CHANCE CLIFFORD CHA NCE LLP
CONFORMED COPY
THE GOVERNOR AND COMPANY OF THE BANK OF ENGLAND THE BANK OF NEW YORK, NEW YORK BRANCH THE BANK OF NEW YORK, LONDON BRANCH THE LAW DEBENTURE TRUST CORPORATION P.L.C.
FIRST SUPPLEMENTARY AGENCY AGREEMENT RELATING TO THE DEBT ISSUANCE PROGRAMME
13 March 2008
CONTENTS Clause 1. 2. 3. 4. 5. 6. 7. Page
Definitions And Interpretation..................................................................... 1 Amendments.......................................................................................... 1 Counterparts.......................................................................................... 1 Memorandum On Agency Agreement ........................................................... 2 Governing Law ...................................................................................... 2 Jurisdiction ........................................................................................... 2 Contracts (Rights Of Third Parties) Act 1999 .................................................. 2
THIS FIRST SUPPLEMENTARY AGENCY AGREEMENT is made on 13 March 2008 BETWEEN:
(1)
THE GOVERNOR AND COMPANY OF THE BANK OF ENGLAND (the "Issuer"); THE BANK OF NEW YORK, NEW YORK BRANCH (the "Bank of New York") as registrar (the "Registrar"), as issue agent (the "Issue Agent"), as transfer agent (a "Transfer Agent" and together with the other Transfer Agents, the "Transfer Agents") and as a paying agent (a "Paying Agent" and together with any other Paying Agent, the "Paying Agent"); THE BANK OF NEW YORK, LONDON BRANCH pursuant to the terms of this supplementary agency agreement as Principal Paying Agent for Series 2; and THE LAW DEBENTURE TRUST CORPORATION P.L.C. (the "Trustee", which expression includes, where the context admits, all persons for the time being the trustee or trustees of the Trust Deed).
(2)
(3)
(4)
WHEREAS
(A)
This agreement (the "First Supplementary Agency Agreement") is supplemental to an issue and paying agency agreement dated 8 March 2007 between the Issuer, the Bank of New York and the Trustee (the "Agency Agreement").
NOW THEREFORE THIS SUPPLEMENTARY DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:
1. DEFINITIONS AND INTERPRETATION
To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Agency Agreement shall apply to and be incorporated in this First Supplementary Agency Agreement and any reference herein to a Schedule shall be a reference to a Schedule of the Agency Agreement.
2. AMENDMENTS
The parties hereto agree that for the purposes of the issuance of the second series of Notes under the Programme ("Series 2"), The Bank of New York, London Branch shall be appointed as the Principal Paying Agent in respect of such Series 2.
3. COUNTERPARTS
This First Supplementary Agency Agreement may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereto may execute this First Supplementary Agency Agreement by signing any such counterpart.
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4.
MEMORANDUM ON AGENCY AGREEMENT
A memorandum of the execution of this First Supplementary Agency Agreement shall be endorsed on the Agency Agreement by The Bank of New York, New York Branch and The Bank of New York, London Branch the Trustee and the Issuer.
5. GOVERNING LAW
This First Supplementary Agency Agreement shall be governed by, and construed in accordance with, English law.
6. JURISDICTION
Clause 15.2 of the Agency Agreement shall apply mutatis mutandis hereto.
7.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any provision of this First Supplementary Agency Agreement under the Contracts (Rights of Third Parties) Act 1999. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written.
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SIGNATURES THE GOVERNOR AND COMPANY OF THE BANK OF ENGLAND By: Paul Fisher
THE LAW DEBENTURE TRUST CORPORATION P.L.C. By: Bill Rowland
THE BANK OF NEW YORK, NEW YORK BRANCH By: Mark Elsom Assistant Vice President
THE BANK OF NEW YORK, LONDON BRANCH By: Mark Elsom Assistant Vice President
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