Post on 03-Aug-2018
Allen & Overy LLP
0011002-0000993 ICM:19694465.4
EXECUTION VERSION
CANCELLATION DEED
17 JUNE 2014
LLOYDS BANK PLC
as Issuer and a Covered Bond Swap Provider
and
LLOYDS BANK COVERED BONDS (LM) LIMITED
as Liquidation Member
and
LLOYDS BANK COVERED BONDS LLP
as LLP
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Principal Paying Agent
and
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
as Security Trustee and Bond Trustee
0011002-0000993 ICM:19694465.4
CONTENTS
Clause Page
1. Definitions and Interpretation ................................................................................................................ 1 2. Cancellation of the Proposed Cancelled Series 2010-1 Covered Bonds ............................................... 2 3. Repayment of the Intercompany Loan .................................................................................................. 2 4. Amendment OF COVERED BOND SWAP AGREEMENT ............................................................... 2 5. No Default ............................................................................................................................................. 3 6. Variation and Waiver ............................................................................................................................ 3 7. Third Party Rights ................................................................................................................................. 3 8. Entire Agreement................................................................................................................................... 3 9. Counterparts and Severability ............................................................................................................... 3 10. Governing Law ...................................................................................................................................... 3
Signatories .......................................................................................................................................................... 4
0011002-0000993 ICM:19694465.4 1
THIS CANCELLATION DEED is made as a DEED on 17 June 2014
BETWEEN:
1. LLOYDS BANK PLC (registered number 2065), a public limited company incorporated under the
laws of England and Wales, whose registered office is at 25 Gresham Street, London EC2V 7HN
(the Issuer and a Covered Bond Swap Provider);
2. LLOYDS BANK COVERED BONDS (LM) LIMITED (registered number 06696578), a limited
company incorporated under the laws of England and Wales, whose registered office is at 35 Great
St. Helen's, London EC3A 6AP (the Liquidation Member);
3. LLOYDS BANK COVERED BONDS LLP (registered number OC340094), a limited liability
partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000
whose registered office is at 35 Great St. Helen's, London EC3A 6AP (the LLP);
4. THE BANK OF NEW YORK MELLON, LONDON BRANCH, whose registered office is at
One Canada Square, London E14 5AL (the Principal Paying Agent); and
5. BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (registered number
02631386), whose registered office is at One Canada Square, London E14 5AL (the Security
Trustee and Bond Trustee).
WHEREAS:
(A) Pursuant to its €60 billion Covered Bond Programme (the Programme), the Issuer issued, amongst
others, on 17 March 2010, the €1,500,000,000 Series 2010-1 Fixed Rate Covered Bonds due 2015
with ISIN number XS0482808465 (the Series 2010-1 Covered Bonds).
(B) In accordance with the terms of the Intercompany Loan Agreement, the Sterling Equivalent of the
proceeds of the Series 2010-1 Covered Bonds were applied by the Issuer to make a corresponding
Term Advance to the LLP to enable it to purchase sufficient Loans in order to meet its obligations
under the LLP Deed in relation to the Series 2010-1 Covered Bonds.
(C) As of the date of this Deed, the Issuer holds €623,870,000 of the aggregate Principal Amount
Outstanding of the Series 2010-1 Covered Bonds and wishes to cancel €623,870,000 in aggregate
Principal Amount Outstanding of the Series 2010-1 Covered Bonds (the Proposed Cancelled Series
2010-1 Covered Bonds) in accordance with the terms of the Transaction Documents.
(D) As of the date of this Deed, Lloyds Bank plc as a Covered Bond Swap Provider, the Security Trustee
and the LLP have entered into a Covered Bond Swap in respect of the Series 2010-1 Covered Bonds
as evidenced by the terms of a confirmation dated 17 March 2010 (the Confirmation). Lloyds Bank
plc as a Covered Bond Swap Provider, the Security Trustee and the LLP have agreed to amend and
restate the Confirmation in the form set out in Annex 1 to this Deed.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The master definitions and construction agreement made between, amongst others, the parties to this
Deed on 20 October 2008, as amended and restated on 11 January 2010, 8 November 2010, 20 April
2012 and 7 June 2013 (as the same may be amended, restated, supplemented, replaced and/or
novated from time to time) (the Master Definitions and Construction Agreement) is expressly and
0011002-0000993 ICM:19694465.4 2
specifically incorporated into this Deed and, accordingly, the expressions defined in the Master
Definitions and Construction Agreement shall, except where the context otherwise requires and save
where otherwise defined herein, have the same meanings in this Deed, including the recitals hereto
and this Deed shall be construed in accordance with the interpretation provisions set out in clause 2
(Interpretation and Construction) of the Master Definitions and Construction Agreement.
2. CANCELLATION OF THE PROPOSED CANCELLED SERIES 2010-1 COVERED BONDS
2.1 In accordance with Conditions 6.9 (Purchases) and 6.10 (Cancellation), the Issuer hereby exercises
its right to cancel the Proposed Cancelled Series 2010-1 Covered Bonds and hereby surrenders to the
Principal Paying Agent the Proposed Cancelled Series 2010-1 Covered Bonds for cancellation (the
Cancellation). The Issuer confirms that it is the beneficial owner of the Proposed Cancelled Series
2010-1 Covered Bonds. The Cancellation will become effective on the date this Deed is executed.
2.2 The Issuer shall instruct the Clearing Systems to cancel the Proposed Cancelled Series 2010-1
Covered Bonds, and shall take any other steps required to effect the Cancellation.
2.3 In accordance with Clause 2.1 above and the provisions of the Agency Agreement, the Principal
Paying Agent agrees to cancel the Proposed Cancelled Series 2010-1 Covered Bonds and take all
further action as required by the Agency Agreement in respect of the Cancellation or as otherwise
required.
2.4 For the avoidance of doubt, the Issuer shall not be required to pay any amounts in respect of accrued
interest in relation to the Proposed Cancelled Series 2010-1 Covered Bonds.
3. REPAYMENT OF THE INTERCOMPANY LOAN
3.1 Following the Cancellation and in accordance with Clause 7.3(e) (Discharge of the LLP's
obligations under this Agreement) of the Intercompany Loan Agreement, the Term Advance
corresponding to the Proposed Cancelled Series 2010-1 Covered Bonds being an amount equal to
£568,345,570, being the Sterling Equivalent of the portion of the outstanding principal amount of the
Term Advance funded by the Series 2010-1 Covered Bonds shall be discharged in consideration of
(a) the corresponding reduction in exposure of the LLP under the Covered Bond Guarantee and (b)
the increase in the Capital Contribution Balance of the Seller in the LLP in accordance with Clause
3.2 below.
3.2 The parties to this Deed hereby acknowledge that the effect of Clause 3.1 will result in an increase in
the Capital Contribution Balance of the Seller in the LLP.
4. AMENDMENT OF COVERED BOND SWAP AGREEMENT
4.1 Lloyds Bank plc as a Covered Bond Swap Provider, the Security Trustee and the LLP hereby agree
that, with effect from the date of this Deed, the Confirmation is hereby amended and restated in the
form set out in Annex 1 to this Deed (the Amended Series 2010-1 Covered Bond Swap
Confirmation).
4.2 Notwithstanding anything to the contrary in this Agreement, Lloyds Bank plc as a Covered Bond
Swap Provider and the LLP hereby agree that the purchase and Cancellation of the Proposed
Cancelled Series 2010-1 Covered Bonds has not and will not cause an Additional Termination
Event, as described at part 1(h)(v) (Purchase and Cancellation of the Covered Bonds) of the schedule
to the Covered Bond Swap Agreement entered into by them in relation to the Series 2010-1 Covered
Bonds, to occur.
0011002-0000993 ICM:19694465.4 3
5. NO DEFAULT
This Deed, being signed by the Issuer and a member of the LLP Management Board of the LLP,
constitutes a certificate that there is no Issuer Event of Default, LLP Event of Default, Potential
Issuer Event of Default or Potential LLP Event of Default outstanding at the date of this Deed or will
occur as a result of the terms of this Deed.
6. VARIATION AND WAIVER
No variation, waiver or novation of this Deed shall be effective unless it is in writing and executed
by (or by some person duly authorised by) each of the parties hereto. No single or partial exercise
of, or failure or delay in exercising, any right under this Deed shall constitute a wavier or preclude
any other or further exercise of that or any other right.
7. THIRD PARTY RIGHTS
A person who is not a party to this Deed may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999.
8. ENTIRE AGREEMENT
This Deed constitutes the entire agreement and understanding between the parties in relation to the
subject matter hereof and cancels and replaces any other agreement or understanding in relation
thereto.
9. COUNTERPARTS AND SEVERABILITY
9.1 This Deed may be executed in any number of counterparts (manually or by facsimile) and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the same instrument.
9.2 Where any provision in or obligation under this Deed shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations under
this Deed, or of such provision or obligation in any other jurisdiction, shall not be affected or
impaired thereby.
10. GOVERNING LAW
10.1 This Deed and any non-contractual obligations arising out of or in connection with it shall be
governed by and construed in accordance with English law.
10.2 Each party to this Deed hereby irrevocably submits to the exclusive jurisdiction of the English courts
in any action or proceeding arising out of or relating to this Deed (including a dispute relating to any
non-contractual obligations arising out of or relating to this Deed), and hereby irrevocably agrees
that all claims in respect of such action or proceeding may be heard and determined by such courts.
Each party to this Deed hereby irrevocably waives, to the fullest extent it may possibly do so, any
defence or claim that the English courts are an inconvenient forum for the maintenance or hearing of
such action or proceeding.
SIGNATORIES
EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as the Issuer acting by its attorney in the prese:.;..on_.....__
Witness:
Name: GrAP--Y STA•NE:S
Address: lo ~£.6\-f/IH scf!.f£-s t.of'J~N
) ) ) ) )
EXECUTED as a DEED by )
LLOYDS BANK COVERED BONDS (LM) ) UMITm ) in its capacity as Liquidation Member ) acting by two Directors being )
SFM Directors Limited:
SFM Directors (No. 2) Limited:
EXECUTED as a DEED by LLOYDS BANK COVERED BONDS LLP acting by its attorney in the presence of / ___
Witness: ~
Name: CA."'" .. /t~--1J, ¥]1.. Address: ;c ( 'Eft.4f1/J{ S'i'I"!:..E •-;-
EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as a Covered Bond Swap Provider acting by its attorney in the --~,..,.......J:
0011002-0000993 ICM:19694465.4 4
)
) ) ) ) )
SIGNATORIES
EXECUTED as a DEED by LLOYDS BANK PLC in its capacity as the Issuer acting by its attorney in the presence of
Witness:
Name:
Address:
EXECUTED as a DEED by
LLOYDS BANK COVERED BONDS (LM) LIMITED in its capacity as Liquidation Member acting by two Directors being
SFM Directors Limited:
SFM Directors (No. 2) Limited:
) ) ) ) )
)
) ) ) ) )
EXECUTED as a DEED by ) LLOYDS BANK COVERED BONDS LLP ) acting by its attorney ) in the presence of )
Witness:
Name:
Address:
EXECUTED as a DEED by ) LLOYDSBANKPLC ) in its capacity as a Covered Bond Swap Provider ) acting by its attorney ) in the presence of )
Witness:
Name:
Address:
0011002-0000993 ICM:19694465.4 4
EXECUTED as a DEED by ) BNY MELLON CORPORATE SERVICES LIMITED
TRUSTEE )
as Bond Trustee and Security Trustee acting by two of its lawful Attorneys
Attorney:
Witness Name:
Signature:
Address: · The Bank of New York Mellon One Canada Square London E 14 SAL
EXECUTED as a DEED by THE BANK OF NEW YORK MELLON, LONDON BRANCH as Principal Paying Agent acting by its duly authorised signatory
Adrlre~~ .
0011002-0000993 ICM:19694465.4 5
) ) )
)
).@:x, ) )
Pau\.Townsend A~nthorised Signatory
0011002-0000993 ICM:19694465.4 6
ANNEX 1
AMENDMENTS TO THE SERIES 2010-1 COVERED BOND SWAP CONFIRMATION
EXECUTION VERSION
Covered Bond Swap
Series 2010-1
0011002-0000993 ICM:19722743.4 1
Covered Bond Swap Confirmation
From: Lloyds Bank plc (formerly Lloyds TSB Bank plc) (Party A)
10 Gresham Street
London EC2V 7AE
To: Lloyds Bank Covered Bonds LLP (formerly Lloyds TSB Covered Bonds LLP) (Party B)
35 Great St. Helen's
London EC3A 6AP
Attn: The Directors
Cc: BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services
Limited) (the Security Trustee)
One Canada Square
London E14 5AL
Attn: Trustee Administration Manager
17 June 2014
Re: Confirmation – Covered Bond Swap (re Series 2010-1)
Dear Sir or Madam,
The purpose of this letter (the "Confirmation") is to amend and restate, with effect from 17 June 2014, the
terms and conditions of the Swap Transaction entered into between Party A and Party B on the Trade Date
specified below and previously confirmed in a Confirmation dated 17 March 2010 (the "Original
Confirmation"). This amended and restated Confirmation shall be effective from the date hereof, without
prejudice to any payment made pursuant to the terms of the Original Confirmation prior hereto. This
Confirmation constitutes a "Confirmation" as referred to in, and supplements, forms part of, and is subject
to, the 1992 ISDA Master Agreement (Multicurrency – Cross Border) dated as of 17 March 2010 (identified
on page 1 thereof as the "Covered Bonds ISDA Master Agreement - Series 2010-1" ISDA Master
Agreement), as amended and supplemented from time to time, between Party A, Party B and the Security
Trustee (the "Agreement"). All provisions contained in the Agreement shall govern this Confirmation
except as expressly modified below.
The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International
Swaps and Derivatives Association, Inc.) (the "Definitions") and the Master Definitions And Construction
Agreement dated 20 October 2008 (as amended and supplemented from time to time) (the "Master
Definitions") are incorporated into this Confirmation. In the event of any inconsistency between any of the
following, the first listed shall govern: (i) this Confirmation; (ii) the Master Definitions; and (iii) the
Definitions. For the purposes of the Definitions, references herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction".
The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: 17 March 2010.
Effective Date: 17 March 2010.
Termination Date: The Final Maturity Date, subject to adjustment in
accordance with the Additional Provisions (as set out
0011002-0000993 ICM:19722743.4 2
below), and in any event the Termination Date shall not be
later than 17 March 2016 (the Extended Due for Payment
Date) subject to adjustment in accordance with the
applicable Business Day Convention.
Final Maturity Date: 17 March 2015, subject to adjustment in accordance with
the applicable Business Day Convention.
Covered Bonds: EUR 1,500,000,000 Series 2010-1 3.375% Covered Bonds
due 2015 issued on the Effective Date hereof.
Covered Bond Swap Rate: 0.911 (GBP 0.911: EUR 1).
Business Days: London and TARGET2.
Business Day Convention: (i) For any date falling in the period from, and
including the Effective Date to, and including, the
Final Maturity Date, Following; and
(ii) for any date falling in the period from, but
excluding, the Final Maturity Date to, and
including, the Termination Date, Modified
Following.
Party A Fixed Amounts:
Party A Fixed Currency
Amount:
In respect of each Party A Fixed Calculation Period ending
on or before 17 March 2014, EUR 1,500,000,000 and
thereafter, EUR 876,130,000.
Party A Fixed Payment Dates: 17 March of each year from, and including, 17 March
2011, to and including, the Final Maturity Date, subject to
adjustment in accordance with the applicable Business Day
Convention.
Party A Fixed Period End
Dates:
17 March of each year from and including 17 March 2011,
to and including, the Final Maturity Date, with No
Adjustment.
Party A Fixed Calculation
Period:
Has the meaning given to it in Section 4.13 of the
Definitions subject to the following amendments: (i) "(a)"
shall be deleted in the third line thereof and (ii) the words
"and (b) the final Calculation Period for the party will end
on, but exclude, the Termination Date" in the fourth line
thereof shall be deleted.
Fixed Rate: 3.375 per cent. per annum.
Fixed Rate Day Count Fraction: Actual/Actual (ICMA).
Party A Floating Amounts:
Party A Floating Currency
Amount:
In respect of each Party A Floating Calculation Period, the
Principal Amount Outstanding of the Covered Bonds on
the first day of such Party A Floating Calculation Period
0011002-0000993 ICM:19722743.4 3
(after taking into account any redemption of the Covered
Bonds on such day).
Party A Floating Payment
Dates:
Provided that no Redemption Notice (as defined below)
has been delivered confirming that the Covered Bonds are
redeemable in full on a Final Exchange Date on or before
the Extension Determination Date (as defined below), the
17th calendar day of each month from, but excluding, the
Final Maturity Date to, and including, the Termination
Date, subject to adjustment in accordance with the
applicable Business Day Convention.
Party A Floating Calculation
Periods:
Each period (if any) from, and including, each Party A
Floating Payment Date to, but excluding, the next Party A
Floating Payment Date, except that (a) the initial Party A
Floating Calculation Period will commence on, and
include, the Final Maturity Date and (b) the final Party A
Floating Calculation Period will end on, but exclude, the
Termination Date.
Party A Floating Rate Option: EUR-EURIBOR-Reuters.
Designated Maturity: 1 month.
Spread: 0.95 per cent. per annum.
Party A Floating Rate Day
Count Fraction:
Actual/360.
Reset Dates: The first day of each Party A Floating Calculation Period.
Party B Floating Amounts:
Party B Currency Amount: In respect of each Party B Calculation Period ending on or
before the Party B Payment Date in June 2014, GBP
1,366,500,000.
In respect of each Party B Calculation Period thereafter,
the Sterling equivalent of the Party A Fixed Currency
Amount (or the Party A Floating Currency Amount, as the
case may be) on the first day of such Party B Calculation
Period converted by reference to the Covered Bond Swap
Rate.
Party B Payment Dates: The 17th calendar day of each month from and including
17 April 2010, to, and including, the Termination Date, in
each case subject to adjustment in accordance with the
applicable Business Day Convention.
Party B Calculation Periods: Each period from, and including, each Party B Payment
Date to, but excluding the next Party B Payment Date
during the Term of the Transaction, except that (a) the
initial Party B Calculation Period will commence on, and
include, the Effective Date and end on, but exclude, 17
April 2010 and (b) the final Party B Calculation Period
0011002-0000993 ICM:19722743.4 4
shall end on, but exclude, the Termination Date.
Party B Floating Rate Option: GBP-LIBOR-BBA
Designated Maturity: 1 month.
Spread: 0.95 per cent per annum.
Party B Floating Rate Day
Count Fraction:
Actual/365 (Fixed).
Reset Dates: The first day of each Party B Calculation Period.
Initial Exchanges:
Initial Exchange Date: Effective Date
Party A Initial Exchange
Amount:
GBP 1,366,500,000.
Party B Initial Exchange
Amount:
EUR 1,500,000,000.
Final Exchanges:
Final Exchange Date: (i) The Final Maturity Date in respect of the Covered
Bonds, (ii) each Business Day during the period (if any)
commencing on, but excluding, the Final Maturity Date to,
and including the Extension Determination Date (if any and
as defined below), (iii) the 17th day of each month from,
but excluding, the Extension Determination Date (if any
and as defined below) to, but excluding, the Extended Due
for Payment Date (if any), subject to adjustment in
accordance with the Business Day Convention and (iv) the
Extended Due for Payment Date (if any), subject to
adjustment in accordance with the Business Day
Convention, provided that, if at any time a Redemption
Notice (as defined below) is given confirming that the
Covered Bonds then outstanding are redeemable in full on
a Final Exchange Date, that Final Exchange Date will be
the last Final Exchange Date.
Extension Determination Date means the date falling two
Business Days after the expiry of fourteen calendar days
from, and including, the Final Maturity Date.
Party A Final Exchange
Amounts:
In respect of each Final Exchange Date, the Euro
equivalent of the relevant Party B Final Exchange Amount
converted by reference to the Covered Bond Swap Rate.
Party B Final Exchange
Amounts:
In respect of each Final Exchange Date, the relevant
Redemption Notice Amount (as defined below), if any.
Additional Payment: Notwithstanding Section 2(a)(iii)(2) (but without prejudice
to Section 2(a)(iii)(1)) and Section 6(c) of the Agreement,
0011002-0000993 ICM:19722743.4 5
in the event that an Early Termination Date occurs in
respect of the Transaction evidenced by this Confirmation
as a result of an Additional Termination Event pursuant to
Part 1(h)(iv) or (v) of the Schedule to the Agreement, then
on that Early Termination Date:
(i) Party A will pay to Party B an amount in Euro equal to
the Principal Amount Outstanding of the Covered Bonds to
be redeemed in whole pursuant to Conditions 6.2
(Redemption for taxation reasons) or 6.5 (Redemption due
to illegality or invalidity); or to be purchased and
surrendered for cancellation in whole or in part pursuant to
Condition 6.9 (Purchases) of the Covered Bonds (the Party
A Early Redemption Amount); and
(ii) Party B will pay to Party A an amount in Sterling equal
to the Party A Early Redemption Amount, converted by
reference to the Covered Bond Swap Rate.
To the extent that, in respect of any payments described in
(i) and (ii) above, Party B makes only a partial payment (or
fails to make a full payment) of the amount due to Party A
under (ii) above, then Party A shall reduce its
corresponding payment to Party B under (i) above by the
same percentage reduction, and shall have no other
obligation to Party B in respect of such payment
notwithstanding Part 5(x) of the Schedule to the
Agreement. For the avoidance of doubt, an amount
calculated pursuant to Section 6(e) of the Agreement will
also be due between the parties as a result of such Early
Termination Date. For the purposes of Section 6(e) of the
Agreement, when obtaining quotations from Reference
Market-makers, such quotations shall be given on the basis
that the terms of this Transaction (or portion thereof) do not
include this Paragraph 3, but the quoting Reference Market-
makers will be asked to increase or decrease quotations by an
amount they determine to be the net value of the payments
described in (i) and (ii) above which are actually made by the
parties so that the amount payable under Section 6(e) by the
party to whom such net value is positive will be increased or
the amount payable to such party under Section 6(e) will be
decreased (or, for the avoidance of doubt, will be decreased
to such an extent that an amount will be payable by such
party under Section 6(e)).
0011002-0000993 ICM:19722743.4 6
Additional Provisions: Party B, or the Cash Manager acting on Party B’s behalf,
shall notify Party A of the amount of principal payments to
be made on the Covered Bonds on each Final Exchange
Date (for purposes of calculating payment of any Final
Exchange Amounts). Such notification may be made in
respect of a Final Exchange Date by receipt by Party A of
written confirmation from Party B, or the Cash Manager
acting on Party B’s behalf, of an irrevocable payment
instruction to a bank from Party B to make a payment to
Party A in an amount in Sterling corresponding to the
Principal Amounts Outstanding of the Covered Bonds to
be redeemed on such Final Exchange Date converted by
Party B by reference to the Covered Bond Swap Rate on or
prior to 5:00 p.m., London time, two Business Days prior
to such Final Exchange Date (a Redemption Notice, and
the Sterling amount specified in the written confirmation
delivered to Party A, the Redemption Notice Amount).
If Party A does not receive a Redemption Notice with
respect to any Final Exchange Date, then the parties will
not be required to pay any Final Exchange Amounts on
such Final Exchange Date. In addition, if Party A does not
receive a Redemption Notice confirming that the Covered
Bonds are redeemable in full on the Final Maturity Date
(and the Covered Bonds are not redeemed in full on or
prior to the Extension Determination Date): (i) the
Termination Date for this Transaction shall be deemed to
be the Final Exchange Date in respect of which a
Redemption Notice is given and, taking into account such
Redemption Notice and each other Redemption Notice, the
sum of all Redemption Notice Amounts equals GBP
798,154,430 (previously this amount being, as evidenced
by the Original Confirmation, an amount equal to the Party
A Initial Exchange Amount); (ii) for the avoidance of
doubt, Party A's obligation to pay Party A Fixed Amounts
shall cease from, but excluding, the Final Maturity Date
and Party A shall from, but excluding, such date be obliged
to pay the Party A Floating Amounts to Party B; (iii) for
the avoidance of doubt, Party B shall be obliged to continue
to pay the Party B Floating Amounts; and (iv) the final
Party A Floating Calculation Period and the final Party B
Calculation Period shall end on, but exclude, the
Termination Date. Without prejudice to the generality of
the above provisions, Party B, or the Cash Manager acting
on Party B's behalf, shall notify Party A at least two
Business Days prior to the Final Maturity Date whether or
not the Covered Bonds will be redeemed (in whole or in
part) on the Final Maturity Date and, if they will not be,
whether or not the Covered Bonds will be redeemed (in
whole or in part) on or prior to the Extension
Determination Date.
If on the Extended Due for Payment Date the sum of all
Redemption Notice Amounts specified in Redemption
Notices delivered to Party A on or prior to such date is less
0011002-0000993 ICM:19722743.4 7
than GBP 798,154,430 (previously this amount being, as
evidenced by the Original Confirmation, an amount equal
to the Party A Initial Exchange Amount) (such difference,
the Redemption Shortfall), then on the Extended Due for
Payment Date:
(i) Party B will pay to Party A an amount in Sterling
equal to the Redemption Shortfall; and
(ii) Party A will pay the EUR equivalent of the amount
paid by Party B in accordance with (i) above,
converted at the Covered Bond Swap Rate.
For purposes of calculating any amount due under Section
6(e) of the Agreement in respect of an Early Termination
Date that occurs during the period from, but excluding, the
Final Maturity Date to, and including, the Extension
Determination Date, the Termination Date shall be deemed
to be the Final Maturity Date, unless Party B or the Cash
Manager has determined as of that date that Party B has
insufficient funds to pay the Guaranteed Amounts in
respect of the Covered Bonds, in which case the
Termination Date shall be deemed to be the Extended Due
for Payment Date (subject as provided above).
Party B agrees as soon as reasonably practicable after a
Redemption Notice has been given to advise Party A by
telephone (or email if provided in the notice details below)
of the fact of such Redemption Notice; provided, however,
that the failure by Party B, or the Cash Manager acting on
Party B’s behalf, to do so shall not affect the validity of any
Redemption Notice under the Transaction evidenced by
this Confirmation.
Account Details:
Account for payments to Party A in GBP:
Bank:
Sort Code:
Account Number:
For onward credit
to:
Lloyds Bank Plc., Financial Markets, London
30-15-57
00001933
GBSMC CURR GBP 000 TSYLN
0011002-0000993 ICM:19722743.4 8
Account for payments to Party A in EUR:
To be provided by Party A.
Account for payments to Party B in GBP:
Bank:
Sort Code:
Account Number:
Account Name:
Attention:
Reference:
Lloyds Bank plc
30-00-02
0582803
Lloyds Bank Covered Bonds LLP Transaction account
Kerry Regan
Euro currency swap
Account for payments to Party B in EUR:
To be provided by Party B.
Contact Details
for notices
Party A Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
Attention: David Marshall, Group Corporate Treasury
Facsimile: 020 7158 3277
With a copy to:
Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
Attention: Director, Asset Backed Solutions – Retail Securitisation
Facsimile: +44 (0)20 7158 3247
and
Lloyds Bank plc
Barnett Way
Gloucester
GL4 3RL
Attention: Covered Bonds Manager
Facsimile: +44 (0)1452 373 762
Party B
Lloyds Bank Covered Bonds LLP
35 Great St. Helen's
London EC3A 6AP
Attention: The Directors
Facsimile: +44 (0)20 7398 6325
0011002-0000993 ICM:19722743.4 9
With a copy to: The Security Trustee
Address: BNY Mellon Corporate Trustee Services Limited
One Canada Square
London E14 5AL
Attention: Trustee Administration Manager
Facsimile: +44 (0)20 7964 4637
0011002-0000993 ICM:19722743.4 10
Confirmation
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us. We are delighted to have executed this Transaction with you and look
forward to working with you again.
Time of trading is available upon request.
Yours sincerely,
LLOYDS BANK PLC
By: _____________________________________
Name:
Title:
Date
Confirmed as of the date first written above:
Executed and delivered by
LLOYDS BANK COVERED BONDS LLP
By:______________________________________ Name:
Title:
Date:
By:______________________________________ Name:
Title:
Date:
Acknowledged by
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
SIGNED for and on behalf of
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
By:______________________________________ Name:
Title:
Date: