UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Lloyds Banking Group plc
(Exact name of registrant as specified in its charter)
 
   
United Kingdom
(State of incorporation
or organization)
None
(I.R.S. Employer
Identification No.)
 
25 Gresham Street
London  EC2V 7HN
United Kingdom
(Address of principal executive offices)
   
Title of each class to be so registered
Name of each exchange on which each class is to
to be registered
   
7.75% Public Income NotES (PINES®) due July 15, 2050
 
 
New York Stock Exchange
   
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. :  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
 
Securities Act registration statement file number to which this form relates:  333-167844
 
Securities to be registered pursuant to Section 12(g) of the Act:   None.
 
 
 
 
 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated June 30, 2010 (the “Prospectus Supplement”) to a Prospectus dated June 29, 2010 (the “Prospectus”) relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1.    Description of Registrant’s Securities to be Registered
 
The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 2 through 13 of the Prospectus, and “Description of the Senior Notes” on pages S-17 through S-19 and “Certain U.K. and U.S. Federal Tax Consequences”, on pages S-20 through S-22 of the Prospectus Supplement.
 
Item 2.   Exhibits

 
4.1
Senior Debt Indenture, among the Registrant, as issuer, and The Bank of New York, as Trustee, dated as of July 6, 2010 (the “Indenture”).
 
 
4.2
Form of Global Note relating thereto.

 
 
99.1
Prospectus, Prospectus Supplement and Free Writing Prospectus (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on June 29, 2010, June 29, 2010, and July 2, 2010, respectively).
 
 
2
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorised.


 
 
LLOYDS BANKING GROUP plc
(Registrant)
 
       
By:
/s/ Edward Short
 
  Name:
Edward Short
 
  Title:
Group Funding and Capital Markets Issuance Director
 
 
July 16, 2010
 
 
3
 
 
EXHIBIT INDEX
 
Exhibit
No.
  
 
Description of Exhibit
   
  4.1
  
Senior Debt Indenture, among the Registrant, as issuer, and The Bank of New York, as trustee, dated as of July 6, 2010 (the “Indenture”).
   
  4.2
  
Form of Global Note relating thereto.
   
99.1
  
Prospectus, Prospectus Supplement and Pricing Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on June 29, 2010, June 29, 2010, and July 2, 2010, respectively).

 
4

 



LLOYDS BANKING GROUP PLC
as Issuer


TO



THE BANK OF NEW YORK MELLON
as Trustee



INDENTURE



Senior Debt Securities
 
 
 
 
 
 
LLOYDS BANKING GROUP plc

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Senior Debt Securities Indenture, dated July 6, 2010.

 
 
Trust Indenture
Act Section
 
Senior Debt Securities
Indenture Section
§310
(a)(1)
6.09
 
(a)(2)
6.09
 
(a)(3)
Not Applicable
 
(a)(4)
Not Applicable
 
(b)
 
(c)
Not Applicable
§ 311
(a)
6.13
 
(b)
6.13
 
(b)(2)
 
(c)
Not Applicable
§ 312
(a)
 
(b)
7.02(b)
 
(c)
7.02(c)
§ 313
(a)
7.03(a)
 
(b)
7.03(a)
 
(c)
 
(d)
7.03(b)
§ 314
(a)
 
(b)
Not Applicable
 
(c)(1)
1.02
 
(c)(2)
1.02
 
(c)(3)
Not Applicable
 
(d)
Not Applicable
 
(e)
1.02
 
(f)
Not Applicable
§ 315
(a)
6.01
 
(b)
 
(c)
6.01
 
(d)
6.01
 
(d)(1)
6.01
 
(d)(2)
6.01
 
(d)(3)
6.01
 
(e)
5.14
§ 316
(a)(1)(A)
 
(a)(l)(B)
5.13
 
(a)(2)
Not Applicable
 
(a)(last sentence)
1.01
 
(b)
5.08
§ 317
(a)(1)
5.03
 
 
 
 
 
 
 
Trust Indenture
Act Section
 
Senior Debt Securities
Indenture Section
§318
(a)(2)
5.04
 
(b)
10.03
 
(a)
1.07
 
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Debt Securities Indenture.
 
 
 
 
 
TABLE OF CONTENTS


P AGE

 ARTICLE 1
 D EFINITIONS AND O THER P ROVISIONS OF G ENERAL A PPLICATIO N
 
5
12
13
14
14
15
15
16
16
16
16
16
16
17
17
 
 ARTICLE 2
 S ENIOR D EBT S ECURITY F ORM S
18
18
   
   
19
21
22
23
23
27
28
29
29
30
30
30
 
 
 
 
 
 ARTICLE 4
 S ATISFACTION AND D ISCHARG E
 
3 0
  Section 4.02 . Application of Trus t Money  
3 2
 Section 4.03 . Repayment to Company  
  3 2
 
ARTICLE 5
 R EMEDIE S
 
  Section 5.01 . Events of Defaul t
3 2
 Section 5.02 . Acceleration of Maturity; Rescission and Annulment  
3 3
 Section 5.03 . Collection of Indebtedness and Suits for Enforcement b y Truste e
3 4
 Section 5.04 . Trustee May File Proofs of Claim  
3 5
  Section 5.05 . Trustee May Enforce Claims Without Possession of Senio r  Debt Securities
3 6
 Section 5.06 . Application of Money Collecte d
3 6
 Section 5 .07 . Limitation on Suits  
3 7
 Section 5.08 . Unconditional Right of Holders to Receive Principal ,  Pr emium and Interest, if Any
3 7
 Section 5.09 . Restoration of Rights and Remedies
3 8
 Section 5.10 . Rights and Remedies Cumulativ e
3 8
 Section 5.11 . Delay or Omission Not Waiver  
3 8
 Section 5.12 . Control by Holders  
3 8
 Section 5.13 . Waiver of Past Defaults  
3 9
  Section 5.14 . Undertaking for Cost s
3 9
 
ARTICLE 6
T HE T RUSTE E
 
 Section 6.01 . Certain Duties and Responsibilities  
  4 0
 Section 6.02 . Notice of Defaults  
  4 0
 Section 6.03 . Certain Rights of Trustee  
  4 0
  Section 6.04 . Not Responsible for Recitals or Issuance of Senior Deb t  Securitie s
 4 2
 Section 6.05 . May Hold Senior Debt Securities  
  4 2
 Section 6.06 . Money Held in Trust  
  4 2
 Section 6.07 . Compensation and Reimbursement
  4 2
 Section 6.08 . Disqualification; Conflicting Interests  
  4 4
 Section 6.09 . Corporate Trustee Required; Eligibility  
  4 4
 Section 6.10 . Resignation and Remov al; Appointment of Successo r
  4 4
 Section 6.11 . Acceptance of Appointment by Successor
  4 6
 Section 6.12 . Merger, Conversion, Consolidation or Succession to Business
 4 7
 Section 6.13 . Preferential Collection of Claims  
  4 8
 Section 6.14 . Appointment of Authenticating Agent  
  4 8
 
 
 
 
 
 ARTICLE 7
 H OLDERS L ISTS AND R EPORTS BY T RUSTEE AND C OMPAN Y
 
 Section 7.01 . Company to Furnish Trustee Names and Addresses of Holders
 5 0
 Section 7.02 . Preservation of Information; Communication to Holders
  5 0
 Section 7.03 . Reports by Trustee and Company
  5 0
 Section 7.04 . Reports by the Company  
  5 1
 
ARTICLE 8
 C ONSOLIDATION , M ERGER , C ONVEYANCE OR T RANSFE R
 
 Section 8.01 . Company May Consolidate, Etc. Only on Certain Terms  
  5 2
 Section 8.02 . Successor Corporation Substitute d
  5 3
 Section 8.03 . Assumption of Obligation s
  5 3
 
ARTICLE 9
 S UPPLEMENTAL I NDENTURE S
 
 Section 9.01 . Supplemental Indentures without Consent of Holder s
  5 4
 Section 9.02 . Supplemental Indentures with Consent of Holder s
  5 5
 Section 9.03 . Execution of Supplemental Indenture s
  5 7
 Section 9.04 . Effect of Supplemental Indentures  
  5 7
 Section 9.05 . Conformity with Trust Indenture Act  
  5 7
 Section 9.06 . Reference in Senior Debt Securities to Supplementa l  Indentures  
 5 7
 
ARTICLE 1 0
 
 Section 10.01 . Payment of Principal, Premium, and Interest  
5 7
 Section 10.02 . Maintenance of Office or Agency  
  5 8
 Section 10.03 . Money for Payments to be Held in Trust  
  5 8
 Section 10.04 . Additional Amount s
  6 0
 Section 10.05 . Corporate Existenc e
  6 2
 Section 10.06 . Statement as to Complianc e ......
  6 2
 Section 10.07 . Original Issue Document  
  6 2

ARTICLE 1 1
R EDEMPTION OF S ENIOR D EBT S ECURITIE S
 
 Section 11.01 . Applicability of Articl e
  6 2
 Section 11.02 . Election to Redeem; Notice to Truste e
  6 2
 Section 11.03 . Selection by Trustee of Senior Debt Securities to b e Redeemed
 6 2
 Section 11.04 . Notice of Redemptio n
  6 3
 S ection 11.05 . Deposit of Redemption Price  
  6 4
 Section 11.06 . Senior Debt Securities Payable on Redemption Dat e
  6 4
 Section 11.07 . Senior Debt Securities Redeemed in Par t
  6 4
 Section 11.08 . Optional Redemp tion Due to Changes in Tax Treatmen t
  6 5
 
 
 
 
 
 
SENIOR DEBT SECURITIES INDENTURE, dated as of July 6, 2010 between LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered number 095000 (the “ Company ” ), and THE BANK OF NEW YORK MELLON, acting through its London office, 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.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Senior Debt Securities Indenture to provide for the issuance from time to time of its senior debt securities (the “ Senior Debt Securities ” ), to be issued in o ne or more series, represented by one or more Global Securities without coupons for payments attached, or represented by definitive Senior Debt Securities without coupons for payments attached, the amount and terms of each such series to be determined as h ereinafter provided.

All things necessary to make this Senior Debt Securities Indenture a valid and binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS SENIOR DEBT SECURITIES INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Senior Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Senior Debt Securities as follows:


ARTICLE 1
D EFINITIONS AND O THER P ROVISIONS OF G ENERAL A PPLICATION

Section 1.01 . Definitions. For all purposes of this Senior Debt Securities Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

(2)   all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, h ave the meanings assigned to them therein;

 
 
 
 
(3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with the International Financial Reporting Standards;

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

(5)   any reference to an “ Article ” or a “ S ection ” refers to an Article or Section of this Senior Debt Securities Indenture.

“ Act ” , when used with respect to any Holder, has the meaning specified in Section 1.04 .

“ Additional Amounts ” shall have the meaning set forth i n Section 10.04 , of this Agreement.

“ Additional Senior Debt Securities ” has the meaning set forth in Sectio n 3.12.

“ 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 specifie d 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 t he foregoing.

“ Agent Member ” means a member of, or participant in, any Depositary.

“ Auditors ” means the Auditors from time to time of the Company or if there shall be joint Auditors of the Company any one or more of such joint Auditors.

“ Authenticating Agent ” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Senior Debt Securities. Initially the Trustee shall act as Authenticating Agent.

“ Authorized Newspaper ” means a newspaper in an official language of the coun try of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London , if practicable, and which, in the United States, will be the Wall Street Journal , if practicable, and which, in Luxembourg, will be the Luxemburger Wort , if practicable and for so long as and only with respect to any Senior Debt Securities listed on the Luxembourg Stock Exchange, and if it shall be impracticable in the opinion of the Company to make any publication of any notice required hereby in any such newspaper, shall mean any publication or

 
 
 
 
other notice in lieu thereof which is made or given with the approval of the Company which may include through the means of DTC, Euroclear and Clearstream.

“ Board of Directors ” means either the board of directors, or any committee of such board duly autho rized to act with respect hereto, of the Company, which board of directors or committee may, to the extent permitted by applicable law, delegate its authority.

“ Board Resolution ” means a copy of a resolution certified by the Secretary or a Deputy or Assis tant Secretary of the Company to have been duly adopted by the Board of Directors or duly authorized committee thereof and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Business Day ” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Senior Debt Securities of any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are a u thorized or obligated by law or executive order to close.

“ Calculation Agent ” means the Person, if any, authorized by the Company, to calculate the interest rate or other amounts from time to time in relation to any series of Senior Debt Securities.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Company Request” and “ Company Order ” mean, respectively, a written request or order signed in the name of the Company, by an Executive Officer of the Company, and delive red to the Trustee.

“ Corporate Trust Office ” means the office of the Trustee in which its corporate trust business is principally administered, located at One Canada Square, London E14 5AL (Attention: Corporate Trust Administration, Facsimile: +44 20 7964 2536).

The term “ corporation ” includes corporations, associations, companies and business trusts.

“ Default Interest ” has the meaning specified in Section 3.07 .

“ Depositary ” means, with respect to any series of Senior Debt Securities, a clearing agency that is designated to act as Depositary for the Global Securities

 
 
 
 
evidencing all or part of such Senior Debt Securities as c ontemplated by Sectio n 3.01.

“ Dollar ” or “ $ ” or any similar reference means the coin or currency of the United States which as at the time of payment is legal tender for the payment of public and private debts.

“ DTC ” means The Depository Trust Company or its nominee or its or their successor.

“   euro ” or “ € ” means the single currency of the participating member states in the Third Stage of European economic and monetary union pursuant to the Treaty establishing the European Community (as amended from time to time). “ participating member states ” means those me mber states of the European Union from time to time which adopt a single, shared currency in the Third Stage, as defined and identified in the European economic and monetary union legislation.

“ Event of Default ” has the meaning specified in Section 5.01 .

“   Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Executive Officer ” means any executive officer or any authorized person as defined in the minutes of a meeting of a committee of the Board o f Directors held on April 15, 2010, and, in each case, any other person authorized by a Board Resolution to carry out the functions such officer performs.

“ Foreign Currency ” means the euro or any currency issued by the government of any country (or a grou p of countries or participating member states) other than the United States which as at the time of payment is legal tender for the payment of public and private debts.

“ Foreign Government Securities ” means with respect to Senior Debt Securities of any se ries that are denominated in a Foreign Currency, non-callable
(i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an   agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt, f or all purposes hereof, euro shall be deemed to have been issued by each participating member state from time to time.

“   Global Security ” means a global certificate evidencing all or part of a series of Senior Debt Securities, authenticated and delivered to the Holder and registered in the name of the Holder or its nominee.

 
 
 
 
“ Holder ” means a Person in whose name a Senior Debt Security in global or definitive form is registered in the Senior Debt Security R egister.

“ Interest Payment Date ” , when used with respect to any Senior Debt Security, means the Stated Maturity of any installment of interest on such Senior Debt Security.

“   Maturity ” , when used with respect to any Senior Debt Security, means the date, if any, on which the principal of such Senior Debt Security becomes due and payable as therein or herein provided, whether by call for redemption, winding-up of the Company or otherwise.

“ Officer ’ s Certificate ” means a certificate delivered to the Trustee and signed by any Executive Officer.

“ Opinion of Counsel ” means a written opinion of counsel, who may be an internal counsel employed by the Company, or legal advisors for the Company, or otherwise, such Opini on of Counsel to be acceptable to the Trustee.

“ Original Issue Discount Security ” means any Senior Debt Security which provides for an amount less than the principal amount to be due and payable upon a declaration of the Maturity thereof pursuant to Section 5.02 .

“   Outstanding ” , when used with respect to Senior Debt Securities or any series of Senior Debt Securities means (except as otherwise specified pursuant to Section 3.01),   as of the date of det ermination, all Senior Debt Securities or all Senior Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Senior Debt Securities Indenture, except :

(i)   Senior Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)   Senior Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government Securities in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the C o mpany) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Senior Debt Securities; provided , that, if such Senior Debt Securities are to be redeemed, notice of such redempt ion has been duly given pursuant to this Senior Debt Securities Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii)   Senior Debt Securities which have been paid pursuant to Section 11.06   or in exchange for or in lieu of which other Senior Debt Securities have been authenticated and delivered pursuant to this Senior Debt Securities Indenture, other than any such Senior Debt Securities in respect of which there shall have been presented to the Tr u stee proof

 
 
 
 
satisfactory to it that such Senior Debt Securities are held by a bona fide purchaser in whose hands such Senior Debt Securities are valid obligations of the Company;

provided, however , that in determining whether the Holders of the requisite   principal amount of the Outstanding Senior Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Senior Debt Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Senior Debt Security, of the principal amount of such Senior Debt Security; and (ii) Senior Debt Securities beneficially o w ned by the Company, or any other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in r e lying upon any such request, demand, authorization, direction, notice, consent or waiver, only Senior Debt Securities for which a Responsible Officer of the Trustee has received an Officer ’ s Certificate stating that such Senior Debt Securities are so bene f icially owned shall be so disregarded; provided , further , however , that Senior Debt Securities so beneficially owned which have been   pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pled gee ’ s right so to act with respect to such Senior Debt Securities and that the pledgee is not the Company, or any other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor.

“ Paying Agent ” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if any on any Senior Debt Securities on behalf of the Company.

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

“ Place of Payment ” , when used with respect to the Senior Debt Securities of any series, means the place or pl aces where the principal of (and premium, if any) and interest, if any, on the Senior Debt Securities of that series are payable as specified pursuant to Section 3.01   or, if not so specified, as specified in Sectio n 10.02.

“ Predecessor Security ” of any particular Senior Debt Security means every previous Senior Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Senior Debt Security; and, for the purposes of this definition, any Senior Debt Security authenticated and delivered under Section 3.06   in exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Senior Debt Security.

 
 
 
 
“ Redemption Date ” , when used with respect to any Senior Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Senior Debt Securities Indenture.

“ Redemption Price ” , when used with respect to any Senior Debt Security to be redeemed, m eans the price at which it is to be redeemed pursuant to this Senior Debt Securities Indenture.

“ Regular Record Date ” for the interest payable on any Interest Payment Date on Senior Debt Securities of any series means, unless otherwise specified in accord ance with Section 3.01,   the date which is 15 calendar days prior to the applicable payment date. If such 15th day is not a Business Day, the record date for determination will be the next succeeding Business Day.

“ Responsible O fficer ” , when used with respect to the Trustee, means any managing director, director, any vice president, any associate, any trust officer or other officer of the Trustee assigned to or working in the Corporate Trust Office of the Trustee or, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Senior Debt S e curities Indenture.

“ Senior Debt Securities ” has the meaning set forth in the recitals herein and more particularly means any series of Senior Debt Securities issued, authenticated and delivered under this Senior Debt Securities Indenture.

“ Senior Debt Securities Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall inclu de the terms and forms of particular series of Senior Debt Securities established pursuant to Section 3.01 .

“ Senior Debt Security ” means one of the Senior Debt Securities.

“   Senior Debt Security Register ” and “ Senior Debt Security Registrar ” have the respective meanings specified in Section 3.05 .

“ Special Record Date ” , when used for the payment of any Default Interest on Senior Debt Securities of any series, means the date specified by the Company for the purpose pursuant to Section 3.07 .

“ Stated Maturity ” , when used with respect to any Senior Debt Security or any installment of principal thereof or interest thereon, means the date or dates, if any, specif ied in, or determined in accordance with the terms of, such Senior Debt Security as the fixed date or dates on which the principal of such Senior Debt Security or such installment of principal or interest is due and payable.

 
 
 
 
“ Subsidiary ” means a subsidiary or a subsidiary undertaking, as such terms are defined in Sections 1159 and 1162 of the Companies Act 2006 of Great Britain as in force at the date as of which this instrument was executed.

“ T axing Jurisdiction ” has the meaning specified in Section 10.04 .

“ Trustee ” means the Person named as the “ Trustee ” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applic able provisions of this Senior Debt Securities Indenture, and thereafter “ Trustee ” shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, “ Trustee ” shall mean and include each such Person; and “ Trust ee ” as used with respect to the Senior Debt Securities of any series shall mean the Trustee with respect to the Senior Debt Securities of such series.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Ac t of 1990, as in force at the date as of which this instrument was executed, except as provided in Section 9.05 .

“   United Kingdom ” means the United Kingdom of Great Britain and Northern Ireland.

“ United States ” and “   U.S. ” mean the United States of America and, except in the case of Sections 6.09   and 6.14,   its territories and possessions.

“ U.S. Government Obligations ” means non-callable (i) direct obligations of the U nited States for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full fait h and credit obligation of the United States, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a speci f ic payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such   depository receipt.

Section 1.02 . Compliance Certificates and Opinions. Except as otherwise expressly provided by this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Senior Debt Secu rities Indenture, the Company shall furnish to the Trustee an Officer ’ s Certificate stating that all conditions precedent, if any, provided for in this Senior Debt Securities Indenture relating to the proposed action have been complied with
 
 
 
 

 
and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such appli cation or request as to which the furnishing of such documents is specifically required by any provision of this Senior Debt Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Senior Debt Securities Indenture (other than Sectio n   10.06)   shall include:

(a)   a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b)   a brief statement as to the nature and scope of the examination or investigation upon which the stateme nts or opinions contained in such certificate or opinion are based;

(c)   a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)   a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

Section 1.03 . Form of Documents Delivered to Trustee.   In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certifi e d or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or seve r al documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonabl e care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofa r as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such legal advis o rs know, or in the exercise of reasonable care should know, that the certificate or opinion or representation with respect to such matters is erroneous.

 
 
 
 
Where any Person is required to make, give or exec ute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Senior Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04 . Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Senior Debt Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor   signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expre s sly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrum ent or of a writing appointing any such agent shall be sufficient for any purpose of this Senior Debt Securities Indenture and (subject to Section 6.01)   conclusive in favor of the Trustee and the Company, if made in the manner p rovided in this Section.

(b)   The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, ce r tifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute suffi c ient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)   The ownership of Senior Debt Securities shall be proved by the Senior Debt Security Register.

(d)   Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Senior Debt Security shall bind every future Holder of the same Senior Deb t Security and the Holder of every Senior Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance there o n, whether or not notation of such action is made upon such Senior Debt Security or such other Senior Debt Security.

Section 1.05 . Notices, Etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Hold ers or other document provided or permitted by this Senior Debt Securities Indenture to be made upon, given or furnished to, or filed with,

 
 
 
 
(a)   the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile) to the Trustee at its Corporate Trust Offic e and the Trustee agrees to accept and act upon facsimile transmission of written instructions pursuant to this Senior Debt Securities Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission of w ritten instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (y) such originally executed instructions or directions shall be signed by an authorized representative of the party providing suc h instructions or directions; or

(b)   the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class air mail postage prepaid, to the Company, to 10 Gresham Street, London EC2V 7AE (Attention: Head of Capital, with a copy to
25   Gresham Street, London EC2V 7AE, Attention: The Secretary) or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.06 . Notice to Holders; Waiver. When this Senior Debt Securities Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if given in writing and mailed, first-class postage prepaid, to each Holder of a Senior Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to Section 7.03(a ) .

For so long as the Senior Debt Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series to the Holder (if the address of such Holder is known to the Company).

When notice to Holders of Senior Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where t h is Senior Debt Securities Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of   notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other c a use it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 . Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Senior Debt Securities Indenture by any of the provisions of the

 
 
 
 
Trust Indentur e Act, such required provision shall control. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Senior Debt Securities Indenture was executed or any limitation imposed by   the Trust Indenture Act at such date on any provision otherwise included herein would not be so required or imposed (in whole or in part) if this Senior Debt Securities Indenture were executed at such future time, the Company and the Trustee may enter int o one or more indentures supplemental hereto pursuant to Section 9.01   to change or eliminate (in whole or in part) such provision or limitation of this Senior Debt Securities Indenture in conformity with the requirements of the T rust Indenture Act as then in force, except that (subject to Article Nine) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(l), (d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(l)(B), (a)(2), (a) (last s entence) and (b) of the Trust Indenture Act as in force at the date as of which this Senior Debt Securities Indenture was executed may be so changed or eliminated.

Section 1.08 . Effect of Headings and Table of Contents. The Article and Section headings he rein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 . Successors and Assigns. All covenants and agreements in this Senior Debt Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.10 . Separability Clause. In case any provision in this Senior Debt Securities Indenture or in the Senior Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired   thereby.

Section 1.11 . Benefits of Senior Debt Securities Indenture. Nothing in this Senior Debt Securities Indenture or in the Senior Debt Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereun der, and the Holders of Senior Debt Securities, any benefit or any legal or equitable right, remedy or claim under this Senior Debt Securities Indenture.

Section 1.12 . Governing Law. This Senior Debt Securities Indenture and the Senior Debt Securities sha ll be governed by and construed in accordance with the laws of the State of New York, except that the authorization and execution of the Senior Debt Securities Indenture and the Senior Debt Securities shall be governed by (in addition to the laws of the S t ate of New York relevant to execution) the respective jurisdictions of the Company and the Trustee, as the case may be.

Section 1.13 . Saturdays, Sundays and Legal Holidays. The terms of the Senior Debt Securities shall provide that, in any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, of a Senior Debt Security

 
 
 
 
shall not be a Business Day at any Place of Payment, then (notw ithstanding any other provision of this Senior Debt Securities Indenture or the Senior Debt Securities other than a provision in the Senior Debt Securities that specifically states that such provision shall apply in lieu of this Section) payments of inter e st, if any (and premium, if any) or principal and the exchange of the Senior Debt Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment (or such other Business Day as s hall be provided in such Senior Debt Security) with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be.

Section 1.14 . Appointment of Agent for Service. The Company has designated and appointed the Chief U.S. Counsel, Lloyds TSB Bank plc (or any successor thereto), curre ntly of 1095 Avenue of the Americas, 34 th Floor, New York, NY 10036 as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relatin g to the Senior Debt Securities or this Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon such authorized agent shall be deemed in every respect effective service of process upon it in any such suit or pr o ceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable so long as any of the Senior Debt Securities remain Outstanding until the appointment of a successor by the Company an d such successor ’ s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and al l such documents and instruments, as may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any of the Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and s h all have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so in s tituted, and waives any right to trial by jury, to the extent it may effectively do so, and any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Section 1.15 . Calculation Agent. If the Company appoints a Ca lculation Agent pursuant to Section 3.01   with respect to any series of Senior Debt Securities, any determination of the interest rate on, or other amounts in relation to, such series of Senior Debt Securities in accordance with the terms of such series of Senior Debt Securities by such Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the Company, the Trustee and all Holders and (in the absence of manifest error, bad faith o r willful misconduct) no liability to the Holders shall attach to the Calculation Agent in

 
 
 
 
connection with the exercise or non-exercise by it of its powers, duties and discretions.
 
ARTICLE 2
S ENIOR D EBT S ECURITY F ORMS

Section 2.01 . Forms Generally. The Senior Debt Securities of each series shall be issuable as registered securities without coupons and in such forms as shall be established by or pursuant to a Board Resolution, or in one or more indent ures supplemental hereto, pursuant to Section 3.01,   in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letter s, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefo r , or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any such execution.

The Trustee ’ s certificates of authentication shall be in substantially the form set forth in Section 2.02   or Section 6.14 .

The definitive Senior Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the r ules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing such Senior Debt Securities, as evidenced by their execution thereof.

Section 2.02 . Form of Trustee ’ s Certificate of Authenticat ion. The Trustee ’ s certificate of authentication shall be in substantially the following form:

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  
 
 
 
 

 
ARTICLE 3
T HE S ENIOR D EBT S ECURITIES

Section 3.01 . Amount Unlimited; Issuable in Series. The aggregate principal amount of Senior Debt Securities which may be authenticated and delivered under this Sen ior Debt Securities Indenture is unlimited. The Senior Debt Securities may be issued in one or more series.

There shall be established by or pursuant to Board Resolutions of the Company or established in one or more indentures supplemental hereto, prior t o the initial issuance of Senior Debt Securities of any series:

(a)   the title of the Senior Debt Securities of the series (which shall distinguish the Senior Debt Securities of the series from all other Senior Debt Securities);

(b)   any limit upon the aggregate principal amount of the Senior Debt Securities of the series which may be authenticated and delivered under this Senior Debt Securities Indenture (except for Senior Debt Securities authenticated and delivered upon registration   of transfer of, or in exchange for, or in lieu of, other Senior Debt Securities of the series pursuant to Sections 3.04, 3.05,   3.06 ,

9.6   or 11.07   and except for any Sen ior Debt Securities which, pursuant to Section 3.03   are deemed never to have been authenticated and delivered hereunder);

(c)   the date or dates, if any, on which the principal of (and premium, if any, on) the Senior Debt Secu rities of the series is payable;

(d)   the rate or rates, if any, at which the Senior Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07,   the terms applicable to deferred payments and, the Reg ular Record Date for the interest payable on any Interest Payment Date and any dates required to be established pursuant to Section 7.01 ;

(e)   whether any premium, upon redemption or otherwise, shall be payable by the Company on Senior Debt Securities of the series;

(f)   the place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series sha ll be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Senior Debt Securities of such series, at least one of such Paying Agents having an office or agency in the Borough of M a nhattan, The City of New York;

 
 
 
 
(g)   other than with respect to any redemption of the Senior Debt Securities pursuant to Section 11.08,   whether or not such series of Senior D ebt Securities are to be redeemable, in whole or in part, at the Company ’ s option and, if so redeemable, the period or periods within which, the price or prices at which and the terms and conditions upon which, Senior Debt Securities of the series may be r edeemed, including the date referred to in Section 11.08 ;

(h)   the obligation, if any, of the Company to redeem or purchase Senior Debt Securities of the series pursuant to any sinking fu nd or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Senior Debt Securities of the series shall be redeemed or purchased, in whole or i n part, pursuant to such obligation;

(i)   if other than denominations of $1,000 and any multiple thereof, the denominations in which Senior Debt Securities of the series in each applicable form shall be issuable;

(j)   if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Senior Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.02,   upon redemption of Senior Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to Section 5.04 ;

(k)    if Additional Amounts, pursuant to Section 10.04,   will not be payable;

(l)   the terms, if any, on which such Senior Debt Securities may or shall be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of suc h securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Senior Debt Securities may or shall be s o converted or exchanged;

(m)   if other than Dollars, provisions, if any, for the Senior Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies and specifying the Place of Payment and the manner of payment thereon and any other terms with respect thereto;

(n)   if other than the coin or currency in which the Senior Debt Securities of that series are denominated, the coin or currency in which payment of the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series shall be payable;

 
 
 
 
(o)   if the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Senior Debt Securities ar e denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(p)   whether the Senior Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities a nd the initial Holder with respect to such Global Security or Senior Debt Securities;

(q)   if the Senior Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Senior Debt Securit y of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(r)   if the amounts of payments of principal of (and p remium, if any) or interest, if any, on the Senior Debt Securities of the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calcu l ation Agent, if any, who shall be appointed and authorized to calculate such amounts;

(s)   any other Events of Default or covenants with respect to the Senior Debt Securities of such series and if other than as specified in this Senior Debt Indenture, the terms thereof;

(t)    the forms of Senior Debt Securities of the series; and

(u)   any oth er terms of the series (which terms shall not be inconsistent with the provisions of this Senior Debt Securities Indenture, except as permitted by Section 9.01(d) ) .

All Senior Debt Securities of any one series shall be substan tially identical except as to denomination and except as may otherwise be provided in or pursuant to such action or in any such indenture supplemental hereto.

If the forms of Senior Debt Securities of any series, or any of the terms thereof, are established by action taken pursuant to a Board Resolution, a copy of the Board Resolution in respect thereof shall be delivered to the Trustee at or prior to the deliv e ry of the Company Order pursuant to Section 3.03   for the authentication and delivery of such Senior Debt Securities.

Section 3.02 . Denominations. The Senior Debt Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01.   In the absence of any such specification with respect to Senior Debt Securities of any series, the Senior Debt Securities of each series shall be issuable in denominations of $1,000 each and any integral multiple thereof. Unless otherwise specified in accordance with Section 3.01,   any Global Security issued

 
 
 
 
and delivered to the Holder shall be i ssued in the form of units with each $1,000 principal amount of such Global Security constituting one unit.

Section 3.03 . Execution, Authentication, Delivery and Dating. The Senior Debt Securities shall be executed on behalf of the Company by any Executiv e Officer. The signature of any Executive Officer on the Senior Debt Securities may be manual or facsimile. Senior Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officer of the Company shall bind t he Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Senior Debt Securities.

At any time and from time to time after the execution and delivery of this Senior Debt Securities Indenture, the Company may deliver Senior Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Or d er for the authentication and delivery of such Senior Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Debt Securities. In authenticating such Senior Debt Securities and accepting the additio n al responsibilities under this Senior Debt Securities Indenture in relation to such Senior Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01)   shall be fully protected in relying upon, an Opin ion of Counsel stating that (a) the form and terms thereof have been established in conformity with the provisions of this Senior Debt Securities Indenture and (b) that this Indenture and such Senior Debt Securities, when authenticated and delivered by th e Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability ther e of may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditor ’ s rights and by general principles of equity.

The Trustee shall not be required to authenticate such Senior Debt Securities if the issu e of such Senior Debt Securities pursuant to this Senior Debt Securities Indenture will affect the Trustee ’ s own rights, duties or immunities under the Senior Debt Securities and this Senior Debt Securities Indenture or otherwise in a manner which is not r easonably acceptable to the Trustee.

Each Senior Debt Security shall be dated the date of its authentication.

No Senior Debt Security shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for any purpose u nless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Senior Debt Security shall be conclus i ve evidence, and the only evidence, that such Senior Debt Security has been duly authenticated and delivered hereunder and that such Senior Debt Security is entitled to the benefits of this Senior Debt Securities Indenture. Notwithstanding

 
 
 
 
the foregoing, if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Debt Security to the T rustee for cancellation as provided in Section 3.09,   for all purposes of this Senior Debt Securities Indenture, such Senior Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never b e entitled to the benefit of this Senior Debt Securities Indenture.

Section 3.04 . [Reserved]

Section 3.05 . Registration, Registration of Transfer and Exchange.

(a) Global Securities. This Section 3.05(a)   shall apply to Global Securities unless otherwise specified, as contemplated by Section 3.01 .

Except as otherwise specified, as contemplated by Section 3.01   hereof, the Senior Debt Securities shall b e initially issued and represented by one or more Global Securities, without Coupons attached thereto, which shall be authenticated as contemplated by this Senior Debt Securities Indenture.

Each Global Security authenticated under this Senior Debt Securit ies Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single S e nior Debt Security for all purposes of this Senior Debt Securities Indenture. Except as otherwise specified, as contemplated by Sectio n   3.01   hereof, each Global Security authenticated under this Senio r Debt Securities Indenture shall be initially registered in the name of DTC only.

Unless the Global Security is presented by an authorized representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of the Holder and any pa y ment is made to such nominee, any transfer, pledge or other use of the Global Security for value or otherwise shall be wrongful since the registered owner of such Global Security, the nominee of the Holder, has an interest in such Global Security.

Except as otherwise specified, as contemplated by Section 3.01   hereof, any Global Security shall be exchangeable for definitive Senior Debt Securities only as provided in this paragraph. A Global Security shall be exchangeable p ursuant to this Section only (i) if the relevant Depositary notifies the Trustee that it is unwilling or unable to continue to act as Depositary, (ii) if, in the event of a winding-up of the Company, the Company fails to make a payment on the Senior Debt S ecurities when due, or (iii) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be exchanged for definitive Senior Debt Securities of that series. Any Global Security tha t is exchangeable pursuant to the preceding sentence shall be

 
 
 
 
exchangeable for, unless otherwise specified or contemplated by Section 3.01 , definitive Senior Debt Securities be aring interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner   of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Senior Debt Securities shall be r egistered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided by the Holder to the Trustee.

Any Global Security that is exchangeable pursuant to the preceding paragraph, unless othe rwise specified as contemplated by Section 3.01,   shall be exchangeable for Senior Debt Securities issuable in authorized denominations of a like aggregate principal amount and tenor.

No Global Security may be transferred except as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to a successor of the Holder or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitl e d to receive physical delivery of Senior Debt Securities in definitive form and will not be considered the holders thereof for any purpose under this Senior Debt Securities Indenture.

In the event that a Global Security is surrendered for redemption or exchange for stock or other securities of the Company or another entity or other entities in part pursuant to Section 11.07,   the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the Global Security so su r rendered.

The Agent Members and any other beneficial owners shall have no rights under this Senior Debt Securities Indenture with respect to any Global Security held on their behalf by a Holder, and such Holder may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving   effect to any written certification, proxy or other authorization furnished by a Holder or (ii) impair, as between any such Holder or other clearance service and its Agent Members and Holders, the operation of customary practices governing the exercise of   the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is en t itled to give or take under this Senior Debt Securities Indenture.

 
 
 
 
In connection with any exchange of interests in a Global Security for definitive Senior Debt Securities of another authorized form, as p rovided in this Section 3.05(a),   then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Senior Debt Secur ities in aggregate principal amount equal to the principal amount of such Global Security or the portion to be exchanged executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surr e ndered by the Holder to the Trustee, as the Company ’ s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Senior Debt Securities without charge in which case the Company or Trustee may require payment of any taxe s or governmental charges arising and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Senior Debt Securities of authorized denominations as the portion of s u ch Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 3.05   shall be exchangeable for Senior Debt Securities issuable in the denominations specified as contemplated by Sectio n   3.01   and registered in such names as the Holder of such Global Security shall direct. If a definitive Senior Debt Security is issued in exchange for any portion of a Global Security after the close of busi ness at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such def i nitive Senior Debt Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable.

A Depositary may grant proxies and otherwise authorize any perso n, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Senior Debt Securities Indenture with respect to the Senior Debt Securities.

(b) Except as otherwise spe cified pursuant to Section 3.01,   Senior Debt Securities of any series may only be exchanged for a like aggregate principal amount of Senior Debt Securities of such series of other authorized denominations containing identical te rms and provisions. Senior Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02   for such purpose, and the Company shall execute, and the Trustee shall au thenticate and deliver, in exchange therefor the Senior Debt Security or Senior Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.

Except as otherwise specified pursuant to   Section 3.01,   the Company shall cause to be kept in the principal Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes coll ectively referred to as the “ Senior Debt Security Register ” ; provided , no such Senior Debt Security

 
 
 
 
Register shall be maintained in any office or agency in the United Kingdom other than in Scotland) in w hich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Senior Debt Securities and of transfers of such Senior Debt Securities. The Trustee is hereby appointed “ Senior Debt Security Registrar ” for the purpose of registering Senior Debt Securities and transfers of Senior Debt Securities as herein provided.

Senior Debt Securities shall be transferable only on the Senior Debt Security Register. Upon surrender for registration of transfer of any Senio r Debt Security of any series, together with the form of transfer endorsed on it, duly completed and executed at an office or agency of the Company designated pursuant to Section 10.02   for such purpose, the Company shall execute , and the Trustee shall authenticate and deliver to the address specified in the formal transfer, within three Business Days, in the name of the designated transferee or transferees, one or more new Senior Debt Securities of the same series of any authori z ed denominations containing identical terms and provisions, of a like aggregate principal amount.

If only part of a Senior Debt Security is transferred, a new Senior Debt Security of an aggregate principal amount equal to the amount not being transferred shall be executed by the Company, and authenticated and delivered by the Trustee to the transferor, in the name of the transferor, within three Business Days after the Trustee acting as Paying Agent pursuant to Section 10.02 receives the Senior Debt Secur i ty. The new Senior Debt Security will be delivered to the transferor by uninsured post at the risk of the transferor to the address of the transferor appearing in the Senior Debt Security Register. A new Senior Debt Security of an aggregate principal amou n t equal to the amount being transferred shall be delivered by the Trustee to the transferee, in the name of the transferee, within three Business Days after the Trustee acting as Paying Agent pursuant to Section 10.02 receives the Senior Debt Security. Th e new Senior Debt Security will be delivered to the transferee by uninsured post at the risk of the transferee to the address of the transferee specified in the form of transfer.

All Senior Debt Securities issued upon any registration of transfer or exchange of Senior Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Senior Debt Securities Indentur e , as the Senior Debt Securities surrendered upon such registration of transfer or exchange.

Every Senior Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endor sed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Senior Debt Securities, but the Company may require payment of a

 
 
 
 
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Senior Debt Securities, other than exchanges pursuant to Sections 3.04,   9.06   or 11.07   not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange any Senior Debt Security of any series during a period beginning at the opening of b usiness 15 days before the day of the giving of a notice of redemption of Senior Debt Securities of such series selected for redemption under Sectio n   11.03   and ending at the close of business on the d ay of the giving of such notice, or (ii) to register the transfer of or exchange any Senior Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Senior Debt Securities being redeemed in part.

Section 3.06 . Mutilated, Destroyed, Lost and Stolen Senior Debt   Securities. If any mutilated Senior Debt Security (including any Global Security)   is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Senior Debt Security, authe nticate and deliver in exchange therefor a new Senior Debt Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Senior Debt Security (including any Global Security) and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them h a rmless, then, in the absence of notice to the Company or the Trustee that such Senior Debt Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver in lieu of any such d e stroyed, lost or stolen Senior Debt Security a new Senior Debt Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Senior Debt Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Senior Debt Security, pay such Senior Debt Security.

Upon the issuance of any new Senior Debt Security under this Se ction, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Sen ior Debt Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Debt Security shall constitute an original additional contractual obligation of the Company whether or not the destroyed, lost or stolen Senior   Debt Security shall be at any time

 
 
 
 
enforceable by anyone, and shall be entitled to all the benefits of this Senior Debt Securities Indenture equally and proportionately with any and all other Senior Debt Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) al l other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt Securities.

Section 3.07 . Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01   with respect to any series of Senior Debt Securities, interest, if any, on any Senior Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid to the Holder (including if held through a Paying Agent of the Company designated pursuant to Section 3.01   outside the United Kingdom for collection by the Holder) at the close of business on the Regular Record Date for such interest.

In the case of Senior Debt Secur ities where payment is to be made in Dollars, payment at any Paying Agent ’ s office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by transfer to a Dollar account maintained by the payee with, a ba n k in The City of New York.

In the case of Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to Section 3.01 .

Any interest on any Senior Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called “ Default Interest ” . Default Interest on any Senior Debt Security of any series shall for thwith cease to be payable to the 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 (a) or (b) below:

(a) The Com pany may elect to make payment of any Default Interest to the Persons in whose names the Senior Debt Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of   such Default Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Default Interest proposed to be paid on each Senior Debt Security of such series and the date of the proposed payment, an d at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Default Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date   of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Default Interest as in this clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such Default Inter e st in respect of such Senior Debt Securities of such series which

 
 
 
 
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after it del ivers to the Trustee notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Default Inter e st and the Special Record Date therefor to be given in the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Default Interest on the Senior Debt Securities of   such series and the Special Record Date therefor having been so given, such Default Interest on the Senior Debt Securities of such series shall be paid in the case of Senior Debt Securities to the Persons in whose names such Senior Debt Securities (or the i r respective Predecessor Securities) are registered in the Senior Debt Security Register at the close of business on the Special Record Date, and such Default Interest shall no longer be payable pursuant to the following clause (b); or

(b) The Company may make payment of any Default Interest on the Senior Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Senior Debt Securities may be listed, and upon such notice as may b e required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to   interest accrued and unpaid, and to accrue, which were carried by such other Senior Debt Security.

Section 3.08 . Persons Deemed Owners. Prior to due presentment of a Senior Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Senior Debt Security is registered as the owner of such Senior Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07)   interest, if any, on such Senior Debt Security and for all other purposes whatsoever, whether or not such Senior Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be af fected by notice to the contrary.

Section 3.09 . Cancellation. All Senior Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Senior Debt Securities previously authenticated and delivered hereunder and all Senior Debt Securities so delivered shall be promptly cancelled by t h e Trustee. No Senior Debt Securities shall be authenticated in lieu of or in

 
 
 
 
exchange for any Senior Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Senior Debt Securities of any series or pursuant to the provisions of this Senior Debt Securities Indenture. The Trustee shall deliver to the Company all cancelled Senior Debt Securities held by the Trustee.

Section 3.10 . Computation of Interest. Except as otherwise specified pursuant to Section 3.01   for Senior Debt Securities of any series, payments of interest on the Senior Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-da y months.

Section 3.11 . CUSIP Numbers. The Company in issuing any series of the Senior Debt Securities may use “ CUSIP” , “ ISIN” and/or “ Common Code” numbers (if then generally in use) or any successor to such numbers and thereafter with respect to such series, the Trustee shall use “ CUSIP” , “ ISIN” and/or “ Common Code” numbers or successor numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Senior D e bt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “ CUSIP” , “ ISIN” and/or “ Common Code” numbers or successor numbers.

Section 3.12 . A dditional Senior Debt Securities. The Company may, from time to time, without the consent of the Holders of the Senior Debt Securities of any series, issue additional Senior Debt Securities of one or more of the series of Senior Debt Securities issued unde r this Senior Debt Securities Indenture, having the same ranking and same interest rate, Maturity, redemption terms and other terms, except for the price to the public and issue date and first Interest Payment Date, as the Senior Debt Securities; provided , however, that such additional Senior Debt Securities must be fungible with the Senior Debt Securities for U.S. federal income tax purposes. Any such additional Senior Debt Securities, together with the Senior Debt Securities of the applicable series, wil l constitute a single series of Senior Debt Securities under this Senior Debt Securities Indenture and shall be included in the definition of “ Senior Debt Securities” in this Senior Debt Securities Indenture where the context requires.
 
ARTICLE 4
S ATISFACT ION AND D ISCHARGE

Section 4.01 . Satisfaction and Discharge of Senior Debt Securities   Indenture. This Senior Debt Securities Indenture shall upon Company Request   cease to be of further effect with respect to Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of Senior

 
 
 
 
Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Senior Debt Securities Indenture with respect to the Senior De b t Securities of such series when:

(a)   
either

(i)   all Senior Debt Securities of such series theretofore authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06   and (B) Senior Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03)   have been delivered to the Trustee for cancellation; or

(ii)   all such Senior Debt Securities not theretofore delivered to the Trustee for cancellation

(A)   hav e become due and payable or will become due and payable at their Stated Maturity within one year, or

(B)   are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or

(C)   are to be exchanged for stock or other securities of the Company or another entity or other entities and notice of exchange of such Senior Debt Securities for stock or other securities of the Comp any or another entity or other entities shall have been given,

and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations (with respect to Senior De bt Securities denominated in Dollars) or Foreign Government Securities (with respect to Senior Debt Securities denominated in the same Foreign Currency) maturing, in the case of (A) and (B) above, as to principal and interest, if any, and, in the case of ( C) above, as to accrued interest, if any, in such amounts and at such times as will ensure the availability of cash sufficient to pay and discharge all claims with respect to such Senior Debt Securities not theretofore delivered to the Trustee for cancell a tion, in the case of (A) and (B) above, for principal (and premium, if any) and accrued interest, if any, and, in the case of (C) above, as to accrued interest, if any, to the date of such deposit (in the case of Senior Debt Securities which have become d u e and payable) or to the Redemption Date;

 
 
 
 
(b)   the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities of such series; and

(c)   the Company has delivered to the Trustee an Officer ’ s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Senior Debt Securities Indenture with respec t to the Senior Debt Securities of such series have been complied with.

Notwithstanding any satisfaction and discharge of this Senior Debt Securities Indenture, the obligations of the Company to the Trustee under Sectio n   6.07,   the obligations of the Trustee to any Authenticating Agent under Sectio n   6.14   and, if cash, U.S. Government Obligations and/or Foreign Government Securities shall have bee n deposited with the Trustee pursuant to subclause 4.01(a)(ii) of clause 4.01(a) of this Section, the obligations of the Trustee under Section 4.02   and the last paragraph of Section 10.03   shall surviv e such satisfaction and discharge, including any termination under any bankruptcy law.

Section 4.02 . Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03,   all cash, U.S. Government Obligations and Foreign Government Securities deposited with the Trustee pursuant to Sectio n   4.01   shall be held in trust and such cash and the proceeds from such U.S.

Govern ment Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the provisions of the Senior Debt Securities of such series, and this Senior Debt Securities Indenture, to the payment, either directly or through any Paying A gent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign Governmen t Securities have been deposited with the Trustee.

Section 4.03 . Repayment to Company. The Trustee, the Calculation Agent and any Paying Agent promptly shall pay to the Company upon Company Request any excess money, U.S. Government Obligations and/or Forei gn Government Securities held by them at any time with respect to any series of Senior Debt Securities.
 
ARTICLE 5
R EMEDIES

Section 5.01 . Events of Default. “ Event of Default ” , wherever used herein with respect to Senior Debt Securities of a particular s eries, means (i) that, whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any adminis t rative or

 
 
 
 
governmental body, except as otherwise provided as contemplated by Sectio n   3.01   with respect to any series of Senior Debt Securities, the Company failed to pay any principal or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment and the principal or interest has not been duly paid wi t hin a further 14 days following written notice from the Trustee to the Company or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the non-paymen t to be made good, (ii) the making of an order by a Scottish court of competent jurisdiction which is not successfully appealed within 30 days of the making of such order, or the valid adoption by the shareholders of the Company of an effective resolution,   for the winding-up of the Company (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency), (iii) any other Event of Default provided with respect to Senior Debt Securities of such s eries pursuant to Section 3.01 or, (iv) the default in the performance, or breach, of any covenant or warranty of the Company in this Senior Debt Securities Indenture (other than a covenant or warranty a default in whose performance or whose breach is els e where in this Section 5.01   specifically dealt with) provided, that default or breach has not been remedied within 60 days of receipt by the Company and the Trustee from the Holders of at least 25% aggregate principal amount of t he Outstanding Senior Debt Securities of that series of a written notice requiring the breach to be remedied or written notice from the Trustee to the Company requiring the breach to be remedied.

Section 5.02 . Acceleration of Maturity; Rescission and Annu lment. If an Event of Default occurs with respect to Senior Debt Securities of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Secu rities of such series may declare the principal amount (or, in the case of Original Issue Discount Securities, the accreted face amount) together with accrued interest, if any, on all the Senior Debt Securities of that series to be due and payable immedia t ely, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in a g gregate principal amount of the Outstanding Senior Debt Securities of such series, by written notice to the Company and the Trustee, may rescind or annul such declaration of acceleration and its consequences (including any Event of Default under another s e ries of Senior Debt Securities arising therefrom) but only if

(a)   the Company has paid or deposited with the Trustee a sum sufficient to pay

 
 
 
 
(i)   the principal of (and premium, if any, on) any Senior Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any due and payable interest, and overdue interest, if any, thereon at the rate or rates pres c ribed therefor in such Senior Debt Securities,

(ii)   all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)   all Events of Default with re spect to Senior Debt Securities of such series have been cured or waived as provided by Section 5.13 .

No such rescission or annulment shall affect any subsequent default or impair any right consequent thereon.

Section 5.03 . Collection of Indebtedness and Suits for Enforcement by   Trustee. The Company covenants that, if the Company fails to pay any principal   or any interest on any Senior Debt Securities of that series within 14 days from the due date for payment and the princ ipal or interest has not been duly paid within a further 14 days following written notice from the Trustee to the Company or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securit i es of that series requiring the non-payment to be made good, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Debt Securities, the whole amount then due and payable on such Senior Debt Securities for p r incipal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any), at the rate or rates prescribed therefor in such Senior Debt Securities; and, in addition thereto, such further amount as shall be sufficient t o cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Senior Debt Securities of any series occurs and is con tinuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Senior Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and en f orce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including the institution of pro c eedings in Scotland (but not elsewhere) for the winding-up of the Company.

The Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim or combination of accounts with respect to the Senior Debt Securities or this Senior Debt Securities Indenture (or between the obligations under or in respect of any Senior Debt

 
 
 
 
Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding up of the Company.

Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt Securities if such payment is withheld or refused and we deliver an Opinion of Counsel to the   Trustee concluding that such sums were not paid in order to comply with any law or regulation or with the order of any court of competent jurisdiction, upon which opinion the Trustee may conclusively rely. If any such Opinion of Counsel concludes 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 after the Trustee giv e s written notice to the Company informing it of such resolution.

No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon and no recourse under or upon any obliga tion, covenant or agreement of the Company in this Senior Debt Securities Indenture, or in any Senior Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or directo r , past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of any asses s ment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the i ssue of the Senior Debt Securities.

Notwithstanding any contrary provisions, nothing shall impair the right of a Holder, absent the Holder ’ s consent, to sue for any payments due but unpaid with respect to the Senior Debt Securities.

Section 5.04 . Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Senior Debt Securities of any series or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irres p ective of whether the principal of the Senior Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the paymen t of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to

 
 
 
 
have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys and other property payable or deliverable on any such claims and to d istribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Senior Debt Security to make such payments to the Trustee and, i n the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to first pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent s and counsel, and any other amounts due to the Trustee under Sectio n 6.07.

Subject to Article Eight and Section 9.02,   nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of any Senior Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting any Senior Debt Securities or the rights of any Holder of any Senior Debt Security or to autho r ize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding.

Section 5.05 . Trustee May Enforce Claims Without Possession of Senior   Debt Securities. All rights of action and claims under this Senior Debt Securities   Indenture or the Senior Debt Securities may be prosecuted and enforced by the Trustee without the possession of any of the Senior Debt Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trust e e shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the r a table benefit of the Holders of the Senior Debt Securities in respect of which such judgment has been recovered.

Section 5.06 . Application of Money Collected. Any money collected by the Trustee pursuant to this Article in respect of any series of Senior D ebt Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any, upon presentation of such Senior Debt Secur i ties and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts applicable to such series of Senior Debt Securities due and owing to the Trustee under Section 6.07 ;

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Senior Debt Securities in respect of which or for the benefit of which such money has been collec ted, ratably, without preference or priority of any kind, according to the amounts due and payable on such Senior Debt Securities for principal (and premium, if any) and interest, if any, respectively; and

 
 
 
 
THIRD: To the payment of the balance, if any, to the Company or any other Person or Persons legally entitled thereto.

Section 5.07 . Limitation on Suits. No Holder of any Senior Debt Security of any series shall have any right to institute any procee ding, judicial or otherwise, with respect to this Senior Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a)   such Holder has previously given written notice to the Trustee of a continu ing Event of Default with respect to Senior Debt Securities of the same series specifying such Event of Default and stating that such notice is a “ Notice of   Default ” hereunder;

(b)   the Holders of not less than 25% in aggregate principal amount of the Ou tstanding Senior Debt Securities of such series 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;

(c)   such Ho lder of a Senior Debt Security has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d)   the Trustee for 60 days after its receipt of such notice, r equest and offer of indemnity has failed to institute any such proceeding; and

(e)   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 the Outsta nding Senior Debt Securities of such series;

it being understood and intended that no one or more Holders of Senior Debt Securities of a particular series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Senior Debt Securities Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Senior Deb t Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Senior Debt Securities of such series.

Section 5.08 . Unconditional Right of Holders to Receive Principal,   Premium and Interest, if Any. Not withstanding any other provision in this Senior   Debt Securities Indenture, the Holder of any Senior Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07)   interest, if any, on such Senior Debt Security on the respective Stated Maturities as expressed in such Senior Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforceme nt of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

 
 
 
 
Section 5.09 . Restoration of Rights and Remedies. If the Trustee or any Holder of any Senior Debt Security has instituted any proceeding to enforce any right or remedy under this Senior Debt Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determine d adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of Senior Debt Securities shall be restored severally and respectively to their former posi t ions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Senior Debt Securities shall continue as though no such proceeding had been instituted.

Section 5.10 . Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Debt Securities in the last paragraph of Section 3.06,   no right or remedy herein conferred upon or reserved to the Trustee or to the Holders o f Senior Debt Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing   at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11 . Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Senior Debt Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence t herein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Senior Debt Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Senior Debt Securiti e s, as the case may be.

Section 5.12 . Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Senior Debt Securities of such series, provided that the direction is in writing and the Trustee has been offered indemnity and/or secu r ity satisfactory to it in its sole discretion; and

(a)   such direction shall not be in conflict with any rule of law or with this Senior Debt Securities Indenture;

(b)   the action so directed would not be unjustly prejudicial to the Holders of any Senior Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and

 
 
 
 
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 5.13 . Waiver of Past Defaults. The Trustee may without prejudice to its rights in respect of any s ubsequent Event of Default from time to time and at any time waive any Event of Default or authorize any proposed Event of Default by the Company, provided that in its opinion the interests of the Holders shall not be materially prejudiced thereby and, pr o vided further, that the Trustee shall not exercise any powers conferred on it by this clause in contravention of any notice in writing to the Company and the Trustee made pursuant to Section 5.02   hereof but so that no such notic e shall affect any waiver or authorization previously given or made. The Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series may on behalf of the Holders of all the Senior Debt Securiti e s of such series waive any past Event of Default hereunder with respect to such series and its consequences, except an Event of Default:

(a)   in the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security of such series, or

(b)   in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of th e Holder of each Outstanding Senior Debt Security of such series affected.

Upon any such waiver, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Senior Debt Securities Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Section 5.14 . Undertaking for Costs. All parties to this Senio r Debt Securities Indenture agree, and each Holder of any Senior Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Senior   Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discret i on assess reasonable costs, including reasonable attorneys ’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Sectio n shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Senior Debt Securities of any series, or to any suit instituted b y any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security on or after the respective Stated Maturities expressed in such Senior Debt Security (or, in the case of redemption, o n or after the Redemption Date).

 
 
 
 
ARTICLE 6
T HE T RUSTEE

Section 6.01 . Certain Duties and Responsibilities. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Senior Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise in c ur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liab i lity is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Senior Debt Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to t h e provisions of this Section 6.01 .

Section 6.02 . Notice of Defaults. Within 90 days after the occurrence of any Event of Default hereunder with respect to Senior Debt Securities of any series of which a Responsible Officer of t he Trustee has written notice of such Event of Default the Trustee shall transmit in the manner and to the extent provided in Section 1.06   to Holders of Senior Debt Securities of such series notice of such Event of Default hereu nder known to the Trustee, unless such Event of Default shall have been cured or waived; provided , however , that, the Trustee shall be protected in withholding such notice (except for a payment default) if it determines in good faith that the withholding o f such notice is in the interest of the Holders of Senior Debt Securities of such series.

Section 6.03 . Certain Rights of Trustee. Subject to the provisions of Section 6.01 :

(a)   the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officer ’ s Certificate, or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of inde b tedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)   any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

(c)   whenever in the administration of this Senior Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specificall y prescribed) may, in the absence of

 
 
 
 
bad faith on its part, rely upon an Officer ’ s Certificate and/or an Opinion of Counsel;

(d)   the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith an d in conclusive reliance thereon;

(e)   the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Debt Securities Indenture at the request or direction of any of the Holders pursuant to this Senior Debt Se curities Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity satisfactory to it in the Trustee ’ s sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such reque s t or direction; and the Trustee may act at the written direction of the requisite percentage of Holders without liability,

(f)   the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, stat ement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation i nto such facts or matters as it may see fit at the reasonable expense of the Company and shall incur no liability by reason of such inquiry or investigation; provided that the Trustee shall not be entitled to such information which the Company is prevente d from disclosing as a matter of law or contract;

(g)   the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misc onduct or negligence on the part of any agent (other than an officer or employee of the Trustee) or attorney appointed with due care by it hereunder;

(h)   the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Senior Debt Securities Indentu r e;

(i)   the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office o f the Trustee;

(j)   the Trustee shall not be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or dam age and regardless of the form of action; and

 
 
 
 
(k)   the Trustee shall not be liable f or any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or mili t ary disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations, governmental action or t he like which delay, restrict or prohibit the providing of the services contemplated by this Senior Debt Securities Indenture; and

(l)   The Trustee bank in any other agency role hereunder shall have the same rights, protections, reimbursement and indemni ty as is accorded the Trustee under Section 6.03.

Section 6.04 . Not Responsible for Recitals or Issuance of Senior Debt   Securities. The recitals contained herein and in the Senior Debt Securities, except   the Trustee ’ s certificates of authentication, shal l be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Senior Debt Securities Inden t ure or of the Senior Debt Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Senior Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the u se or application by the Company of Senior Debt Securities or the proceeds thereof.

Section 6.05 . May Hold Senior Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Senior Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Senior Debt Securities and, subject to Sections 6.08   and 6.13,   may otherwise deal with the Comp any with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Senior Debt Security Registrar, Calculation Agent or such other agent.

Section 6.06 . Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 6.07 . Compensation and Reimbursement.

The Company agrees:

(a) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as agreed upon in writing by the Company in a fee letter which may be amended from time to time (whic h compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

 
 
 
 
(b)   except as otherwise expressly provided herein, to reimburse the Trustee u pon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Senior Debt Securities Indenture (including the reasonable compensation and the expenses and disbursements of i ts agents and counsel), except any such expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and

(c)   to indemnify the Trustee (which for purposes of this subparagraph Section 6.07(c)   shall be deemed to include its directors, officers, employees, and agents) for, and to hold it harmless against, any and all loss, liability, clai m, damage or expense (including legal fees and expenses) incurred without negligence or bad faith on its part with respect to duties expressly stated in this Indenture, arising out of or in connection with the acceptance or administration of the trust or t rusts hereunder including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder but excluding any tax liabilities of the Trustee in respect of its n et profits.

The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly after a Responsible Officer of the Trustee becomes aware of such commencement (provided that the failure to make such notification shall not affect the Trustee ’ s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably sat i sfactory to the Trustee. If the Company and the Trustee are being represented by the same counsel and the Company has assumed the defense of the claim, the Trustee shall not be authorized to settle a claim without the written consent of the Company, which   consent shall not be unreasonably withheld. In the case where the Company has assumed the defense of a claim and the Trustee and the Company are represented by the same legal counsel, the Trustee should not settle such a claim without the written consent o f the Company, which shall not be unreasonably withheld.

If the Trustee is represented by separate counsel due to a conflict of interest or its need for separate representation due to a need to assert defenses which are different from the Company ’ s in the Trustee ’ s sole discretion, the Trustee shall be entitled to enter into any settlement without the written consent of the Company and any and all fees, costs and expenses of such separate legal representation of the Trustee will be paid by the Company.

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a senior lien to which the Senior Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such,   except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on the Senior Debt Securities.

 
 
 
 
The Trustee ’ s right to reimbursement and indemnity under this Sectio n   6.07   shall survive the payment in full of the Senior Debt Securities, the discharge of the Indenture, and the resignation or removal of the Trustee.

Section 6.08 . Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, an d subject to the provisions of, the Trust Indenture Act and this Senior Debt Securities Indenture.

Section 6.09 . Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a banking corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subj e ct to supervision or examination by Federal or State or District of Columbia authority and, if there be such banking corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in the Borou g h of Manhattan, The City of New York, New York. If such banking corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the com b ined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions o f this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article   6.

Section 6.10 . Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11 .

(b)   The Tr ustee may resign at any time with respect to the Senior Debt Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.1 1 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securi t ies of such series.

(c)   The Trustee may be removed at any time with respect to the Senior Debt Securities of a ny series by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such series delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11   shall not have been delivered to the Trustee

 
 
 
 
within 30 days after the giving of such notice of removal, the Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.

(d)   
If at any time:

(i)   the Trustee shall fail to comply with Section 6.08   after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest for at least six months, or

(ii)   the Trustee shall cease to be eligible under Section 6.09   and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months, or

(iii)   the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservatio n or liquidation, or

(iv)   the Trustee shall fail to perform its obligations to the Company under the Senior Debt Securities Indenture in any material respect,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with res pect to any or all series of Senior Debt Securities or (B) subject to Section 5.14   (and except in the case of subparagraph 6.10(d)(iv) above), any Holder who has been a bona fide Holder of a Senior Debt Security for at least six months (and, in the case of Section   6.10(d)(i)   above, who is a Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all oth ers similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Senior Debt Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become in capable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Senior Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respec t to the Senior Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Senior Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to t he Senior Debt Securities of any particular series), and shall comply with the applicable requirements of Section 6.11.   If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a

 
 
 
 
successor Trustee with respect to the Senior Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such ser ies delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,   become the succes sor Trustee with respect to the Senior Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Senior Debt Securities of any series shall have been so appointe d by the Company or the Holders of Senior Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11,   any Holder who has been a bona fide Holder of a Senior Debt Security of such se ries for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.

(f) The Company sh all give notice of each resignation and each removal of the Trustee with respect to the Senior Debt Securities of any series and each appointment of a successor Trustee with respect to the Senior Debt Securities of any series in the manner and to the exte n t provided in Section 1.06 . Each notice shall include the name of the successor Trustee with respect to the Senior Debt Securities of such series and the address of its Corporate Trust Office.

Section 6.11 . Acceptance of Appoin tment by Successor.

(a)   In case of the appointment hereunder of a successor Trustee with respect to all Senior Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trust s and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and tr u sts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)   In case of the appointment hereunder of a successor Trustee with respect to the Senior Debt Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Senior Debt Securities of such ser i es shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each succ e ssor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series to which the appointment of such successor Trustee

 
 
 
 
relates, (ii) if the retiring Trustee is not retiring with respect to all Senior Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee wit h respect to the Senior Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Senior Debt Securities Indenture as s hall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and t hat each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or remov a l of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with r e spect to the Senior Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee   all property and money held by such retiring Trustee hereunder with respect to the Senior Debt Securities of such series to which the appointment of such successor Trustee relates.

(c)   Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11,   as the case may be.

(d)   No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article   6.

Section 6.12 . Merger, Conversion, Consolidation or Succession to   Business. Any corporation into which the Trustee may be merged or converted or   with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Tr ustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this A rticle, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, c onversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Senior Debt Securities.

 
 
 
 
Section 6.13 . Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Senior Debt Securities of a series), the Trustee sha ll be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.14 . Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent o r Agents with respect to one or more series of Senior Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Senior Debt Securities of such series upon original issue, or issued upon exchange, registration of transfer or   partial redemption thereof or in lieu of destroyed, lost or stolen Senior Debt Securities, and Senior Debt Securities so authenticated shall be entitled to the benefits of this Senior Debt Securities Indenture and shall be valid and obligatory for all pur p oses as if authenticated by the Trustee hereunder. Wherever reference is made in this Senior Debt Securities Indenture to the authentication and delivery of Senior Debt Securities by the Trustee or the Trustee ’ s certificate of authentication, such referen c e shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to   the Company and shall at all times be a corporation or banking association organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a   combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to   the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report   of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14,   such Authenticating Agent shall resign immediately in the manner and with the e ffect specified in this Section.

Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation t o which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such co r poration or national banking association shall be otherwise eligible under this Section 6.14,   without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

 
 
 
 
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving wri tten notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this   Sectio n   6.14,   the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Senior Debt Securities in the manner and to the extent provided in Section 1.06.   Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if ori ginally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14 .

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14 .

If an appointment with respect to one or more series is made pursuant to this Section, the Senior Debt Securities of such series may have endorsed thereon, in li eu of the Trustee ’ s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Senior Debt Securities referred to in the within-mentioned Senior Debt Securities Indenture.
 
 
 
THE BANK OF NEW YORK MELLON
 
       
       
 
as Trustee
 
     
  By:    
 
 
[NAME OF AUTHENTICATING AGENT]
 
       
       
 
as Authenticating Agent
 
     
  By:    
 
 
 
 
 
 
ARTICLE 7
H OLDERS L ISTS AND R EPORTS BY T RUSTEE AND C OMPANY

Section 7.01 . Company to Furnish Trustee Names and Addresses of   Holders. The Company, with respect to any series of Senior Debt Securities, will   furnish or cause to be furnished to the Trustee

(a)   quarterly, not more than 15 days after each Regul ar Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Senior Debt Securities and Senior Debt Securities on which interest is paid less frequently than quarterly as contemplated by Sect ion 3.01),   a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Senior Debt Securities as of such Regular Record Date or such specified date, and

(b)   at such other times as the Trustee may request i n writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

The Company need not furnish or cause to be furnished to the T rustee pursuant to this Section 7.01   the names and addresses of Holders of Senior Debt Securities so long as the Trustee acts as Senior Debt Security Registrar with respect to such series of Senior Debt Securities.

Section 7.02 . Preservation of Information; Communication to Holders.

(a)   The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01   and (ii) received by the Trustee in its capacity as Paying Agent or Senior Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in Sectio n 7.1    upon receipt of a new list so furnished.

(b)   The rights of the Holders of Senior Debt Securities of any series to communicate with other Holders with respect to their rights under this Senior Debt Securities Indenture or under the Senior Debt Sec urities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c)   Every Holder, by receiving and holding a Senior Debt Security, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 7.02(b)   or otherwise made pursuant t o the Trust Indenture Act.

Section 7.03 . Reports by Trustee and Company.

 
 
 
 
(a)   On or before July 31 in each year following the date hereof, so long as any Senior Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act a brief report dated as of a date required by and in compliance with the Trust In d enture Act.

(b)   A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee has been notified that the Senior Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Senior Debt Securities are listed on any securities exchange.

(c)   The Company will furnish the Trustee with interim and annual audited reports within 180 days following the end of the Compa ny ’ s fiscal year with respect to its annual report, and within 90 days of the end of any interim reporting period, its interim report, and upon receipt thereof, the Trustee will mail such reports to all record holders of Senior Debt Securities. In additio n , the Company will furnish the Trustee with all notices of meetings at which holders of Senior Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available to holders of Senior Deb t Securities. The Trustee will, at the Company ’ s expense, make such notices, reports and communications available for inspection by holders of Senior Debt Securities in such manner as the Company may determine and, in the case of any notice received by the   Trustee in respect of any meeting at which holders of Senior Debt Securities of a particular series are entitled to vote, will mail to all such record holders of Senior Debt Securities, at the Company ’ s expense, a notice containing a summary of the inform a tion set forth in such notice of meeting.

Section 7.04 . Reports by the Company. The Company shall:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commi s sion may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or r eports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and r eports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Delivery of such reports, inform a tion and documents to the Trustee is for informational purposes only and the Trustee ’ s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including th e Company ’ s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer ’ s Certificate);

 
 
 
 
(b)   file with the Trustee and the Commission, in accordan ce with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Senior Debt Securities Indenture as may be   required from time to time by such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee ’ s receipt of such shall not constitute constructive notice of any information c o ntained therein or determinable from information contained therein, including the Company ’ s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer ’ s Certificate); and

(c)   transmit to Holders , in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b ) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.
 
ARTICLE 8
C ONSOLIDATION , M ERGER , C ONVEYANCE OR T RANSFER

Section 8.01 . Company May Consolidate, Etc. Only on Certain Terms.

The Company may, without the consent of Holders of any Senior Debt Securities of any series Outstanding under this Senior Debt Securities Indenture, consolidate or amalgamate with or merge into any other corporation or convey or transfer or lease its prop e rties and assets substantially as an entirety to any Person, provided   that :

(a)   the corporation formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and ass ets of the Company substantially as an entirety (i) shall be a company organized and existing under the laws of the United Kingdom or any political subdivision thereof, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and del i vered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including Deferred Amounts), if any, on all the Senior Debt Securities in accordance with the provisions of suc h Senior Debt Securities and this Senior Debt Securities Indenture and the performance of every covenant of this Senior Debt Securities Indenture on the part of the Company to be performed or observed;

(b)   immediately after giving effect to such transaction no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

 
 
 
 
(c) the Company shall have delivered to the Trustee an Officer ’ s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 8.02 . Successor Corporation Substituted. Upon any consolidation, amalgamation or merger by the Company into any other corporation or any convey ance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01,   the successor corporation formed by such consolidation or amalgamation or into which the Company is merge d or to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company, under this Senior Debt Securities Indenture with the same effect as if such successor corporation had been n a med as the Company herein, and thereafter, the predecessor corporation shall be relieved of all obligations and covenants under the Senior Debt Securities Indenture and the Senior Debt Securities.

Section 8.03 . Assumption of Obligations. With respect to t he Senior Debt Securities of any series, a wholly -owned Subsidiary of the Company (a “ successor entity ” ) may without the consent of any Holder assume the obligations of the Company (or any corporation which shall have previously assumed the obligations of the Company) for the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on any series of Senior Debt Securities in accordance with the provisions of such Senior Debt Securities and this Senior Debt Securities Ind e nture and the performance of every covenant of this Senior Debt Security Indenture and such series of Senior Debt Securities on the part of the Company to be performed or observed, provided that :

(a)   the successor entity shall expressly assume such obligations by an amendment to the Senior Debt Securities Indenture, executed by the Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and t he Company shall, by amendment to the Senior Debt Securities Indenture, unconditionally guarantee (such guarantee shall be given on a Senior basis consistent with Article Twelve hereof) all of the obligations of such successor entity under the Senior Debt   Securities of such series and the Senior Debt Securities Indenture as so modified by such amendment;

(b)   such successor entity shall confirm in such amendment to the Senior Debt Securities Indenture that such successor entity will pay all Additional Amo unts, if any, payable pursuant to Section 10.04   in respect of all the Senior Debt Securities (subject to the exceptions specified therein), provided, however , that for these purposes such successor entity ’ s country of organizati on will be substituted for the United Kingdom in the definition of “ Taxing Jurisdiction” ;

 
 
 
 
(c)   immediately after giving effect to such assumption of obligations, no Event of Default and no event which , after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(d)   the Company shall have delivered to the Trustee an Officer ’ s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied with.

Upon any such assumption, the successor entit y shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Senior Debt Securities Indenture with respect to any such Senior Debt Securities with the same effect as if such successor entity had been named a s the Company in this Senior Debt Securities Indenture ( provided, however , that the right of the successor to redeem the Senior Debt Securities of the relevant series shall only apply with respect to any change or amendment to, or change in the application or official interpretation of, the laws or regulations (including any treaty) of the successor ’ s jurisdiction of incorporation which occurs after the date of assumption) and the Company or any legal and valid successor corporation which shall theretofore   have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such Senior Debt Securities except as provided in clause (a) of this Section 8.03 .

If the Company makes payment under th e guarantee, the Company shall be required to pay all Additional Amounts, if any, payable pursuant to Sectio n   10.04   in respect of the Senior Debt Securities (subject to the exceptions set forth therei n, provided, however , that for purposes of payment by the Company under the guarantee, the definition of “ Taxing Jurisdiction” shall include the successor entity ’ s country of organization and the United Kingdom.
 
ARTICLE 9
S UPPLEMENTAL I NDENTURES

Section 9.01 . Supplemental Indentures without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplementa l hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a)   to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of any the Company herein and in the Senior D ebt Securities;

(b)   to add to the covenants of the Company for the benefit of the Holders of all or any series of Senior Debt Securities (and, if such covenants are to be for the benefit of fewer than all series of Senior Debt Securities, stating that

 
 
 
 
such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;

(c)    to add any additional Events of Default;

(d)   to add to, change or eliminate any of the provisions of this Senior Debt Securities Indenture, or any supplemental 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;

(e)    to secure the Senior D ebt Securities;

(f)   to establish the form or terms of Senior Debt Securities of any series as permitted by Sections 2.01   or 3.01 ;

(g)   to change any Place of Payment, so long as the Place of Payment as required by Section 3.01   is maintained;

(h)   to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with a ny other provision herein or in any supplemental indenture;

(i)   to make any other provisions with respect to matters or questions arising under this Senior Debt Securities Indenture, provided such action shall not adversely affect the interests of the H olders of Senior Debt Securities of any series in any material respect;

(j)   to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Debt Securities of one or more series and to add to or chan ge any of the provisions of this Senior Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11( b);   or

(k)   to change or eliminate any provision of this Senior Debt Securities Indenture as permitted by Section 1.07 .

Section 9.02 . Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of each series affected by such supplemental Senior Debt Securities Indenture (voting as a class), by Act of said Holders d elivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating   any of the provisions of this Senior Debt

 
 
 
 
Securities Indenture or of modifying in any manner the rights of the Holders of Senior Debt Securities of such series under this Senior Debt Securities Indenture ; provided, however , that no such supplemental indenture may, without the consent   of the Holder of each Outstanding Senior Debt Security affected thereby,

(a)   change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Senior Debt Security, reduce the principal amount thereof or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due a nd payable upon an acceleration of the Maturity thereof pursuant to Section 5.02,   or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant to Section 10.0 4 (except as contemplated by Section 8.01(a)   and permitted by Section 9.01(a))   on the Senior Debt Securities, or the currency of payment of the principal amount of, premium, if any, or interest on, any such Se nior Debt Security, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

(b)   reduce the percentage in aggregate principal amount of the Outstanding Senior Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compl i ance with certain provisions of this Senior Debt Securities Indenture or of certain defaults hereunder and their consequences) provided for in this Senior Debt Securities Indenture, or

(c)   modify any of the provisions of this Se ction 9.02   or Section 5.1 3 except to increase any such percentage or to provide that certain other provisions of this Senior Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Out standing Senior Debt Security affected thereby; provided, however , that this clause shall not be deemed to require the consent of   any Holder with respect to changes in the references to “ the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b)   and 9.01(j),   or

(d)   change in any ma nner adverse to the interests of the Holders of any Senior Debt Securities the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on the Senior Debt Securities.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Senior Debt Securities Indenture which has expressly been included solely for the benefit of one or more particular series of Senior Debt

 
 
 
 
Securities, or which modifies the rights of the Holders of Senior Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Senior Debt Securities Ind enture of the Holders of Senior Debt Securities of any other series.

Section 9.03 . Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Senior Debt Securities Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01)   shall be fully protected in relying upon, an Opinion of Counsel stating that the ex ecution of such supplemental indenture is authorized or permitted by this Senior Debt Securities Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of the Company. The Trustee may, but shall not be obliged t o , enter into any such supplemental indenture which affects the Trustee ’ s own rights, duties or immunities under this Senior Debt Securities Indenture or otherwise.

Section 9.04 . Effect of Supplemental Indentures. Upon the execution of any supplemental ind enture under this Article, this Senior Debt Securities Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Senior Debt Securities Indenture for all purposes; and every Holder of Senior Debt Securi t ies theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein.

Section 9.05 . Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06 . Reference in Senior Debt Securities to Supplemental   Indentures. Senior Debt Securities of any ser ies authenticated and delivered after   the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indentu re. If the Company shall so determine, new Senior Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and such Senior Debt S e curities may be authenticated and delivered by the Trustee in exchange for Outstanding Senior Debt Securities of such series.
 
ARTICLE 10
C OVENANTS

Section 10.01 . Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benef it of each series of Senior Debt Securities that it will duly and punctually pay the principal of (and premium, if

 
 
 
 
any) and (subject to Section 3.07)   interest, if any, on the Senior Debt Securities of that series in accordance with the terms of the Senior Debt Securities and this Senior Debt Securities Indenture. The Company shall deposit immediately available funds sufficient to pay principal and inte r est and any other amounts due with the Paying Agent by 10:00 a.m. New York time on the payment date.

Section 10.02 . Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Senior Debt Securities an office or a gency where Senior Debt Securities of that series may be presented or surrendered for payment, where Senior Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in r espect of the Senior Debt Securities of that series and this Senior Debt Securities Indenture may be served; provided, however , that at the option of the Company in the case of definitive Senior Debt Securities of such series, payment of any interest there on may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Senior Debt Security Register. With respect to the Senior Debt Securities of any series, such office or agency in each Place of Payment shall b e specified as contemplated by Section 3.01,   and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to Section 3.01,   the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of Senior Debt Securities of any series and this Senior Debt Securities Indenture may be served. The Company will g ive prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address t hereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York) where the Senior Debt Securities of one or more series may be presented or surrendered for any or all such purposes a nd may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Senior Debt Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 10. 03 . Money for Payments to be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Senior Debt Securities of any series, it will, on or before each due date for payment of the principal of (and premium, if any) or interest , if any, on any of the Senior Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a

 
 
 
 
sum sufficient to pay the principal (and premium, if any) or i nterest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Senior Debt Securities, it will, prior to each due date for payment of the principal of (and premium, if any) or interest, if any, on any Senior Debt Securities of that series dep o sit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying A gent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. Unless otherwise specified as contemplated by Section 3.01,   the Trustee shall be the Company ’ s Paying Agent. The Company w ill cause each Paying Agent for any series of Senior Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such P a ying Agent will:

(a)   hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Senior Debt Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid t o such Persons or otherwise disposed of as herein provided;

(b)   give the Trustee prompt notice of any default by the Company (or any other obligor upon the Senior Debt Securities of that series) in the making of any payment, when due and payabl e, or principal of (and premium, if any) or interest, if any, on Senior Debt Securities of that series and notice of any other default or Event of Default known to any Executive Officer; and

(c)   at any time during the continuance of any such default, up on the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Senior Debt Securities Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by t h e Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be rele a sed from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest, if any, on any Senior Debt Se curity of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest, if any, have become due and payable shall be paid to the Company on Company

 
 
 
 
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Senior Debt Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Payin g Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make   any such repayment, may at the expense of the Compa ny cause to be published at least once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such mo n ey then remaining will be paid to the Company.

Section 10.04 . Additional Amounts. Unless otherwise specified in any Board Resolution establishing the terms of Senior Debt Securities of a series in accordance with Section 3.01,   all amounts of principal, and premium, if any, and interest, if any, on any series of Senior Debt Securities will be paid by the Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, l evies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax ( the “ Taxing Jurisdiction” ), unless such deduction or withholding is required by law. If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction , the Company will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest, if any, on any series of Senior Debt Securities (“ Additional Amounts ” ) as may be necessary in order that the net amounts paid to the Holders of Senior Debt Securities of the particular series, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such Senior Debt Securiti e s had no such deduction or withholding been required; provided , however , that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that:

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

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

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

(iv)   the Holder or the beneficial owner of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respec t of) principal of, premium, if any, or interest, if any, on such Senior Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationalit y , 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 pra c tice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(v)   the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introd u ced in order to conform to, such Directive;

(vi)   the relevant Senior Debt 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) the relevant Senior Debt Security to another paying agent in a Member State of the European Union; or

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

nor shall Additional Amounts be paid with respect to the princ ipal of, and premium or interest on, the Senior Debt Securities to any Holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or 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 h a ve been entitled to such Additional Amounts, had it been the Holder.

Whenever in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or in respect of, any Senior Debt Security of any series such mention

 
 
 
 
shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the pr ovisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Section 10.05 . Corporate Existence. Subject to Article Eight, the Company wi ll do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 10.06 . Statement as to Compliance. The Company will deliver to the Trustee, (i) within 120 days after the end of each fiscal year ; and (ii) within 5 Business Days of a written request from the Trustee, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.

Section 10.07 . Original Issue Document. The Company shall provide to the Trustee on a timely basis such information, if any, as the Trustee requires to enable the Trustee to prepare and file any form required to be submitted by the Company with the Internal Revenue Service and the Holders of the Senior Debt Securities relating to any original issue discoun t for U.S. federal income tax purposes.
 
ARTICLE 11
R EDEMPTION OF S ENIOR D EBT S ECURITIES

Section 11.01 . Applicability of Article. Senior Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 3.01   for Senior Debt Securities of any series) in accordance with this Article 11 .

Section 11.02 . Election to Redeem; Notice to Trustee. The election of the Company to redeem any Senior Debt Securities shall be evidenced by a Board Resolution. The Company shall, at least 60 days prior to the Redemption Date fi xed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Senior Debt Securities of such series to be redeemed and, if applicable, the tenor of the Senior Debt   Securities to be redeemed. In the case of any redemption of Senior Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Senior Debt Securities or elsewhere in this Senior Debt Sec u rities Indenture, the Company shall furnish the Trustee with respect to such Senior Debt Securities with an Officer ’ s Certificate evidencing compliance with or waiver of such provision.

Section 11.03 . Selection by Trustee of Senior Debt Securities to be   R edeemed. If fewer than all the Senior Debt Securities of any series are to be

 
 
 
 
redeemed, the particular Senior Debt Securities to be redeemed shall be selected not more than 60 days nor less than 30 days prior to the Redemption Date by the Trustee, from the Outstanding Senior Debt Securities of such series not previously called for r edemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Senior Debt Securities of that series or any multiple thereof) of   the principal amount of Senior Debt Securities of such series of a denomination larger than the minimum authorized denomination for Senior Debt Securities of that series, all in accordance with the rules and regulations of the applicable clearing system.

The Trustee shall promptly notify the Company in writing of the Senior Debt Securities selected for redemption and, in the case of any Senior Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Senior Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Debt Securities shall relate in the case of any Senior Debt Securities redeemed or to be redeemed only in part, to the porti o n of the principal amount of such Senior Debt Security which has been or is to be redeemed.

Section 11.04 . Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01   with respect to any series of Senior Deb t Securities, notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Senior Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06 .

All notices of redemption shall state:

(a)   
the Redemption Date,

(b)   
the Redemption Price,

(c)   
the relevant Regular Record Date or Special Record Date,

(d)   if fewer than all the Outstanding Senior Debt Securities of any series are to be redeemed, the principal amount of the Senior Debt Securities to be redeemed,

(e)   that on the Redemption Date the Redemption Price will become due and payable upon each such Senior Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,

(f)   the place or places where such Senior Debt Securities are to be surrendered for payment of the Redemption Price, and

 
 
 
 
(g) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Senior Debt Securities.

Notice of redemption of Senior Debt Securities to be redeemed at the selection of the Com pany shall be given by the Company or, at the Company ’ s Request, by the Trustee in the name and at the expense of the Company, and the Company shall deliver written notice thereof to the Trustee no less than 10 Business Days prior to the date of the notic e to Holders of Senior Debt Securities.

Section 11.05 . Deposit of Redemption Price. On or prior to 10:00 a.m. New York time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10 .03)   an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the Senior Debt Securities which are to be redeemed on that date.

Section 11.06 . Senior Debt Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Senior Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and fro m and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Senior Debt Securities shall cease to accrue interest. Upon surrender of any such Senior Debt Security for redemption in acco r dance with said notice, such Senior Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest to the Redemption Date; provided, however , that with respect to any Senior Debt Securities, unless otherwise s pecified as contemplated by Section 3.01,   a payment of interest which is payable on a Interest Payment Date which is the Redemption Date, shall be payable to the Holders of such Senior Debt Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Date or Special Record Date according to the terms of the Senior Debt Securities and the provisions of Section 3.07.   Senior Debt Securities in definitive form shall be presented for redemption to the Paying Agent.

If any Senior Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Senior Debt Security shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions of Section 3.07 .

Section 11.07 . Senior Debt Securities Redeemed in Part. Any Senior Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of   such Senior Debt Security without service charge, a new Senior Debt Security or Senior Debt Securities of the same series of any authorized denomination as

 
 
 
 
requested by such Holder, in aggrega te principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Debt Security so surrendered.

Section 11.08 . Optional Redemption Due to Changes in Tax Treatment.

Unless otherwise provided in the Senior Debt Securiti es of any series, the Company will have the option to redeem the Senior Debt Securities of any series, as a whole but not in part, on not less than 30 nor more than 60 days ’ notice, on any Interest Payment Date, at a redemption price equal to 100% of the p rincipal amount, together with accrued but unpaid interest, if any, in respect of such series of Senior Debt Securities to the date fixed for redemption (or, in the case of Original Issue Discount Securities, the accreted face amount thereof, together wit h accrued interest, if any), 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 i n the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective or applicable on or after a date included in the terms of such series of Senior Debt Securities pur s uant to Section 3.01 :

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

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

(c)   on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of the 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 as a result of any change in the application or interpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the Company shall be required to deliver to t he Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change in the a pplication or interpretation of such laws or regulations has occurred and that the Company is entitled to exercise its right of redemption; or (ii) an Officer ’ s Certificate, evidencing compliance with such provisions and stating that it is entitled to red e em the Senior Debt Securities pursuant to the terms of the Senior Debt Securities.

 
 
 
 
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an origi nal, but all such counterparts shall together constitute but one and the same instrument.


 
 
 
 
         IN WITNESS WHEREOF, the parties hereto have caused this Senior Debt Securities Indenture to duly executed, all as of the day and year first above written.
 
 
LLOYDS BANKING GROUP PLC  
   
   
By: /s/ Sanjay Sofat  
  Name: Sanjay Sofat  
  Title: Head of Capital Issuance and Structuring  
 

     
 
[Signature page to senior indenture]
 
 
 
 
 
 
THE BANK OF NEW YORK MELLON,
as Trustee
 
   
   
By: /s/ Michael Lee  
  Name: Michael Lee  
  Title: Senior Associate  
 
 
 
 
 
[Signature page to senior indenture]
 
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.  539439802
ISIN No.  US5394398029
 
 
LLOYDS BANKING GROUP PLC
 
7.75% SENIOR NOTE DUE 2050
 
 
No. ·
$ ·
 
LLOYDS BANKING GROUP plc (herein called the “Company,” which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $750,000,000 (seven hundred and fifty million dollars) on July 15, 2050 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing October 15, 2010, and ending on July 15, 2050 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid to the holder in whose name this Note is registered on each December 15, March 15, June 15 and September 15 (each a “Regular Record Date”), commencing October 15, 2010, respectively.  Any interest which is payable, but is not punctually paid or duly provided for, on any Interest 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 (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 7.75% 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.
 
 
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IN WITNESS WHEREOF, the Company has caused this Senior Note to be duly executed.
 
Dated: July 6, 2010
 
LLOYDS BANKING GROUP plc
 
   
   
By:    
  Name:    
  Title:    
 
 
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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 an Indenture, dated as of July 6, 2010 (herein called the “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 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 $750,000,000, which may be increased to an amount not greater than $862,500,000 pursuant to an over-allotment option.  The Company may, without the consent of the holders of the Senior Notes, issue additional Senior 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 and issue date, provided that such further notes must be issued with no more than a de minimis original issue discount for U.S. federal income tax purposes or constitute a “qualified reopening” for U.S. federal income tax purposes.  Any such Senior Notes, together with this 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, 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 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
 
 
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of proceedings in Scotland (but not elsewhere) for the winding up of the Company.
 
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, whether before or during a winding-up of the Company.
 
Subject to the provisions of this paragraph, all amounts of principal and interest on any Senior Notes of this Series will be paid by the Company 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 now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law.  If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay such additional amounts of, or in respect of, the principal amount of, premium, if any, and interest on, the Senior Notes of this series (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders 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 such Senior Notes had no such deduction or withholding been required, provided, however , that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due 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, premium, if any, or interest on, any Senior Note,
 
(ii) except in the case of a winding-up of the Company 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 such Additional Amount on presenting the same for payment at the close of such 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, premium, if
 
 
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any, or interest, on such 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 such tax, assessment or other governmental charge,
 
(v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive,
 
(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, or
 
(vii) any combination of clauses (i) through (vi) above,
 
nor shall Additional Amounts be paid with respect to the principal of, and premium, or interest on, the Senior Note 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.
 
References herein to the payment of the principal of (and premium, if any) or interest on any Senior Note shall b e 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 July 6, 2010:
 
 
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(a) in making payment under the Senior Notes the Company has or will or would on the next Interest 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 the 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 as a result of any change in the application or interpretation of any laws or regulations 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 (i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the relevant change in the application or interpretation of such laws or regulations has occurred and that the Company is entitled to exercise its right of redemption or (ii) an officers’ certificate, evidencing compliance with such provisions and stating that it is entitled to redeem the Senior Notes pursuant to the terms of the Senior Notes.
 
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.
 
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
 
 
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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.
 
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