have the option to redeem the Securities in whole on any Interest Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of the Securities to the date fixed for redemption (or, in the case of Original Issue Discount Securities, the accreted face amount thereof, together with accrued interest, if any), if, at any time, the Issuer (or, if applicable, the Guarantor) 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, based upon a written legal opinion of independent United Kingdom counsel of recognized standing as set forth in the Senior Debt Securities Indenture, any change in the official 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 a date included in the terms of such Securities:

 

(a)           in making payment under the Securities in respect of principal or premium, if any, or interest, if any, it (or the Guarantor, if applicable) has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;

 

(b)           any payment of Interest on an Interest Payment Date in respect of the Securities has been treated as a “distribution”, or the payment of interest on the next Interest Payment Date in respect of any of the Securities would be treated as a “distribution,” in each case within the meaning of Section 1000 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 an Interest Payment Date the Issuer (or the Guarantor, if applicable) was not entitled, or on the next Interest Payment Date the Issuer (or the Guarantor, if applicable) 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 Issuer would be materially reduced).

 

In the event of a redemption as described in the paragraphs above, notice of such redemption to the Holders of the Securities of any series to be redeemed in whole but not in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of the Securities of such series at their last addresses as they shall appear upon the Senior Debt Security Register of the Issuer.

 

The Senior Debt Securities Indenture contains provisions for satisfaction and discharge of the Senior Debt Securities Indenture applicable to the Issuer and the Guarantor, in each case, upon compliance by the Issuer and the Guarantor with certain conditions set forth in the Senior Debt Securities Indenture, which provisions apply to this Security.

 

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If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Senior Debt Securities Indenture.

 

As provided in and subject to the provisions of the Senior Debt Securities Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Senior Debt Securities Indenture or for the appointment of an administrator, receiver or trustee or for any other remedy thereunder, unless such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to such Security specifying such Event of Default and stating that such notice is a “Notice of Default” under the Senior Debt Securities Indenture; the Holders of not less than 25% in aggregate principal amount of such Security shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder; such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; the Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security has failed to institute any such proceeding; and no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of such Security.  The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein.

 

The Senior Debt Securities Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities under the Senior Debt Securities Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities affected by such amendment.  The Senior Debt Securities Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders of all Securities, to waive compliance by the Issuer or the Guarantor, or both, with certain provisions of the Senior Debt Securities Indenture and certain past defaults under the Senior Debt Securities Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 

No reference herein to the Senior Debt Securities Indenture and no provision of this Security or of the Senior Debt Securities Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

The Issuer may, from time to time, without the consent of the Holders of the Securities, issue additional Securities of this series, guaranteed by the Guarantor, having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms, except for the price to the public and issue date and first Interest Payment Date, as this Security; provided, however, that such additional Securities must be either treated as part of the same issue of debt instruments for U.S. federal income tax purposes or be issued with an issue price that is no less than the adjusted issue price of this Security at the time of issuance of such additional Securities for U.S. federal income tax purposes.  Any such additional Securities, together with this Security, will constitute a single series of Senior Debt Securities under the Senior Debt Securities Indenture.

 

As provided in the Senior Debt Securities Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place of payment where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Senior Debt

 

B-12











 

Security Registrar duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations containing identical terms and provisions, of a like aggregate principal amount, will be issued to the designated transferee or transferees.

 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof.  As provided in the Senior Debt Securities Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.

 

No service charge shall be made for any such registration of transfer or exchange, but, subject to certain exceptions set forth in the Senior Debt Securities Indenture, the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

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

 

The obligations of the Issuer and the Guarantor under the Senior Debt Securities Indenture and this Security and all documents delivered in the name of the Issuer or the Guarantor, as the case may be, in connection herewith and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the Issuer or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and all persons including the Trustee shall look solely to the assets of the Issuer and the Guarantor for the payment of any claim thereunder or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the Issuer or the Guarantor or any of them or any of their personal assets for such satisfaction.  The performance of the obligations of the Issuer and the Guarantor under the Senior Debt Securities Indenture and this Security and all documents delivered in the name of the Issuer or the Guarantor, as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Issuer or the Guarantor or their respective directors or shareholders under the Issuer’s or the Guarantor’s respective Memorandum and Articles of Association.

 

Notwithstanding any other term of the Securities or the Senior Debt Securities Indenture or any other agreements, arrangements or understandings between the Issuer and any Holder of the Securities (including for these purposes each holder of a beneficial interest in the Securities), by its acquisition of the Securities, each Holder of the Securities acknowledges, accepts, agrees to be bound by and consents to:

 

(a) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, whether or not imposed with prior notice, that may include and result in:  (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due on the Securities and/or under the Guarantees into the Issuer’s, the Guarantor’s or another Person’s shares, other securities or other obligations (and the issue to or conferral on the Holder of the Securities of such shares, other securities or other obligations) including by means of an amendment, modification or variation of the terms of the Securities, the Guarantees or the Senior Debt Securities Indenture; (iii) the cancellation of the Securities or the Guarantees; and/or (iv) the amendment or alteration of the maturity of the Securities or the amount of interest payable on the Securities or a payment of any amount under the Guarantees, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and

 

B-13











 

(b) the variation, if necessary, of the terms of the Senior Debt Securities Indenture, the Securities or the Guarantees to give effect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

 

No Amounts Due on the Securities and/or under the Guarantees will become due and payable or be paid after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if and to the extent such Amounts Due have been reduced, converted, cancelled, amended or altered as a result of such exercise.

 

Notwithstanding any other provision of the Senior Debt Securities Indenture or the Securities, neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer, the Guarantor or another Person, as a result of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Issuer or the Guarantor, nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees will be a default or an Event of Default.

 

By its acquisition of the Securities, each Holder of the Securities (which for these purposes includes each holder of a beneficial interest in the Securities):

 

(i) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees;

 

(ii) acknowledges and agrees that neither a cancellation or deemed cancellation of the principal or interest (in each case, in whole or in part), nor the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities and/or the Guarantees will give rise to a default or Event of Default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or under the terms of the Senior Debt Securities Indenture or the Notes; and

 

(iii) acknowledges and agrees that, upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority:

 

(A) the Trustee shall not be required to take any further directions from the Holders of the Securities with respect to any portion of the Securities and/or the Guarantees that are written-down, converted to equity and/or cancelled under Section 5.12 or other sections of the Senior Debt Securities Indenture or the terms of the Notes unless secured or indemnified to its satisfaction,

 

(B) the Senior Debt Securities Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, and

 

(C) Holders may not direct the Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a UK Bail-In Power or a request to call a meeting or take any other action under the Indenture in connection with the exercise of a UK Bail-In Power unless secured or indemnified to its satisfaction.

 

Notwithstanding clause (iii), if, following the completion of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, the Securities remain Outstanding (for example, if the exercise of the UK Bail-in Power results in only a partial write-down of the principal of the Securities), then the Trustee’s duties under the Senior Debt Securities Indenture shall remain applicable with respect to such Securities following such completion to the extent the Issuer, the Guarantor and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Senior Debt Securities Indenture; provided, however, that, notwithstanding the exercise of the UK

 

B-14











 

Bail-in Power by the Relevant UK Resolution Authority, so long as the Securities remain Outstanding, there will at all times be a Trustee for the Securities in accordance with, Section 6.09 of the Senior Debt Securities Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor Trustee will continue to be governed by Sections 6.10 and 6.11 of the Senior Debt Securities Indenture, respectively, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Securities remain Outstanding following the completion of the exercise of the UK Bail-in Power.

 

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Original Debt Securities Indenture, the Issuer, the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture   to modify and amend the terms of the Original Debt Securities Indenture or the Senior Debt Securities to the extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power, including each and every consequence arising therefrom referred to in Article 3 of the Sixth Supplemental Indenture, without the further consent of any Holders of Notes.

 

EACH HOLDER OR BENEFICIAL OWNER OF THE SECURITIES THAT ACQUIRES ITS SECURITIES IN THE SECONDARY MARKET SHALL BE DEEMED TO RECOGNIZE, ACKNOWLEDGE AND AGREE TO BE BOUND BY AND CONSENT TO THE SAME PROVISIONS SPECIFIED IN THE SENIOR DEBT SECURITIES INDENTURE TO THE SAME EXTENT AS THE HOLDERS 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 RELATED TO THE UK BAIL-IN POWER.

 

Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities, the Issuer will provide a written notice to DTC as soon as practicable regarding such exercise of the UK Bail-in Power for the purposes of notifying the Holders of such occurrence. The Issuer will also deliver a copy of such notice to the Trustee for information purposes. Each Holder of the Securities (including for these purposes each holder of a beneficial interest in the Securities) shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of the UK 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 the Trustee.

 

“UK Bail-in Power” means any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms as amended from time to time (“BRRD”), including but not limited to the UK Banking Act 2009, as the same may be amended from time to time and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a Regulated Entity (or other affiliate of such Regulated Entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such Regulated Entity or any other Person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a Regulated Entity may be deemed to have been exercised.

 

“Regulated Entity” means any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.

 

“Relevant UK Resolution Authority” means the Bank of England or any other authority with the ability to exercise a UK Bail-in Power.

 

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“Amounts Due” means the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the debt securities (including payment of interest on the debt securities or a payment of any amount under the Guarantees).. References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the Relevant UK Resolution Authority.

 

All terms used in this Security that are defined in the Senior Debt Securities Indenture and not otherwise defined herein shall have the meanings assigned to them in the Senior Debt Securities Indenture.

 

The Senior Debt Securities Indenture and the Securities, including this Security, shall be governed by and construed in accordance with the law of the State of New York.

 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused “CUSIP” numbers to be printed on the Securities as a convenience to the Holders of the Securities.  No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.

 

B-16











 

ASSIGNMENT FORM

 

FOR VALUE RECEIVED, the undersigned hereby
 sells, assigns and transfers unto

 

	
PLEASE INSERT SOCIAL
    
	
SECURITY OR OTHER IDENTIFYING
    
	
NUMBER OF ASSIGNEE
    
	
 
    
	
 
    	
 
    	
 
    
	
 
    
	
 
    
	
(Please Print or Typewrite Name and   Address, including Zip Code, of Assignee)
    
	
 
    
	
 
    
	
the within Security of the company and                              hereby does irrevocably constitute and appoint
    
	
 
    
	
 
    
	
attorney to transfer said Security on the   books of the within-named company with full power of substitution in the   premises.
    
	
 
    
	
Dated:
    	
 
    
	
 
    
	
Signature
    	
 
    
	
 
    
	
NOTICE: The signature to this assignment must correspond with the   name as it appears on the first page of the within Security in every   particular, without alteration or enlargement or any change whatever.
    
	
 
    
	
Signature Guaranteed:
    	
 
    
	
 
    
	
NOTICE: Signature(s) must be guaranteed by an “eligible   guarantor institution”   that is a member or participant in a “signature guarantee program” (e.g., the Securities Transfer Agents Medallion Program, the   Stock Exchange Medallion Program and the New York Stock Exchange Medallion   Program).
    
						


 

B-17