FIFTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2020 (the Fifth Supplemental Indenture), between Citizens Financial Group, Inc., a Delaware corporation (the Company), and The Bank of New York Mellon, a New York banking corporation, as Trustee hereunder (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as trustee, a Senior Indenture, dated as of October 28, 2015 (the Base Indenture, as the same may be amended or supplemented from time to time, including by the First Supplemental Indenture dated as of July 28, 2016, the Second Supplemental Indenture dated as of February 24, 2017, the Third Supplemental Indenture dated as of July 25, 2019, the Fourth Supplemental Indenture dated as of February 6, 2020 and this Fifth Supplemental Indenture, the Senior Indenture), providing for the issuance from time to time of the Companys senior debt securities (herein and therein called the Debt Securities), to be issued in one or more series as provided in the Base Indenture;
WHEREAS, Sections 2.01, 3.01 and 11.01 of the Base Indenture permit the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to provide for the issuance of, and establish the form and terms of, additional series of Debt Securities;
WHEREAS, the Company has authorized the issuance of $750,000,000 in aggregate principal amount of its 3.250% Senior Notes due 2030 (the Senior Notes);
WHEREAS, the Senior Notes will be established as a series of Debt Securities under the Senior Indenture;
WHEREAS, the Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to establish the form and terms of the Senior Notes; and
WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture a valid agreement of the Company, in accordance with its terms;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Senior Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Senior Notes, as follows:
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101 Relation to Base Indenture.
This Fifth Supplemental Indenture constitutes a part of the Base Indenture (the provisions of which, as modified by this Fifth Supplemental Indenture, shall apply to the Senior Notes) in respect of the Senior Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Debt Securities or affects in any manner the terms and conditions of the Debt Securities of any other series.