Form F-3ASR Santander UK plc

 

Exhibit 1

 

FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS

 

[   ]

 

To the Representatives of the
several Underwriters named in
the respective Agreements
hereinafter described

 

Ladies and Gentlemen:

 

As set forth below in this letter agreement (the “Agreement”), from time to time, Santander UK plc (the “Issuer”) 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, the Issuer proposes to issue and sell to the 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) certain debt securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Debt Securities”).

 

The terms and rights of any particular issuance of Debt Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture dated as of September 29, 2016, between the Issuer and Citibank, N.A., as trustee (the “Trustee”) (as successor to Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to an Agreement of Resignation, Appointment and Acceptance dated as of April 19, 2021, among the Issuer, the Trustee and Wells Fargo) (such indenture, as heretofore amended and supplemented and as the same may be further amended and supplemented from time to time, is referred to herein as the “Indenture”) and the terms of the Debt Securities will be established by or pursuant to Board Resolutions (as defined in the Indenture) of the Issuer and, subject to the Indenture, set forth, or determined in the manner provided in, an Officer’s Certificate (as defined in the Indenture), or established in one or more indentures supplemental to the Indenture and will be set forth in the Prospectus referred to in Section 2(a).  Debt Securities will initially be represented by a global security or global securities.

 

SECTION 1.  PRICING AGREEMENTS.

 

(a)  Particular sales of Debt Securities may be made from time to time by the Issuer to the Underwriters of such Debt Securities for whom the firms designated as representatives of the Underwriters of such Debt 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 Underwriters who act without any firm being designated as their representative.  This Agreement shall not be construed as an obligation of the Issuer to sell any of the Debt Securities to any of the Underwriters or as an obligation of any of the Underwriters to purchase any of the Debt Securities, it being understood that the obligation of the Issuer to issue and sell any of the Debt Securities and the obligation of any of the Underwriters to purchase any of the Debt Securities shall be evidenced by the Pricing Agreement with respect to the Debt Securities specified therein.  Each Pricing Agreement shall specify the aggregate principal amount of such Debt Securities, the initial public offering price of such Debt Securities, the purchase price to the Underwriters of such Debt Securities, the names of the Underwriters of such Debt Securities, the names of the Representatives of such Underwriters, the principal amount of such Debt Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Debt Securities and payment therefor.  The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Debt Securities.  A Pricing Agreement shall be executed in writing (which may be in counterparts), and may be evidenced by an exchange of electronic communications.  The date of execution of the applicable Pricing Agreement is herein referred to as the “Execution Date.”  The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

 

 

(b)  In all dealings hereunder, the Representatives of the Underwriters of the applicable Debt 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.

 

SECTION 2.  REPRESENTATIONS AND WARRANTIES.

 

The Issuer represents and warrants to, and agrees with, each Underwriter as follows:

 

(a)       The Issuer meets the requirements for the use of Form F-3 under the U.S. Securities Act of 1933, as amended and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Act”), and has filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) on Form F-3 (File No. 333-                      ) including a related base prospectus, for registration under the Act of the offering and sale from time to time of certain debt securities, including the Debt Securities, not earlier than three years prior to the date of the applicable Prospectus Supplement (as defined herein).  Such registration statement, including any amendments thereto filed prior to the Applicable Time (as defined herein), became effective upon filing with the Commission.  The various parts of such registration statement, including all exhibits thereto, the financial statements incorporated by reference therein and any prospectus supplement relating to the Debt Securities that is filed with the Commission pursuant to Rule 424(b), but excluding the Statement of Eligibility and Qualification (Form T-1), each as amended on each Effective Date (as defined herein), shall hereinafter collectively be called the “Registration Statement” and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, “Registration Statement” shall also mean such registration statement as so amended; and such prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of the applicable Pricing Agreement (the “Base Prospectus”), as proposed to be supplemented by a prospectus supplement relating to the applicable series of Debt Securities (the “Prospectus Supplement”) to be filed pursuant to Rule 424 under the Act, is hereinafter referred to as the “Prospectus.”  Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents which were filed under the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the date and time of the applicable Pricing Agreement, and incorporated by reference in the Registration Statement and the Prospectus, excluding any documents or portions of such documents which are deemed under the rules and regulations of the Commission under the Act not to be incorporated by reference, and, in the case of the Registration Statement, including any prospectus supplement filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of the Registration Statement; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act deemed to be incorporated therein by reference after the date of the applicable Pricing Agreement. For the purposes of this Agreement, “Effective Date” with respect to the Registration Statement means each date and time as of which any part of the Registration Statement filed prior to the execution and delivery of the applicable Pricing Agreement became or becomes effective upon filing pursuant to Rule 430B(f)(2) or Rule 462(c) under the Act.  “Pricing Prospectus” means the Base Prospectus, as amended and supplemented immediately prior to the applicable time specified in the applicable Pricing Agreement (the “Applicable Time”), including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof, provided that, for purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be part of the Registration Statement pursuant to Rule 430B under the Act shall be considered to be included in the Pricing Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act.  The Registration Statement, at each Effective Date, meets the requirements set forth in Rule 415(a)(1)(x).

 

(b)        No stop order suspending the effectiveness of the Registration Statement (as amended or supplemented) has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Issuer, threatened, and no order preventing or suspending the use of the Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Debt Securities (an “Issuer Free Writing Prospectus”) has been issued by the Commission.

 

 

(c)        At the Effective Date immediately prior to the Applicable Time and on the Closing Date, the documents incorporated by reference in the Prospectus conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; on each Effective Date, any further documents so filed or furnished and incorporated by reference in the Prospectus as supplemented will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement thereto) will not include an 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, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer by an Underwriter through the Representatives expressly for use in the Prospectus.

 

(d)        On each Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplement thereto) will, conform in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder; on each Effective Date, the Registration Statement did not contain an 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 being made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Issuer by the Underwriters through the Representatives expressly for use therein.

 

(e)        At the Applicable Time, the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 4(a) hereto (if any) (collectively the “Disclosure Package”) did not contain an 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, in the light of the circumstances under which they were made, not misleading; at the Applicable Time, each Issuer Free Writing Prospectus listed in Schedule III to the applicable Pricing Agreement (if any), as supplemented by and taken together with the Disclosure Package, did not contain an 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, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is being made as to information contained in or omitted from the Registration Statement, any Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Underwriters through the Representatives expressly for use therein.

 

(f)       (i) At the time of filing the Registration Statement; (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus); (iii) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Debt Securities in reliance on the exemption in Rule 163; and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)) the Issuer was or is (as the case may be) a “well-known seasoned issuer” (as defined in Rule 405).  The Issuer agrees to pay the fees required by the Commission relating to the Debt Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

 

(g)       (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Debt Securities; and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), the Issuer was not or is not an “ineligible issuer” (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Issuer be considered an ineligible issuer.

 

 

(h)        Each Issuer Free Writing Prospectus listed in Schedule III to the applicable Pricing Agreement (if any) does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.  The preceding sentence does not apply to any statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Issuer by an Underwriter of the applicable Debt Securities through the Representatives expressly for use therein.

 

(i)        The Issuer is a public limited company duly incorporated and validly existing under the laws of England and Wales and has the power and authority to conduct its business as presently conducted.

 

(j)        The Issuer has the corporate power and authority necessary to execute and deliver this Agreement and the Pricing Agreement with respect to the applicable Debt Securities and perform its obligations hereunder, and this Agreement and the Pricing Agreement with respect to the applicable Debt Securities has been duly authorized, executed and delivered by the Issuer and constitutes a valid and legally binding agreement of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and, as to enforceability, to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

 

(k)       The Indenture has been duly authorized by the Issuer, is duly qualified under the Trust Indenture Act, has been duly executed and delivered by the Issuer and, assuming due authorization, execution and delivery thereof by the Trustee, will, as of the Closing Date, constitute a valid and legally binding agreement of the Issuer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and, as to enforceability, to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

 

(l)        The Issuer has the corporate power and authority necessary to execute and deliver the Debt Securities and perform its obligations thereunder and the Debt Securities have been duly authorized and, when executed and authenticated as provided in the Indenture and issued and delivered against payment therefor as provided in this Agreement and the Pricing Agreement in relation to the Debt Securities, will constitute valid and binding obligations of the Issuer, entitled to the benefits of the Indenture, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and, as to enforceability, to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).  At the Closing Date, the Debt Securities, when duly executed, authenticated and delivered, constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer.

 

(m)      The execution, delivery and performance of this Agreement, the Pricing Agreement with respect to the Debt Securities and the Indenture, the issuance, authentication, sale and delivery of the Debt Securities and the compliance by the Issuer with the respective terms thereof, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach under any agreement or instrument to which the Issuer is a party or by which the Issuer is bound, (ii) result in any violation of the provisions of the Articles of Association of the Issuer or (iii) result in any violation of any applicable law, statute or any order, decree, filing, rule or regulation of any United States or English court or governmental agency or regulatory body having jurisdiction over the Issuer, except, in the case of (i) and (iii) above, for any conflict, breach or violation which 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 Issuer and its subsidiaries considered as one enterprise.

 

(n)       No consent, approval, authorization or order of, or filing or registration or qualification with, or notification to, any U.S. or English court or other governmental agency or body having jurisdiction over the Issuer or any of its properties or assets is or will be, as the case may be, required for the execution, delivery and performance of this Agreement, the Pricing Agreement in relation to the Debt Securities and the Indenture and the consummation of the transactions contemplated hereby and thereby by the Issuer, including the issuance, authentication, sale and delivery of the Debt Securities and in each such case compliance with the respective terms thereof, except for (i) the registration of the Debt Securities under the Act, (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act, the Trust Indenture Act, applicable United States state securities, Blue Sky or similar laws in connection with the purchase and distribution of the Debt Securities by the Underwriters and (iii) such consents, approvals, authorizations, orders, filings, registrations, qualifications or notifications as shall have been obtained or made, as the case may be, prior to, and which will be in full force and effect on and as of, the Execution Date or if not so obtained or made or in full force and effect, as the case may be, would not (x) affect the validity, binding effect or enforceability of the Debt Securities, the Indenture, this Agreement, the Pricing Agreement in relation to the Debt Securities or (y) (individually or in the aggregate) materially and adversely affect the condition (financial or otherwise) of the Issuer or materially and adversely affect the results of operations, business or properties of the Issuer and its subsidiaries, taken as a whole, or impair the Issuer’s ability to perform its obligations under the Debt Securities, the Indenture, this Agreement and the Pricing Agreement in relation to the applicable Debt Securities.

 

 

(o)      The Issuer is not, nor will it be as a result of the sale of any of the Debt Securities and the application of proceeds received therefrom, an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

 

(p)      The operations of the Issuer and its subsidiaries are and have been conducted at all times and in all material respects in compliance with applicable financial record keeping and reporting requirements and the money laundering statutes and rules and regulations and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government 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 Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best of the Issuer’s knowledge, threatened.

 

(q)      Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or controlled affiliate of the Issuer or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Asset Control of the U.S. Department of the Treasury (“OFAC”) or any equivalent sanctions administered by the United Nations Security Council, the European Union or HM Treasury; and the Issuer will not directly or indirectly use the proceeds from any offering of the Debt Securities hereunder, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, 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 currently subject to any U.S. sanctions administered by OFAC or any equivalent sanctions administered by the United Nations Security Council, the European Union or HM Treasury.

 

(r)       Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or controlled affiliate of the Issuer or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any similar law or regulation of any other jurisdiction, in each case to the extent applicable, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorisation of the payment of any money, or other property, gift, promise to give, or authorisation of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any similar law or regulation of any other jurisdiction, in each case to the extent applicable; and the Issuer, its subsidiaries and, to the knowledge of the Issuer, its controlled affiliates, have conducted their businesses in compliance with the FCPA or any similar law or regulation of any other jurisdiction, in each case to the extent applicable and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

 

(s)      The Debt Securities and the Indenture will conform in all material respects to the descriptions thereof contained in any Pricing Prospectus, as amended or supplemented at the Execution Date, and the Prospectus.

 

(t)       The most recently published audited consolidated financial statements and the most recently published unaudited interim condensed consolidated financial statements of the Issuer were in each case prepared in accordance with the requirements of law and the International Financial Reporting Standards (“IFRS”) as adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board (the “IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB (as amended, supplemented or re-issued from time to time) and they give a true and fair view of (a) the consolidated financial condition of the Issuer as at the date to which they were prepared (the “Relevant Date”) and (b) the consolidated results of operations of the Issuer for the financial period ended on the Relevant Date.

 

 

(u)      PricewaterhouseCoopers LLP, or such other external auditor duly appointed by the Issuer to be its principal external auditor as of the Execution Date (the “Independent Auditor”), which has audited the consolidated financial statements and/or reviewed the unaudited interim condensed consolidated financial statements of the Issuer and its subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus was, at the time of auditing or reviewing such financial statements, an independent public accountant as required by the Act and the rules and regulations thereunder.

 

SECTION 3.  CERTAIN AGREEMENTS GOVERNING THE OFFERING

 

(a)  Purchase and Sale.  Upon execution of the Pricing Agreement in relation to the applicable Debt Securities, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, at the purchase price set forth in Schedule II to such Pricing Agreement, the respective numbers of Debt Securities set forth opposite such Underwriter’s name in Schedule I to such Pricing Agreement.

 

(b)  Delivery and Payment.  Delivery of the payment for the Debt Securities shall be made by the Representatives, on behalf of the Underwriters, at the time and place set forth in the Pricing Agreement (such date and time of delivery and payment for the Debt Securities being herein called the “Closing Date”).  The relevant purchase price will be payable to an account designated by the Issuer (or such other manner of payment as may be agreed by the Issuer and the Representatives) in same-day funds on the Closing Date against delivery of the global receipt through the facilities of The Depository Trust Company, New York, New York.

 

SECTION 4.  COVENANTS OF THE ISSUER

 

The Issuer covenants and agrees:

 

(a)  Final Term Sheet.  To prepare a final term sheet, containing solely a description of final terms of the Debt Securities and the offering thereof in the form approved by the Representatives and attached as Schedule III to the Pricing Agreement and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

 

(b)  Delivery of Documents.  To furnish to the Representatives copies of the Registration Statement, and so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), to deliver promptly to the Underwriters, and in such number as they may reasonably request, each of the following documents:  (i) conformed copies of the Registration Statement (excluding exhibits other than the computation of the ratio of earnings to fixed charges or the ratio of earnings to combined fixed charges and preference share dividends, as applicable, the Indenture, this Agreement and such other exhibits that the Underwriters may request), (ii) the Prospectus and (iii) any document incorporated by reference in the Prospectus.

 

(c)  Revisions to Prospectus — Material Changes.  If, at any time prior to the filing of the Prospectus Supplement pursuant to Rule 424(b), any event occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, to (i) notify promptly the Representatives so that any use of the Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriters in such quantities as they may reasonably request.

 

(d)  Commission Filings.  For so long as the delivery of a prospectus is required under the Act in connection with the offering or sale of the applicable Debt Securities, to timely file or furnish all documents (and any amendments to previously filed documents) required to be filed with the Commission by the Issuer pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act, and during such same period to promptly give notice thereof to the Representatives.

 

 

(e)  Notice to Underwriter of Certain Events.  To advise the Underwriters immediately (i) when any post-effective amendment to the Registration Statement relating to or covering the Debt Securities becomes effective, (ii) of any request or proposed request by the Commission, whether written or oral, for an amendment or supplement to the Registration Statement or to any Prospectus, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any part thereof or any order directed to any Prospectus or any document incorporated therein by reference or the initiation or threat of any stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in any Prospectus, and (iv) of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Debt Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.

 

(f)  Stop Orders.  The Issuer will use its reasonable efforts to prevent the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain the lifting of that order at the earliest possible time.

 

(g)  Blue Sky Qualifications.  To endeavor, in cooperation with the Underwriters, to qualify the Debt Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Underwriters may designate, and to maintain such qualifications in effect for as long as may be required for the distribution of the Debt Securities; and to file such statements and reports as may be required by the laws of each jurisdiction in which the Debt Securities have been qualified as above, provided that in connection therewith the Issuer shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to take any other action that would subject it to service of process in suits in any jurisdiction other than those arising out of the offering or sale of the Debt Securities in such jurisdiction or to register as a dealer in securities or to become subject to taxation in any jurisdiction.

 

(h)  Clearance and Settlement.  To cooperate with the Underwriters and use its best efforts to permit the Debt Securities and any global receipts to be eligible for clearance and settlement through the facilities of DTC.

 

(i)  Use of Proceeds.  To apply the net proceeds from the sale of the Debt Securities as set forth in the Prospectus.

 

SECTION 5.  PAYMENT OF EXPENSES

 

The payment of costs and expenses incident to any particular issuance of Debt Securities shall be as specified in the Pricing Agreement relating thereto.

 

SECTION 6.  CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS

 

The obligations of the Underwriters to purchase the Debt Securities shall be subject to the accuracy of the representations and warranties on the part of the Issuer contained herein at the Applicable Time specified in the Pricing Agreement with respect to the applicable Debt Securities and the Closing Date with respect to the applicable Debt Securities, to the accuracy of the statements of the Issuer made in any certificates pursuant to the provisions hereof, to the performance by the Issuer of its obligations hereunder in all material respects and to the following additional conditions:

 

(a)  The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the Rules and Regulations; no stop order suspending the effectiveness of the Registration Statement or any part thereof, nor any order directed to any document incorporated by reference in the Prospectus shall have been issued and no stop order proceeding shall have been initiated or threatened by the Commission and no challenge by the Commission shall have been made to the accuracy or adequacy of any document incorporated by reference in the Prospectus; any request of the Commission, whether written or oral, for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with; and the Issuer shall not have filed with the Commission any amendment or supplement (other than a pricing supplement or a prospectus supplement relating to securities other than the Debt Securities) to the Registration Statement or the Prospectus (or any document incorporated by reference therein) without the consent of the Underwriters.

 

 

(b)  No order suspending the sale of the Debt Securities in any jurisdiction designated by the Underwriters pursuant to Section 4(g) hereof shall be in existence, and no proceeding for that purpose shall have been initiated or threatened and not subsequently withdrawn or resolved; provided that the inability to sell the Debt Securities in that jurisdiction makes it, in the judgment of the Underwriters, impracticable to market or sell the Debt Securities on the terms and in the manner contemplated herein.

 

(c)  No nationally recognized statistical rating organization shall have downgraded its rating of the Debt Securities or any other securities of the Issuer or informed the Issuer or made any public announcement that such organization has under surveillance or review its rating of the Debt Securities or any other securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) unless any one or more other nationally recognized statistical rating organizations had, prior to the date of the Pricing Agreement with respect to the applicable Debt Securities, informed the Issuer or made any public announcement that such organization had under surveillance or review its rating of the Debt Securities or any other securities of the Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) and had not reversed or acted upon such position or action, except in those instances when the Representatives reasonably determine in their sole discretion that the most recent announcement of any such rating organization does in fact have a material adverse effect upon the market for, or price of, the Debt Securities.

 

(d)  Slaughter and May, English solicitors to the Issuer, shall have furnished to the Representatives their written opinion, addressed to the Underwriters and dated the Closing Date with respect to the applicable Debt Securities, in form and substance reasonably satisfactory to the Representatives.

 

(e)  Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to the Issuer, shall have furnished to the Representatives their written opinion and letter addressed to the Underwriters and dated the Closing Date with respect to the applicable Debt Securities, in form and substance reasonably satisfactory to the Representatives.

 

(f)  U.S. counsel to the Underwriters, as named in the applicable Prospectus Supplement, shall have furnished to the Representatives their written opinion, addressed to the Underwriters and dated the Closing Date with respect to the applicable Debt Securities, in form and substance satisfactory to the Representatives.

 

(g)  The Issuer shall have furnished to the Representatives a certificate or certificates, dated the Closing Date with respect to the applicable Debt Securities of at least a principal financial officer of the Issuer stating that to the best knowledge of the officer signing such certificate or certificates after due investigation the representations and warranties of the Issuer in Section 2 are true and correct as of the Closing Date and the Issuer has complied in all material respects with all of the agreements under this Agreement and satisfied in all material respects all of the conditions on its part to be performed or satisfied under this Agreement on or prior to the Closing Date.

 

(h)  At the Closing Date, the Issuer shall have furnished to the Representatives a letter of the Independent Auditor, addressed jointly to the Issuer and the Underwriters and dated as of the Closing Date, in form and substance reasonably satisfactory to the Underwriters, concerning the financial information with respect to the Issuer and its consolidated subsidiaries set forth in the Registration Statement and the Prospectus.

 

(i)  There shall not have occurred since the respective dates as of which information is given in the Prospectus any adverse change in the condition (financial or otherwise) of the Issuer and its consolidated subsidiaries, taken as a whole, which, in any case, is material in the context of the issue and offering of the Debt Securities, other than as set forth in or contemplated by the Prospectus.

 

(j)  The Indenture shall have been duly executed and delivered by the Issuer and the Trustee on or prior to the Closing Date with respect to the applicable Debt Securities and shall be in full force and effect on such date and the Debt Securities shall have been duly executed and delivered by the Issuer and duly authenticated by the Trustee on the Closing Date.

 

(k)  Prior to the Closing Date with respect to the applicable Debt Securities, the Issuer shall have furnished to the Underwriters such further information, certificates and documents as the Representatives or counsel to the Underwriters may reasonably request.

 

 

(l)  If required pursuant to the Pricing Agreement, an application shall have been made for listing the Debt Securities on the stock exchange specified therein.

 

SECTION 7.  INDEMNIFICATION AND CONTRIBUTION

 

(a)  The Issuer agrees to indemnify and hold harmless each Underwriter (including, for the purposes of this Section 7, each of the Underwriter’s affiliates, directors, partners, officers, employees and agents) and each person, if any, who controls each Underwriter within the meaning of either the Act or the Exchange Act from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which such Underwriter or controlling person may become subject, under the Act, the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto) (including information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the rules and regulations of the Commission under the Act) or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(a) hereto (or any amendment or supplement thereto)  or arises out of, or is based upon, the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives expressly for use in connection with the preparation thereof and specifically for inclusion therein.  The Issuer further agrees to reimburse each Underwriter and each such controlling person for any legal and other expenses reasonably incurred by such Underwriter or controlling person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred.  The foregoing indemnity agreement is in addition to any liability which the Issuer may otherwise have to any Underwriter or any controlling person of any Underwriter.

 

(b)  Each Underwriter severally and not jointly shall indemnify and hold harmless the Issuer (including, for purposes of this Section 7, its directors and officers) and each person, if any, who controls the Issuer within the meaning of either the Act or the Exchange Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Issuer or any such controlling person may become subject, under the Act, the Exchange Act, or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(a) hereto, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus or any Free Writing Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer by such Underwriter expressly for inclusion therein and shall reimburse the Issuer or such controlling person for any legal and other expenses reasonably incurred by the Issuer or such controlling person in investigating or defending or preparing to defend against such loss, claim, damage, liability or action as such expenses are incurred.  The Issuer acknowledges that the information provided or specified in the Pricing Agreement with respect to the applicable Debt Securities constitutes the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement or the Prospectus.

 

 

(c)  Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) of this Section 7, notify the indemnifying party in writing of the claim or the commencement of the action; provided that the failure to notify the indemnifying party (i) shall not relieve it from any liability which it may have to an indemnified party otherwise than under subsection (a) and (b) of this Section 7 above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not in any event relieve the indemnifying party from any obligation to any indemnified party other than the indemnification obligation provided under subsection (a) and (b) of this Section 7.  The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including no more than one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall have authorized the indemnified party to employ separate counsel at the expense of the indemnifying party.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of such request and (ii) such indemnifying party shall not have either reimbursed the indemnified party in accordance with such request or objected to such request in writing prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of, any indemnified party.

 

(d)  If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuer on the one hand and the relevant Underwriter on the other from the offering of the Debt Securities or (ii) if the allocation provided by clause (i) above 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 contribute to such amount paid or payable by such indemnified party, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer on the one hand and such Underwriter on the other with respect to the statements or omissions or actions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.  The relative benefits received by the Issuer on the one hand and an Underwriter on the other with respect to the offering of Debt Securities shall be deemed to be in the same proportion as the net proceeds from such offering (before deducting expenses) received by the Issuer bear to the total compensation received by such Underwriter with respect to such offering.  The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Issuer and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein.  The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, 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 Section 7, none of the Underwriters shall be required to contribute any amount in excess of the amount, if any, by which the total compensation received by such Underwriter pursuant to this Agreement exceeds the amount of any damages that such Underwriter has otherwise paid or become liable to pay by reason of any 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 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For the purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, partner, officer, and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act and each director and officer of the Issuer shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph (d).  Any obligation of the Underwriters in this subsection (d) to contribute is several in proportion to their respective underwriting obligations with respect to the offering of the Debt Securities and not joint.

 

 

SECTION 8.  DEFAULT BY AN UNDERWRITER

 

If any Underwriter shall default in its obligation to purchase Debt Securities which it has agreed to purchase under the Pricing Agreement in relation to the applicable Debt Securities, the non-defaulting Underwriters may in their discretion arrange for one or more of such non-defaulting Underwriters to purchase, or another party or other parties reasonably satisfactory to the Issuer to purchase, such Debt Securities on the terms contained herein.  If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Debt Securities, then the Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Debt Securities on such terms.  In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Issuer that the non-defaulting Underwriters have so arranged for the purchase of such Debt Securities, or the Issuer notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Debt Securities, the non-defaulting Underwriters or the Issuer shall have the right to postpone the Closing Date in relation to the applicable Debt Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Debt Securities.  Any substitute purchaser of Debt Securities pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the applicable Debt Securities.

 

If, after giving effect to any arrangements for the purchase of Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters, as provided above, the principal amount of Debt Securities which remains unpurchased does not exceed 10% of the aggregate of the Debt Securities, then the Issuer shall have the right to require each non-defaulting Underwriter to purchase the Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Debt Securities which such Underwriter agreed to purchase hereunder) of the principal amount of the Debt Securities of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter by the non-defaulting Underwriters as provided above, the principal amount of the Debt Securities which remains unpurchased exceeds 10% of the principal amount of Debt Securities, or if the Issuer shall not exercise the right described above to require non-defaulting Underwriters to purchase the Debt Securities of a defaulting Underwriter, then this Agreement and the Pricing Agreement in relation to the applicable Debt Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

SECTION 9.  REPRESENTATIONS, WARRANTIES AND OBLIGATIONS TO SURVIVE DELIVERY

 

The respective indemnities, agreements, representations, warranties and other statements of the Issuer and the Underwriters contained in this Agreement, or made by or on behalf of them, respectively, pursuant to this Agreement and the Pricing Agreement in relation to the applicable Debt Securities, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any person controlling such Underwriter or by or on behalf of the Issuer or any person controlling the Issuer and shall survive the delivery of and payment for any of the Debt Securities.

 

 

SECTION 10.  TERMINATION

 

This Agreement and the Pricing Agreement in relation to the applicable Debt Securities shall be subject to termination in the absolute discretion of the Representatives by notice given to the Issuer prior to delivery of and payment for the Debt Securities, if prior to such time (and subsequent to the Execution Date) there has occurred any (A)(1) suspension of trading in any securities issued by the Issuer (other than in connection with a redemption of securities), or (2) suspension or material limitation of trading generally on or by, as the case may be, the New York Stock Exchange, the London Stock Exchange or the United States over-the-counter market or the establishment of minimum prices on any of such exchanges or such market in any of the foregoing cases by the Commission or such exchange or other regulatory or governmental body having jurisdiction, (B) declaration of a general moratorium on commercial banking activities in New York or England by either Federal or New York State or English authorities or material disruption in commercial banking or securities settlement or clearing services in the United States or the United Kingdom has occurred, (C) outbreak or escalation of hostilities involving the United States or the United Kingdom, declaration of a national emergency or war by the United States or the United Kingdom or any other substantial international calamity or crisis or (D) material adverse change in the existing financial, political or general economic conditions in the United States or the United Kingdom, including any effect of international conditions on such conditions in the United States or the United Kingdom, that, in the reasonable judgment of the Representatives (after consultation with the Issuer if practicable), is material and adverse and in the case of any of the events specified in clauses (C) or (D), such event singly or together with any other such event makes it, in the reasonable judgment of the Representatives, impracticable to market or sell the Debt Securities on the terms and in the manner contemplated herein.  In the event of any such termination, the provisions for the payment of expenses of Section 5, the indemnity agreement and contribution provisions set forth in Section 7 and the provisions of Sections 4(d), 9, 12, 13 and 15 hereof shall survive any termination or cancellation of this Agreement and the Pricing Agreement in relation to the applicable Debt Securities.

 

SECTION 11.  NOTICES

 

All communications hereunder will be in writing and shall be deemed to have been duly given if delivered (if by mail) or transmitted (if by fax or email) to the address of the Representatives as set forth in the Pricing Agreement with respect to the applicable Securities; or, if to the Issuer shall be sufficient in all respects and shall be deemed to have been duly given if delivered or transmitted (if by fax or email) to the address of the Issuer as set forth in the Pricing Agreement with respect to the applicable Debt Securities.

 

SECTION 12.  BINDING EFFECT; BENEFITS; STATUS OF THE PARTIES

 

This Agreement and each Pricing Agreement shall be binding upon each Underwriter, the Issuer and their respective successors.  This Agreement and the Pricing Agreement and the terms and provisions hereof and thereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Issuer contained in this Agreement shall also be deemed to be for the benefit of the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Act, and (b) the representations, warranties, indemnities and agreements of the Underwriters contained in this Agreement shall be deemed to be for the benefit of directors of the Issuer, officers of the Issuer who have signed the Registration Statement and any person controlling the Issuer.  Nothing in this Agreement or in the Pricing Agreement is intended or shall be construed to give any person, other than the person referred to in this Section, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision contained herein or therein.

 

The Issuer acknowledges that the purchase and sale of the Debt Securities pursuant to this Agreement is an arm’s length commercial transaction between the Issuer on the one hand and the Underwriters on the other.  The Underwriters are acting as principal and not as a fiduciary to, or an agent of, the Issuer.  Additionally, the Issuer agrees that it is responsible for making its own judgments in connection with the offering of the Debt Securities irrespective of whether any of the Underwriters has advised the Issuer on related matters.  No Underwriter is advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Issuer may consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transaction contemplated hereby and agree that they will not claim that the Underwriters owe an agency or fiduciary duty to the Issuer in connection with the transactions contemplated by this Agreement or the process leading thereto.

 

 

SECTION 13.  GOVERNING LAW; COUNTERPARTS

 

This Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

SECTION 14.  PARAGRAPH HEADINGS

 

The paragraph headings used in this Agreement are for convenience of reference only, and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

 

SECTION 15.  SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE; CURRENCY INDEMNITY.

 

(a)  The Issuer agrees that any legal suit, action or proceeding brought by any Underwriter or by each person, if any, who controls any Underwriter arising out of or based upon this Agreement or any Pricing Agreement may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, City of New York, New York, irrevocably waives any objection which it may now or hereafter have to laying of venue in any such suit, action or proceeding in any such court and irrevocably accepts and submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.  The Issuer hereby appoints C T Corporation System at 28 Liberty Street, New York, NY 10005, or, if otherwise, its principal place of business in the City of New York from time to time, as its authorized agent (the “Process Agent”) upon whom process may be served in any suit, action or proceeding based on this Agreement which may be instituted in any U.S. Federal or New York State court in the Borough of Manhattan, City of New York, New York, by any Underwriter or any such controlling person and expressly accepts the jurisdiction of any such court in respect of any such action.  The Issuer agrees to maintain such an agent at all times during which any of the terms of this Agreement may be surviving and to notify the Underwriters of any change in the identity of such agent.  The Process Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.  Service of process upon the Process Agent shall be deemed effective service of process upon the Issuer; provided that nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law.  Notwithstanding the foregoing, any action against the Issuer arising out of or based upon this Agreement may also be instituted by any Underwriter or any person controlling any Underwriter in any court in England and Wales, and the Issuer expressly accepts the jurisdiction of any such court in any such action.  The provisions of this Section are intended to be effective upon the execution of this Agreement without further action by the Issuer and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.

 

(b)  To the extent that the Issuer has or hereafter may acquire or have attributed to it any immunity (sovereign or otherwise) from suit, the jurisdiction of any court or from set-off or any legal process with respect to itself or its property, it hereby irrevocably and unconditionally agrees, to the fullest extent it may lawfully do so, not to plead, claim or assert by way of motion, as a defense, counterclaim or otherwise, and hereby waives, to the fullest extent it may lawfully do so, such immunity in respect of its obligations hereunder and with respect to any Debt Securities.

 

(c)  The Issuer hereby agrees to indemnify each Underwriter against loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder or under the Debt Securities and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Underwriter would have been able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Underwriter if such Underwriter had utilized such amount of Judgment Currency to purchase U.S. dollars as promptly as practicable upon such Underwriter’s receipt thereof.  The foregoing indemnity shall constitute a separate and independent obligation of the Issuer and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “rate of exchange” shall include an allowance for any customary or reasonable premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

 

 

SECTION 16.  CURRENCY

 

Each reference in the Prospectus and hereunder to U.S. dollars (the “relevant currency”) is of the essence, and all amounts due by the Issuer under this Agreement shall be payable in U.S. dollars.  To the fullest extent permitted by law, the obligation of the Issuer in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the business day immediately following the day on which such party receives such payment.  If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Issuer will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall.  Any obligation of the Issuer not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

 

SECTION 17.  ISSUER FREE WRITING PROSPECTUSES.

 

The Issuer covenants and agrees that, unless the Issuer has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Issuer that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus (as defined in Rule 405) required to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 4(a) hereto; provided that the prior written consent of the parties to the applicable Pricing Agreement shall be deemed to have been given in respect of the free writing prospectuses included in Schedule III to the Pricing Agreement in relation to the applicable Debt Securities and any electronic road show.  Any such free writing prospectus consented to by the Representatives or the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

 

SECTION 18.  SELLING RESTRICTIONS

 

(a)  Each Underwriter, severally and not jointly, represents and agrees that (i) it will only offer or sell the Debt Securities in compliance with the laws and regulations in any jurisdiction applicable to such offer or sale and (ii) it has not taken and will not take any action in any jurisdiction, other than the United States, that would permit a public offering of the Debt Securities, or possession or distribution of any Prospectus or any amendment or supplement thereto or any offering or publicity material relating to the Debt Securities, in any country or jurisdiction where action for that purpose is required.

 

(b)  Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Debt Securities to which this Agreement relates, to any retail investor in the European Economic Area. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); and (b) the expression “offer” includes 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 for the securities.

 

 

(c)  Each Underwriter, severally and not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of any Debt Securities in circumstances in which Section 21(1) of the FSMA would not apply to the Issuer if the Issuer was not an authorized person; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Debt Securities in, from or otherwise involving the United Kingdom.

 

(d)  Each Underwriter, severally and not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Debt Securities to which this Agreement relates, to any retail investor in the United Kingdom. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and (b) the expression “offer” includes 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 for the securities.

 

SECTION 19. BAIL-IN PROVISIONS

 

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer (the “UK Bail-in Party”) and each other party to this Agreement to whom the UK Bail-in Party owes any UK Bail-in Liability (each a “Relevant UK Bail-in Counterparty”), each Relevant UK Bail-in Counterparty acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

 

(a)

the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK Bail-in Party to any Relevant UK Bail-in Counterparty 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 UK Bail-in Liability or outstanding amounts due thereon;

 

(ii)

the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Bail-in Party or another person, and the issue to or conferral on the (or each) Relevant UK Bail-in Counterparty of such shares, securities or obligations;

 

(iii)

the cancellation of the UK Bail-in 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 UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

 

In this Section 19:

 

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation 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).

 

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.

 

“UK Bail-in Powers” means the powers under the UK 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.

 

Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement or any Pricing Agreement (any such party to this Agreement or any Pricing Agreement being an “Affected Party”), each other party to this Agreement or any Pricing Agreement agrees that it shall only be entitled to exercise any termination right under this Agreement and/or any Pricing Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement and/or the relevant Pricing Agreement were governed by the laws of any part of the United Kingdom.

 

For the purpose of this Clause, “resolution measure” means a 'crisis prevention measure', 'crisis management measure' or 'recognised third-country resolution action', each with the meaning given in the “Stay in Resolution” Part of the PRA Rulebook for CRR Firms (cross-referring to section 48Z(1) of the UK Banking Act 2009), as the same may be amended, modified, re-enacted or replaced from time to time (the “PRA Contractual Stay Rules”), provided, however, that 'crisis prevention measure' shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules ; “group”, “Special Resolution Regime” and “termination right” have the respective meanings given in the PRA Contractual Stay Rules and “BRRD undertaking” shall have the meaning given in the PRA Rulebook Glossary.

 

SECTION 20. RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES

 

(a)

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 

(b)

In the event that any Underwriter that is a Covered Entity or a Covered Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

 

In this Section 20:

 

“C.F.R.” means the Code of Federal Regulations of the United States of America.

 

“Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

“Covered Entity” means any of the following:

 

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with 12 C.F.R. § 252.82(b);

 

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“U.S.C.” means the Code of Laws of the United States of America.

 

“U.S. Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

 

	Very truly yours,
	SANTANDER UK PLC
	By:
	Name:
	Title:

 

 

[Signature Page — Underwriting Agreement Standard Provisions]

 

 

ANNEX I

FORM OF PRICING AGREEMENT

 

[Names of Representative(s)],
As Representatives of the several
Underwriters named in Schedule I hereto
c/o [Address of Representative(s)]

 

[Date]

 

Ladies and Gentlemen:

 

Santander UK plc (the “Issuer”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated [Date] (the “Underwriting Agreement”), to issue and sell to the firms named in Schedule I hereto (the “Underwriters”) the securities specified in Schedule II hereto (the “Debt Securities”).

 

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 Pricing 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 Applicable Time and the Closing Date with respect to the Debt Securities.  Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to the Representatives.  Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.  The Representatives designated to act on behalf of each of the Underwriters of the Debt Securities pursuant to Section 1(b) of the Underwriting Agreement and the address of the Representatives referred to in such Section 1(b) are set forth in Schedule II hereto.  The documents required to be delivered by Section 6 of the Underwriting Agreement shall be delivered at the address set forth in Schedule II hereto, save for the letter furnished by the Independent Auditor for use in connection with the offering of Debt Securities outside of the United States of America delivered pursuant to Section 6(h) of the Underwriting Agreement, which will be addressed to the Representatives’ affiliates at the addresses set forth in Schedule IV hereto, in each case on or prior to the Closing Date.

 

The Issuer agrees to have the global securities available for inspection and checking by the Representatives in New York, New York, not later than 11:00 AM New York City time on the New York business day prior to the Closing Date.

 

An amendment to the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus (included in Schedule III hereto), as the case may be, relating to the Debt Securities, in the form heretofore delivered to the Representatives is or will be filed with the Commission to the extent required by the rules and regulations thereof.

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Debt Securities set forth opposite the name of such Underwriter in Schedule I hereto.  

 

This Pricing Agreement may be executed manually or by electronic signature (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) in one or more counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument. Delivery of an executed Pricing Agreement by one party to the other may be made by electronic mail or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[The remainder of this page has been left blank intentionally]

 

 

If the foregoing is in accordance with the Representatives’ understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by the Representatives, 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 among each of the Underwriters and the Issuer.  It is understood that the Representatives’ acceptance of this letter on behalf of each of the Underwriters may be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Issuer upon request.

 

	Very truly yours,
	SANTANDER UK PLC
	By:
	Name:
	Title:

 

 

Accepted as of the date hereof:
[
(Name of Co-Representative
Partnership)]
[Names of Co-Representative corporations]
By
		([Title])
[On behalf of each of the Underwriters]

 

 

SCHEDULE I

 

Underwriters		Principal Amount of Debt Securities to be Purchased
[Names of Representative(s)]		$
[Names of Underwriters]
Total		$

 

 

SCHEDULE II

 

Title of Debt Securities:

 

[ %] [Floating Rate] [Zero Coupon] [Extendible] [Notes] due [Date]

 

Aggregate Principal Amount:

 

[$]

 

Price to Public:

 

% of the principal amount of the Debt Securities, plus accrued interest from                   to the Closing Date [and accrued amortization, if any, from                   to the Closing Date]

 

Purchase Price by Underwriters:

 

% of the principal amount of the Debt Securities, plus accrued interest from                   to the Closing Date [and accrued amortization, if any, from                   to the Closing Date]

 

Form of Debt Securities:

 

Book-entry only form represented by one or more global securities deposited with the Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Closing Date at the office of DTC

 

Specified Funds for Payment of Purchase Price:

 

Immediately available funds

 

Payment of Expenses:

 

Indenture:

 

Indenture, dated as of September 29, 2016 between Santander UK plc, as issuer, and Citibank, N.A., as trustee (the “Trustee”) (as successor to Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to an Agreement of Resignation, Appointment and Acceptance dated as of April 19, 2021 among the Issuer, the Trustee and Wells Fargo), as supplemented and amended by a first supplemental indenture dated as of November 3, 2017, between the Issuer and the Trustee, and as further supplemented and amended by the [   ] supplemental indenture to be entered into on [date]

 

Applicable Time:

 

[Time and Date]

 

Closing Date:

 

[Time and Date]

 

Closing Location:

 

Name and Addresses of Representatives:

 

Designated Representatives:

 

Address for Notices, etc.:

 

 

Address of Issuer:

 

Address of Underwriters’ Counsel for Delivery of Documents:

 

Maturity:

 

Interest Rate:

 

[ %] [Zero Coupon]

 

Interest Payment Dates:

 

[months and dates], commencing [month and date]

 

Redemption Provisions:

 

 

Sinking Fund Provisions:

 

[No sinking fund provisions]

 

[The Debt Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Debt Securities on                   in each of the                   years through                   at 100% of their principal amount plus accrued interest] [, together with [cumulative] [non-cumulative] redemptions at the option of the Issuer to retire an additional [$] principal amount of Debt Securities in the years                   through                    at 100% of their principal amount plus accrued interest].

 

Information Provided by the Underwriters:

 

Expected Stock Exchange Listing:

 

Other Terms: [The Debt Securities will have additional terms as more fully described in the Disclosure Package.]

 

 

SCHEDULE III

 

Issuer Free Writing Prospectuses

 

 

SCHEDULE IV

 

Addresses of Representatives’ Affiliates

 

 

 

Exhibit 5.1

 

 

June 29, 2022

 

Santander UK plc
2 Triton Square, Regent’s Place
London NW1 3AN
England

 

Ladies and Gentlemen:

 

We have acted as special United States counsel to Santander UK plc, a public limited company incorporated in England and Wales (the “Issuer”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form F-3 (such registration statement, including the documents incorporated by reference therein, but excluding Exhibit 25, as effective as of the date hereof, hereinafter referred to as the “Registration Statement”) relating to the offering from time to time, together or separately and in one or more series, of debt securities of the Issuer (the “Debt Securities”). The Debt Securities will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act. The Debt Securities are to be issued under an indenture, dated as of September 29, 2016, between the Issuer and Citibank, N.A., as trustee (the “Trustee”) (as successor to Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to an Agreement of Resignation, Appointment and Acceptance, dated as of April 19, 2021, among the Issuer, the Trustee and Wells Fargo), as supplemented and amended by the first supplemental indenture entered into on November 3, 2017 (the “Indenture”).

 

In arriving at the opinion expressed below, we have reviewed the Registration Statement. We have also reviewed an executed copy of the Indenture filed as an exhibit to the Registration Statement. In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

 

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Debt Securities in global form, and any Debt Securities in definitive form issued in exchange therefor, will conform to the forms thereof set forth in the board resolution, officer’s certificate or supplemental indenture, as the case may be, pursuant to which such Debt Securities will be issued.

 

 

 

Santander UK plc, Page 2

 

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that when the issuance, execution and delivery by the Issuer of the Debt Securities of a series have been duly authorized by all necessary corporate action of the Issuer in accordance with the provisions of the Indenture, and when such Debt Securities have been duly executed and delivered by the Issuer and authenticated by the Trustee in accordance with the Indenture and duly delivered to and paid for by the purchasers thereof pursuant to a sale in the manner described in the Registration Statement and the supplement or supplements to the prospectus relating to such Debt Securities, such Debt Securities will constitute valid, binding and enforceable obligations of the Issuer, entitled to the benefits of the Indenture.

 

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Issuer, (a) we have assumed that the Issuer and each other party to such agreement or obligation has satisfied or, prior to the issuance of the Debt Securities, will satisfy those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Issuer regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

 

In rendering the opinion expressed above, we have further assumed that (a) the Registration Statement and any amendments thereto (including post-effective amendments) will or have become effective and comply with all applicable laws, (b) the Registration Statement and any amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Debt Securities are offered or issued as contemplated by the Registration Statement, (c) the terms of the Debt Securities will conform to the terms thereof set forth in the board resolution, officer’s certificate or supplemental indenture, as the case may be, pursuant to which such Debt Securities are issued, and the terms of the Debt Securities will not violate any applicable law, result in a default under or breach of any agreement or instrument binding upon the Issuer, or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer, (d) the Debt Securities will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (e) the Issuer will authorize the offering and issuance of the Debt Securities, will authorize, approve and establish the final terms and conditions thereof and will take any other appropriate additional corporate action and (f) certificates, if required, representing the Debt Securities will be duly executed, delivered and authenticated.

 

In rendering the opinion expressed above, we have assumed that each series of Debt Securities will be issued with an original aggregate principal amount (or in the case of Debt Securities issued at original issue discount, an aggregate issue price) of U.S.$2,500,000 or more.

 

With respect to the last sentence of Section 1.14 of the Indenture, we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Indenture where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

 

 

Santander UK plc, Page 3

 

We note that the designation in Section 1.14 of the Indenture of the U.S. federal courts sitting in the Borough of Manhattan, The City of New York as the venue for actions or proceedings relating to the Indenture is (notwithstanding the waiver in Section 1.14 of the Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

 

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding federal statute and no controlling federal court decision on this issue. Accordingly, we express no opinion as to whether a federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars.

 

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York. With respect to matters governed by English law, we have relied on the opinion of Slaughter and May dated June 29, 2022, as English counsel to the Issuer, which has been filed as Exhibit 5.2 to the Registration Statement dated June 29, 2022.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Opinions” in the prospectus included in the Registration Statement and in any prospectus supplement related thereto. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

	Very truly yours,
	CLEARY GOTTLIEB STEEN & HAMILTON LLP
	By	/s/ David I. Gottlieb
		David I. Gottlieb, a Partner

 

 

Exhibit 5.2

 

One Bunhill Row London EC1Y 8YY T +44 (0)20 7600 1200 F +44 (0)20 7090 5000

 

	29 June 2022
	Your reference
Santander UK plc   2 Triton Square Regent’s Place London NW1 3AN
	Our reference
	GO/RQL
	Direct line
	020 7090 3299

 

Dear Sirs,

 

Santander UK plc (the “Company”)
Senior Debt Securities (the “Debt Securities”) to be issued by the Company
under the U.S. Registered Shelf Facility (the “Facility”)

 

We have acted as English solicitors to the Company. This opinion as to English law as at today’s date is addressed to you in connection with the proposed issues of Debt Securities by the Company under the Facility. Debt Securities will be issued under the Indenture (as defined below).

 

This opinion is delivered to you in connection with a registration statement on Form F-3 (the “Registration Statement”), which is being filed on 29 June 2022 with the United States Securities and Exchange Commission (the “Commission”) by the Company under the United States Securities Act 1933, as amended (the “Securities Act”) and which relates, inter alia, to the offer and sale of Debt Securities by the Company.

 

For the purposes of this opinion, we have examined copies of the following documents:

 

(a)

a senior indenture dated 29 September 2016 between the Company as issuer and Citibank N.A. (as successor to Wells Fargo Bank, National Association (“Wells Fargo”) as trustee (the “Trustee”), pursuant to an Agreement of Resignation, Appointment and Acceptance dated 19 April 2021 among the Company, the Trustee and Wells Fargo) (the “Original Indenture”) as supplemented by a first supplemental indenture dated 3 November 2017 between the Company and the Trustee (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”);

 

(b)

the Registration Statement on Form F-3;

 

SJ Cooke PP Chappatte DL Finkler SP Hall PWH Brien SR Galbraith AG Ryde JAD Marks JC Twentyman DJO Schaffer AC Cleaver DR Johnson RA Swallow CS Cameron

PJ Cronin BJ-PF Louveaux E Michael RR Ogle PC Snell HL Davies JC Putnis RA Sumroy JC Cotton RJ Turnill CNR Jeffs SR Nicholls MJ Tobin DG Watkins

BKP Yu EC Brown RA Chaplin J Edwarde AD Jolly S Maudgil JS Nevin JA Papanichola RA Byk GA Miles GE O'Keefe MD Zerdin RL Cousin IAM Taylor

DA Ives MC Lane LMC Chung RJ Smith MD’AS Corbett PIR Dickson IS Johnson RM Jones EJ Fife JP Stacey LJ Wright JP Clark WHJ Ellison AM Lyle-Smythe

A Nassiri DE Robertson TA Vickers RA Innes CP McGaffin CL Phillips SVK Wokes NSA Bonsall RCT Jeens V MacDuff PL Mudie DM Taylor RJ Todd WJ Turtle

OJ Wicker DJO Blaikie CVK Boney F de Falco SNL Hughes PR Linnard KA O’Connell N Yeung CJCN Choi NM Pacheco CL Sanger HE Ware HJ Bacon TR Blanchard

NL Cook AJ Dustan HEB Hecht CL Jackson OR Moir S Shah G Kamalanathan JE Cook CA Cooke LJ Houston CW McGarel-Groves PD Wickham RR Hilton KM Howes

CR Osborne MJ Sandler CM Sharpe JM Slade

Authorised and regulated by the Solicitors Regulation Authority Firm SRA number 55388

 

 

 

(c)

a certificate dated 29 June 2022 of Christopher Wise, Head of Secretariat (the “Head of Secretariat”) of the Company (the “Company’s Certificate”) having annexed thereto:

 

(i)

a copy of the Company’s certificate of incorporation and certificates of incorporation on change of name, each certified by the Head of Secretariat as a true, complete and up to date copy;

 

(ii)

a copy of the Articles of Association of the Company certified by the Head of Secretariat as a true, complete and up to date copy;

 

(iii)

a copy of an extract of the minutes of a meeting of the Board of Directors of the Company held on 23 June 2015, certified by the Head of Secretariat as a true copy;

 

(iv)

a copy of an approval and authorisation of the Chief Executive Officer of the Company dated 4 August 2016, certified by the Head of Secretariat as a true and complete copy;

 

(v)

a copy of the power of attorney of the Company dated 27 September 2016 certified by the Head of Secretariat as a true and complete copy;

 

(vi)

a copy of the written resolution of a committee of authorised persons dated 2 November 2017 certified by the Head of Secretariat as a true and complete copy;

 

(vii)

a copy of the power of attorney of the Company dated 1 November 2017 certified by the Head of Secretariat as a true and complete copy;

 

(viii)

a copy of an extract of the minutes of a meeting of the Board of Directors of the Company held on 24 July 2017 certified by the Head of Secretariat as a true and up to date copy;

 

(ix)

a copy of the resolutions duly passed by a committee of the Board of Directors of the Company on 4 August 2017 certified by the Head of Secretariat as a true, complete and up to date copy;

 

(x)

a copy of the written resolution of a committee of Authorised Persons dated 22 June 2022 certified by the Head of Secretariat as a true, complete and up to date copy; and

 

(xi)

a copy of a power of attorney dated 6 January 2022, as amended pursuant to a deed of variation dated 28 February 2022 executed under the common seal of the Company, certified by the Head of Secretariat as a true, complete and up to date copy.

 

Page 2/Santander UK plc/29 June 2022

 

 

 

This letter sets out our opinion on certain matters of English law as at today’s date and the opinion set out herein is based on English law in force and applied by English courts as at the date of this opinion.

 

Expressions defined in the Indenture shall have the same meanings when used in this opinion.

 

We have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than England and neither express nor imply any opinion as to any other laws, in particular the laws of the State of New York or the United States of America.

 

For the purposes of this opinion, the following searches have been carried out: (i) a search at the Register of Companies in respect of the Company on 29 June 2022; (ii) a search at the Central Registry of Winding Up on 29 June 2022; and (iii) an online search of the Bank of England’s internet website on 29 June 2022 at 10:15 a.m. in respect of the Company (together, the “Searches”).

 

We have assumed:

 

(i)

the conformity to original documents of all copy (including electronic copy) documents examined by us;

 

(ii)

that all signatures on the executed documents which, or copies of which, we have examined are genuine;

 

(iii)

the capacity, power and authority of each of the parties (other than the Company) to execute, deliver and perform its obligations under the Indenture;

 

(iv)

the due execution and unconditional delivery (other than by the Company) of the Original Indenture by Joanne Wainwright (for and on behalf of the Company), and the execution and unconditional delivery of the First Supplemental Indenture by Joanne Wainwright (for and on behalf of the Company);

 

(v)

(a) that the Debt Securities will be executed and delivered unconditionally by the parties thereto and in the case of the Company will be executed and delivered by any person(s) duly authorised pursuant to the approval and authorisations described at paragraph (c) above and (b) that, prior to the execution and delivery of any Debt Securities by the Company, a Board Resolution has been passed by the Company, or an Officer’s Certificate has been executed and delivered unconditionally by any person(s) duly authorised pursuant to the resolutions passed in the meeting of the Board of Directors of the Company referred to in paragraph (c) above, in relation to such Debt Securities, as required by the Indenture;

 

Page 3/Santander UK plc/29 June 2022

 

 

 

(vi)

the accuracy and completeness of all statements made in the Company’s Certificate (a copy of which is annexed to this opinion) and the documents referred to therein and that such certificates and statements remain true, accurate and complete as at the date of this opinion and as at each date on which Debt Securities are issued;

 

(vii)

that the copy of the Articles of Association of the Company examined by us (which were attached to the Company’s Certificate referred to above) are complete and up to date and would, as at today’s date and as at each date on which Debt Securities are issued and the dates on which the Original Indenture and the Supplemental Indenture were executed and delivered, comply with Section 36 of the Companies Act 2006;

 

(viii)

that the directors of the Company have complied with their duties as directors set out in the Companies Act 2006 insofar as relevant to this opinion;

 

(ix)

that no law of any jurisdiction outside England would render the execution or delivery of the Indenture or the Debt Securities illegal or ineffective and that, insofar as any obligation under the Indenture or the Debt Securities is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;

 

(x)

that the Debt Securities, upon issue, be duly executed, delivered and authenticated in accordance with the provisions of the Indenture, and that the Debt Securities will not be inconsistent with the provisions of the Indenture and will not be inconsistent with any applicable prospectus supplement or any resolutions of the Board of Directors (or of a duly constituted committee thereof or of a duly authorised approval delegated therefrom) of the Company passed subsequent to the date hereof;

 

(xi)

that (a) the information disclosed by the Searches was complete, up to date and accurate as at the date each was conducted and has not since then been altered or added to and (b) those Searches did not fail to disclose any information relevant for the purpose of this opinion;

 

(xii)

that (a) no proposal has been made, or will, on or before each date on which Debt Securities are issued, be made for a voluntary arrangement, and no moratorium has been obtained, in relation to the Company under Part I or Part A1 of the Insolvency Act 1986 (as amended), (b) the Company has not or will not, on or before each date on which Debt Securities are issued, give any notice in relation to or passed any voluntary winding-up resolution, (c) no application has been made or petition presented to a court, and no order has been made by a court, or will, on or before each date on which Debt Securities are issued, be made or presented for the winding-up or administration of the Company, and no step has been taken to dissolve the Company, (d) no liquidator, administrator, monitor, nominee, supervisor, receiver, administrative receiver, trustee in bankruptcy or similar officer has been or will, on or before each date on which Debt Securities are issued, be appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed or will, on or before each date on which Debt Securities are issued, be given or filed in relation to the appointment of such an officer, (e) no step has been taken under or in connection with the special resolution regime under the Banking Act 2009 (as amended) (the “SRR”) in relation to the Company or any of its assets or revenues and (f) no insolvency proceedings or analogous procedures have been or will, on or before each date on which Debt Securities are issued, be commenced in any jurisdiction outside England and Wales in relation to the Company or any of its assets or revenues;

 

Page 4/Santander UK plc/29 June 2022

 

 

 

(xiii)

that none of the parties to the Indenture and Registration Statement has taken or will take any action in relation to the Debt Securities (a) which constitutes carrying on, or purporting to carry on, a regulated activity in the United Kingdom in contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) (within the meaning of the FSMA) or (b) in consequence of anything said or done by a person in the course of carrying on a regulated activity (within the meaning of the FSMA) in the United Kingdom in contravention of that Section;

 

(xiv)

that (except so far as permitted by Section 21 of the FSMA or applicable regulations or rules made under the FSMA) no agreement to engage in investment activity (within the meaning of Section 21(8) of the FSMA) in connection with any of the Debt Securities has been or will be entered into in consequence of an unlawful communication (within the meaning of section 30 of the FSMA);

 

(xv)

that none of the Debt Securities will be offered or sold to persons in the United Kingdom except in circumstances that will not result in an offer to the public in the United Kingdom contrary to section 85(1) of the FSMA;

 

(xvi)

that any party to the Indenture which is subject to the supervision of any regulatory authority in the United Kingdom has complied and will comply with all the requirements of such regulatory authority in connection with the issue, offer and sale of the Debt Securities;

 

Page 5/Santander UK plc/29 June 2022

 

 

 

(xvii)

that the Indenture and the Debt Securities (when executed, authenticated and delivered, as appropriate, in accordance with the Indenture) constitute, and will constitute, (as the case may be) valid, binding and enforceable obligations of the parties thereto under the laws of the State of New York and that the Indenture and the Debt Securities have the same meaning and effect as they would have if they were governed by English law;

 

(xviii)

that the Indenture is valid and binding on the parties under the laws of the State of New York (by which it is expressed to be governed) and US federal law;

 

(xix)

that the performance of each obligation under the Indenture is not illegal or contrary to public policy in any place outside England and Wales in which it is to be performed;

 

(xx)

that the minutes of meetings referred to in paragraph (c), above, are a true record of the proceedings described therein, and that the relevant meetings were duly held, and that the authorisations given and resolutions passed thereat have not subsequently been rescinded or amended or superseded; and

 

(xxi)

that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Indenture under the laws of each jurisdiction other than England and Wales have been duly fulfilled, performed and effected in accordance with the laws of each such jurisdiction.

 

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the following opinion:

 

1.	The Company is a public limited company which has been duly incorporated and is validly existing.

 

2.	The Company had, at the time of execution, the capacity and power to execute and deliver the Original Indenture and the First Supplemental Indenture and has the capacity and power to perform its obligations thereunder.

 

3.	The Original Indenture and the First Supplemental Indenture have been duly executed by the Company and the exercise of its rights and the performance of its obligations thereunder were, at the time of execution, duly authorised by all necessary corporate action on the part of the Company.

 

Page 6/Santander UK plc/29 June 2022

 

 

 

4.	The execution and delivery of the Original Indenture and the First Supplemental Indenture by the Company and the exercise of its rights and the performance of its obligations thereunder:

 

(a)

are not prohibited by any law or regulation applicable to English companies generally as at the date hereof or by the Articles of Association; and

 

(b)

do not require, as at the date hereof, under any law or regulation applicable to English companies generally, any authorisation, approval or consent from, or filing or registration with, any public authority or governmental agency in England.

 

5.	The choice of the law of the State of New York as the governing law of the Indenture is a valid choice of law. English law will treat the validity and binding nature of any obligations contained in the Indenture as being governed by the law of the State of New York.

 

6.

The issue from time to time of Debt Securities under the Facility has been duly authorised by the Company (subject to agreeing terms for each issuance under the Registration Statement) by all necessary corporate action on the part of the Company, and when duly executed, delivered and authenticated, as appropriate, in accordance with the terms of the Indenture and when issued, the English courts will treat the validity and binding nature of the obligations therein as being governed by the laws of the State of New York.

 

Our reservations are as follows:

 

7.	As the parties have agreed to submit to the exclusive jurisdiction of the courts of the State of New York, we express no opinion as to whether the English courts would accept jurisdiction over any matter arising in respect of the Indenture or any Debt Security.

 

8.	If an English court assumes jurisdiction:

 

(a)

it will recognise the validity of and apply the law of the State of New York subject to, and in accordance with, Council Regulation (EC) No. 593/2008 of 17 June 2008 as it forms part of English law pursuant to the European Union (Withdrawal) Act 2018, as amended (the “EUWA”) on the law applicable to contractual obligations;

 

(b)

it would not apply the laws of the State of New York if:

 

(i)

the laws of the State of New York were not pleaded and proved; or

 

(ii)

to do so would be contrary to English public policy or mandatory rules of English law; or

 

Page 7/Santander UK plc/29 June 2022

 

 

 

(iii)

to do so would give effect to a foreign penal, revenue or other public law; and

 

(c)

it may have regard to the law of the place of performance of any obligation under the Indenture which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance.

 

9.	We express no opinion as to whether the provisions dealing with non-contractual claims under the Indenture will be effective

 

10.	There is doubt as to the enforceability in England, in original actions or in actions for the enforcement of judgments of United States courts, of liabilities founded in United States Federal or State securities laws.

 

11.	Undertakings and indemnities contained in the Indenture may not be enforceable before an English court insofar as they purport to require payment or reimbursement of the costs of any unsuccessful litigation brought before an English court.

 

12.

This opinion is subject to any limitations arising from (a) any measures pursuant to the stabilisation powers under the SRR or similar laws or procedures in any other jurisdiction and (b) insolvency, liquidation, administration, moratorium, reorganisation and similar laws or procedures affecting the rights of creditors.

 

13.	We express no opinion as to whether specific performance or injunctive relief, being equitable remedies, would be available in respect of any obligations of the Company.

 

14.

We have not been responsible for investigating or verifying the accuracy of the facts, including statements of law, or the reasonableness of any statements of opinion contained in the Registration Statement (including any amendments or supplements thereto, including any prospectus supplement) or whether any material facts have been omitted from any of them.

 

15.

The Searches are not conclusive as to whether or not insolvency proceedings or any measures pursuant to the stabilisation powers under the SRR or similar laws or procedures in any other jurisdiction have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

 

Page 8/Santander UK plc/29 June 2022

 

 

 

16.	We have not been asked to, and we do not, express any opinion as to any taxation (including value added tax) which will or may arise in connection with the Indenture.

 

17.	Oral agreements between the parties to amend or waive any term of the Indenture could affect their ability to enforce rights under it.

 

18.	We express no opinion as to the enforceability of rights which may arise under the Contracts (Rights of Third Parties) Act 1999 in favour of any person who is not a party to the Indenture.

 

19.	This opinion is subject to any limitations arising from:

 

(a)

United Nations, European Union or United Kingdom sanctions or other similar measures implemented or effective in the United Kingdom and applicable to any party to the Finance Documents or any transfers or payments made under the Finance Documents; and

 

(b)

EU Regulation 2271/96 (as it forms part of English law pursuant to the EUWA) protecting against the effects of the extra-territorial application of legislation adopted by a third country (the "Blocking Regulation") and legislation related to the Blocking Regulation.

 

This opinion is to be governed by and construed in accordance with English law. This opinion is being provided to you in connection with the Registration Statement and may not be reproduced, quoted, summarised or relied upon by any other person or for any other purpose without our express written consent.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the paragraphs under the headings “Limitations on Enforcement of U.S. Laws as Against us, our Management and Others” and “Legal Opinions” in the Prospectus that forms part of the Registration Statement, without admitting that we are “experts” under the Securities Act, or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement or the Prospectus, including this exhibit.

 

Yours faithfully,

 

/s/ Slaughter & May

Slaughter & May

 

Page 9/Santander UK plc/29 June 2022

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Santander UK plc of our report dated March 7, 2022 relating to the financial statements, which appears in Santander UK plc's Annual Report on Form 20-F for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

29 June 2022

 

 

 

Exhibit 25

 

File No. ----------------

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

CITIBANK, N.A.

(Exact name of trustee as specified in its charter)

 

13-5266470
(I.R.S. employer identification no.)

 

701 East 60th Street North
Sioux Falls, South Dakota 57104
(Address of principal executive offices)

 

Danny Lee

388 Greenwich Street, New York, NY 10013

(212) 816-4936
(Name, address and telephone number of agent for service)

 

SANTANDER UK PLC

(Exact name of obligor as specified in its charter)

 

England		98-0661684
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

 

 

2 Triton Square, Regent’s Place, London NW1 3AN, England

+44 (0) 800 389 7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

C T Corporation System

28 Liberty Street,

New York, NY 10005

(212) 894-8940

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David I. Gottlieb, Esq.		Amaya Mazaira
Cleary Gottlieb Steen & Hamilton LLP		Santander UK plc
2 London Wall Place, England		2 Triton Square, Regent’s Place
		London NW1 3AN, England

 

Debt Securities
(Title of the indenture securities)

 

 

Item 1.

GENERAL INFORMATION. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

Item 2.

AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

 

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

 

Item 3 – 15.

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

 

Item 16.

LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

1.

A copy of the Charter for Citibank, N.A., as now in effect, attached as Exhibit 1.

 

2.

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

 

3.

A copy of the authorization of the Trustee to exercise corporate trust powers, attached as Exhibit 2.

 

4.

A copy of the existing By-Laws of Trustee, as now in effect, attached as Exhibit 4.

 

5.

Not applicable.

 

6.

The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

7.

Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

8.

Not applicable.

 

9.

Not applicable.

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 17th day of June, 2022.

 

	CITIBANK, N.A.
	By:	/s/ William Keenan
		Name: William Keenan
		Title: Vice President

 

 

EXHIBIT 1

 

CHARTER OF CITIBANK, N.A.

 

 

CITIBANK

 

Articles of Association

 

As amended effective July 1, 2011

 

 

CITIBANK, N.A.

 

Charter No. 1461

 

 

Articles of Association

 

AS AMENDED EFFECTIVE JULY 1, 2011

 

FIRST. The name and title of this Association shall be Citibank, N.A.; the Association in conjunction with its said legal name may also continue to use, as a trade name, its former name First National City Bank.

 

SECOND. The Head Office shall be in the City of Sioux Falls, State of South Dakota. The general business of this Association, and its operations of discount and deposit, shall be conducted at its Head Office and its legally established branches.

 

THIRD. The Board of Directors shall consist of such number of individuals, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all shareholders are at the time entitled.

 

FOURTH. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the Head Office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws of the Association, but if no election shall be held on that day it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

 

FIFTH. A.     Designation.

 

The total number of shares of all classes of capital stock which the Association shall have the authority to issue is Forty One Million Five Hundred Thousand (41,500,000) shares and shall be designated as shares of Common Stock, par value of Twenty Dollars ($20) per share (the “Common Stock”). All of the shares of this Association’s Common Stock, which constitute all of the outstanding shares of this Association’s capital stock, shall continue as shares of Common Stock of this Association following the filing hereof. No shares of any class or series of capital stock of this Association shall have any preemptive or special rights or privilege to acquire any shares of capital stock of the Association under any circumstances whatsoever.

 

The Association, at any time and from time to time, may authorize and issue debt obligations whether or not subordinated without the prior approval of shareholders.

 

SIXTH. The Board of Directors (a majority of whom shall be a quorum to do business) shall appoint one of its members to be Chairman of the Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint one of its members to be President of this Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint such other officers and employees as in its judgment may be required to transact the business of the Association.

 

 

The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all by-laws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a board of directors to do and perform.

 

The Board of Directors, without the approval of the shareholders, shall have the power to change the location of the Head Office and of any branch or branches of the Association subject to such limitations as from time to time may be provided by law.

 

SEVENTH. The Association shall have succession from the date of its organization certificate until such time as it may be dissolved by the act of its shareholders owning two-thirds of its stock, or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special Act of Congress or until its affairs be placed in the hands of a receiver and finally wound up by him.

 

EIGHTH. The Board of Directors, or the holders of not less than ten percentum of the stock of the Association, may call a special meeting of shareholders at any time: provided, however, that unless otherwise provided by law, not less than ten days prior to the date fixed for any such meeting, a notice of the time, place and purpose of the meeting shall be given by first-class mail, postage prepaid, to all shareholders of record at their respective addresses as shown upon the books of the Association.

 

NINTH. (1)  The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a director or officer of the Association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

(2)

The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Association, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

 

 

(3)

The Association may indemnify any person who is or was an employee of the Association, or is or was serving at the request of the Association as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise to the extent and under the circumstances provided by paragraphs 1 and 2 of this Article NINTH with respect to a person who is or was a director or officer of the Association.

 

(4)

Any indemnification under paragraphs 1, 2 and 3 of this Article NINTH (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum (as defined in the By-Laws of the Association) consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

 

(5)

Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this Article NINTH.

 

(6)

The indemnification provided by this Article NINTH shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

(7)

By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Association may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Association, or of any corporation a majority of the voting stock of which is owned by the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power or would be required to indemnify him against such liability under the provisions of this Article NINTH; PROVIDED, HOWEVER, that the Association may not purchase or maintain insurance which would cover final orders assessing civil money penalties arising out of administrative actions or proceedings instituted by an appropriate bank regulatory agency.

 

 

(8)

Notwithstanding any right or authority granted in subparagraphs (1)-(7) of this Article, no person shall be Indemnified or reimbursed for expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency if such proceeding or action results in a final order assessing a civil money penalty or requiring affirmative action by an individual or individuals in the form of payments to the Association.

 

TENTH. Except as provided in these Articles of Association, these Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the Common Stock, unless the vote of the holders of a greater amount of Common Stock is required by law, and in that case by the vote of the holders of such greater amount.

 

ELEVENTH. Any action which requires a vote of the shareholders, but that does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.

 

 

STATE OF NEW YORK)

 

COUNTY OF NEW YORK)

 

The undersigned duly qualified Assistant Secretary of Citibank, N.A., a national banking association (“Citibank”), hereby certifies that (i) on March 29, 2011 holders of all of the voting shares of Citibank, by unanimous written consent, adopted the Articles of Association as amended effective July 1, 2011 of Citibank and (ii) the foregoing is a true and complete copy of the Articles of Association, as amended, effective July 1, 2011.

 

	/s/Shelly Dropkin
	Shelly Dropkin
	Assistant Secretary
Subscribed and sworn before me	July 1, 2011
	(Date)

	/s/Jacqueline Wood
	(Notary Public)
	Jacqueline Wood
	Notary Public, State of Select a County
	No. 01WO6188144
	Qualified in New York County
	Commission Expires June 2, 2012

 

 

STATE OF NEW YORK)

 

COUNTY OF NEW YORK)

 

The undersigned duly qualified Assistant Secretary of Citibank, N.A., a national banking association (“Citibank”), hereby certifies that (i) on March 29, 2011 holders of all of the voting shares of Citibank, by unanimous written consent, adopted the Articles of Association as amended effective July 1, 2011 of Citibank and (ii) the foregoing is a true and complete copy of the Articles of Association as amended effective July 1, 2011 of Citibank.

 

 

	/s/Paula F. Jones
	Paula F. Jones
	Assistant Secretary
Subscribed and sworn before me	July 1, 2011
	(Date)
	/s/ Jacqueline Wood
	(Notary Public)
	Jacqueline Wood
	Notary Public, State of Select a County
	No. 01WO6188144
	Qualified in New York County
	Commission Expires June 2, 2012

 

 

EXHIBIT 2

 

 

 

 

EXHIBIT 4

 

BY-LAWS OF CITIBANK. N.A.

 

 

 

 

 

 

 

INDEX

TO

BY-LAWS

OF

CITIBANK, N.A.

 

Page

 

ARTICLE I Meetings of Shareholders
Section 1.	Annual Meeting	1
Section 2.	Special Meetings	1
Section 3.	Inspector of Election	1
Section 4.	Quorum and Action by Consent	1
ARTICLE II Directors
Section 1.	Board of Directors	2
Section 2.	Number	2
Section 3.	Organization Meeting	2
Section 4.	Regular Meetings	2
Section 5.	Special Meetings	2
Section 6.	Notice	2
Section 7.	Quorum and Manner of Acting	2
Section 8.	Vacancies	3
Section 9.	Directors’ Fees	3
ARTICLE III Committees of the Board
Section 1.	Executive Committee: Powers	3
Section 2.	Executive Committee: Membership; Meetings; Quorum	3
Section 3.	Other Committees	4

 

 

ARTICLE IV Officers and Agents
Section 1.	Chairman	4
Section 2.	Chief Executive Officer	4
Section 3.	President	4
Section 4.	Vice Chairmen	4
Section 5.	Executive Vice Presidents	4
Section 6.	Chairman Credit Policy Committee	5
Section 7.	Senior Vice Presidents	5
Section 8.	Secretary	5
Section 9.	Treasurer	5
Section 10.	Chief Auditor	5
Section 11.	Vice Presidents	5
Section 12.	Other Officers	6
Section 13.	Attorneys-in-Fact	6
Section 14.	Clerks and Agents	6
Section 15.	Tenure of Office	6
ARTICLE V Domestic Branches
Section 1.	Location	7
Section 2.	Management	7
ARTICLE VI Foreign Branches
Section 1.	Establishment	7
Section 2.	Management	7
Section 3.	Custody of Funds	7
Section 4.	Books, Reports, and Fiscal Periods	7
ARTICLE VII Fiduciary Powers
Section 1.	Assignment of Fiduciary Powers	8

 

 

Section 2.	Authentication and Signature of Instruments	8
ARTICLE VIII Stock and Stock Certificates
Section 1.	Transfers	8
Section 2.	Stock Certificates	8
Section 3.	Record Date and Closing Transfer Books	8
ARTICLE IX Corporate Seal
ARTICLE X Miscellaneous Provisions
Section 1.	Fiscal Year	9
Section 2.	Execution of Instruments	9
Section 3.	Records	9
Section 4.	Banking Hours	10
Section 5.	Corporate Governance Procedures	10
ARTICLE XI By-Laws
Section 1.	Inspection	10
Section 2.	Amendments	10
Section 3.	Reference to Gender	10

 

 

CITIBANK, N.A.
BY-LAWS

 

ARTICLE I
Meetings of Shareholders

 

Section 1.      Annual Meeting. The regular annual meeting of the shareholders, for the election of directors and the transaction of whatever other business may come before the meeting, shall be held at the Head Office of the Association, 701 East 60th Street North, Sioux Falls, South Dakota, County of Minnehaha, or such other place as the Board of Directors may designate, on such date and at such time as may be fixed by resolution of the Board of Directors. Notice of such meeting may be waived in writing before, after, or at such meeting.

 

Section 2.      Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by the holders of not less than ten per cent of the stock of the Association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association, a notice stating the purpose of the meeting. Such notice may be waived in writing before, after, or at, such meeting.

 

Section 3.      Inspector of Election. If the Board of Directors shall so determine, any election of directors shall be managed by one or more inspectors of election, who shall be appointed by the Chairman of the meeting, and who, before entering upon the discharge of their duties shall be duly sworn faithfully to execute the duties of inspector(s) of election with strict impartiality, and according to the best of their ability. The inspector(s) of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the directors elected. The inspector(s) of election, at the request of the Chairman of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.

 

Section 4.      Quorum and Action by Consent. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

 

Any action which requires a vote of the shareholders, but that does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.

 

 

ARTICLE II
Directors

 

Section 1.      Board of Directors. The Board of Directors shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.

 

Section 2.      Number. The Board of Directors shall consist of such number, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all shareholders are at the time entitled.

 

Section 3.      Organization Meeting. The Secretary, upon receiving the certificate of the inspector(s), of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Head Office of the Association, or such other place as the Board of Directors may designate, for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be appointed to be held on the day of the election or as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. Any business which may properly be transacted by the Board of Directors may be transacted at any organization meeting thereof.

 

Section 4.      Regular Meetings. A regular meeting of the Board of Directors shall be held quarterly, unless the Board of Directors shall otherwise determine, at the Head Office of the Association, with notice to the directors of the date and time of such meeting, or, may be held at such other time and place as the Board shall have ordered at any previous meeting.

 

Section 5.      Special Meetings. A special meeting of the Board of Directors may be called at any time by the Chairman, the Chief Executive Officer, or the President, or on the written request of any three members of the Board such meeting shall be called by one of said officers or by the Secretary.

 

Section 6.      Notice. Notice of any special meeting, specifying the time and place of such meeting, or of the time and place or the cancellation of any regular meeting of the Board of Directors may be given in writing, either by mailing the same to each director, at his address appearing on the books of the Association on or before the second day preceding the meeting, or by telegraphing the same to him at such address, or delivering the same to him personally, or leaving the same at his place of business, or at his residence, or by telephone on or before the day preceding the meeting. Notice need not be given to any director if waived by him in writing. Attendance of a director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors or any committee thereof need be specified in any written waiver of notice.

 

Section 7.      Quorum and Manner of Acting. At every meeting of the Board of Directors, a majority shall constitute a quorum, of which a majority must be U.S. citizens, and, except as otherwise required by law, the vote of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors may participate in meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another.

 

 

Section 8.      Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

 

Section 9.      Directors’ Fees. The Board of Directors shall have authority to determine from time to time, the amount of compensation which shall be paid to any of its members, provided however that no such compensation be paid to any director who is a salaried officer or employee of the Association or any of its subsidiaries. Directors shall receive transportation and other expenses of attendance.

 

ARTICLE III
Committees of the Board

 

Section 1.      Executive Committee: Powers. There shall be an Executive Committee of the Board of Directors which shall be constituted as provided in Section 2 of this Article. The Executive Committee shall have and may exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done or conferred under authority of the Board.

 

Section 2.      Executive Committee: Membership; Meetings; Quorum. The Executive Committee shall hold a regular meeting without notice at the time and place appointed for each regular meeting of the Board of Directors at which a quorum of the Board shall not be in attendance at said time and place, unless such regular meeting of the Board is cancelled as provided in Article II, Section 6. The directors present at such time and place, if there be not less than three, shall constitute the Executive Committee for such regular meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. A special meeting of the Executive Committee may be called at any time by the Chairman, the Chief Executive Officer or the President. Notice of any such special meeting shall be given to each director in the manner provided in Article II, Section 6, for the giving of notice, or the waiver thereof, of a special meeting of the Board of Directors and shall be sufficient even though such notice refers only to a meeting of the Board of Directors. The directors who shall attend at the time and place fixed in such notice, if there be not less than three, shall constitute the Executive Committee for such special meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. Executive Committee meetings may be held through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another.

 

 

Section 3.      Other Committees. The Board of Directors may appoint, from time to time, from its own members, other committees of one or more persons, for such purposes and with such powers as the Board may determine. Members of such other committees may participate in meetings of those committees through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. Each such committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors, and any action taken by the Board with respect thereto shall be entered into the minutes of the Board. Committees composed of non-members of the Board may also be appointed to consult with the members regularly or from time to time under such rules as the Board may determine but in no event may such Committees have the power of final decision in matters concerning the business of the Association.

 

ARTICLE IV
Officers and Agents

 

Section 1.      Chairman. The Board of Directors shall appoint one of its members to be Chairman of the Association. The Chairman shall have general executive powers as well as the specific powers conferred by these By-Laws. He shall preside at meetings of the shareholders and, in the absence of the Chief Executive Officer and the President, at meetings of the Board of Directors and the Executive Committee.

 

Section 2.      Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer of the Association. The Chief Executive Officer shall preside at all meetings of the Board of Directors and the Executive Committee and have general executive powers as well as the specific powers conferred by these By-Laws. The Chief Executive Officer shall also have such powers and duties as may from time to time be assigned to him by the Board of Directors. In the absence of the Chairman, the Chief Executive Officer shall exercise his powers and duties and shall preside at meetings of the shareholders.

 

Section 3.      President. The Board of Directors may appoint a President of the Association. The President shall have general executive powers as well as the specific powers conferred by these By-Laws. In the absence of the Chief Executive Officer, the President shall exercise the powers and duties of the Chief Executive Officer of the Association, including the powers and duties related to meetings of the Board of Directors and the Executive Committee.

 

Section 4.      Vice Chairmen. The Board of Directors may appoint one or more Vice Chairmen of the Association. In the absence of the Chairman, the Chief Executive Officer and the President, and, in the order of their appointment to the office, the Vice Chairmen shall exercise the powers and duties of the Chief Executive Officer related to meetings of the Board of Directors and the Executive Committee and the powers and duties of the Chairman related to meetings of the shareholders. Each Vice Chairman shall have general executive powers as well as the specific powers conferred by these By-Laws. Each of them shall also have such powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer, or the President.

 

Section 5.      Executive Vice Presidents. The Board of Directors may appoint one or more Executive Vice Presidents of the Association, each of whom shall have supervision of such major group or other administrative unit of the Association, or such other primary responsibilities, as may from time to time be established and defined by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or any Vice Chairman. Each Executive Vice President shall have general executive powers as well as the specific powers conferred by these By-Laws. Each Executive Vice President shall also have such further powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer, the President or any Vice Chairman.

 

 

Section 6.      Chairman Credit Policy Committee. The Board of Directors may appoint a Chairman Credit Policy Committee who shall have general responsibilities in connection with the formulation and administration of the credit policies of the Association. He shall have general executive powers, as well as the specific powers conferred by these By-Laws. He shall also have such further powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer or the President.

 

Section 7.      Senior Vice Presidents. The Board of Directors may appoint one or more Senior Vice Presidents of the Association. Each Senior Vice President shall have general executive powers as well as the specific powers conferred by these By-Laws. He shall also have such further powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or any Vice Chairman.

 

Section 8.      Secretary. The Board of Directors shall appoint a Secretary who shall keep accurate minutes of meetings of the Board of Directors and the Executive Committee of the Board. He shall attend to the giving of all notices required by these By-Laws to be given. He shall be custodian of the corporate seal, records, documents, and papers of the Association. He shall have and may exercise any and all other powers and duties pertaining by law or regulation to the office of Secretary, or imposed by these By-Laws. He shall also have such further powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or any Vice Chairman. The Secretary may appoint one or more Assistant Secretaries with such powers and duties as the Board of Directors, the Chairman, the Chief Executive Officer, the President, any Vice Chairman, or the Secretary shall, from time to time, determine.

 

Section 9.      Treasurer. The Treasurer shall have the powers attendant to the office of Treasurer. The Treasurer shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or any Vice Chairman.

 

Section 10.      Chief Auditor. The Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Association. He shall continuously examine the affairs of the Association, and shall report to the Board of Directors. He shall have and may exercise the powers and duties as from time to time may be conferred upon, or assigned to him by the Board of Directors. Subject to the authority granted to him by the Board of Directors, the Chief Auditor may also appoint, dismiss, and fix the salaries of one or more Assistant Vice Presidents, Managers, and Assistant Managers, and such other officers in the Chief Auditor’s Division as, from time to time, appear to him to be required or desirable.

 

Section 11.      Vice Presidents. The Board of Directors may appoint one or more Vice Presidents of the Association. In addition, the Board of Directors may delegate to officers of the rank of Senior Vice President or higher, as designated by the Chairman, the Chief Executive Officer, the President, or any Vice Chairman, authority to appoint, dismiss and fix salaries to be paid Vice Presidents within the respective officers’ areas of supervision. Each Vice President shall have specific powers conferred by these By-Laws and such further powers and duties as may from time to time be assigned to him by the Board of Directors, the Chairman, the Chief Executive Officer, the President, or any Vice Chairman.

 

 

Section 12.      Other Officers. The Board of Directors may establish senior officer positions equivalent to and having duties and powers the same as those officers mentioned in the preceding Sections of this Article IV. The Board of Directors may also appoint one or more Assistant Vice Presidents, Managers, Assistant Managers, and such other officers as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. In addition, the Board of Directors may delegate to officers of the rank of Vice President or higher, as designated by the Chairman, the Chief Executive Officer, the President, any Vice Chairman, any Executive Vice President, the Chairman Credit Policy Committee, or any Senior Vice President, the authority to appoint, dismiss, and to fix the salaries to be paid to any such officers other than officers in the Chief Auditor’s Division, within the respective officer’s area of supervision. The officers so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by the Board of Directors, the Chairman, the Chief Executive Officer, the President, any Vice Chairman, or the appointing officer.

 

Section 13.      Attorneys-in-Fact. The Board of Directors may appoint one or more attorneys-in-fact as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association and, subject to the authority of the Board of Directors, the Chairman, the Chief Executive Officer, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, or any Vice President designated as Citigroup Country Officer may appoint, dismiss and fix the compensation to be paid to such attorneys-in-fact. In the case of attorneys-in-fact who are otherwise employed by the Association or by any affiliated corporate entity, the authority to appoint or dismiss any such attorneys-in-fact may be exercised by any officer having supervision of a major administrative unit, group, division, or department of the Association as may be specified by the Board of Directors. The attorneys-in-fact appointed pursuant to this Section 13 shall exercise such powers and perform such duties as may, from time to time, be conferred upon them by Power of Attorney.

 

Section 14.      Clerks and Agents. The Board of Directors may appoint, from time to time, such Paying Tellers, Receiving Tellers, Note Tellers, Vault Custodians, bookkeepers and other clerks, agents and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salaries to be paid them and dismiss them. Subject to the authority of the Board of Directors, the Chairman, the Chief Executive Officer, the President, any Vice Chairman, or any other officer of the Association authorized by any of them, may appoint and dismiss all or any clerks, agents and employees and prescribe their duties and the conditions of their employment, and from time to time fix their compensation.

 

Section 15.      Tenure of Office. All officers, clerks, agents and employees appointed by the Board of Directors, or under its authority, shall hold office at the pleasure of the Board.

 

 

ARTICLE V
Domestic Branches

 

Section 1.      Location. The Board of Directors shall have plenary power to establish, to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law.

 

Section 2.      Management. Subject to the general supervision and control of the Board of Directors, the Chairman, the Chief Executive Officer and the President, the affairs of the domestic branches shall be under the immediate supervision and control of such officer as the Board, the Chairman, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any domestic branch such officers, agents, and employees as he may deem necessary to conduct the business thereof, and to reassign them as he may find proper.

 

ARTICLE VI
Foreign Branches

 

Section 1.      Establishment. The Board of Directors shall have plenary power to establish, to discontinue, or, from time to time, to change the location of, any branch in a foreign country or in a dependency of the United States of America, subject to such limitations as from time to time may be provided by law.

 

Section 2.      Management. Subject to the general supervision and control of the Board of Directors, the Chairman, the Chief Executive Officer, and the President, the affairs of the foreign branches shall be under the immediate supervision and control of such officer as the Board, the Chairman, the Chief Executive Officer or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any foreign branch such officers, agents, and employees as he may deem necessary to conduct the business thereof, and to reassign them as he may find proper.

 

Section 3.      Custody of Funds. The funds of each branch shall be kept in the custody of the officer, manager, or other agent-in-charge thereof, or in such depositories as he may select, subject to the approval of such officer as may have supervision over the foreign branches of the Association.

 

Section 4.      Books, Reports, and Fiscal Periods. At each branch, the officer, manager or other agent-in-charge thereof shall keep or cause to be kept, full and regular books of account, which shall at all times be open to inspection by the Association, through its proper officers or accountants or by the proper officers of the Government of the United States of America. All the transactions of the Association at the several branches shall be reported promptly to the Association by the officer, manager or other agent-in-charge thereof. Such officer as may have supervision over the foreign branches of the Association, may from time to time specify with respect to each branch the fiscal periods for ascertainment or remittance of profits and, generally, for its accounting purposes.

 

 

ARTICLE VII
Fiduciary Powers

 

Section 1.      Assignment of Fiduciary Powers. All fiduciary powers of the Association shall be exercised, subject to such regulations as the Office of the Comptroller of the Currency shall from time to time establish, by one or more directors, officers, employees or committees as the Board of Directors shall from time to time determine.

 

Section 2.      Authentication and Signature of Instruments. All authentications or certificates by the Association, as Trustee under any mortgage, deed of trust or other instrument securing bonds, debentures, notes, or other obligations of any corporation, and all certificates as Registrar or Transfer Agent and all certificates of deposit for stocks and bonds, and interim certificates and trust certificates, may be signed or countersigned in behalf of the Association by the Chairman, the Chief Executive Officer, the President, any Vice Chairman, any Executive Vice President, the Chairman Credit Policy Committee, any Senior Vice President, the Secretary, any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-Laws, any Assistant Vice President, any Manager, any Senior Trust Officer, any Assistant Manager, any Trust Officer, or any officer with rank equivalent to any of the foregoing as may be designated by the Secretary, or by any other person appointed for that purpose by the Board of Directors or pursuant to these By-Laws. Any such signature or countersignature may be manual or facsimile.

 

ARTICLE VIII
Stock and Stock Certificates

 

Section 1.      Transfers. Shares of stock shall be transferable on the books of the Association, and transfer books shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all the rights and liabilities of the prior holder of such shares. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable, from time to time, to act as transfer agents or co-transfer agents and registrars or co-registrars of the stock of the Association.

 

Section 2.      Stock Certificates. Certificates of stock shall bear the signature of the Chairman or President (which may be engraved, printed or impressed) and shall either (a) bear the engraved, printed or impressed signature of the Secretary, be countersigned manually by a duly authorized transfer agent or co-transfer agent of the stock of the Association and be registered by a duly appointed registrar or co-registrar of the stock of the Association, or (b) be signed manually by the Secretary or by any Assistant Secretary or officer designated as an Authorized Officer of the Association and countersigned by any other Assistant Secretary or officer designated as an Authorized Officer, and, in either case the seal of the Association shall be engraved, printed or impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association by the holder thereof or his attorney, upon surrender of the certificate properly endorsed.

 

Section 3.      Record Date and Closing Transfer Books. The Board of Directors may prescribe a period of not more than thirty days during which no transfer of shares of stock on the books of the Association may be made or in lieu thereof may fix a record date and hour, for the purpose of determining the shareholders entitled to any dividend or distribution, or to notice respecting any meeting of the shareholders or any matter as to which the consent or dissent of shareholders may effectively be expressed without a meeting, and to vote or otherwise act at such meeting or concerning such matter. Any record date thus fixed shall not be prior to the date of declaration of such dividend or distribution or giving notice to the shareholders respecting such meeting or matter, nor shall it be more than thirty days prior to the date fixed for such meeting or expression of such consent or dissent_

 

 

ARTICLE IX
Corporate Seal

 

The Secretary or any Assistant Secretary, or other officer thereunto designated by the Secretary, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form:

 

 

 

ARTICLE X
Miscellaneous Provisions

 

Section 1.      Fiscal Year. The fiscal year of the Association shall be the calendar year.

 

Section 2.      Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents, may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman, the Chief Executive Officer, the President, any Vice Chairman, or any Executive Vice President, or the Chairman Credit Policy Committee, or any Senior Vice President, or the Secretary, or the Chief Auditor, or any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-Laws, or, if in connection with the exercise of any of the fiduciary powers of the Association, by any of said officers or by any Senior Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 2 are supplementary to any other provisions of these By-Laws.

 

Section 3.      Records. The Articles of Association, the By-Laws and the proceedings of all meetings of the shareholders, the Board of Directors, the Executive Committee, and other standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as Secretary of the meeting.

 

 

Section 4.      Banking Hours. The Head Office of the Association and its branch offices shall be open for business on such days and during such hours as the Association shall establish from time to time consistent with applicable law.

 

Section 5.      Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes, the Association has elected to follow the corporate governance procedures contained in the Delaware General Corporation Law.

 

ARTICLE XI
By-Laws

 

Section 1.      Inspection. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours.

 

Section 2.      Amendments. These By-Laws may be amended, altered or repealed, at any meeting of the Board of Directors, by a vote of a majority of the whole number of the directors.

 

Section 3.      Reference to Gender. A reference in these By-Laws to one gender, masculine, feminine, or neuter includes the other two; and the singular includes the plural and vice versa unless the context otherwise requires.

 

 

EXHIBIT 6

 

Section 321(b) Consent

 

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Citibank, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

 

	CITIBANK, N.A.
Dated: June 17, 2022	By:	/s/ William Keenan
	Name: William Keenan
	Title: Vice President

 

EXHIBIT 7

 

REPORT OF CONDITION

 

CITIBANK, N.A.

 

As of the close of business on March 31, 2022

 

ASSETS			Thousands of Dollars
Cash and balances due from depository institutions:			262,923,000
Securities:			473,187,000
Federal funds sold and securities purchased under agreement to resell:			67,340,000
Loans and leases held for sale:			35,623,000
Loans and leases net of unearned income, allowance:			613,298,000
Trading assets			133,880,000
Premises and fixed assets:			12,103,000
Other real estate owned:			23,000
Investments in unconsolidated subsidiaries and associated companies:			5,964,000
Direct and indirect investments in real estate ventures:			0
Intangible assets:			14,474,000
Other assets:			99,193,000
Total Assets:			1,718,008,000
LIABILITIES			Thousands of Dollars
Deposits			1,373,373,000
Federal funds purchased and securities sold under agreements to repurchase			14,460,000
Trading liabilities			54,342,000
Other borrowed money:			41,623,000
Subordinated notes and debentures			12,000,000
Other Liabilities:			57,434,000
Total Liabilities:			1,553,232,000
EQUITY CAPITAL			Thousands of Dollars
Perpetual preferred stock and related surplus			2,100,000
Common Stock			751,000
Surplus:			146,899,000
Retained Earnings:			40,575,000
Accumulated other comprehensive income			-26,150,000
Noncontrolling (minority) interests in consolidated subsidiaries			601,000
Total Equity Capital			164,776,000
Total Liabilities and Equity Capital			1,718,008,000

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

F-3
(Form Type)

 

Santander UK plc
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Debt

Debt Securities

Rule 456(b) and Rule 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

 

(1) The Registrant is registering an indeterminate amount of the securities of each identified class for offer from time to time at indeterminate offering prices. This Registration Statement also covers an undeterminable amount of the registered securities that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrant. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee. Pursuant to Rule 457(q) under the Securities Act, no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by affiliates of the Registrant.

 

(2) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.