EXHIBIT 4.3


 


 





FORM
OF 2018 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. [●]


ISIN
No. [●]


Common
Code: [●]


 


LLOYDS BANK
plc


 


[●]%
SENIOR NOTE DUE 2018


 


Guaranteed
by


LLOYDS BANKING
GROUP plc


 





	No. [●]	$[●]







 


LLOYDS BANK 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 $[●] ([●] million
dollars) on August [●], 2018 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 February [●] and August [●] of each year, commencing
on February [●], 2016, and ending on August [●], 2018 (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”). Any interest which is payable, but is not punctually paid or duly provided for, on any Payment
Date is herein called “Default Interest”. Default Interest shall cease to be payable to the registered Holder on the
relevant Regular Record Date by virtue then of having been such Holder, and such Default Interest may be paid by the Company,
at its election in each case, as provided in clause (x) or 


 




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(y) below: (x) the Company
may elect to make payment of any Default Interest to registered Holders at the close of business on a Special Record Date (a
“Special Record Date”) for the payment of such Default Interest, such Special Record Date to be fixed in
accordance with Section 3.07(a) of the Indenture or, (y) the Company may make payment of any Default Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange on which this Note may be listed, and upon
such notice as may be required by such exchange, if, after notice given by the Company to the trustee of the proposed
payment, such manner of payment shall be deemed practicable by the trustee.


 


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 [●]% 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


 




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shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


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 and/or conversion 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 or other members of 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 Banking Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013,
secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment
firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities
or obligations of the obligor or any other person (and 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]


 




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


 


Dated: August [●], 2015



 


 


	 	LLOYDS BANK
PLC	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 



 


 





 





[20[●]
Fixed Rate Global Note No. [●] Signature Page] 




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GUARANTEE
OF LLOYDS BANKING GROUP plc


 


LLOYDS BANKING GROUP plc (herein
called the “Guarantor,” which term includes any successor person under the Indenture (as defined on the reverse hereof))
hereby unconditionally guarantees (the “Guarantee”) to each Holder of this Senior Note the due and punctual payment
of the principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Note and the due and
punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Senior Note and any and all
amounts under the Indenture (including but not limited to, the fees, expenses and indemnities of the Trustee), 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 Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal,
premium, interest, Additional Amounts or sinking fund payment and any and all amounts under the Indenture, (including but not
limited to, the fees, expenses and indemnities of the Trustee) the Guarantor hereby agrees to pay, or 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 Company in accordance with the terms of such Senior Note and of the Indenture.


 


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


 




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IN WITNESS
WHEREOF, the Guarantor has caused this guarantee to be duly executed.


 


Dated: August [●], 2015


 


 


	 	Executed
by LLOYDS BANKING GROUP PLC	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 




 


 


	 		 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 




 


 


 


 


 





[20[●]
Fixed Rate Global Note No. [●] Signature Page] 




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CERTIFICATE
OF AUTHENTICATION


 


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


 


Dated: August [●], 2015


 


 


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




 


 





 


[20[●]
Fixed Rate Global Note No. [●] Signature Page] 









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[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 January 21, 2011 (herein called the “Senior
Indenture”), among the Company, as issuer, the Guarantor, as guarantor, 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
Sixth Supplemental Indenture dated as of August [●], 2015, among the Company, the Guarantor and the Trustee (the “Sixth
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 Guarantor, 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 $[●]. 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 and the Guarantor, 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.


 


If an Event
of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee may in its discretion
proceed to


 




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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 thereon, or to enforce any other proper remedy, including the institution of proceedings
in England or Scotland (but not elsewhere) for the winding up of the Company or the Guarantor, respectively.


 


By acceptance
of the Senior Notes of this Series, the Holder will be deemed to have waived any right of set-off or counterclaim with respect
to such Senior Notes that they might otherwise have against the Company or the Guarantor, whether before or during a winding-up
of the Company or the Guarantor.


 


Amounts to
be paid on the Senior Notes of this Series or under the guarantee 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 or the Guarantor, as the case may be, to make such deduction or withholding, the Company,
or the Guarantor, as the case may be, 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 or under the guarantee,


 


(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


 




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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 guarantor
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 in a Member State of the European Union,


 


(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 or under the Guarantee 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.


 




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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 or the Guarantor, 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
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 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 August [●], 2015:


 


(a) in making
payment under the Senior Notes the Company (or, if applicable, the Guarantor) 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 (or, if applicable, the Guarantor) 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 (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application
or interpretation of any laws or regulations it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable,
the Guarantor) 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 or, if applicable, the Guarantor) in a form
satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or
regulations has occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption.


 




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If the Company
(or, if applicable, the Guarantor) 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 (or, if applicable,
the Guarantor’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 us and any Holder or Beneficial Owner of the Senior Notes, by its
acquisition of the Senior Notes, each Holder and Beneficial Owner of the Senior Notes 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 its acquisition
of 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


 




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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 Sixth 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, 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 Sixth Supplemental Indenture.


 


By its acquisition
of 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 its acquisition
of 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.


 


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


 




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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 Guarantor 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 


 




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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.


 






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