ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2020 (the Eleventh 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 Subordinated Indenture, dated as of September 28, 2012 (the Base Indenture, as the same may be amended or supplemented from time to time, including by this Eleventh Supplemental Indenture, the Subordinated Indenture), providing for the issuance from time to time of the Companys subordinated debt securities (herein and therein called the Subordinated Debt Securities), to be issued in one or more series as provided in the Base Indenture;
WHEREAS, Sections 201, 301 and 1101 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 Subordinated Debt Securities;
WHEREAS, the Company has authorized the issuance of $620,555,000 in aggregate principal amount of its 2.638% Subordinated Notes due 2032;
WHEREAS, the Subordinated Notes will be established as a series of Subordinated Debt Securities under the Subordinated Indenture;
WHEREAS, the Company has duly authorized the execution and delivery of this Eleventh Supplemental Indenture to establish the form and terms of the Subordinated Notes; and
WHEREAS, all things necessary have been done to make this Eleventh 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 Subordinated Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Subordinated Notes, as follows:
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101 Relation to Base Indenture.
This Eleventh Supplemental Indenture constitutes a part of the Base Indenture (the provisions of which, as modified by this Eleventh Supplemental Indenture, shall apply to the Subordinated Notes) in respect of the Subordinated Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Subordinated Debt Securities or affects in any manner the terms and conditions of the Subordinated Debt Securities of any other series. For the avoidance of doubt, the First through Tenth Supplemental Indentures to the Base Indenture shall not apply to the Subordinated Notes.