APF and Btender TCs

							                                                                               5 March 2009




                 ASSET PURCHASE FACILITY BTENDER TERMS

1.       INTRODUCTION

1.1      These terms and conditions (the “APF Btender Terms”) set out the terms and
         conditions for use of the Electronic Tendering System by Counterparties in the
         APF. The APF BTender Terms form part of and supplement the APF Terms
         and Conditions.

1.2      These APF Btender Terms are supplemented by the Bank’s Electronic Tender
         System User Guide and the Electronic Tendering System Quick Reference
         Guide, as updated from time to time and available at
         www.bankofengland.co.uk/markets/money/omo/outright_purchases.htm.

1.3      Unless otherwise defined herein, capitalised terms in the APF Btender Terms
         shall have the same meaning as set out in clause 2 (Interpretation) of the APF
         Terms and Conditions.

2        DEFINITIONS

2.1      In these APF Btender Terms, the following terms have the following
         meanings:

APF Btender Terms means these terms and conditions for use of the Electronic
Tendering System by Counterparties in the APF;

APF Terms and Conditions means the Terms and Conditions for Counterparties in
the Bank of England’s Asset Purchase Facility, as amended from time to time, which
are available at www.bankofengland.co.uk/markets/apf/index.htm#terms;

Electronic Tendering System means the Bank’s electronic tendering system which is
made available to Counterparties, also known as “Btender”;

Electronic Tendering System Quick Reference Guide means the Bank’s quick
reference guide to Btender which is available at
www.bankofengland.co.uk/markets/money/omo/outright_purchases.htm;

Electronic Tendering System User Guide means the Bank’s user guide which sets out
detailed instructions on how to use Btender and is available at
www.bankofengland.co.uk/markets/money/omo/outright_purchases.htm;

SWIFT Equipment means the equipment and software used by the Counterparty for
the purposes of sending and receiving SWIFT messages;




LON6559581/4 006940-0985                                                              MIR
SWIFT Keys means the secret cryptographic information which controls the operation
of the SWIFT cryptographic algorithms, used by SWIFT Equipment for sending and
receiving SWIFT messages.

3.       COUNTERPARTY UNDERTAKINGS

3.1   Without limiting clause 7.3 of the APF Terms and Conditions, the
Counterparty undertakes at all times:

(a)      to provide the Bank upon request with a list of all persons who are for the time
         being authorised to send requests, instructions and other communications by
         the Electronic Tendering System relating to Transactions or otherwise relating
         to the matters to which the Documentation relates and with such particulars
         with respect to such persons as may from time to time be specified in the
         Settlement Procedures;

(b)      promptly to provide the Bank with particulars of any change in the persons
         and particulars referred to in paragraph (a) above;

(c)      to ensure that all passwords and other activation data relating to the Electronic
         Tendering System are not easily guessed or predictable and are kept
         confidential and secure in order to prevent their unauthorised use;

(d)      not to use the Electronic Tendering System upon and after becoming aware of
         the occurrence of any significant breach by the Counterparty of its obligations,
         or of any warranty or representation, under these APF Btender Terms and the
         APF Terms and Conditions unless and until the Bank has expressly consented
         to the Counterparty so doing;

(e)      to be responsible for the maintenance of security over the SWIFT Equipment
         acquired or used by the Counterparty for the purposes of sending and
         receiving SWIFT messages to and from the Electronic Tendering System and,
         in the case of any such equipment used or available for use by the
         Counterparty and any other counterparty, to be jointly and severally
         responsible with such other counterparty for the maintenance of security over
         all such equipment;

(f)      to keep its SWIFT Keys secure and protect them against loss, damage,
         modification and unauthorised use; and




LON6559581/4 006940-0985                                                             Page 2
(g)      to comply in all respects with the Electronic Tendering System User Guide in
         so far as its provisions are applicable to the Counterparty and in so far as its
         provisions are applicable to APF operations.

4.       MAKING OFFERS IN THE ELECTRONIC TENDERING SYSTEM

4.1      The Counterparty may cancel or amend any offer using the Electronic
         Tendering System at any point up to the close of the auction. Offers which are
         submitted as at the close of the auction are irrevocable. By submitting an offer
         a Counterparty is, if the offer is accepted by the Bank, committed to entering
         into a transaction up to the amount specified in the offer(s).

5.       DISPUTES

5.1      In the event of a dispute, the Bank may refer to the Electronic Tendering
         System archive (or if appropriate, recordings of telephone conversations).

6.       PROCEDURE IF ELECTRONIC TENDERING SYSTEM IS
         UNAVAILABLE OR COUNTERPARTY HAS TECHNICAL
         PROBLEMS

6.1      If the Electronic Tendering System were not available prior to an auction or
         became unavailable during any auction, the auction may be cancelled. If the
         Electronic Tendering System were to become operational later in the day, the
         auction would be run later on the scheduled day if the Bank determines it is
         able to do so. Counterparties would be given thirty minutes notice of the start
         time via screen announcement.

6.2      If a Counterparty is unable to participate in an auction via the Electronic
         Tendering System due to local technical problems, it may telephone the Bank
         and the Bank may enter offer details manually into the Electronic Tendering
         System. When entering offers on a Counterparty’s behalf, the Bank would
         only be able to do so to the extent practicable in the circumstances, and then
         on the basis of its reasonable endeavours and at the risk of the Counterparty.
         Counterparties offering in this way may only submit one offer per individual
         stock. The Bank would not amend offers received by telephone, but would
         cancel offers, if the request were received before the close of the auction. If
         the number of Counterparties seeking to offer in this way were greater than the
         number the Bank could manage operationally, the auction would be cancelled.
         If the Bank were satisfied that the local technical problems had been resolved,



LON6559581/4 006940-0985                                                            Page 3
         the auction could be run later in the day. Counterparties would be given thirty
         minutes notice of the start time via screen announcement.

7.       BANK’S RIGHT TO SUSPEND THE ELECTRONIC TENDERING
         SYSTEM IN AN EMERGENCY

7.1    The Bank reserves the right to suspend the operation of the Electronic
Tendering System, wholly or partially, or to vary the operational timetable, by reason
of any circumstances whatever beyond the Bank's reasonable control, including
without limitation partial or total failure, malfunction or overload of the Electronic
Tendering System, or any other emergency.

8.       TIMER FACILITY IN THE ELECTRONIC TENDERING SYSTEM

8.1      The Counterparty acknowledges and agrees that the timer facility in the
Electronic Tendering System is provided for the Counterparty’s convenience and the
Bank shall not be liable for the Counterparty’s failure to submit any bid or make any
other communication through the Electronic Tendering System within any deadline
prescribed by the Bank. The time stamp applied to any bid shall be final and binding.

9.       LIMITATION OF LIABILITY

9.1    The Bank and its representatives and agents shall not be liable, save in the case
of wilful default or reckless disregard of the Bank’s obligations, for any liability,
claim, loss, damage or expense of any kind or nature caused directly or indirectly by
the operation by the Bank of the Electronic Tendering System or any part thereof or
any inadequacy thereof for any purposes or any deficiency or defect therein or any
delay in providing or failure to provide the Electronic Tendering System or any
interruption or loss of the Electronic Tendering System or loss of business, loss of
profit or other consequential damage or any damage whatsoever and howsoever
caused (including but without prejudice to the foregoing by reason of machine or
computer malfunction or error and also any suspension or variation pursuant to
clause 7.1).




LON6559581/4 006940-0985                                                           Page 4