Exhibit 4.10


 


Execution Version


 


SEVENTH SUPPLEMENTAL INDENTURE


 


SEVENTH SUPPLEMENTAL INDENTURE, dated as of
April 26, 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, without the consent of any Holders, 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 12.07(a) of the Base
Indenture provides that, without the consent of the Holders, the Issuer, the Guarantor and the Trustee may enter into a supplemental
indenture to evidence that the Guarantor has assumed all of the rights and obligations of the Issuer under the Base Indenture and
under the Senior Debt Securities, provided that, 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 or be continuing;


 


WHEREAS, the Issuer and Guarantor desire
to amend and supplement the Base Indenture pursuant to Section 12.07(a) thereof to evidence the assumption by the Guarantor of
all of the rights and obligations of the Issuer under the Base Indenture and under the Senior Debt Securities with effect from
and including June 1, 2016 (the “Effective Date “) and to release the Issuer as of the Effective Date from its
liabilities under the Base Indenture and under the Senior Debt Securities as obligor on the Senior Debt Securities;


 


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


 


Article
2 


ASSUMPTION OF OBLIGATIONS
AND RELEASE OF ISSUER


 


Section
2.01.       Assumption
of Obligations. 


(a)The
Guarantor hereby expressly assumes as of the Effective Date all of the rights and obligations of the Issuer under the Base Indenture
and under the Senior Debt Securities. 


(b)Upon such assumption, the Guarantor
as of the Effective Date (i) shall be substituted for, and shall be bound by every obligation of, the Issuer under the Base Indenture
and under the Senior Debt Securities and shall be entitled to exercise every right and power of the Issuer under the Base Indenture
and under the Senior Debt Securities, with the same effect as if the Guarantor had been named as the “Issuer” for purposes
of the Base Indenture and the Senior Debt Securities and (ii) shall be released from all of its obligations under the Guarantee.


Section 2.02.Release of Issuer.
Upon the assumption by the Guarantor of all of the rights and obligations of the Issuer pursuant to Section 2.01 hereof, the Issuer
as of the Effective Date (i) shall be released from its liabilities under the Base Indenture and under the Senior Debt Securities
as obligor on the Senior Debt Securities, (ii) shall cease to be a party to the Base Indenture and an obligor on the Senior Debt
Securities and (iii) shall release the Trustee from any and all claims it may have on the Trustee under the Indenture, as supplemented
or amended from time to time.


Section 2.03.Trustee’s Acceptance.
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth
in the Base Indenture.  


 



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Article
3 


MISCELLANEOUS


 


Section 3.01.   
Effect of this Supplemental Indenture; Ratification and Integral Part. This
Supplemental Indenture shall become effective upon its execution and delivery. Except as amended and supplemented hereby, 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.


 


Section
3.02.       Notice
to Guarantor. Any notice required to be given to the Guarantor under Section 1.05 of the Indenture may be delivered via facsimile
at + 44 8456042836, Attention: the Treasurer. Any notice hereunder given by facsimile shall be deemed to be received when in the
ordinary course of transmission, it would be received. 


Section
3.03.       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
3.04.       Priority.
The provisions of this Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Base Indenture
to the extent the Base Indenture is inconsistent herewith. 


Section
3.05.       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 3.06.   
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
3.07.    
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/ Svjetlana Lugonjic


Name:Svjetlana Lugonjic


Title: Authorized Person 






 


SANTANDER UK PLC


 


 


By: /s/ Amaya Mazaira


Name: Amaya Mazaira


Title: Authorized Person


 


 


THE BANK OF NEW YORK MELLON,


as Trustee


 


 


By: /s/ Maria Bertolin


Name: Maria Bertolin


Title: Authorised Signatory


 








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