FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 OR 15d-16
UNDER the Securities
Exchange Act of 1934
For January 22, 2016
Commission File Number: 333-189150
LLOYDS BANKING GROUP PLC
LLOYDS BANK PLC
5th Floor
25 Gresham Street
London EC2V 7HN
United Kingdom
________________________________________________
(Address of principal executive
offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXPLANATORY NOTE
In connection with the issuance by Lloyds Bank plc
of $750,000,000 aggregate principal amount of 2.050% Fixed Rate Senior Notes due 2019 and $450,000,000 Floating Rate Notes
due 2019, Lloyds Banking Group plc and Lloyds Bank plc are filing the following documents solely for incorporation into the
Registration Statement on Form F-3 (File Nos. 333-189150 and 333-189150-01):
Exhibit List
Exhibit No. |
Description |
1.1 |
Underwriting Agreement, dated as of January 19, 2016 |
4.1 |
Seventh Supplemental Indenture to the
Senior Debt Securities Indenture among Lloyds Bank plc, as issuer, Lloyds Banking Group, as guarantor and The Bank of New
York Mellon acting through its London Branch, as trustee, dated as of January 22, 2016, including forms of the global notes
for the 2.050% Fixed Rate Notes due 2019 and the Floating Rate Notes due 2019. |
5.1 |
Opinion of CMS Cameron McKenna LLP |
5.2 |
Opinion of Linklaters LLP |
5.3 |
Opinion of Davis Polk & Wardwell London LLP |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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LLOYDS BANKING GROUP PLC and
LLOYDS BANK PLC
(each, a
Registrant) |
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Date: |
January 22, 2016 |
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By: |
/s/ Peter Green |
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Name: |
Peter Green |
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Title: |
Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance |
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Exhibit 1.1
LLOYDS BANK PLC, as ISSUER
(a public limited company incorporated under the laws of
England and registered in England)
and
LLOYDS BANKING GROUP PLC, as GUARANTOR
(a public limited company incorporated under the laws of
Scotland and registered in Scotland)
SENIOR DEBT
UNDERWRITING AGREEMENT
DATED: January
19, 2016
LLOYDS BANK plc
LLOYDS BANKING GROUP plc
Underwriting Agreement
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Lloyds Securities Inc.
1095 Avenue of the Americas
New York, NY 10036
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
TD Securities (USA) LLC
31 W. 52nd Street, 2nd Floor
New York, NY 10019
As Representatives of the several Underwriters
named in Schedule I to the Pricing Agreement (as defined below)
January 19, 2016
Ladies and Gentlemen:
From time to time Lloyds Bank plc, a public
limited company incorporated and registered in England, United Kingdom (the “Company”), and Lloyds Banking Group
plc, a public limited company incorporated and registered in Scotland, United Kingdom (the “Guarantor”) proposes
to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters”
with respect to such Pricing Agreement and the securities specified therein), or
to purchasers procured by them, certain of
the Company’s senior debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement,
the “Securities”).
The terms of, and rights attached to, any
particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture,
as defined in Schedule II of the Pricing Agreement between the Company, the Guarantor and The Bank of New York Mellon, as trustee
(“Trustee”). The offering of the Securities will be governed by this Agreement, as supplemented by the Pricing
Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate
the Pricing Agreement. The Securities will be entitled to the benefit of a full and unconditional guarantee (the “Guarantee”)
by the Guarantor as set forth in the Indenture, as delivered below, pursuant to which the Guarantor will guarantee the obligations
of the Company under the Securities.
1. Particular sales of the Securities
may be made from time to time to the Underwriters of such Securities, or to purchasers procured by them, for whom the firms designated
as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to a single firm acting as
sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its
or their representatives. This Agreement shall not be construed as an obligation of the Company or the Guarantor to sell any of
the Securities or as an obligation of any of the Underwriters to purchase, or procure purchasers for, the Securities. The obligation
of the Company and the Guarantor to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase,
or procure purchasers for, any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of such Securities, any option to purchase additional
Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the
names of the Underwriters of such Securities, the names of the Representatives of such Underwriters and the principal amount of
such Securities to be purchased by each Underwriter, or by purchasers procured by such Underwriter, and shall set forth the date,
time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the Registration Statement (as defined below), the Disclosure Package (as defined below) and prospectus
with respect thereto) the terms of such Securities. A Pricing Agreement shall be executed in writing (and may be in counterparts),
and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall
be several and not joint.
The Company and the Guarantor have prepared
and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration
statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (the “1933 Act”)
on Form F-3 (No. 333-189150 and 333-189150-01), including any post-effective amendment thereto, and related preliminary prospectus
for the registration of, among other securities, certain debt securities of the Company, including the Securities, in accordance
with the provisions of the
1933 Act, and the rules and regulations of
the Commission thereunder (the “1933 Act Regulations”).
The registration statement on Form F-3,
as amended to the date on which it became effective prior to the date of this Agreement (including any prospectus supplement relating
to the Securities and any other information, if any, deemed to be part of such registration statement pursuant to Rule 430B of
the 1933 Act Regulations), and the prospectus constituting a part thereof (including in each case all documents, if any, incorporated
by reference therein to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”,
respectively, except that (i) if any revised prospectus or prospectus supplement shall be provided to the Underwriters
by the Company and the Guarantor for use in connection with the offering of the Securities which differs from the Prospectus on
file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required
to be filed by the Company and the Guarantor pursuant to Rule 424(b) of the 1933 Act Regulations) the term “Prospectus”
shall refer to such revised prospectus or include such prospectus supplement, as the case may be, from and after the time such
revised prospectus or prospectus supplement is first provided to the Underwriters for such use, and (ii) if the Company or the
Guarantor files any documents pursuant to Section 13, 14 or 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934
Act”), after the Registration Statement became effective and prior to the termination of the offering of the Securities
by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated
by reference into the Prospectus pursuant to Form F-3 under the 1933 Act Regulations, the term “Prospectus”
shall refer to said prospectus as modified to include the documents so filed from and after the time said documents are filed with
or furnished to the Commission. The term “Preliminary Prospectus” means any preliminary form of the Prospectus
(including any preliminary prospectus supplement), which is used prior to the filing of the Prospectus and first filed with the
Commission pursuant to Rule 424(b) of the 1933 Act Regulations. The term “Free Writing Prospectus” has the meaning
set forth in Rule 405 of the 1933 Act Regulations. The term “Issuer Free Writing Prospectus” means (i) any material
that satisfies the conditions set forth in Rule 433 of the 1933 Act Regulations and (ii) any roadshow presentation, including any
Bloomberg roadshow presentation. The term “Disclosure Package” means (i) the Preliminary Prospectus, if any,
and otherwise the Prospectus, (ii) any Issuer Free Writing Prospectuses identified in Annex II hereto, (iii) the final term sheet
prepared and filed pursuant to Section 5(d) of this Agreement (the “Term Sheet”) and (iv) any other Free Writing
Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Applicable Time” means
the time specified in the Pricing Agreement or such other time as agreed by the Company and the Representatives.
2. Each of the Company and the Guarantor
represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, as of the Applicable Time, and as
of the Time of Delivery referred to in Section 4 hereof that:
(a) An “automatic shelf registration
statement” (as defined in Rule 405 under the 1933 Act ) on Form F-3 in respect of the Securities (File No. 333-189150 and
333-189150-01), and any post-effective amendment thereto required to be filed by the Commission, (i) has been prepared by the Company
and the Guarantor in conformity with the requirements of the 1933
Act Regulations, (ii) has been filed with
the Commission under the 1933 Act not earlier than the date that is three years prior to the Time of Delivery (as defined in Section
4 hereof) and (iii) upon its filing with the Commission, automatically became and is effective under the 1933 Act.
(b) The Commission has not issued any
order preventing or suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending
the use of any Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, or the Prospectus; and no proceeding
for any such purpose or pursuant to Section 8A of the 1933 Act against the Company or the Guarantor or related to the offering
has been, to the Company’s and the Guarantor’s knowledge, instituted or threatened by the Commission. The Commission
has not issued any order directed to any document incorporated by reference in the most recent Preliminary Prospectus, if any,
or the Prospectus, and, to the Company’s and the Guarantor’s knowledge, no proceeding has been instituted or threatened
by the Commission with respect to any document incorporated by reference in the most recent Preliminary Prospectus, if any, or
the Prospectus. The Commission has not notified the Company or the Guarantor of any objection to the use of such Registration Statement
or any post-effective amendment thereto.
(c) The Guarantor has been, and continues
to be, a “well-known seasoned issuer” (as defined in Rule 405 of the 1933 Act Regulations) and neither the Guarantor
nor the Company has been, or continues to be, an “ineligible issuer” (as defined in Rule 405 of the 1933 Act Regulations),
in each case at all times relevant under the 1933 Act in connection with the offering of the Securities.
(d) The Registration Statement conformed
on the date on which it became effective and conforms, and any amendment to the Registration Statement filed after the date hereof
will conform, in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. The most recent Preliminary
Prospectus, if any, conforms, and the Prospectus, and any amendment or supplement thereto, will conform, in all material respects
to the requirements of the 1933 Act and the 1933 Act Regulations when they become effective or are filed with the Commission. The
documents incorporated by reference in the Registration Statement, Disclosure Package and the most recent Preliminary Prospectus,
if any, or Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material
respects to the requirements of the 1933 Act or the 1934 Act, or with the Trust Indenture Act (as defined below), as applicable,
and the 1933 Act Regulations, and any further documents so filed and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will
conform, in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the 1933 Act Regulations;
provided, however, that the representations and warranties in this subsection shall not apply to that part of the Registration
Statement that constitutes the Statement of Eligibility (the “Form T-1”) under the U.S. Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”), of the Trustee.
(e) The Registration Statement did not,
as of the date on which it became effective, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representation
or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity
with written information furnished to
the Company or the Guarantor through the Representatives
by or on behalf of any Underwriter specifically for inclusion therein.
(f) Each of (a) the Disclosure Package
and (b) any Issuer Free Writing Prospectus (not included in Annex II) together with the Disclosure Package did not, as of either
the Applicable Time or the Time of Delivery (as defined in Section 4), contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that no representation or warranty is made as to information contained in
or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Company or
the Guarantor through the Representatives by or on behalf of any Underwriter specifically for inclusion therein.
(g) The Prospectus, and any amendment
or supplement thereto, will not, as of its date and at the Time of Delivery, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that no representation or warranty is made as to information contained
in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company or the Guarantor
through the Representatives by or on behalf of any Underwriter specifically for inclusion therein; provided, further that
the representations and warranties in this subsection shall not apply to the Form T-1 of the Trustee.
(h) The audited consolidated financial
statements (in conjunction with the notes thereto) of the Guarantor included in the Disclosure Package and Prospectus present fairly,
in all material respects, the financial position of the Guarantor and its subsidiary undertakings for the periods specified. The
audited consolidated annual financial statements of the Guarantor for the financial years ended December 31, 2014, 2013 and 2012,
and the results of their operations and cash flows for each of the three years ended December 31, 2014, 2013 and 2012 were prepared
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
(i) Since the respective dates as of
which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise set forth
or contemplated therein, there has been no material adverse change in the condition, financial or otherwise, or in the results
of operations of the Company, the Guarantor and their subsidiaries considered together as one enterprise.
(j) The Company and the Guarantor have
(A) been duly incorporated in and are validly registered under the laws of England and Scotland, respectively; (B) the requisite
corporate power and authority to execute and deliver this Agreement and the Pricing Agreement and had the requisite corporate power
and authority to execute and deliver the Indenture and to issue the Securities and, in each case, to perform its obligations hereunder
and thereunder; (C) the corporate power and authority to conduct their respective businesses through their respective subsidiaries
as described in the Disclosure Package and the Prospectus; and (D) duly authorized, executed and delivered this Agreement and the
Pricing Agreement, and this Agreement and the Pricing Agreement constitute the valid and legally binding agreement of the Company
and the
Guarantor, enforceable in accordance with
their terms, except as rights to indemnity or contribution, which may be limited by applicable law and subject as to enforcement
to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights
generally and to general equity principles.
(k) The Indenture has been or will be,
as of the Time of Delivery, duly qualified under the Trust Indenture Act and duly authorized, executed and delivered by the Company
and the Guarantor and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding
obligation of the Company and the Guarantor, enforceable in accordance with its terms, subject as to enforcement to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and
to general equity principles.
(l) The forms of the Securities and
the Guarantee have been duly authorized and established in conformity with the provisions of the Indenture and, when the Securities
have been executed and authenticated and the Guarantee endorsed thereon in accordance with the provisions of the Indenture and
delivered to and duly paid for by the purchasers thereof, (i) the Securities will be entitled to the benefits of the Indenture
and will be valid and binding obligations of the Company and (ii) the Guarantee will be entitled to the benefits of the Indenture
and will be a valid and binding obligation of the Guarantor, each enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and
to general equity principles.
(m) The Indenture, the Securities and
the Guarantee will conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(n) All consents, approvals, authorizations,
orders and decrees of any court or governmental agency or body of the United States or the United Kingdom having jurisdiction over
the Company or the Guarantor required for the consummation by the Company or the Guarantor of the transactions contemplated by
this Agreement or the Pricing Agreement or to permit the Company or the Guarantor to effect interest payments in U.S. dollars on
the Securities in accordance with the terms of the Indenture have been obtained and are in full force and effect, except as may
be required by U.S. state securities laws (the “Blue Sky laws”).
(o) The execution, delivery and performance
of this Agreement, the Pricing Agreement and the Indenture, the issuance, authentication, sale and delivery of the Securities and
the Guarantee and the compliance by the Company and the Guarantor with the respective terms thereof, and the consummation of the
transactions contemplated hereby and thereby, will not conflict with or result in a breach under any agreement or instrument to
which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound that is material to the Company
or the Guarantor and their subsidiaries, taken as a whole, nor will such action result in any violation of (1) the provisions of
the Memorandum and Articles of Association of the Company or the Guarantor or (2) any statute or any order, filing, rule or regulation
of any United States, English or Scottish court or governmental agency or regulatory body having jurisdiction over the Company
or the Guarantor except for any such violation in (2) above that would not, individually or in the aggregate, have a material adverse
effect on the condition, financial or
otherwise, or on the results of operations
or the business of the Company, the Guarantor and any of their subsidiaries, together considered as one enterprise.
(p) Neither the Company nor the Guarantor
is, nor after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the
Prospectus and the Disclosure Package will be, required to register as an “investment company,” as defined in the Investment
Company Act of 1940, as amended.
(q) There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company or the Guarantor, threatened against or affecting the Company or the Guarantor or any subsidiary,
which is required to be disclosed in the Disclosure Package and Prospectus (other than as disclosed therein).
(r) The consolidated capitalization
of the Guarantor and its subsidiaries set forth in the Disclosure Package and Prospectus is true and correct as of the dates specified
therein.
(s) PricewaterhouseCoopers LLP (the
“Independent Accountants”), who have certified the consolidated financial statements of the Guarantor and its
subsidiaries as of and for each of the years ended December 31, 2014, 2013 and 2012 included or incorporated by reference in the
Registration Statement, the Disclosure Package and the Prospectus, were, at the time of certifying such financial statements, independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
(t) The Guarantor has an effective system
of internal controls over financial reporting so as to satisfy the requirements of section 404 of the U.S. Sarbanes Oxley Act of
2002 on the basis set forth in the Guarantor’s most recent annual report filed on Form 20-F, and to otherwise provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with IFRS (as adopted by the European Union)
and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.
(u) Save as disclosed in the Disclosure
Package, the Guarantor has not during the past five years had any (i) material weaknesses in their internal controls over financial
reporting (whether or not remediated) or (ii) changes in its internal controls over financial reporting that has materially adversely
affected, or would be reasonably likely to materially adversely affect, its internal controls over financial reporting. The Guarantor
has not had during the past five years, any fraud that involves any current member of management of the Guarantor and no material
fraud that involves any employee of the Guarantor or (so far as the Guarantor is aware) of any subsidiary.
(v) None of the Company or the Guarantor
or, to the knowledge of the Company or the Guarantor, any director, officer, agent, employee or affiliate of the Company or the
Guarantor is currently subject to any sanctions administered by the Office of Foreign Assets Control of the
U.S. Department of the Treasury (“OFAC”)
or any similar sanctions imposed by the European Union, the United Nations or any other body, governmental or other, to which the
Company or the Guarantor or any of their respective affiliates is subject; and the Securities are not being issued for the purpose
of funding any operations in, financing any investment or activities in or making any payments to any country or to any person
targeted by any U.S. sanctions administered by OFAC.
(w) Except as disclosed in the Disclosure
Package and the Prospectus, neither the Company, the Guarantor nor any of their respective subsidiaries or, to the knowledge of
the Company, the Guarantor or each of their respective subsidiaries, any director, officer, agent, employee or other person associated
with or acting on behalf of the Company, the Guarantor or any of their respective subsidiaries, is aware of or has taken any action,
directly or indirectly, that could result in a violation by such persons of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or the rules and regulations thereunder (the “FCPA”) (including, without limitation, making use of
the mail or any means or instrument of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political office, in contravention of the FCPA),
the UK Bribery Act 2010 or any similar law or regulation, to which the Company, the Guarantor, any subsidiary thereof, any director,
officer, agent, employee of the Company or the Guarantor or any subsidiary thereof may be subject. The Company, the Guarantor and
each subsidiary thereof have conducted their businesses in compliance with the FCPA, the UK Bribery Act 2010 and any applicable
similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith.
(x) The operations of the Company, the
Guarantor and their respective subsidiaries are and have been conducted at all times in material compliance with the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company, the Guarantor and their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company, the Guarantor or their respective subsidiaries, threatened.
3. Upon the execution of the Pricing
Agreement applicable to any Securities and authorization by the Representatives of the release of such Securities, the Underwriters,
acting severally, propose to offer such Securities for sale upon the terms and conditions set forth in the Prospectus (as amended
or supplemented).
4. The Securities to be purchased by
each Underwriter and/or by purchasers procured by such Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement, and registered in such names as the Representatives may request upon at least forty-eight
hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account
of such Underwriters, against payment by the Underwriters, or by the Representatives on behalf of the Underwriters, of the
purchase price therefor by wire transfer of
immediately available funds to an account designated by the Company in accordance with the Pricing Agreement, all in the manner
and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives
and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for
such Securities.
5. Each of the Company and the Guarantor
agrees with each of the Underwriters of any Securities that:
(a) The Company will notify the Representatives
promptly on becoming aware of (i) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Disclosure Package or the Prospectus or for additional information relating to the Registration Statement,
the Disclosure Package, the Prospectus or the offering of the Securities, and (ii) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or suspending or preventing the use of any Preliminary Prospectus, if
any, Disclosure Package, the Prospectus or the initiation of any proceedings for such purpose or the issuance by the Commission
of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto or any request by the
Commission for the amending or supplementing of the Registration Statement, the Prospectus, the Disclosure Package, or any Free
Writing Prospectus. The Company and the Guarantor will make every reasonable effort to prevent the issuance of any such stop order
and, if any stop order or notice of objection is issued, to obtain the lifting thereof at the earliest possible moment.
(b) If at any time prior to the Time
of Delivery, any event occurs as a result of which the Disclosure Package would then include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, the Company will (i) promptly notify the Representatives so that any use of the Disclosure
Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement
or omission; (iii) file such amendment or supplement with the Commission; and (iv) supply any such amendment or supplement
to the Underwriters in such quantities as they may reasonably request.
(c) The Guarantor will, for so long
as the delivery of a prospectus is required in connection with the offering or sale of the Securities (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 or Rule 173(a) of the 1933 Act Regulations), file promptly all reports
required to be filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and will give the Representatives
notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Disclosure Package
or the Prospectus (including any prospectus which the Company proposes for use by the Underwriters in connection with the offering
of the Securities which differs from the Prospectus, whether or not such revised prospectus is required to be filed pursuant to
Rule 424(b) of the 1933 Act Regulations) and, if and to the extent reasonably practicable, will furnish the Representatives with
copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be,
and will not file any such amendment or supplement or use any such prospectus without prior consultation with the Representatives,
if such prior consultation is reasonably practicable.
(d) The Company or the Guarantor will
prepare the Term Sheet, containing solely a description of the final terms of the Securities and the offering thereof, in a form
approved by the Representatives and will file the Term Sheet not later than the time required by Rule 433(d) of the 1933 Act Regulations.
(e) The Company or the Guarantor will
prepare the Prospectus in relation to the Securities and file such Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations
not later than the time required by Rule 424(b) of the 1933 Act Regulations following the execution and delivery of the Pricing
Agreement relating to the Securities.
(f) If required by Rule 430B(h) of the
1933 Act Regulations, the Company or the Guarantor will prepare a prospectus and file such prospectus pursuant to Rule 424(b) of
the 1933 Act Regulations not later than may be required by such Rule.
(g) The Company will deliver to each
Representative a conformed copy of the Registration Statement, as originally filed, and of each amendment thereto (including exhibits
and documents filed therewith or incorporated by reference, as the case may be, into the Registration Statement).
(h) The Company will furnish the Underwriters
with copies of the Preliminary Prospectus, if any, the Prospectus and each Issuer Free Writing Prospectus (including, in each case,
any supplement thereto) in such quantities as the Representatives may from time to time reasonably request, and will use all reasonable
efforts to make the initial delivery of the Prospectus by no later than 9:00 a.m. (New York time) on the second business day prior
to the Time of Delivery and, if the delivery of a Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
1933 Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering and sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered
(or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act), not misleading, or, if for any reason it shall
be necessary during such period to amend or supplement the Prospectus in order to comply with the 1933 Act, notify the Underwriters
and upon the Representatives’ request prepare and furnish without charge to each Underwriter as many copies as the Representatives
may from time to time reasonably request of an amended Prospectus or supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required to deliver a Prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the 1933 Act) in connection with sales of the Securities (including in circumstances where
such requirement may be satisfied pursuant to Rule 172 or 173(a) of the 1933 Act Regulations) at any time nine months or more after
the time of issue of the Prospectus, upon the Representatives’ request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the 1933 Act.
(i) Each of the Company and the Guarantor
agrees that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Representatives, and each
Underwriter, severally and not jointly, agrees
with the Company that, unless it has obtained or will obtain (as the case may be) the prior written consent of the Company, it
has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus required to
be filed by the Company or the Guarantor with the Commission or retained by the Company or the Guarantor under Rule 433 of the
1933 Act Regulations, other than the information contained in the Term Sheet; provided, however, that the prior written
consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in
Annex II hereto. Any such free writing prospectus consented to by the parties is hereinafter referred to as a “Permitted
Free Writing Prospectus.” Each of the Company and the Guarantor agrees that (i) it has treated and will treat, as the
case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply,
as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(j) The Company and the Guarantor will
endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United States as the Representatives may request; provided, however,
that neither the Company nor the Guarantor shall be obligated to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified.
(k) The Guarantor will make generally
available to its and the Company’s security holders as soon as practicable, but in any event not later than eighteen months
after the effective date of the Registration Statement, an earnings statement of the Guarantor and its subsidiaries on a consolidated
basis (which need not be audited) complying with Section 11(a) of the 1933 Act and the rules and regulations thereunder (including,
at the option of the Guarantor, Rule 158 of the 1933 Act Regulations).
(l) During the period beginning from
the date of the Pricing Agreement for such Securities and continuing to and including the Time of Delivery, neither the Company
nor the Guarantor will offer, sell, contract to sell or otherwise dispose of, pursuant to a public offering in the United States,
any securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to
such Securities (other than (i) the Securities, (ii) securities previously agreed to be sold by the Company and (iii) commercial
paper issued in the ordinary course of business), except as otherwise may be provided in this Agreement, without the prior written
consent of the Representatives, which consent shall not be unreasonably withheld.
(m) The Company and the Guarantor will
cooperate with the Underwriters and use their best efforts to permit the Securities to be eligible for clearance and settlement
through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV, or Clearstream Banking,
société anonyme, as the case may be.
(n) Unless the Pricing Agreement provides
otherwise, prior to the first payment date under the terms of the Securities, the Securities will be listed on a “recognised
stock exchange” within Section 1005 of the U.K. Income Tax Act 2007; as soon as practicable, application will be made to
list the Securities on such recognised stock exchange.
(o) The Company will apply the net proceeds
from the sale of the Securities as set forth in the Prospectus.
(p) Prior to the issuance of the Securities,
the Company and the Guarantor will have obtained all consents, approvals, authorizations, orders, registrations, qualifications
and decrees of any court or governmental agency or body of the United States and the United Kingdom necessary or required for the
valid issuance of the Securities and the Guarantee and to permit the Company and the Guarantor, if applicable, to make interest
payments on the Securities in U.S. dollars.
6. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, any Pricing Agreement, the Indenture, the Securities and the
Guarantee including (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto,
any Issuer Free Writing Prospectus, the Prospectus and any related preliminary prospectus (and any amendments or supplements thereto)
and the cost of furnishing copies thereof to the Underwriters; (ii) the printing, if any, of this Agreement, the Pricing Agreement,
the Indenture and the blue sky survey; (iii) the printing or reproduction, preparation, issuance and delivery of the certificates,
if any, for the Securities to (or at the direction of) the Underwriters, including any transfer or other taxes or duties payable
upon the delivery of the Securities to a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société
anonyme, as the case may be, or the sale of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s
and the Guarantor’s counsel and accountants; (v) the qualification of the Securities under the applicable securities laws
in accordance with the provisions of Section 5(j) hereof, including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith in an aggregate amount not in excess of $5,000 with respect to a particular issue of the Securities
and in connection with the preparation of any blue sky survey and any legal investment survey; (vi) the delivery to the Underwriters
of copies of such blue sky survey, if any; (vii) any costs, fees and charges of any paying agent appointed under the Indenture;
(viii) all expenses and listing fees in connection with the listing of the Securities, if any, on a stock exchange and the clearance
and settlement of the Securities through the facilities of DTC, Euroclear Bank SA/NV or Clearstream Banking, société
anonyme, as the case may be; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and
expenses incurred in connection with the filing of any materials with the Financial Industry Regulatory Authority (“FINRA”),
if any; (xi) any fees associated with a Bloomberg roadshow presentation; (xii) any United Kingdom stamp duty, stamp duty reserve
tax or similar tax or duty imposed by the United Kingdom or any political subdivision thereof upon the original issuance by, or
on behalf of, the Company of the Securities, the Guarantor of the Guarantee, the initial delivery of the Securities and the Guarantee,
the deposit of the Securities with a custodian for DTC, Euroclear Bank SA/NV or Clearstream Banking, société anonyme,
as the case may be, the purchase by the Underwriters of the Securities and the Guarantee pursuant to this Agreement, the sale and
delivery of the Securities and the Guarantee by the Underwriters to the initial purchasers thereof, and the execution and delivery
of this Agreement, the Pricing Agreement and the Indenture; (xiii) the fees and expenses of the Trustee and any authorized agent
of the Trustee, and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities
and the Guarantee; and (xiv) any value added taxes payable in the United Kingdom in respect of any of the above expenses; provided
that neither the Company nor the Guarantor shall have any liability under this Agreement for any amounts in
respect of tax incurred by any of the Underwriters
on its actual net income, profits or gains or on any value added tax or similar tax imposed which is recoverable by the Underwriter.
If this Agreement is terminated by the Representatives
in accordance with the provisions of Section 7 or Section 11(a)(i)(v) and (ix) hereof, the Company shall reimburse the Underwriters
for their out-of pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, unless otherwise
agreed by the parties.
7. The obligations of the Underwriters
of any Securities under the Pricing Agreement relating to such Securities shall be subject, in the discretion of the Representatives,
to the condition that all representations and warranties of the Company and the Guarantor in or incorporated by reference in the
Pricing Agreement relating to such Securities are, at and as of the Time of Delivery for such Securities, true and correct, the
condition that the Company and the Guarantor shall have performed all of their obligations hereunder theretofore to be performed,
and the following additional conditions:
(a) The Registration Statement
is effective and at the Time of Delivery no stop order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission and no notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act
should have been received. The Prospectus shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the
1933 Act Regulations within the time period prescribed by Rule 424(b) of the 1933 Act Regulations; the Term Sheet and any other
material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) of the 1933 Act Regulations shall have been
transmitted to the Commission for filing pursuant to Rule 433(d) of the 1933 Act Regulations; and, in each case, prior to the Time
of Delivery the Company or the Guarantor, as applicable, shall have provided evidence satisfactory to the Representatives of such
timely filing; and no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall
have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission
have been complied with.
(b) At the Time of Delivery,
the Representatives shall have received:
(i) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Davis Polk & Wardwell London LLP, U.S. counsel for the Company, with respect
to the matters set forth in Annex III hereto in form and substance reasonably satisfactory to the Representatives.
(ii) The opinion, dated as of
the Time of Delivery, of Davis Polk & Wardwell London LLP, UK tax counsel for the Company, with respect to the matters set
forth in Annex IV hereto in form and substance reasonably satisfactory to the Representatives.
(iii) The opinion, dated as
of the Time of Delivery, of CMS Cameron McKenna LLP, Scottish solicitors to the Guarantor, with respect to the matters set
forth in Annex V hereto in form and substance reasonably
satisfactory to the Representatives.
(iv) The opinion, dated as of
the Time of Delivery, of Linklaters LLP, English solicitors to the Company, with respect to the matters set forth in Annex VI hereto
in form and substance reasonably satisfactory to the Representatives.
(v) The opinion and disclosure
letter, each dated as of the Time of Delivery, of Allen & Overy LLP, counsel for the Underwriters, with respect to the matters
set forth in Annex VII hereto in form and substance reasonably satisfactory to the Representatives.
(c) At the Time of Delivery
(1) there shall not have been, since the date of the Pricing Agreement or since the respective dates as of which information is
given in the Registration Statement, the Disclosure Package and the Prospectus and any amendment or supplement thereto, except
as otherwise set forth or contemplated therein, any material adverse change in the condition, financial or otherwise, or in the
results of operations of the Company, the Guarantor and their subsidiaries considered as one enterprise, and (2) the Representatives
shall have received a certificate of each of the Company and the Guarantor executed on its behalf by an officer of the Company
or the Guarantor, as the case may be, dated as of the Time of Delivery, to the effect that (i) the representations and warranties
in Section 2 hereof are true and correct in all material respects as though expressly made at and as of the Time of Delivery; (ii)
it has complied in all material respects with all agreements hereunder and satisfied in all material respects all conditions on
its part to be performed or satisfied hereunder at or prior to the Time of Delivery; and (iii) no stop order suspending the effectiveness
of the Registration Statement has been issued and, to its knowledge, no proceedings for that purpose have been initiated or threatened
by the Commission.
(d) Each of the Company and
the Guarantor shall have furnished to the Underwriters a certificate, dated the Time of Delivery, of two authorized officers of
the Company or the Guarantor, as the case may be, stating that to the best knowledge and belief of the two authorized officers
signing such certificate after reasonable inquiry, the issue and sale of the Securities and the Guarantee in the manner contemplated
in the Disclosure Package and Prospectus do not and will not result in a breach, default or acceleration of any payment or amount
under any contract, agreement or undertaking to which the Company, the Guarantor or any of their subsidiaries is a party (or by
which any such entity is bound), which breach, default or acceleration would have a material adverse effect on the Company, the
Guarantor and their subsidiaries taken as a whole.
(e) There shall not have occurred
any lowering of the rating of any of the Company’s or the Guarantor’s securities by Moody’s Investors Service,
Inc., Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(f) If an affiliate (as defined
in applicable FINRA rules) of the Company is participating in the offering of the Securities, FINRA shall not have raised any objection
with respect to the fairness and reasonableness of
the underwriting terms and arrangements.
If any condition specified in this Section
7 shall not have been fulfilled when and as required to be fulfilled and not otherwise waived by the Underwriters, this Agreement
may be terminated by the Representatives by notice to the Company or the Guarantor at any time at or prior to the Time of Delivery.
8. (a) The Company and the Guarantor
agree to indemnify and hold harmless each Underwriter, each of the Underwriters’ affiliates, directors, officers and employees,
and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part
of the Registration Statement pursuant to Rule 430A(b) of the 1933 Act Regulations or, if applicable, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading
or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, the Preliminary
Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus (or any amendment
or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss,
liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company or the Guarantor; and
(iii) against any and all expense
whatsoever, as reasonably incurred (including, subject to Section 8(c) hereof, the fees and disbursements of counsel chosen by
the Representatives), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above;
provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Guarantor
by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), the
Prospectus, the Preliminary Prospectus, if any, the Term Sheet, any Issuer Free Writing Prospectus or any related preliminary prospectus
(or any amendment or supplement thereto).
(b) Each Underwriter severally
and not jointly agrees to indemnify and hold harmless each of the Company, the Guarantor, their directors, each of the officers
of the Company and the Guarantor who signed the Registration Statement, the Company’s or the Guarantor’s authorized
representative in the United States and each person, if any, who controls the Guarantor within the meaning of Section 15 of the
1933 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)
of this Section 8 as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), the Prospectus, any related preliminary prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Guarantor by
such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or the
Prospectus or such preliminary prospectus (or any amendment or supplement thereto).
(c) Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect
of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this indemnity agreement.
(d) Any indemnifying party
may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties
shall be selected by the Underwriters, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company or the Guarantor. An indemnifying party may participate at its own expense in the defense
of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. No indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an
actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(e) If the indemnification
provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and the Underwriters of the Securities on the other from the offering of the Securities
to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall, if permitted by applicable law, contribute to such amount paid
or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and the Guarantor on the one hand and the Underwriters of the Securities on the other in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the
one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Company and the Guarantor bear to the total underwriting discounts, concessions and
commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Guarantor on the one hand or such Underwriters on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company,
the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e)
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount
paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection
(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Securities in this
subsection (e) to contribute are
several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.
(f) The obligations of the
Company and the Guarantor under this Section 8 shall be in addition to any liability which the Company and the Guarantor may otherwise
have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning
of Section 15 of the 1933 Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and
director of the Company and the Guarantor and to each person, if any, who controls the Guarantor within the meaning of Section
15 of the 1933 Act.
9. If one or more of the Underwriters
shall fail at the Time of Delivery to purchase the Securities which it is or they are obligated to purchase under this Agreement
and the Pricing Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 36
hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase,
or procure purchasers for, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth; provided, however, that if the Representatives shall not have completed such arrangements within such
36-hour period, then:
(a) if the number of Defaulted
Securities does not exceed 10% of the Securities which the Underwriters are obligated to purchase at the Time of Delivery, the
non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting
obligations under the Pricing Agreement relating to such Securities bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted
Securities exceeds 10% of the Securities which the Underwriters are obligated to purchase or procure purchasers for at the Time
of Delivery, the Pricing Agreement relating to such Securities shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to this Section
9 shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does
not result in a termination of the relevant Pricing Agreement, either the Representatives, the Company or the Guarantor shall have
the right to postpone the Time of Delivery for a period not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.
10. All representations, warranties and
agreements contained in this Agreement and any Pricing Agreement, or contained in certificates of officers of the Company or the
Guarantor submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made
by or on behalf of any Underwriter or any controlling person, or by or on
behalf of the Company or the Guarantor, and
shall survive delivery of the Securities to the Underwriters pursuant to this Agreement.
11. (a) The Representatives may terminate
this Agreement, immediately upon notice to the Company, at any time prior to the Time of Delivery (i) if there has been, since
the date of the Pricing Agreement or the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus and any amendment or supplement thereto, except as otherwise set forth or contemplated therein, any
material adverse change in the condition, financial or otherwise, or in the results of operations, of the Company, the Guarantor
and their subsidiaries, considered as one enterprise, or (ii) if there has occurred any outbreak or escalation of hostilities involving
the United States or the United Kingdom or the declaration by the United States or the United Kingdom of a national emergency or
war, or (iii) the occurrence of another calamity or crisis or any change in financial, political or economic conditions or currency
exchange rates or controls in the United States, the United Kingdom or elsewhere, if the effect of any such event specified in
clauses (ii) and (iii) in the judgment of the Representatives (after consultation with the Company if practicable) makes it impracticable
or inadvisable to market the Securities or enforce contracts for the sale of the Securities in the manner contemplated in the Prospectus,
or (iv) if there has occurred a suspension or material limitation in trading in securities generally on the New York Stock Exchange,
London Stock Exchange or any other stock exchange on which the Company’s or the Guarantor’s securities are listed,
or (v) if there has occurred a suspension or material limitation in trading the Company’s or the Guarantor’s securities
on the New York Stock Exchange or the London Stock Exchange, or (vi) if there has occurred a material adverse change in the financial
markets in the United States or in the international financial markets in the judgment of the Representatives after consultation
with the Company, or (vii) if a banking moratorium on commercial banking activities has been declared by the relevant authorities
in New York or London, or a material disruption in commercial banking or securities settlement or clearance services in the United
States or the United Kingdom has occurred, or (viii) if there has occurred a change or development involving a prospective change
in the United States or the United Kingdom taxation which has, or will have, a material adverse effect on the Company, the Guarantor
or the Securities or the transfer thereof, or (ix) if there is any lowering of the rating of any of the Company’s or the
Guarantor’s debt securities, preference shares, American depositary shares representing preference shares or American depositary
receipts evidencing American depositary shares representing preference shares, or a public announcement that such rating is under
surveillance or review, with possible negative implications, in each case, by Moody’s Investors Service, Inc., Standard and
Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., or Fitch Ratings, Inc.
(b) If this Agreement is terminated pursuant
to Sections 7, 9 or 11 hereof, such termination shall be without liability of any party to any other party except as provided in
Section 6 or Section 9 hereof. Notwithstanding any such termination, the provisions of Sections 6, 8, 10 and 14 shall remain in
effect.
12. In all dealings hereunder, the Representatives
of the Underwriters of the Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to
the address of the Representatives as set forth in the Pricing Agreement; and if to the Company or the Guarantor shall be delivered
or sent by mail, telex or facsimile transmission to the address of the Company or the Guarantor set forth in the Registration Statement,
Attention: Company Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire,
or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any
such statements, requests, notices or agreements shall take effect upon receipt thereof.
13. This Agreement and any Pricing Agreement
shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantor and their respective successors.
Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters, the Company and the Guarantor and their respective successors and the controlling
persons and officers, directors and authorized representative of the Company and the Guarantor referred to in Section 8 hereof
and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement
or any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the
Guarantor and their respective successors, and said controlling persons and officers, directors and authorized representative of
the Company and the Guarantor and their heirs and legal representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
14. (a) Each of the Company and the
Guarantor irrevocably consents and agrees, for the benefit of the Underwriters, that any legal action, suit or proceeding against
it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the
Pricing Agreement may be brought in the courts of the State of New York or the courts of the United States of America located in
the Borough of Manhattan, The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of
each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
and in respect of its properties, assets and revenues.
(b) Each of the Company and the Guarantor
hereby irrevocably designates, appoints, and empowers the Chief U.S. Counsel of Lloyds Bank plc (or any successor thereto), currently
of 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, as its designee, appointee and agent to take process,
receive and forward process or to be served with process for and on its behalf of any and all legal process, summons, notices and
documents which may be served in any such action, suit or proceeding brought in any such United States or State court which may
be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. If for any reason
such designee, appointee and agent hereunder shall cease to be available to act as such, the Company and the Guarantor agree to
designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 14 satisfactory
to the Representatives. The Company further hereby irrevocably consents and
agrees to the service of any and all legal
process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a
copy thereof upon the relevant agent for service of process referred to in this Section 14 (whether or not the appointment of such
agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies
thereof by registered or certified air mail, first class, postage prepaid, to each of them at their respective addresses specified
in or designated pursuant to this Agreement. Each of the Company and the Guarantor agrees that the failure of any such designee,
appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability
of any Underwriter to serve any such legal process, summons, notices and documents in any other manner permitted by applicable
law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the undersigned in any jurisdictions,
and in any manner, as may be permitted by applicable law. Each of the Company and the Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any
of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the Pricing Agreement brought
in the United States federal courts or the courts of the State of New York located in the Borough of Manhattan, The City of New
York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
15. Each Underwriter severally represents
and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances
in which Section 21(1) of the FSMA does not, or, in the case of the Company, would not if Company was not an authorized person),
apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations
made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the
United Kingdom.
16. In relation to each Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”),
each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive
is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will
not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation
to the Securities which has been approved by the competent authority in that Relevant Member State or where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of
Securities to the public in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive,
subject to obtaining the prior consent of the Underwriters; or (c) in any other circumstances falling under Article 3(2) of the
Prospectus Directive, provided that no such offer of Securities requires the Company or any Underwriter to publish a prospectus
pursuant to Article 3 of the Prospectus Directive. For the purposes of this Section 16 of this Agreement, the expression “an
offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable
an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing
the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive”
means Directive 2010/73/EU.
17. Each of the Company and the Guarantor
hereby acknowledges that (a) the purchase, or procurement of purchasers of, and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the Underwriters and
any affiliate through which any Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and not as
an agent or fiduciary of the Company or the Guarantor and (c) the Company’s and the Guarantor’s engagement of the Underwriters
in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity.
Furthermore, each of the Company and the Guarantor agrees that it is solely responsible for making its own judgments in connection
with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Guarantor
on related or other matters). Each of the Company and the Guarantor agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Guarantor, in connection
with such transaction or the process leading thereto.
18. Time shall be of the essence of each
Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington,
D.C. is open for business.
19. This Agreement and each Pricing
Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict
of laws provisions thereof. Specified times of day refer to New York City time.
20. This Agreement may be executed in
one or more counterparts and, when a counterpart has been executed by each party, all such counterparts taken together shall constitute
one and the same agreement.
21. Notwithstanding any other term of this
Agreement or any other agreements, arrangements, or understanding between the Issuer or the Guarantor and the Underwriters, each
Underwriter acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in
Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Issuer or the Guarantor to such Underwriter
under this
Agreement, that (without limitation) may include
and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion,
of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion,
of the BRRD Liability into shares, other securities or other obligations of the Issuer, the Guarantor or another person (and the
issue to or conferral on such Underwriter of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability;
and/or
(iv) the amendment or alteration of any
interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for
a temporary period; and
(b) the variation of the terms of this
Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant
Resolution Authority.
“Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the
UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in Powers” means
any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” has
the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.
“Relevant Resolution Authority”
means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Issuer or the Guarantor.
“Write-down and Conversion Powers”
means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right
had been exercised under it or to suspend any obligation in respect of that liability.
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof.
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LLOYDS BANK plc, as Issuer |
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/s/ Peter Green |
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Peter Green |
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Title: |
Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance |
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LLOYDS BANKING GROUP plc, as Guarantor |
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/s/ Peter Green |
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Name: |
Peter Green |
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Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance |
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Accepted as of the date hereof:
J.P. Morgan Securities LLC
Lloyds Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
TD Securities (USA) LLC
J.P. Morgan Securities LLC |
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By: |
/s/ Robert Bottamedi |
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Name: |
Robert Bottamedi |
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Title: |
Vice President |
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Lloyds Securities Inc. |
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/s/ Wesley Fallan |
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Wesley Fallan |
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Title: |
SVP, Bond Syndicate |
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Merrill Lynch, Pierce, Fenner & Smith |
Incorporated |
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By: |
/s/ Brendan Hanley |
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Name: |
Brendan Hanley |
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Title: |
Managing Director |
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Morgan Stanley & Co. LLC |
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By: |
/s/ Yurij Slyz |
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Name: |
Yurij Slyz |
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Title: |
Executive Director |
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TD Securities (USA) LLC |
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/s/ Elsa Wang |
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Elsa Wang |
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Director |
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For themselves and as Representatives of the several
Underwriters
ANNEX I
Pricing Agreement
J.P. Morgan Securities LLC
Lloyds Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
TD Securities (USA) LLC
As Representatives of the several
Underwriters named in Schedule I hereto,
January 19, 2016
Ladies and Gentlemen:
Lloyds Bank plc, a public limited company incorporated under
the laws of England, and registered in, England (the “Company”), proposes, subject to the terms and conditions
stated herein and in the Underwriting Agreement, dated January 19, 2016 (the “Underwriting Agreement”), between
the Company, Lloyds Banking Group plc, as guarantor (the “Guarantor”) and the several Underwriters signatories
thereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), or to purchasers
procured by them, the securities specified in Schedule II hereto (the “Securities”) to be guaranteed by the
Guarantor. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall
be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the Disclosure Package and/or the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Disclosure
Package and/or the Prospectus (each as therein defined), as the case may be, and also a representation and warranty as of the date
of this Pricing Agreement in relation to the Disclosure Package and/or the Prospectus (as amended or supplemented), as the case
may be, relating to the Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated
to act on behalf of the Underwriters of the Securities pursuant to Section 12 of the Underwriting Agreement and the address of
the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement,
or a supplement to the Prospectus, as the case may be, relating to the Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set
forth herein (including Schedules I and II hereto) and in the Underwriting Agreement incorporated herein by reference, the Company
agrees to issue and sell to each of the Underwriters, or to purchasers procured by them, and the Guarantor agrees to guarantee,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, or to procure purchasers to purchase
from the Company, at the Purchase Price at the Time of Delivery (each as defined in Schedule II hereto), the principal amount of
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us, including counterparts hereof, and upon acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company and the Guarantor. It is
understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set
forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request,
but without warranty on the part of the Representatives as to the authority of the signers thereof.
[The rest of this page is intentionally
left blank.]
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Very truly yours,
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LLOYDS BANK plc,
as Issuer |
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By: |
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Name: |
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LLOYDS BANKING GROUP plc,
as Guarantor |
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By: |
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Name: |
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Title: |
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Accepted as of the date hereof:
J.P. Morgan Securities LLC
Lloyds Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
TD Securities (USA) LLC
J.P. Morgan Securities LLC |
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Lloyds Securities Inc. |
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Merrill Lynch, Pierce, Fenner & Smith |
Incorporated |
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Morgan Stanley & Co. LLC |
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TD Securities (USA) LLC |
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For themselves and as Representatives of the several Underwriters
SCHEDULE I
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Principal Amount of
Fixed Rate Senior Notes
to be Purchased |
Principal Amount of
Floating Rate Notes
to be
Purchased |
J.P. Morgan Securities LLC |
$150,000,000 |
$90,000,000 |
Lloyds Securities Inc. |
$150,000,000 |
$90,000,000 |
Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
$150,000,000 |
$90,000,000 |
Morgan Stanley & Co. LLC |
$150,000,000 |
$90,000,000 |
TD Securities (USA) LLC |
$150,000,000 |
$90,000,000 |
Total: |
$750,000,000 |
$450,000,000 |
SCHEDULE II
Capitalized terms used herein, unless
otherwise stated, shall have the meaning set forth in the Underwriting Agreement.
Title of Securities:
2.050% Senior Notes due 2019 (the “Fixed
Rate Senior Notes”)
Floating Rate Notes due 2019 (the “Floating
Rate Notes”)
The Fixed Rate Senior Notes and the Floating
Rate Notes are collectively referred to herein as the “Securities”.
Aggregate Principal
Amount:
$750,000,000 principal amount of the Fixed
Rate Senior Notes
$450,000,000 principal amount of the Floating
Rate Notes
Price to Public:
99.867% of the principal amount of the Fixed
Rate Senior Notes
100.000% of the principal amount of the Floating
Rate Notes
Purchase Price by
Underwriters:
99.667% of the principal amount of the Fixed
Rate Senior Notes
99.800% of the principal amount of the Floating
Rate Notes
Underwriting Commission:
0.200% in respect of the Fixed Rate Senior
Notes
0.200% in respect of the Floating Rate Notes
Form of Securities:
Book-entry only form represented
by one or more global securities deposited with a custodian for DTC, Euroclear Bank SA/NV and Clearstream Banking, société
anonyme, as the case may be.
Specified
Funds for Payment of Purchase Price:
Wire transfer of immediately available funds.
Time of Delivery:
January 22, 2016
Applicable Time:
3:50 p.m. (New York time), January 19, 2016
Indenture:
Indenture
dated as of January 21, 2011 among the Company, as Issuer, the Guarantor, as Guarantor, and The Bank of New York Mellon, as Trustee,
as supplemented by a seventh supplemental indenture dated January 22, 2016 (together the “Indenture”).
Maturity:
January 22, 2019 in respect of the Fixed
Rate Senior Notes
January 22, 2019 in respect of the Floating
Rate Notes
Interest Rate:
2.050% in respect of the Fixed Rate Senior
Notes
3-Month USD LIBOR + 100 basis points for
the Floating Rate Notes.
Interest Payment
Dates:
Interest will be paid on the Fixed
Rate Senior Notes on January 22 and July 22 of each year, commencing July 22, 2016.
Interest will be paid on the Floating
Rate Notes on January 22, April 22, July 22 and October 22 of each year, commencing April 22, 2016.
Interest Record
Dates:
Interest will be paid on the Securities
to holders of record of each Security in respect of the principal amount thereof outstanding 15 calendar days immediately preceding
the relevant Interest Payment Date, whether or not a business day.
Interest Rate Reset
Dates:
For the Floating Rate Notes, interest
will be reset on January 22, April 22, July 22 and October 22 of each year, commencing April 22, 2016.
Redemption
Provisions:
The Securities may be redeemed as described
in the Prospectus.
Sinking Fund Provisions:
No sinking fund provisions.
Closing Location
for Delivery of Securities:
Offices of Davis Polk & Wardwell
London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom
Names and Addresses
of Representatives:
Designated Representatives:
J.P. Morgan Securities LLC
Lloyds Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. LLC
TD Securities (USA) LLC
Addresses for Notices:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attention: High Grade Syndicate
Fax (212) 834 6081
Lloyds Securities Inc.
1095 Avenue of the Americas
New York, NY 10036
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-02
New York, New York 10020
Facsimile: (646) 855-5958
Attention: High Grade Transaction Management/Legal
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
TD Securities (USA) LLC
31 W. 52nd Street, 2nd Floor
New York, NY 10019
Attention: Transaction Management Group
Identifying Information:
Fixed Rate Senior Notes:
CUSIP: 53944V AM1
ISIN: US53944VAM19
Floating Rate Notes:
CUSIP: 53944V AN9
ISIN: US53944VAN91
Stock Exchange Listing:
The New York Stock Exchange.
Guarantee:
The Guarantor will fully and unconditionally
guarantee due and punctual payment in full to the holders of the Securities.
Other Terms:
The Securities will have additional
terms as more fully described in the Disclosure Package and the Prospectus
ANNEX II
Issuer
Free Writing Prospectuses Included in Disclosure Package
None.
Exhibit 4.1
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LLOYDS BANK PLC
as Issuer,
LLOYDS BANKING GROUP PLC
as Guarantor,
and
THE BANK OF NEW YORK MELLON,
acting through its London Branch
as Trustee
_______________________________________
SEVENTH SUPPLEMENTAL INDENTURE
dated as of January 22, 2016
to
THE SENIOR DEBT SECURITIES INDENTURE
dated as of January 21, 2011
_______________________________________
SEVENTH SUPPLEMENTAL INDENTURE (“Seventh
Supplemental Indenture”), dated as of January 22, 2016, among LLOYDS BANK PLC, a corporation incorporated in England
and Wales with registered number 2065, as issuer (the “Company”), LLOYDS BANKING GROUP PLC, a corporation incorporated
in Scotland with registered number 95000, as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON, acting
through its London Branch, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, the Company,
the Guarantor and the Trustee have executed and delivered a Senior Debt Securities Indenture dated as of January 21, 2011 (the
“Senior Indenture,” and together with this Seventh Supplemental Indenture, the “Indenture”)
to provide for the issuance of the Company’s Senior Debt Securities, including the Securities (as defined below).
WHEREAS, Section 9.01(d)
of the Senior Indenture permits the Company, the Guarantor and the Trustee to add to, change or eliminate any provisions of the
Senior Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Senior Indenture, subject to certain
conditions;
WHEREAS, Section 9.01(f)
of the Senior Indenture permits the Company, the Guarantor and the Trustee to enter into a supplemental indenture to establish
the forms or terms of Senior Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Senior Indenture without
the consent of Holders;
WHEREAS, there are
no debt securities Outstanding of any series created prior to the execution of this Seventh Supplemental Indenture which are entitled
to the benefit of the provisions set forth herein or would be adversely affected by such provisions;
WHEREAS, the Board
of Directors and the Guarantor board of directors have authorized the entry into this Seventh Supplemental Indenture, as required
by Section 9.01 of the Senior Indenture;
WHEREAS, the parties
hereto desire to establish, as further series of Senior Debt Securities under the Base Indenture, $750,000,000 2.050% Senior Notes
due 2019 (the “Fixed Rate Senior Notes”), and $450,000,000 Floating Rate Notes due 2019 (the “Floating
Rate Notes” and, together with the Fixed Rate Senior Notes, the “Securities”) and the Guarantees to
be endorsed thereon pursuant to Sections 2.01 and 3.01 of the Senior Indenture. The Securities may be issued from time to time
and any Securities issued as part of any series will constitute a single series of Securities under the Indenture and shall be
included in the definition of “Securities” where the context requires;
WHEREAS, the Company
and the Guarantor have requested that the Trustee execute and deliver this Seventh Supplemental Indenture and whereas all actions
required by it to be taken in order to make this Seventh Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, have been taken and performed,
and the execution and
delivery of this Seventh Supplemental Indenture has been duly authorized in all respects; and
WHEREAS, where indicated,
this Seventh Supplemental Indenture shall amend and supplement the Senior Indenture; to the extent that the terms of the Senior
Indenture are inconsistent with such provisions of this Seventh Supplemental Indenture, the terms of this Seventh Supplemental
Indenture shall govern.
NOW, THEREFORE, the
Company, the Guarantor and the Trustee mutually covenant and agree as follows:
Article
1
DEFINITIONS
Section 1.01.
Definition of Terms. For all purposes of this Seventh Supplemental Indenture:
(a)
a term defined anywhere in this Seventh Supplemental Indenture has the same meaning throughout;
(b)
capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Senior Indenture;
(c)
the singular includes the plural and vice versa;
(d)
headings are for convenience of reference only and do not affect interpretation; and
(e)
for the purposes of this Seventh Supplemental Indenture and the Senior Indenture, the term “series” shall mean
a series of Securities.
Article
2
FORM OF SECURITIES AND GUARANTEE
Section 2.01.
Terms of the Fixed Rate Senior Notes.
(a)
The title of the Fixed Rate Senior Notes shall be the “2.050% Senior Notes due 2019”;
(b)
The aggregate principal amount of the Fixed Rate Senior Notes that may be authenticated and delivered under the Indenture
shall not exceed $750,000,000, except as otherwise provided in the Indenture;
(c)
Principal on the Fixed Rate Senior Notes shall be payable on January 22, 2019;
(d)
The Fixed Rate Senior Notes shall be issued in global registered form on January 22, 2016 and shall bear interest from January
22, 2016 payable semi-annually in
arrears on January 22
and July 22 (each, an “Interest Payment Date”), commencing July 22, 2016. The Fixed Rate Senior Notes shall
bear an annual interest rate of 2.050%;
Interest on the Fixed
Rate Senior Notes will be calculated 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. The Regular Record Dates for the Fixed Rate Senior Notes
will be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day;
(e)
No premium, upon redemption or otherwise, shall be payable by the Company on the Fixed Rate Senior Notes;
(f)
Principal of and any interest on the Fixed Rate Senior Notes shall be paid to the Holder through The Bank of New York Mellon,
as paying agent of the Company having offices in London, United Kingdom;
(g)
The Fixed Rate Senior Notes may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any
redemption of the Fixed Rate Senior Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall
be January 22, 2016;
(h)
The Company shall have no obligation to redeem or purchase the Fixed Rate Senior Notes pursuant to any sinking fund or analogous
provision;
(i)
The Fixed Rate Senior Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess
thereof;
(j)
The principal amount of the Fixed Rate Senior Notes shall be payable upon the declaration of acceleration thereof pursuant
to Section 5.02 of the Senior Indenture;
(k)
The Fixed Rate Senior Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock
or other securities of the Company;
(l)
The Fixed Rate Senior Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;
(m)
The payment of principal of (and premium, if any) or interest, if any, on the Fixed Rate Senior Notes shall be payable only
in the coin or currency in which the Fixed Rate Senior Notes are denominated;
(n)
The Fixed Rate Senior Notes will be issued in the form of one or more global securities in registered form, without coupons
attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository
Trust Company;
(o)
The Fixed Rate Senior Notes will not be initially issued in definitive form;
(p)
There is no Calculation Agent for the Fixed Rate Senior Notes;
(q)
The Events of Default on the Fixed Rate Senior Notes are as provided for in the Senior Indenture;
(r)
The form of the Fixed Rate Senior Notes to be issued on the date hereof and the Guarantee to be endorsed on the Fixed Rate
Senior Notes shall be substantially in the form of Exhibit A hereto;
(s)
The Company may issue additional Fixed Rate Senior Notes (“Additional Notes”) after the date hereof having
the same ranking and same interest rate, maturity date, redemption terms and other terms as the Fixed Rate Senior Notes except
for the price to the public, issue date and first interest payment date, provided that such Additional Notes must be fungible with
the outstanding Fixed Rate Senior Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the Fixed
Rate Senior Notes will constitute a single series of securities under the Indenture;
(t)
Additional Amounts in respect of the Fixed Rate Senior Notes shall be payable as set forth in the Senior Indenture, as
supplemented by this Seventh Supplemental Indenture.
Section 2.02.
Terms of the Floating Rate Notes.
(a)
The title of the Floating Rate Notes shall be the “Floating Rate Notes due 2019”;
(b)
The aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall
not exceed $450,000,000, except as otherwise provided in the Indenture;
(c)
Principal on the Floating Rate Notes shall be payable on January 22, 2019;
(d)
The Floating Rate Notes shall be issued in global registered form on January 22, 2016.
The interest rate for
the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined
on January 20, 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined
on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day
year and the actual number of days elapsed. The Spread is 100 basis points.
The initial Floating
Rate Interest Payment Date (as defined below) will fall on April 22, 2016. Thereafter, interest on the Floating Rate Notes will
be paid quarterly in arrears on January 22, April 22, July 22 and October 22 of each year (together with the initial interest payment
date, each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would
fall on a day that is not a business day, other than the interest payment date that is also the date of maturity, the Floating
Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue
to accrue, except that if the business day falls in the
next succeeding calendar
month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except
for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset
Dates (as defined below) will be adjusted accordingly to calculate the amount of interest payable on the notes.
The interest rate will
be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest
Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest
Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next
succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day.
Interest will be paid
on the Floating Rate Notes to Holders of record of each Floating Rate Note in respect of the principal amount thereof as at the
15th calendar day prior to the relevant Floating Rate Interest Payment Date.
The first interest
period will begin on and include January 22, 2016 and will end on and exclude April 22, 2016. Thereafter, the interest period will
be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate
Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”). However,
the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date immediately
preceding the Maturity Date to but excluding the Maturity Date.
The calculation agent
in respect of the Floating Rate Notes will determine LIBOR (as defined below) for each Floating Rate Interest Period other than
the first Floating Rate Interest Period on the second day in which dealings in United States dollars are transacted or, with respect
to any future date, are expected to be transacted in the London interbank market (a “London Banking Day”) prior
to the first day of such Floating Rate Interest Period (an “Interest Determination Date”).
“LIBOR,”
with respect to a Floating Rate Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of
U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London
time.
If no rate appears
on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately
11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are offered to prime banks in the
London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for
a term of three months and in a Representative Amount. The calculation agent will request that the principal London office of each
of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating Rate Interest
Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Floating
Rate Interest Period will be the arithmetic mean of the rates
quoted at approximately
11:00 a.m. in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the calculation
agent, after consultation with us, for loans in United States dollars to leading European banks, for a term of three months and
in a Representative Amount. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be
the arithmetic mean of such quotations. If fewer than two quotations are provided, then LIBOR for such Floating Rate Period will
be LIBOR in effect with respect to the immediately preceding Floating Rate Interest Period.
“Designated
LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service
(or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor
or such other entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the
event IBA or its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Interest
Determination Date” for each Floating Rate Interest Period will be the second London Banking Day preceding the first
day of such Floating Rate Interest Period.
“London Banking
Day” is any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market.
“Representative
Amount” means an amount that in the judgment of the calculation agent is representative for a single transaction in U.S.
dollars in such market at such time.
All calculations of
the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and on
the Holders of the Floating Rate Notes.
All percentages resulting
from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards).
The interest rate on
the Floating Rate Notes will in no event be higher than the maximum rate permitted by law.
(e)
No premium, upon redemption or otherwise, shall be payable by the Company on the Floating Rate Notes;
(f)
Principal of and any interest on the Floating Rate Notes shall be paid to the Holder through The Bank of New York Mellon,
as paying agent of the Company having offices in London, United Kingdom;
(g)
The Floating Rate Notes may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption
of the Floating Rate Notes pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be January 22,
2016;
(h)
The Company shall have no obligation to redeem or purchase the Floating Rate Notes pursuant to any sinking fund or analogous
provision;
(i)
The Floating Rate Notes shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess
thereof;
(j)
The principal amount of the Floating Rate Notes shall be payable upon the declaration of acceleration thereof pursuant
to Section 5.02 of the Senior Indenture;
(k)
The Floating Rate Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or
other securities of the Company;
(l)
The Floating Rate Notes shall be denominated in, and payments thereon shall be made in, U.S. Dollars;
(m)
The payment of principal of (and premium, if any) or interest, if any, on the Floating Rate Notes shall be payable only
in the coin or currency in which the Floating Rate Notes are denominated;
(n)
The Floating Rate Notes will be issued in the form of one or more global securities in registered form, without coupons
attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository
Trust Company;
(o)
The Floating Rate Notes will not be initially issued in definitive form;
(p)
The Calculation Agent for the Floating Rate Notes will be The Bank of New York Mellon pursuant to the terms of a Calculation
Agency Agreement dated January 22, 2016;
(q)
The Events of Default on the Floating Rate Notes are as provided for in the Senior Indenture;
(r)
The form of the Floating Rate Notes to be issued on the date hereof and the Guarantee to be endorsed on the Floating Rate
Notes shall be substantially in the form of Exhibit B hereto;
(s)
The Company may issue additional Floating Rate Notes (“Additional Notes”) after the date hereof having
the same ranking and same interest rate, maturity date, redemption terms and other terms as the Floating Rate Notes except for
the price to the public, issue date and first interest payment date, provided that such Additional Notes must be fungible with
the outstanding Floating Rate Notes for U.S. federal income tax
purposes. Any such Additional
Notes, together with the Floating Rate Notes will constitute a single series of securities under the Indenture;
(t)
Additional Amounts in respect of the Floating Rate Notes shall be payable as set forth in the Senior Indenture, as supplemented
by this Seventh Supplemental Indenture.
Article
3
ADDITIONAL TERMS APPLICABLE TO THE SECURITIES
Section 3.01.
Addition of Definitions. With respect to the Securities only, Section 1.01 of the Senior Indenture is amended to
include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):
“Beneficial
Owners” shall mean (a) if any Senior Debt Securities are in global form, the beneficial owners of the Senior Debt Securities
(and any interest therein) and (b) if the Senior Debt Securities are held in definitive form, the Holders in whose names the Senior
Debt Securities are registered in the Senior Debt Security Register and any beneficial owners holding an interest in such Senior
Debt Securities held in definitive form.
“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.
“U.K.
bail-in power” means any write-down and/or conversion power existing from time to time under any laws, regulations, rules
or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including but not limited to
any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union
directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution
of credit institutions and investment firms and/or within the context of a U.K. resolution regime under to the Banking Act 2009,
as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act
2013, secondary legislation or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or
investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other
securities or obligations of the obligor or any other person.
Section 3.02.
Events of Default. With respect to the Securities only, Section 5.01 of the Senior Indenture is amended by adding
the following sentence at the end of the section:
The exercise of any
U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a default or an Event of Default under this Section
5.01.
Section 3.03.
Compensation and Reimbursement. With respect to the Securities only, Section 6.07 of the Senior Indenture is amended
in part to add the following sentence at the end of the section:
The Trustee’s
right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Senior Debt Securities, the
discharge of this Senior Debt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section
5.08 of the Seventh Supplemental Indenture if and to the extent applicable as set out therein) any exercise of the U.K. bail-in
power by the relevant U.K. resolution authority with respect to the obligations owed or owing to Holders pursuant to or in connection
with the Senior Debt Securities.
Section 3.04.
Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities
established pursuant to this Seventh Supplemental Indenture:
(a)
Notwithstanding any other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of the
Securities, by purchasing or acquiring the Securities, each Holder (including each Beneficial Owner) of the Securities acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority
that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities
or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Securities,
or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Securities
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial
Owner of the Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Securities
are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.
(b)
By purchasing or acquiring the Securities, each Holder and each Beneficial Owner of the Securities:
(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect
of the Securities shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default)
and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii)
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate
a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes,
or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Securities; and
(iii)
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a)
the Trustee shall not be required to take any further directions from Holders of the Securities under Section 5.12 of the Senior
Indenture, and (b) neither the Senior Indenture nor this Seventh Supplemental Indenture shall impose any duties upon the Trustee
whatsoever with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the
foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any
of the Securities remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down
of the principal of the Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to
the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental
indenture or an amendment to this Seventh Supplemental Indenture.
(c)
By purchasing or acquiring the Securities, each Holder and Beneficial Owner that acquires its Securities in the secondary
market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to
the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance,
including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the
Securities related to the U.K. bail-in power.
(d)
By purchasing or acquiring the Securities, each Holder and Beneficial Owner shall be deemed to have (i) consented to the
exercise of any U.K. bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its
decision to exercise such power with respect to the Securities and (ii) authorized, directed and requested DTC and any direct participant
in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement
the exercise of any U.K. bail-in power with respect to the Securities as it may be imposed, without any further action or direction
on the part of such Holder or Beneficial Owner.
(e)
No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable
after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment
or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under
the laws and regulations of the United Kingdom and the European Union applicable to the Company and the Group.
(f)
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the
Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes
of notifying Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes
only.
Article
4
AMENDMENTS TO THE SENIOR INDENTURE
Section 4.01.
Appointment of Agent for Service. With respect to any series of Senior Debt Securities issued under the Senior Indenture,
including the Securities, Section 1.14 of the Senior Indenture is amended and restated in its entirety and shall read as follows:
Section 1.14.
Appointment of Agent for Service. Each of the Company and the Guarantor has designated and appointed the Chief U.S. Counsel,
Lloyds Bank plc (or any successor thereto), currently of 1095 Avenue of the Americas, 34th 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 relating to the Senior Debt Securities, this Senior Debt Securities Indenture or this Seventh
Supplemental 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 proceeding 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 or the Guarantor and such successor’s acceptance of
such appointment. Upon such acceptance, the Company or the Guarantor shall notify the Trustee of the name and address of such successor.
Each of the Company and the Guarantor further agrees to take any and all action, including the execution and filing of any and
all 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
shall have no responsibility with respect to any failure by the Company or the Guarantor to take any such action. Each of the Company
and the Guarantor 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 instituted, and waives, to the extent it may effectively do so, any right to trial by jury and
any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Section 4.02.
Notices to Trustee. With respect to any series of Senior Debt Securities issued under the Senior Indenture, including
the Securities, Section 1.05(a) of the Senior Indenture is amended and restated in part to read as follows:
Section 1.05.
Notices, Etc. to Trustee, Company and Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or
Act of
Holders or
other document provided or permitted by the Senior Debt Securities Indenture or the Seventh Supplemental Indenture to be made upon,
given or furnished to, or filed with,
(a) the Trustee
by any Holder or by the Company or the Guarantor 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 Office
and the Trustee agrees to accept and act upon facsimile transmission of written instructions pursuant to the Senior Debt Securities
Indenture or the Seventh Supplemental Indenture; provided, however, that (x) the party providing such written instructions, subsequent
to such transmission of written 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 such instructions or directions; or
Section 4.03.
Additional Amounts. With respect to any series of Senior Debt Securities issued under the Senior Indenture, including
the Securities, Section 10.04 of the Senior Indenture is hereby amended and replaced in its entirety as follows:
Section 10.04. Additional
Amounts. Amounts to be paid on any series of Senior Debt Securities or under the Guarantee will be made without deduction or
withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges
or fees 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 at any time a Taxing Jurisdiction requires the Company or the Guarantor, as the case may be, to make such
deduction or withholding, the Company, or the Guarantor, as the case may be, will pay additional amounts with respect to the principal
of, interest and any other payment on, the Senior Debt Securities (“Additional Amounts”) that are necessary
in order that the net amounts paid to the Holders of Senior Debt Securities of the particular series, after the deduction or withholding,
shall equal the amounts which would have been payable on the Senior Debt Securities if the deduction or withholding had not been
required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted
or withheld but for the fact that:
(i) the Holder
or the Beneficial Owner of the Senior 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 connection 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, or any interest, or other payment on, any Senior Debt Security of the relevant series or under the Guarantee,
(ii) except
in the case of winding-up 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 the Additional
Amounts on presenting the same for payment at the close of that 30 day period,
(iv) the
Holder or the Beneficial Owner of the relevant Senior Debt Security or the Beneficial Owner of any payment of (or in respect of)
principal of or any interest or other payment on, the Senior Debt Security failed to comply with a request of the Company or its
liquidator or guarantor or other authorized person addressed to the Holder (x) to provide information concerning the nationality,
residence or identity of the Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any
requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice
of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,
(v) the withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any
directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced in order
to conform to, such directive or directives,
(vi) the
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 the relevant Senior Debt Security to another paying agent,
(vii) the
deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation
or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement,
or
(viii) any
combination of subclauses (i) through (vii) above,
nor shall
Additional Amounts be paid with respect to the principal of or any interest or other payment on, the Senior Debt Securities or
under the Guarantee to any Holder who is a fiduciary or partnership or any person other than the sole Beneficial Owner of such
payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income
for tax purposes
of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who
would not have been entitled to such Additional Amounts, had it been the Holder.
Whenever in
this Senior Debt Securities Indenture there is mentioned, in any context, the payment of the principal of or any interest or other
payments on, 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 provisions 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. Upon request from the Trustee or a paying
agent, the Company and/or the Guarantor, as the case may be, shall provide information reasonably necessary and readily available
in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. Neither the
Company, the Guarantor, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s
or paying agent’s compliance with any such withholding obligation under applicable law.
Section 4.04.
Optional Redemption Due to Changes in Tax Treatment. With respect to any series of Senior Debt Securities issued
under the Senior Indenture, including the Securities, Section 11.08 of the Senior Indenture is hereby amended in part to amend
and restate the final paragraph in its entirety, which shall read as follows:
Section 11.08
Optional Redemption Due to Changes in Tax Treatment. In any case where the Company (or, if applicable, the Guarantor) shall
determine that as a result of any change in the official application or interpretation of any laws or regulations it is entitled
to redeem the Senior Debt Securities of any series, the Company (or, if applicable, the Guarantor) shall be required to deliver
to the Trustee prior to the giving of any notice of redemption (i) a written legal opinion of independent United Kingdom counsel
of recognized standing (selected by the Company or, if applicable, the Guarantor) in a form satisfactory to the Trustee confirming
that the relevant change in the application or interpretation of such laws or regulations has occurred and that the Company (or,
if applicable, the Guarantor) is entitled to exercise its right of redemption; and (ii) an Officer’s Certificate, evidencing
compliance with such provisions and stating that it is entitled to redeem the Senior Debt Securities pursuant to the terms of the
Senior Debt Securities.
Article
5
MISCELLANEOUS
Section 5.01.
Effect Of Supplemental Indenture. Upon the execution and delivery of this Seventh Supplemental Indenture by each
of the Company, the Guarantor and the Trustee, and the delivery of the documents referred to in Section 5.02 herein, the Senior
Indenture shall be supplemented in accordance herewith, and this Seventh
Supplemental Indenture
shall form a part of the Senior Indenture for all purposes in respect of the Securities or otherwise as applicable.
Section 5.02.
Other Documents to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate
and an Opinion of Counsel stating the recitals contained in Section 1.02 of the Senior Indenture. As specified in Section 9.03
of the Senior Indenture and subject to the provisions of Section 6.03 of the Senior Indenture, the Trustee shall also be entitled
to receive an Opinion of Counsel stating that that this Seventh Supplemental Indenture and the Securities whose terms are incorporated
by reference herein are each, subject to Section 1.03 of the Senior Indenture, a legal, valid and binding obligation of the Company
and the Guarantor enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting creditor’s rights generally, by equitable principles
of general applicability and by possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’
rights, and the Seventh Supplemental Indenture is permitted under the Indenture. The Trustee may rely on such Officer’s Certificate
and Opinion of Counsel as conclusive evidence that this Seventh Supplemental Indenture complies with the applicable provisions
of the Senior Indenture.
Section 5.03.
Confirmation Of Indenture. The Senior Indenture, as supplemented and amended by this Seventh Supplemental Indenture
with respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Senior Indenture,
this Seventh Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as
applicable, be read, taken and construed as one and the same instrument. This Seventh Supplemental Indenture constitutes an integral
part of the Senior Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms
and conditions of the Senior Indenture and the terms and conditions of this Seventh Supplemental Indenture, the terms and conditions
of this Seventh Supplemental Indenture shall prevail where applicable.
Section 5.04.
Concerning The Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Seventh
Supplemental Indenture, the Guarantee or the Notes. The recitals and statements herein are deemed to be those of the Company and
the Guarantor and not the Trustee. In entering into this Seventh Supplemental Indenture, the Trustee shall be entitled to the benefit
of every provision of the Senior Indenture relating to the conduct of or affecting the liability of or affording protection to
the Trustee.
Section 5.05.
Governing Law. This Seventh Supplemental Indenture, the Securities and the Guarantee shall be governed by and construed
in accordance with the laws of the State of New York, except that the authorization and execution by the Company and the Guarantor
of this Seventh Supplemental Indenture, the Securities and the Guarantee shall be governed by (in addition to the laws of the State
of New York relevant to execution) the respective jurisdictions of the Company, the Guarantor and the Trustee, as the case may
be.
Section 5.06.
Separability. In case any provision contained in this Seventh Supplemental Indenture 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 5.07.
Counterparts. This Seventh Supplemental Indenture may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument.
Section 5.08.
Concerning BRRD Liability. Notwithstanding any other term of this Seventh Supplemental Indenture or the Senior Debt
Securities Indenture or any other agreements, arrangements, or understanding between the Issuer or the Guarantor and the Trustee,
the Trustee acknowledges, accepts, and agrees to be bound by:
(a)
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the
Issuer or the Guarantor to the Trustee under this Seventh Supplemental Indenture or the Senior Debt Securities Indenture, that
(without limitation) may include and result in any of the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii)
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Issuer,
the Guarantor or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations);
(iii)
the cancellation of the BRRD Liability; and/or
(iv)
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are
due, including by suspending payment for a temporary period; and
(b)
the variation of the terms of this Seventh Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority,
to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
“Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law, regulation, rule or requirement applicable from time
to time in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable
Bail-in Legislation.
“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Issuer
or the Guarantor.
“Write-down
and Conversion Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person
that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto
have caused this Seventh Supplemental Indenture to be duly executed as of the date first written above.
LLOYDS BANK PLC, |
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as Issuer |
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By: |
/s/ Peter Green |
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Name: Peter Green |
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Title:Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance |
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LLOYDS BANKING GROUP PLC, |
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as Guarantor |
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By: |
/s/ Peter Green |
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Name: Peter Green |
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Title:Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance |
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[Signature Page to Seventh Supplemental
Indenture]
THE BANK OF NEW YORK MELLON, |
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as Trustee |
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By: |
/s/ Maria Bertolin |
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Name: Maria Bertolin |
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Title: Authorized Signatory |
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[Signature Page to Seventh Supplemental
Indenture]
EXHIBIT A
FORM OF FIXED RATE SENIOR GLOBAL NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP No.
[●]
ISIN No. [●]
Common Code: [●]
LLOYDS BANK plc
[●]% SENIOR NOTE DUE 2019
Guaranteed by
LLOYDS BANKING GROUP plc
LLOYDS BANK plc (herein called the “Company,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the principal sum of $[●] ([●] million dollars) on January [●],
2019 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon
semi-annually in arrears on January [●] and July [●] of each year, commencing on July [●], 2016, and ending on
January [●], 2019 (each, a “Payment Date”). Interest so payable on any Payment Date shall be paid to the Holder
in whose name this Senior Note is registered on the 15th calendar day immediately preceding the relevant Payment Date,
whether or not such day is a Business Day, as defined in the Indenture (each a “Regular Record Date”). Any interest
which is payable, but is not punctually paid or duly provided for, on any Payment Date is herein called “Default Interest”.
Default Interest shall cease to be payable to the registered Holder on the relevant Regular Record Date by virtue then of having
been such Holder, and such Default Interest may be paid by the Company, at its election in each case, as provided in clause (x)
or (y) below: (x) the Company may elect to make payment of any Default Interest to registered Holders at the close of business
on a Special Record Date (a “Special Record Date”) for the payment of such Default Interest, such Special Record Date
to be fixed in accordance with Section 3.07(a) of the Indenture
or, (y) the Company may make payment of
any Default Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which this
Note may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the trustee
of the proposed payment, such manner of payment shall be deemed practicable by the trustee.
Interest shall accrue
on this Senior Note from day to day from the date of issuance hereof or from the most recent Payment Date at the rate of [●]%
per annum, until the principal amount hereof is paid or made available for payment.
Payments of interest
on this Senior Note shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and, in the case
of an incomplete month, the actual number of days elapsed in such period.
Payment of the principal
amount of (and premium, if any) and any interest on, this Senior Note will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the
Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder. If the date for
payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided
in the Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as if made on such
date for payment and without any interest or other payment in respect of such delay.
Prior to due presentment
of this Senior Note for registration of transfer, the Company, the trustee and any agent of the Company or the trustee may treat
the Person in whose name this Senior Note is registered as the owner of such Senior Note for the purpose of receiving payment of
principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue,
and neither the Company, the trustee nor any agent of the Company or the trustee shall be affected by notice to the contrary.
Reference is hereby
made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate
of authentication hereon has been executed by the trustee referred to on the reverse hereof by manual signature, this Senior Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Notwithstanding any
other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Senior Note, by purchasing
or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts, agrees
to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority
that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, this Senior
Note; (ii) the conversion of all, or a portion, of the principal
amount of, or interest
on, this Senior Note into shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment
or alteration of the maturity of this Senior Note, or amendment of the amount of interest due on this Senior Note, or the dates
on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised
by means of variation of the terms of this Senior Note solely to give effect to the exercise by the relevant U.K. resolution authority
of such U.K. bail-in power. Each Holder and Beneficial Owner of this Senior Note further acknowledges and agrees that the rights
of the Holders and/or Beneficial Owners under this Senior Note are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.
For these purposes,
a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including but not
limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a
European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking
Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation
or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of
its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any authority
with the ability to exercise a U.K. bail-in power).
[The rest of this page is intentionally
left blank]
IN WITNESS WHEREOF,
the Company has caused this Senior Note to be duly executed.
Dated: January [●], 2016
LLOYDS BANK PLC |
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By: |
__________________________________ |
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Name: |
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Title: |
[ Fixed Rate Global Note No. [·]
Signature Page]
GUARANTEE OF LLOYDS BANKING GROUP plc
LLOYDS BANKING GROUP plc (herein called
the “Guarantor,” which term includes any successor person under the Indenture (as defined on the reverse hereof)) hereby
unconditionally guarantees (the “Guarantee”) to each Holder of this Senior Note the due and punctual payment of the
principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Note and the due and punctual
payment of the sinking fund payments (if any) provided for pursuant to the terms of such Senior Note and any and all amounts under
the Indenture (including but not limited to, the fees, expenses and indemnities of the Trustee), when and as the same shall become
due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such
Senior Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest,
Additional Amounts or sinking fund payment and any and all amounts under the Indenture, (including but not limited to, the fees,
expenses and indemnities of the Trustee) the Guarantor hereby agrees to pay, or cause any such payment to be made, punctually when
and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as
if such payment were made by the Company in accordance with the terms of such Senior Note and of the Indenture.
Unless otherwise defined
herein, all terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF,
the Guarantor has caused this guarantee to be duly executed.
Dated: January [●], 2016
Executed by LLOYDS BANKING GROUP PLC |
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By: |
__________________________________ |
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Name: |
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Title: |
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By: |
__________________________________ |
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Name: |
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Title: |
[Fixed Rate Global Note No. [·]
Signature Page]
CERTIFICATE OF AUTHENTICATION
This is one of the
Senior Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: January [●], 2016
THE BANK OF NEW YORK MELLON, |
as Trustee |
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By: |
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Authorized Signatory |
[Fixed Rate Global Note No. [·]
Signature Page]
[REVERSE OF SECURITY]
This Senior Note is
one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued and to be issued
in one or more series under a Senior Debt Securities Indenture, dated as of January 21, 2011 (herein called the “Senior Indenture”),
among the Company, as issuer, the Guarantor, as guarantor, and The Bank of New York Mellon, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Senior Indenture), as supplemented by the Seventh Supplemental Indenture dated
as of January [●], 2016, among the Company, the Guarantor and the Trustee (the “Seventh Supplemental Indenture”
and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are
to be, authenticated and delivered.
This Senior Note is
one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company may,
without the consent of the Holders of the Senior Notes, issue additional notes having the same ranking and interest rate, maturity
date, redemption terms and other terms as the Senior Notes except for the price to the public, issue date and first interest payment
date, provided that such additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes.
Any such Senior Notes, together with this Senior Note, will constitute a single series of securities under the Indenture. The Senior
Notes will initially be issued in the form of one or more global Senior Notes (each, a “Global Senior Note”). Except
as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive Senior Notes.
The Senior Notes of
this series will constitute unsecured and unsubordinated obligations of the Company and the Guarantor, as described herein, and
will rank pari passu without any preference among themselves.
If an Event of Default
with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of
not less than 25% in aggregate principal amount of the Outstanding Senior Notes of this series may declare the principal amount
of, and any accrued interest on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject
to the conditions provided in the Indenture.
If an Event of Default
with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in the Indenture or in aid of the exercise of any power granted thereon, or to enforce any other proper remedy, including the institution
of proceedings in England or Scotland (but not elsewhere) for the winding up of the Company or the Guarantor, respectively.
By acceptance of the
Senior Notes of this Series, the Holder will be deemed to have waived any right of set-off or counterclaim with respect to such
Senior Notes that they might otherwise have against the Company or the Guarantor, whether before or during a winding-up of the
Company or the Guarantor.
Amounts to be paid
on the Senior Notes of this Series or under the guarantee will be made without deduction or withholding for, or on account of,
any and all present and future income, stamp and other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power
to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing
Jurisdiction requires the Company or the Guarantor, as the case may be, to make such deduction or withholding, the Company, or
the Guarantor, as the case may be, will pay additional amounts with respect to the principal of, and interest and any other payments
on, the Senior Notes of this series (“Additional Amounts”) that are necessary in order that the net amounts paid to
the Holders, after the deduction or withholding, shall equal the amounts which would have been payable on the Senior Notes if the
deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge
or fee, which would not have been deducted or withheld but for the fact that:
(i) the Holder or the
Beneficial Owner of the Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent
establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction
other than the holding or ownership of a Senior Note, or the collection of any payment of (or in respect of) principal of, or interest
or other payments on, any Senior Note or under the guarantee,
(ii) except in the
case of winding-up in the United Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in
the United Kingdom,
(iii) the relevant
Senior Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or was
provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting
the same for payment at the close of that 30 day period,
(iv) the Holder or
the Beneficial Owner of the relevant Senior Note or the Beneficial Owner of any payment of (or in respect of) principal of, or
interest or other payments on, the Senior Note failed to comply with a request of the Company or its liquidator or guarantor or
other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of
the Holder or such Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in
the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction
as a precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,
(v) the withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any
directive amending, supplementing or replacing such directive, or any law implementing or complying with, or introduced in order
to conform to, such directive or directives,
(vi) the Senior Note
is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding
or deduction by presenting the Senior Note to another paying agent in a Member State of the European Union,
(vii) the deduction
or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474
of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement
between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other
official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or
(viii) any combination
of clauses (i) through (vii) above,
nor shall Additional Amounts be paid with
respect to the principal of, or any interest or other payments on, the Senior Note or under the Guarantee to any Holder who is
a fiduciary or partnership or any person other than the sole Beneficial Owner of such payment to the extent such payment would
be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or
settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to
such Additional Amounts, had it been the Holder.
References herein to
the payment of the principal of or interest or other payments on any Senior Note shall be deemed to include mention of the payment
of Additional Amounts provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were
or would be payable under the foregoing provisions.
The Senior Notes of
this series are redeemable, as a whole but not in part, at the option of the Company or the Guarantor, on not less than 30 nor
more than 60 days’ notice, on any Payment Date, at a redemption price equal to 100% of the principal amount, together with
accrued but unpaid interest, in respect of the Senior Notes to the date fixed for redemption, if, at any time, the Company or,
if applicable, the Guarantor shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing
Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation
of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after
January [●], 2016:
(a) in making payment
under the Senior Notes the Company (or, if applicable, the Guarantor) has or will or would on the next Payment Date become obligated
to pay Additional Amounts;
(b) the payment of
interest on the next Payment Date in respect of any of the Senior Notes would be treated as a “distribution” within
the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment
thereof for the time being); or
(c) on the next Payment
Date the Company (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect of such payment of interest
in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).
In any case where the
Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application or interpretation
of any laws or regulations it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable, the Guarantor)
shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company or, if applicable, the Guarantor) in a form satisfactory
to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has
occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption.
If the Company (or,
if applicable, the Guarantor) elects to redeem the Senior Notes of this series, the Senior Notes will cease to accrue interest
from the date of redemption, provided the redemption price has been paid in accordance with the Indenture.
Upon payment of (i)
the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s
(or, if applicable, the Guarantor’s) obligations in respect of the payment of the principal of (and premium, if any), and
accrued and unpaid interest on, the Senior Notes of this series shall terminate.
Notwithstanding any
other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Senior Note, by purchasing
or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts, agrees
to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may result
in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes; (ii) the
conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities or
other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes,
or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the
Senior Notes solely to
give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner
of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Senior Notes
are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner of the Securities:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes
shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c)
(Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii) to
the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Senior Notes; and
(iii) acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not
be required to take any further directions from Holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b)
neither the Senior Indenture nor the Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect
to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following
the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Senior Notes remain outstanding
(for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes),
then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion
to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Seventh
Supplemental Indenture.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be deemed to acknowledge
and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial
Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect
to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power
as it may
be imposed without any
prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect to the Senior Notes
and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds
such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect
to the Senior Notes as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner.
No repayment of the
principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise
of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively,
is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations
of the United Kingdom and the European Union applicable to the Company and the Group.
Upon the exercise of
the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a
written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders
of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.
The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the Guarantor and the rights of the Holders of the Senior Notes of each series to be affected thereby by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Senior Notes at the time outstanding
of each such series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount
of the outstanding Senior Notes of each series, on behalf of the Holders of all Senior Notes of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Senior Note.
No reference herein
to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest on,
this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed.
As set forth in, and
subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right to institute any proceeding
with respect to the Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same
shall have become due and payable in accordance with the terms hereof and the Indenture.
No reference herein
to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the right of the Holder of this
Senior Note, which is absolute and unconditional, to receive payment of the principal of (and 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.
EXHIBIT B
FORM OF THE FLOATING RATE GLOBAL NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP No.
[●]
ISIN No. [●]
Common Code: [●]
LLOYDS BANK plc
FLOATING RATE NOTE DUE 2019
Guaranteed by
LLOYDS BANKING GROUP plc
LLOYDS BANK plc (herein called the “Company,”
which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the principal sum of $[●] ([●] million dollars) on January [●],
2019 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 [●], April [●], July [●] and October [●], of each year, commencing on April
[●], 2016, and ending on January [●], 2019 (each, a “Floating Rate Interest Payment Date”). Interest so
payable on any Floating Rate Interest Payment Date shall be paid to the Holder in whose name this Senior Note is registered on
the 15th calendar day immediately preceding the relevant Floating Rate Interest Payment Date.
Any interest which
is payable, but is not punctually paid or duly provided for, on any Floating Rate 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 until the principal amount hereof is paid or made available
for payment.
Payment of the principal
amount of (and premium, if any), and any interest on, this Senior Note will be made in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall be made to the
Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder. If the date for
payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided
in the Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as if made on such
date for payment and without any interest or other payment in respect of such delay.
Prior to due presentment
of this Senior Note for registration of transfer, the Company, the trustee and any agent of the Company or the trustee may treat
the Person in whose name this Senior Note is registered as the owner of such Senior Note for the purpose of receiving payment of
principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue,
and neither the Company, the trustee nor any agent of the Company or the trustee shall be affected by notice to the contrary.
Reference is hereby
made to the further provisions of this Senior Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate
of authentication hereon has been executed by the trustee referred to on the reverse hereof by manual signature, this Senior Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
Notwithstanding any
other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Senior Note, by purchasing
or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts, agrees
to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority
that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, this Senior
Note; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Senior Note into shares or other
securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of this
Senior Note, or amendment of the amount of interest due on this Senior Note, or the dates on which interest becomes payable, including
by suspending
payment for a temporary
period; which U.K. bail-in power may be exercised by means of variation of the terms of this Senior Note solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of this
Senior Note further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under this Senior Note are
subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.
For these purposes,
a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including but not
limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a
European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking
Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform)
Act 2013 (the “Banking Reform Act 2013”), secondary legislation or otherwise), pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred
and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “relevant
U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power).
[The rest of this page is intentionally
left blank]
IN
WITNESS WHEREOF, the
Company has caused this
Senior Note to be duly executed.
Dated:
January [●], 2016
LLOYDS BANK PLC |
|
|
By: |
__________________________________ |
|
Name: |
|
Title: |
[Floating Rate Global Note Signature
Page]
GUARANTEE OF LLOYDS BANKING GROUP plc
LLOYDS BANKING GROUP plc (herein called
the “Guarantor,” which term includes any successor person under the Indenture (as defined on the reverse hereof)) hereby
unconditionally guarantees (the “Guarantee”) to each Holder of this Senior Note the due and punctual payment of the
principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Note and the due and punctual
payment of the sinking fund payments (if any) provided for pursuant to the terms of such Senior Note and any and all amounts under
the Indenture (including but not limited to, the fees, expenses and indemnities of the Trustee), when and as the same shall become
due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such
Senior Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest,
Additional Amounts or sinking fund payment and any and all amounts under the Indenture, (including but not limited to, the fees,
expenses and indemnities of the Trustee) the Guarantor hereby agrees to pay, or cause any such payment to be made, punctually when
and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as
if such payment were made by the Company in accordance with the terms of such Senior Note and of the Indenture.
Unless otherwise defined herein, all terms
used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
IN WITNESS
WHEREOF, the Guarantor has caused
this guarantee
to be duly executed.
Dated:
January [●], 2016
Executed by LLOYDS BANKING GROUP PLC |
|
|
By: |
__________________________________ |
|
Name: |
|
Title: |
|
|
By: |
__________________________________ |
|
Name: |
|
Title: |
[Floating Rate Global Note Signature
Page]
CERTIFICATE OF AUTHENTICATION
This is one of the
Senior Notes of the series designated herein referred to in the within-mentioned Indenture.
Dated: January [●], 2016
THE BANK OF NEW YORK MELLON, |
as Trustee |
|
|
By: |
________________________________ |
|
Authorized Signatory |
[Floating Rate Global Note Signature
Page]
[REVERSE OF SECURITY]
This Senior Note is
one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued and to be issued
in one or more series under a Senior Debt Securities Indenture, dated as of January 21, 2011 (herein called the “Senior Indenture”),
among the Company, as issuer, the Guarantor, as guarantor, and The Bank of New York Mellon, as trustee (herein called the “Trustee,”
which term includes any successor trustee under the Senior Indenture) as supplemented by the Seventh Supplemental Indenture, dated
as of January [●], 2016, among the Company, the Guarantor and the Trustee (the “Seventh Supplemental Indenture”,
and, together with the Senior Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are
to be, authenticated and delivered.
This Senior Note is
one of the series designated on the face hereof, initially limited in aggregate principal amount to $[●]. The Company may,
without the consent of the Holders of the Senior Notes, issue additional notes having the same ranking and interest rate, maturity
date, redemption terms and other terms as the Senior Notes except for the price to the public, issue date and first interest payment
date, provided that such additional notes must be fungible with the outstanding Senior Notes for U.S. federal income tax purposes.
Any such Senior Notes, together with this Senior Note, will constitute a single series of securities under the Indenture. The Senior
Notes will initially be issued in the form of one or more global Senior Notes (each, a “Global Senior Note”). Except
as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive Senior Notes.
The Senior Notes of
this series will constitute unsecured and unsubordinated obligations of the Company and the Guarantor, as described herein, and
will rank pari passu without any preference among themselves.
The interest rate for
the Senior Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined
on January [●], 2016 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as
determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis
of a 360-day year and the actual number of days elapsed. The Spread is [●] basis points.
The initial Floating
Rate Interest Payment Date (as defined below) will fall on April [●], 2016. Thereafter, interest on the Senior Notes will
be paid quarterly in arrears on January [●], April [●], July [●] and October [●], of each year, commencing
on April [●], 2016, and ending on January [●], 2019 (each, a “Floating Rate Interest Payment Date”). Interest
so payable on any Floating Rate Interest Payment Date shall be paid to the Holder in whose name this Senior Note is registered
on the 15th calendar day immediately preceding the relevant Floating Rate Interest Payment Date (each a “Regular Record Date”).
However, if a Floating Rate Interest Payment Date would fall on a day
that is not a Business
Day, as defined in the Indenture, other than the interest payment date that is also the date of maturity, the Floating Rate Interest
Payment Date will be postponed to the next succeeding day that is a business day and interest thereon will continue to accrue,
except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date
will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on
the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below) will be adjusted accordingly
to calculate the amount of interest payable on the notes.
The interest rate will
be reset on each Floating Rate Interest Payment Date (together with the initial interest reset date, each an “Interest Reset
Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date
will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding
calendar month, the applicable Interest Reset Date will be the immediately preceding business day.
Interest will be paid
on the Senior Notes to Holders of record of each Senior Note in respect of the principal amount thereof as at the 15th calendar
day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include January [●],
2016 and will end on and exclude April [●], 2016. Thereafter, the interest period will be the periods from and including
a Floating Rate Interest Payment Date to but excluding the immediately succeeding Floating Rate Interest Payment Date (together
with the first interest period, each a “Floating Rate Interest Period”). However, the final Floating Rate Interest
Period will be the period from and including the Floating Rate Interest Payment Date immediately preceding the Maturity Date to
but excluding the Maturity Date.
The calculation agent
will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest Period
on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to
be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate
Interest Period (an “Interest Determination Date”).
“LIBOR,”
with respect to a Floating Rate Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of
U.S. dollars having a maturity of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London
time.
If no rate appears
on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately
11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are offered to prime banks in the
London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for
a term of three months and in a Representative Amount. The calculation agent will request that the principal London office of each
of such banks provide a quotation of its rate. If at least
two such quotations are
provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00
a.m. in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the calculation
agent, after consultation with us, for loans in United States dollars to leading European banks, for a term of three months and
in a Representative Amount. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be
the arithmetic mean of such quotations. If fewer than two quotations are provided, then LIBOR for such Floating Rate Period will
be LIBOR in effect with respect to the immediately preceding Floating Rate Interest Period.
“Designated LIBOR
Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such
other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other
entity assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or
its successor no longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Interest Determination
Date” for each Floating Rate Interest Period will be the second London Banking Day preceding the first day of such Floating
Rate Interest Period.
“London Banking
Day” is any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market.
“Representative
Amount” means an amount that in the judgment of the calculation agent is representative for a single transaction in US dollars
in such market at such time.
All calculations of
the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer and on the
Holders of the Senior Notes.
All percentages resulting
from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards).
The interest rate on
the Senior Notes will in no event be higher than the maximum rate permitted by law.
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
of proceedings in England or Scotland (but not elsewhere) for the winding up of the Company or the Guarantor, respectively.
By acceptance of the
Senior Notes of this Series, the Holder will be deemed to have waived any right of set-off or counterclaim with respect to such
Senior Notes that they might otherwise have against the Company or the Guarantor, whether before or during a winding-up of the
Company or the Guarantor.
Amounts to be paid
on the Senior Notes of this Series or under the guarantee will be made without deduction or withholding for, or on account of,
any and all present and future income, stamp and other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld
or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power
to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing
Jurisdiction requires the Company or the Guarantor, as the case may be, to make such deduction or withholding, the Company, or
the Guarantor, as the case may be, will pay additional amounts with respect to the principal of, and interest and any other payments
on, the Senior Notes of this series (“Additional Amounts”) that are necessary in order that the net amounts paid to
the Holders, after the deduction or withholding, shall equal the amounts which would have been payable on the Senior Notes if the
deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge
or fee, which would not have been deducted or withheld but for the fact that:
(i) the Holder or the
Beneficial Owner of the Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent
establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction
other than the holding or ownership of a Senior Note, or the collection of any payment of (or in respect of) principal of, or interest
or other payments on, any Senior Note or under the guarantee,
(ii) except in the
case of winding-up in the United Kingdom, the relevant Senior Note is presented (where presentation is required) for payment in
the United Kingdom,
(iii) the relevant
Senior Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or was
provided for, whichever is later, except to the extent that the Holder would have been entitled to the
Additional Amounts on
presenting the same for payment at the close of that 30 day period,
(iv) the Holder or
the Beneficial Owner of the relevant Senior Note or the Beneficial Owner of any payment of (or in respect of) principal of, or
interest or other payments on, the Senior Note failed to comply with a request of the Company or its liquidator or guarantor or
other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of
the Holder or such Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in
the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction
as a precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,
(v) the withholding
or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any
directive amending, supplementing or replacing such directive, or any law implementing or complying with, or introduced in order
to conform to, such directive or directives,
(vi) the Senior Note
is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding
or deduction by presenting the Senior Note to another paying agent,
(vii) the deduction
or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474
of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement
between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other
official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or
(viii) any combination
of clauses (i) through (vii) above,
nor shall Additional Amounts be paid with
respect to the principal of, or any interest or other payments on, the Senior Note or under the Guarantee to any Holder who is
a fiduciary or partnership or any person other than the sole Beneficial Owner of such payment to the extent such payment would
be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or
settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to
such Additional Amounts, had it been the Holder.
References herein to
the payment of the principal of or interest or other payments on any Senior Note shall be deemed to include mention of the payment
of Additional Amounts provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were
or would be payable under the foregoing provisions.
The Senior Notes of
this series are redeemable, as a whole but not in part, at the option of the Company or the Guarantor, on not less than 30 nor
more than 60 days’
notice, on any Floating
Rate Interest Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest,
in respect of the Senior Notes to the date fixed for redemption, if, at any time, the Company or, if applicable, the Guarantor
shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing Jurisdiction (including any
treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation of such laws or regulations
(including a decision of any court or tribunal) which change or amendment becomes effective on or after January [●], 2016:
(a) in making payment
under the Senior Notes the Company (or, if applicable, the Guarantor) has or will or would on the next Floating Rate Interest Payment
Date become obligated to pay Additional Amounts;
(b) the payment of
interest on the next Floating Rate Interest 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 Floating
Rate Interest Payment Date the Company (or, if applicable, the Guarantor) would not be entitled to claim a deduction in respect
of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to the Company
would be materially reduced).
In any case where the
Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application or interpretation
of any laws or regulations it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable, the Guarantor)
shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company or, if applicable, the Guarantor) in a form satisfactory
to the Trustee confirming that the relevant change in the official application or interpretation of such laws or regulations has
occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption.
If the Company (or,
if applicable, the Guarantor) elects to redeem the Senior Notes of this series, the Senior Notes will cease to accrue interest
from the date of redemption, provided the redemption price has been paid in accordance with the Indenture.
Upon payment of (i)
the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s
(or, if applicable, the Guarantor’s) obligations in respect of the payment of the principal of (and premium, if any), and
accrued and unpaid interest on, the Senior Notes of this series shall terminate.
Notwithstanding any
other agreements, arrangements, or understandings between us and any Holder or Beneficial Owner of this Senior Note, by purchasing
or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note
acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may
result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities
or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Senior Notes,
or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial
Owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Senior
Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the
relevant U.K. resolution authority.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner of the Securities:
(i) acknowledges
and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the Senior Notes
shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c)
(Duties of the Trustee in Case of Default) of the Trust Indenture Act;
(ii) to
the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit
against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains
from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Senior Notes; and
(iii) acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee shall not
be required to take any further directions from Holders of the Senior Notes under Section 5.12 of the Senior Indenture, and (b)
neither the Senior Indenture nor the Seventh Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect
to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following
the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, the Senior Notes remain outstanding
(for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of the Senior Notes),
then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes following such completion
to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Seventh
Supplemental Indenture.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be deemed to acknowledge
and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial
Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including, without limitation, with respect
to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes related to the U.K. bail-in power.
By purchasing or acquiring
the Senior Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power
as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power
with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary
through which it holds such Senior Notes to take any and all necessary action, if required, to implement the exercise of any U.K.
bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction on the part of such
Holder or Beneficial Owner.
No repayment of the
principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the exercise
of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively,
is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations
of the United Kingdom and the European Union applicable to the Company and the Group.
Upon the exercise of
the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, the Company shall provide a
written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders
of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.
The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the Guarantor and the rights of the Holders of the Senior Notes of each series to be affected thereby by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Senior Notes at the time outstanding
of each such series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount
of the outstanding Senior Notes of each series, on behalf of the Holders of all Senior Notes of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Senior Note.
No reference herein
to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and
unconditional, to pay,
if and when due and payable, the principal of (and premium, if any) and interest on, this Senior Note at the times, place and rate,
and in the coin or currency, herein prescribed.
As set forth in, and
subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right to institute any proceeding
with respect to the Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same
shall have become due and payable in accordance with the terms hereof and the Indenture.
No reference herein
to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the right of the Holder of this
Senior Note, which is absolute and unconditional, to receive payment of the principal of (and 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.
Exhibit 5.1
Lloyds Banking Group plc
25 Gresham Street
London
EC2V 7HN
|
CMS Cameron McKenna LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
DX 553001 EDINBURGH
LP 2 EDINBURGH
6
T +44 131 228 8000
F +44 131 228 8888
www.cms-cmck.com
|
22 January 2016
Your ref
Our ref - DOCS/EDN/LLO015.00032
Dear Sirs
We have
acted as solicitors in Scotland for Lloyds Banking Group plc (the Company) in connection with the offering by Lloyds Bank
plc (the Issuer) of U.S.$750,000,000 2.050% Senior Notes due 2019 and U.S.$450,000,000 Floating Rate Notes due 2019 (together,
the Notes) in an underwritten public offering pursuant to an underwriting agreement and pricing agreement dated as of 19
January 2016. The Notes are guaranteed by the Company (the Guarantee). The Notes are to be issued pursuant to a senior
debt securities indenture dated as of 21 January 2011 between the Issuer, the Company and The Bank of New York Mellon, acting
through its London branch, as trustee (the Original Indenture), as supplemented by a seventh supplemental senior debt securities
indenture dated as of 22 January 2016 (together with the Original Indenture, the Indenture).
We, as your
solicitors, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion.
On the basis
of the foregoing, we advise you that, in our opinion, the Guarantee has been duly authorized in accordance with the Indenture,
and, when the Notes have been (a) executed and authenticated, and the Guarantee executed and endorsed thereon, in accordance with
the provisions of the Indenture, and (b) delivered and duly paid for by the purchasers thereof, the Guarantee will constitute
valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally (including the
CMS Cameron
McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body
corporate which uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing
and qualifications. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number
423370. A list of members and their professional qualifications is open to inspection at the registered office, Cannon Place,
78 Cannon Street, London EC4N 6AF. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899
925. Further information about the firm can be found at www.cms-cmck.com
CMS Cameron
McKenna LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation
of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms
in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such
entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and
not those of each other. The brand name “CMS” and the term “firm” are used to refer to some or all of
the member firms or their offices. Further information can be found at www.cmslegal.com
Notice: the
firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior
written agreement.
Banking
Act 2009 and any secondary legislation, instruments or orders made, or which may be made, under it) and equitable principles of
general applicability.
The foregoing
opinion is limited to the laws of Scotland. We have made no investigation of the laws of any jurisdiction other than Scotland
and neither express nor imply any opinion as to any other laws and in particular the laws of the State of New York and the laws
of the United States of America and our opinion is subject to such laws including the matters stated in the opinion of Davis Polk
& Wardwell London LLP. The laws of the State of New York are the chosen governing law of the Guarantee, and we have assumed
that the Guarantee constitutes valid, binding and enforceable obligations of the Company, enforceable against the Company in accordance
with its terms, under such laws.
We hereby
consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof. In
giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US
Securities Act of 1933, as amended.
This opinion
is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written consent.
Yours faithfully,
_/s/
Donald Cumming
For and
on behalf of CMS Cameron McKenna LLP
Exhibit 5.2
|
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222
DX Box Number 10 CDE
|
22 January 2016
Dear Sirs
Lloyds Bank plc (the “Issuer”)
U.S.$750,000,000 2.050% Senior Notes due 2019 and U.S.$450,000,000 Floating Rate Notes due 2019 (together, the “Notes”)
fully and unconditionally guaranteed by Lloyds Banking Group plc (the “Guarantor”) issued pursuant to the shelf registration
statement filed with the U.S. Securities and Exchange Commission (“SEC”) on 7 June 2013 (the “Programme”),
as supplemented by a prospectus supplement filed with the SEC in connection with the Programme on 19 January 2016
| 1 | We have acted as English legal advisers to the
Issuer in connection with the issue of the Notes and have taken instructions solely from the Issuer. |
| 2 | This opinion is limited to English law as applied
by the English courts and in effect on the date of this opinion. It is given on the basis that it will be governed by and construed
in accordance with English law. In particular, we express no opinion herein with regard to any system of law (including, for the
avoidance of doubt, Scots law, the federal laws of the United States of America and the laws of the State of New York) other than
the laws of England as currently applied by the English courts. |
| 3 | For the purpose of this opinion we have examined
the documents listed and, where appropriate, defined in the Schedule to this opinion. |
| 4.1 | (except in the case of the Issuer) all relevant documents are within the capacity and powers of,
and have been validly authorised by, each party; |
| 4.2 | (in the case of each party) all relevant documents have been or (in the case of the Notes) will
be validly executed and delivered by the relevant party; and |
| 4.3 | the Notes are valid and binding under New York law and that words and phrases used in the Notes
have the same meaning and effect as they would if the Notes were governed by English law. |
This
communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters
LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm regulated
by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters
LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications.
A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners
and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com
and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please
refer to www.linklaters.com/regulation for important information on our regulatory position.
| 5 | References in this opinion to the “Notes”
include the global certificates representing the Notes upon issue unless the context indicates otherwise. |
| 6 | Based on the documents referred to, and assumptions
made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 8 below and to any matters not disclosed to us,
we are of the following opinion: |
| 6.1 | The Issuer has taken all necessary corporate action to authorise its execution, delivery and performance
of the Notes and the Seventh Supplemental Indenture and provided that each Note and the Seventh Supplemental Indenture is executed
and delivered as provided in the minutes, sealing memos and power of attorney referred to in the Schedule hereto and the Articles
of Association of the Issuer, the Issuer will have duly authorised, executed and delivered the Notes and the Seventh Supplemental
Indenture. |
| 6.2 | In so far as English law is concerned, the obligations assumed by the Issuer under the Notes are
valid and binding obligations of the Issuer. |
| 7 | The term “binding”
as used above means that the obligations assumed by the Issuer under the Notes are of a type which the English courts enforce.
It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| 7.1 | Enforcement may be limited by (a) bankruptcy, insolvency and liquidation laws, (b) laws relating
to reorganisation and (c) laws of general application relating to or affecting the rights of creditors. |
| 7.2 | Enforcement may be limited by general principles of equity - for example, equitable remedies may
not be available where damages are considered to be an adequate remedy. |
| 7.3 | Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or
counterclaim. |
| 8 | This opinion is subject to the following: |
| 8.1 | An English court may, or may be required to, stay proceedings or decline jurisdiction in certain
circumstances - for example, if proceedings are brought elsewhere. |
| 8.2 | Effect may be given to the overriding mandatory provisions of the law of the country where the
obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract
unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| 8.3 | This opinion is subject to the provisions of the Banking Act 2009 and any secondary legislation,
instruments and orders made, or which may be made, under it. |
| 9 | This opinion is given on the basis that there
will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the
Schedule to this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of
this opinion of any change in English law after the date of this opinion. |
| 10 | This opinion is addressed to you solely for
your benefit in connection with the issue of the Notes, save as provided below. It is not to be transmitted to anyone else nor
is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone
without our express consent. |
| 11 | We hereby consent to the filing of this opinion
as an exhibit to a report on Form 6-K to be submitted by the Guarantor on the date hereof. In giving this consent we do not admit
that we are |
within the category of persons whose consent is required within section 7 of the United States Securities Act of 1933
or the rules and regulations of the SEC thereunder.
Yours faithfully
/s/ Linklaters LLP
Linklaters LLP
SCHEDULE
| 1 | A certified copy of the Articles of Association of the Issuer. |
| 2 | Extracts of the minutes of meetings of the Board of Directors of the Issuer held on 17 December
2010 (adding the Issuer to the Programme) and 29 November 2012. |
| 3 | Sealing memos dated 4 January 2011 and 16 January 2012 containing the powers of attorney for the
Issuer in respect of the Programme. |
| 4 | Power of attorney for the Issuer in respect of the Programme dated 18 December 2012. |
| 5 | Senior Indenture dated 21 January 2011 between the Issuer, the Guarantor and The Bank of New York
Mellon (the “Trustee”) constituting the Notes. |
| 6 | Seventh Supplemental Indenture dated 22 January 2016 between the Issuer, the Guarantor and the
Trustee (the “Seventh Supplemental Indenture”). |
Exhibit 5.3
|
New York
Menlo Park
Washington DC
São Paulo
London |
Paris
Madrid
Tokyo
Beijing
Hong Kong |
|
|
|
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London EC2V 7HR
|
020 7418 1300 tel
020 7418 1400 fax
|
|
|
Lloyds Bank plc
Lloyds Banking Group plc
25 Gresham Street
London EC2V 7AE
United Kingdom
Ladies and Gentlemen:
We have acted as special United States counsel for Lloyds Bank
plc, a public limited company organized under the laws of England and Wales (the “Company”), and Lloyds Banking
Group plc, a public limited company organized under the laws of Scotland (the “Guarantor”), in connection with
the Company’s offering of $750,000,000 aggregate principal amount of its 2.050% Senior Notes due 2019 (the “Fixed
Rate Senior Notes”) and $450,000,000 aggregate principal amount of its Floating Rate Notes due 2019 (the “Floating
Rate Notes” and, together with the Fixed Rate Senior Notes, the “Senior Notes”), each guaranteed by
the Guarantor (the “Guarantees” and, together with the Senior Notes, the “Securities”) in
an underwritten public offering pursuant to (i) the Underwriting Agreement dated January 19, 2016 (the “Base Underwriting
Agreement”) and (ii) the Pricing Agreement dated as of January 19, 2016 (the “Pricing Agreement” and,
together with the Base Underwriting Agreement, the “Underwriting Agreement”). The Securities are to be issued
pursuant to the provisions of the senior debt securities indenture dated as of January 21, 2011 (the “Senior Indenture”)
among the Company, the Guarantor and The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”),
as supplemented by the Seventh Supplemental Indenture dated as of the date hereof among the Company, the Guarantor and the Trustee
(the “Seventh Supplemental Indenture” and, together with the Senior Indenture, the “Indenture”).
We, as your counsel, have examined the originals or copies certified
or otherwise identified to our satisfaction of such corporate records of the Company and the Guarantor and such other documents
and certificates as we have deemed necessary as a basis for the opinion hereinafter expressed.
Based upon and subject to the
foregoing, we are of the opinion that:
Davis Polk & Wardwell
London LLP is a limited liability partnership formed under the laws of the State of New York, USA, and is authorised and regulated
by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.
Lloyds Banking Group plc |
|
|
Lloyds Bank plc |
January 22,2016 |
pg. 2 |
| 1) | Assuming that the Senior Indenture and the Seventh Supplemental Indenture have been duly authorized, executed and delivered
by the Company insofar as English law is concerned and the Guarantor insofar as Scots law is concerned, the Senior Indenture and
the Seventh Supplemental Indenture have been duly executed and delivered by the Company and the Guarantor, and assuming that the
Senior Indenture and the Seventh Supplemental Indenture have been duly authorized, executed and delivered by the Trustee and that
each of the Trustee, the Company and the Guarantor has full power, authority and legal right to enter into and perform its obligations
thereunder, the Senior Indenture and the Seventh Supplemental Indenture constitute valid and binding agreements of the Company
and the Guarantor, enforceable against the Company and the Guarantor in accordance with their terms, provided that we express no
opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion
of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest; and |
| 2) | Assuming that the Securities have been duly authorized, executed and delivered by the Company insofar as
English law is concerned and the Guarantor insofar as Scots law is concerned, the Securities, when authenticated in accordance
with the terms of the Indenture and delivered and paid for in accordance with the terms of the Underwriting Agreement, will be
valid and binding obligations of the Company and the Guarantor entitled to the benefits of the Indenture, enforceable against the
Company and the Guarantor in accordance with their terms, provided that we express no opinion as to the validity, legally binding
effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration
of the Securities to the extent determined to constitute unearned interest. |
Our opinions are subject to (i) the effects of applicable bankruptcy,
insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability and (ii) possible judicial actions giving effect to governmental actions or foreign laws affecting
creditors’ rights.
We are members of the Bar of the
State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and
the federal laws of the United States. Insofar as the foregoing opinion involves matters governed by Scots law, we have relied,
without independent investigation, on the opinion of CMS Cameron McKenna LLP, special legal
counsel in Scotland for the Company and the Guarantor, dated as of January 22, 2016, to be filed on Form 6-K concurrently with
this opinion. Insofar as the foregoing opinion involves matters governed by English law, we have relied, without independent investigation,
on the opinion of Linklaters LLP, special legal counsel in England for the Company and the Guarantor, dated as of January 22, 2016,
to be filed on Form 6-K concurrently with this opinion.
We hereby consent to the filing of this opinion as an exhibit
to a report on Form 6-K to be filed by the Guarantor on the date hereof. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.
Davis Polk & Wardwell London LLP
Lloyds Banking Group plc |
|
|
Lloyds Bank plc |
January 22,2016 |
pg. 3 |
This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied
upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.
Very truly yours,
/s/ Davis Polk & Wardwell London LLP
Davis Polk & Wardwell London LLP
|
|
Davis Polk & Wardwell London LLP
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