Exhibit 4.4


 


 




FORM OF 2027 FIXED RATE SENIOR GLOBAL
NOTE


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


 


CUSIP No.
53944YAD5

ISIN No. US53944YAD58

Common Code: 154894233


 


LLOYDS BANKING GROUP plc


 


3.750% SENIOR NOTE DUE 2027


 


	No. [1]	$500,000,000


 


LLOYDS BANKING GROUP plc (herein called the “Company,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the principal sum of $500,000,000 (five hundred million dollars) on January 11,
2027 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon
semi-annually in arrears on January 11 and July 11 of each year, commencing on July 11, 2017, and ending on January 11, 2027 (each,
a “Payment Date”). Interest so payable on any Payment Date shall be paid to the Holder in whose name this Senior Note
is registered on the 15th calendar day immediately preceding the relevant Payment Date, whether or not such day is a
Business Day, as defined in the Indenture (each a “Regular Record Date”). If (i) the Company fails to pay any installment
of interest on any Senior Note on or before its Payment Date and such failure continues for 14 days or (ii) the Company fails to
pay all or any part of the principal of any Senior Note on any date on which such principal shall otherwise have become due and
payable, whether upon redemption or otherwise, and such failure continues for seven days (each of (i) and (ii), a “Default”),
the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not, upon the occurrence
of a Default, declare the principal amount of any of the Outstanding Senior Notes to be due and payable.


 


Interest shall accrue on this Senior Note
from day to day from the date of issuance hereof or from the most recent Payment Date at the rate of 3.750% per annum, until the
principal amount hereof is paid or made available for payment.


 




    	 



     

    

Payments of interest on this Senior Note
shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month,
the actual number of days elapsed in such period.


 


Payment of the principal amount of (and
premium, if any) and any interest on, this Senior Note will be made in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including
through a Paying Agent of the Company outside the United Kingdom for collection by the Holder. If the date for payment of the principal
amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided in the Indenture) such
payment shall be made on the next succeeding Business Day with the same force and effect as if made on such date for payment and
without any interest or other payment in respect of such delay.


 


Prior to due presentment of this Senior
Note for registration of transfer, the Company, the trustee and any agent of the Company or the trustee may treat the Person in
whose name this Senior Note is registered as the owner of such Senior Note for the purpose of receiving payment of principal and
interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither
the Company, the trustee nor any agent of the Company or the trustee shall be affected by notice to the contrary.


 


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


 


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


 


Notwithstanding any other agreements, arrangements,
or understandings between the Company and any Holder or Beneficial Owner of this Senior Note, by purchasing or acquiring this Senior
Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts, agrees to be bound by and consents
to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the
reduction or cancellation of all, or a portion, of the principal amount of, or interest on, this Senior Note; (ii) the conversion
of all, or a portion, of the principal amount of, or interest on, this Senior Note into shares or other securities or other obligations
of the Company or another person; and/or (iii) the amendment or alteration of the maturity of this Senior Note, or amendment of
the amount of interest due on this Senior Note, or the dates on which interest becomes payable, including by suspending payment
for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of this Senior Note solely
to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial
Owner of this Senior Note further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under this Senior
Note are subject to, and will be


 




    	 



     

    

varied, if necessary, solely to give effect
to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 


For these purposes, a “U.K. bail-in
power” is any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment
firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the U.K.
Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking
Reform) Act 2013, secondary legislation or otherwise), pursuant to which any obligations of a bank, banking group company, credit
institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant
to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant
U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.


 


[The rest of this page is intentionally
left blank]


 




    	 



     

    

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






 


Dated: January 11, 2017


 





	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	Name:	 
	 	Title:	 




 


 


 


 


 


 


 


[2027 Fixed Rate Senior Global Note No.
[1] Signature Page]


 




    	 



     

    

CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: January 11, 2017


 


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


 


 


 


 


 


 


[2027 Fixed Rate Senior Global Note No.
[1] Signature Page]




 


 






    	 



     

    

[REVERSE OF SECURITY]


 


This Senior Note is one of a duly authorized
issue of securities of the Company (herein called the “Senior Notes”) issued and to be issued in one or more series
under a Senior Debt Securities Indenture, dated as of July 6, 2010 (herein called the “Senior Indenture”), among the
Company, as issuer, and The Bank of New York Mellon, as trustee (herein called the “Trustee,” which term includes any
successor trustee under the Senior Indenture), as supplemented by the Second Supplemental Indenture dated as of January 11, 2017,
among the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Senior Indenture, the
“Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered.


 


This Senior Note is one of the series designated
on the face hereof, initially limited in aggregate principal amount to $1,250,000,000. The Company may, without the consent of
the Holders of the Senior Notes, issue additional notes having the same ranking and interest rate, maturity date, redemption terms
and other terms as the Senior Notes except for the price to the public, issue date and first interest payment date, provided that
such additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes. Any such Senior
Notes, together with this Senior Note, will constitute a single series of securities under the Indenture. The Senior Notes will
initially be issued in the form of one or more global Senior Notes (each, a “Global Senior Note”). Except as provided
in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive Senior Notes.


 


The Senior Notes of this series will constitute
unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu without any preference
among themselves.


 


If an Event of Default with respect to the
Senior Notes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in
aggregate principal amount of the Outstanding Senior Notes of this series may declare the principal amount of, and any accrued
interest on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions
provided in the Indenture.


 


Except as otherwise provided in Article
5 of the Senior Indenture, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of Holders
of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise of any power
granted herein, or to enforce any other legal or equitable right vested in the Trustee by the Indenture or by law, provided, however,
that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay any amount representing
or measured by reference to the principal of, or any interest on, the Senior Notes prior to any


 




    	 



     

    

date on which the principal of, or any interest
on, the Senior Notes would have otherwise been payable by the Company.


 


If a Default occurs, the Trustee may commence
a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided that the Trustee may not,
upon the occurrence of a Default, declare the principal amount of any of the Outstanding Senior Notes to be due and payable.


 


Failure to make any payment in respect of
this Senior Note shall not be a Default if such payment is withheld or refused and an Opinion of Counsel is delivered to the Trustee
concluding that such sums were not paid in order to comply with any fiscal or other law or regulation or with the order of any
court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company require the Company to take such
action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be
advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances
to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound
by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment
can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease
to have effect and the payment shall become due and payable on the expiration of 14 days (in the case of payments under Section
5.03(a) of the Senior Indenture) or seven days (in the case of payments under Section 5.03(b) of the Senior Indenture) after the
Trustee gives written notice to the Company informing it of such resolution.


 


Subject to applicable law, no Holder may
exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount
owed to it by the Company arising under or in connection with the Senior Notes. The Holders of Senior Notes by their acceptance
thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation and retention with
respect to the Senior Notes or the Senior Indenture (or between the obligations under or in respect of any Senior Notes and any
liability owed by a Holder to the Company) that they might otherwise have against the Company.


 


No remedy against the Company other than
as referred to in Article 5 of the Senior Indenture shall be available to the Trustee or the Holders, whether for the recovery
of amounts owing in respect of the Senior Notes or under the Indenture or in respect of any breach by the Company of any of its
other obligations under or in respect of the Senior Notes or under the Senior Indenture, except that the Trustee and the Holders
shall have such rights and powers as they are required to have under the Trust Indenture Act.


 


Amounts to be paid on the Senior Notes of
this Series will be made without deduction or withholding for, or on account of, any and all present and future income, stamp and
other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the United Kingdom
or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless


 




    	 



     

    

such deduction or withholding is required
by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction or withholding, the Company will pay additional
amounts with respect to the principal of, and interest and any other payments on, the Senior Notes of this series (“Additional
Amounts”) that are necessary in order that the net amounts paid to the Holders, after the deduction or withholding, shall
equal the amounts which would have been payable on the Senior Notes if the deduction or withholding had not been required. However,
this will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for
the fact that:


 


(i) the Holder or the Beneficial Owner of
the Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or
is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the
holding or ownership of a Senior Note, or the collection of any payment of (or in respect of) principal of, or interest or other
payments on, any Senior Note,


 


(ii) except in the case of winding-up in
the United Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in the United Kingdom,


 


(iii) the relevant Senior Note is presented
(where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever
is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment
at the close of that 30 day period,


 


(iv) the Holder or the Beneficial Owner
of the relevant Senior Note or the Beneficial Owner of any payment of (or in respect of) principal of, or interest or other payments
on, the Senior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the
Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such Beneficial Owner or (y)
to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed
by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all
or part of the tax, levy, impost, duty, charge or fee,


 


(v) the withholding or deduction is required
to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any directive amending, supplementing
or replacing such directive, or any law implementing or complying with, or introduced in order to conform to, such directive or
directives,


 


(vi) the Senior Note 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 the Senior Note to another paying agent,


 


(vii) the deduction or withholding is imposed
by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal


 




    	 



     

    

Revenue Code and the U.S. Treasury regulations
thereunder (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other
jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing,
or relating to, FATCA or any intergovernmental agreement; or


 


(viii) any combination of clauses (i) through
(vii) above,


 


nor shall Additional Amounts be paid with respect to the principal
of, or any interest or other payments on, the Senior Note to any Holder who is a fiduciary or partnership or any person other than
the sole Beneficial Owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to
be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of
such partnership or a Beneficial Owner who would not have been entitled to such Additional Amounts, had it been the Holder.


 


References herein to the payment of the
principal of or interest or other payments on any Senior Note shall be deemed to include mention of the payment of Additional Amounts
provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under
the foregoing provisions.


 


The Senior Notes of this series are redeemable,
as a whole but not in part, at the option of the Company, on not less than 30 nor more than 60 days’ notice, on any Payment
Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, in respect of the
Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in or
amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party),
or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal)
which change or amendment becomes effective on or after January 11, 2017:


 


(a) in making payment under the Senior Notes
the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;


 


(b) the payment of interest on the next
Payment Date in respect of any of the Senior Notes would be treated as a “distribution” within the meaning of Chapter
2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment thereof for the
time being); or


 


(c) on the next Payment Date the Company
would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities
(or the value of such deduction to the Company would be materially reduced).


 


In any case where the Company shall determine
that, in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the Senior Notes of this series, the Company
shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent
United Kingdom counsel of


 




    	 



     

    

recognized standing (selected by the Company)
in a form satisfactory to the Trustee confirming that the relevant change or amendment has occurred and that the Company is entitled
to exercise its right of redemption.


 


If the Company elects to redeem the Senior
Notes of this series, the Senior Notes will cease to accrue interest from the date of redemption, provided the redemption
price has been paid in accordance with the Indenture.


 


Upon payment of (i) the amount of principal
(and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s obligations
in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Senior Notes of this
series shall terminate.


 


Notwithstanding any other agreements, arrangements,
or understandings between the Company and any Holder or Beneficial Owner of this Senior Note, by purchasing or acquiring this Senior
Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts, agrees to be bound by and consents
to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result in (i) the reduction or cancellation
of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the conversion of all, or a portion, of
the principal amount of, or interest on, the Senior Notes into shares or other securities or other obligations of the Company or
another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes, or amendment of the amount of interest
due on the Senior Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period;
which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect to the exercise
by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of the Senior Notes further
acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Senior Notes are subject to, and will
be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 


By purchasing or acquiring the Senior Notes,
each Holder and Beneficial Owner of the Securities:


 


(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes
shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties
of the Trustee in Case of Default) of the Trust Indenture Act;


 


(ii) to
the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Senior Notes; and


 




    	 



     

    

(iii) acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not
be required to take any further directions from Holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b)
neither the Senior Indenture nor the Second Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect
to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following
the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior Notes remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the
Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following
such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment
to the Second Supplemental Indenture.


 


By purchasing or acquiring the Senior Notes,
each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be deemed to 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 Senior Notes that acquire the Senior 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 Senior Notes related to the U.K. bail-in power.


 


By purchasing or acquiring the Senior Notes,
each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it may be imposed
without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior
Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it
holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power
with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial
Owner or the Trustee.


 


No repayment of the principal amount of
the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise of any U.K. bail-in
power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled
to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United
Kingdom and the European Union applicable to the Company and the Group.


 


Upon the exercise of the U.K. bail-in power
by the relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a written notice to DTC as
soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders of such occurrence. The
Company shall also deliver a copy of such notice to the Trustee for information purposes.


 




    	 



     

    

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


 


No reference herein to the Indenture and
no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest on, this Senior Note at
the times, place and rate, and in the coin or currency, herein prescribed.


 


As set forth in, and subject to, the provisions
of the Indenture, no Holder of any Senior Note of this series will have the right to institute any proceeding with respect to the
Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations do not apply to a suit instituted
by the Holder hereof for the enforcement of payment of the principal or interest as and when the same shall have become due and
payable in accordance with the terms hereof and the Indenture.


 


No reference herein to the Indenture and
no provision of this Senior Note or of the Indenture shall alter or impair the right of the Holder of this Senior Note, which is
absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest on, this Senior Note when
due and payable in accordance with the provisions of this Senior Note and the Indenture.


 


This Senior Note will be governed by the
laws of the State of New York.


 


Unless otherwise defined herein, all terms
used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.