CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Offered
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Maximum Aggregate
Offering Price
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Amount of Registration
Fee(1)
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Debt Securities
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$729,000.00
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$99.43
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Guarantee of Debt Securities
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–
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–(2)
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Total
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$729,000.00
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$99.43
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(1)
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Calculated in accordance with Rule 457(r)
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(2)
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Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee
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Pricing Supplement No. 102
(To Prospectus Supplement dated November 25, 2011
and Prospectus dated December 22, 2010)
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Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-167844 and 333-167844-01
April 22, 2013
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 Lloyds TSB Bank plc
fully and unconditionally guaranteed by
Lloyds Banking Group plc
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US$729,000
FLOATING RATE NOTES DUE APRIL 25, 2023 (the “Notes”)
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Principal Amount:
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US$729,000
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Issuer:
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Lloyds TSB Bank plc (“Lloyds Bank”)
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Maturity Date
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April 25, 2023
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Guarantor:
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Lloyds Banking Group plc (“LBG”)
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CUSIP:
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53944XED3
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Denominations:
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Minimum denominations of US$1,000 and integral multiples of US$1,000 thereafter.
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ISIN:
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US53944XED30
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Offering Dates:
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April 15, 2013, through April 22, 2013
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Interest Payment Frequency:
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Quarterly
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Trade Date:
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April 22, 2013
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Business Days:
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New York, London
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Issue Date:
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April 25, 2013
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Survivor’s Option:
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Applicable
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Reference Rate:
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3-month USD LIBOR
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Spread:
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1.00% per annum
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Interest Rate:
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For each Interest Period commencing on or after the Issue Date, to but excluding the Maturity Date: the interest rate per annum will be equal to the Reference Rate plus the Spread.
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Interest Payment Dates:
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Quarterly, payable in arrears on the 25th of every January, April, July and October, commencing on July 25, 2013 and ending on the Maturity Date or the Survivor’s Option Payment Date, if applicable. For additional information see “Description of the Notes and the Guarantees – Payment of Principal, interest, and Other Amounts Due” starting on page S-10 in the accompanying prospectus supplement.
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Redemption Information:
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Non-Callable
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Selling Agent:
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Barclays Capital, Inc.
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(Terms continued on following page)
Any payments due on the Notes, including any repayment of principal, will be subject to the creditworthiness of Lloyds Bank, as the Issuer, and LBG, as the Guarantor of the Issuer’s obligations under the Notes.
LBG and Lloyds Bank have filed a registration statement with the SEC for the offering to which this pricing supplement relates. Before you invest, you should read this pricing supplement together with the prospectus dated December 22, 2010 (the “prospectus”) in that registration statement and other documents, including the more detailed information contained in the prospectus supplement dated November 25, 2011 (the “prospectus supplement”), that LBG and Lloyds Bank have filed with the SEC for more complete information about LBG and Lloyds Bank and this offering. You may access these documents on the SEC website at.www.sec.gov. LBG’s Central Index Key, or CIK, on the SEC website is 1160106 and Lloyds Bank’s CIK on the SEC website is 1167831. The prospectus supplement and the prospectus may be accessed as follows (or if such address has changed, by reviewing LBG’s and Lloyds Bank’s filings for the relevant date on the SEC website):
· prospectus supplement dated November 25, 2011 and prospectus dated December 22, 2010:
Investing in the Notes involves significant risks. See “Risk Factors” beginning on page S-3 of the accompanying prospectus supplement and “Risk Factors” beginning on page PS-2 of this pricing supplement.
The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
None of the Securities and Exchange Commission, any state securities commission and any other regulatory body has approved or disapproved of these Notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to Public (1) (2)
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Selling Agent’s Commission (3)
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Proceeds to Lloyds TSB Bank plc (4)
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Per Note
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At variable prices
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$12.50
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$987.50
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Total
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At variable prices
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$9,112.50
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$719,887.50
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(1)
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The Notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may be at prevailing market prices, at prices related to such prevailing prices, or at negotiated prices; provided, however, that such price will not be less than $987.50 per $1,000.00 principal amount of the Notes or more than $1,000.00 per $1,000.00 principal amount of the Notes. See “Risk Factors—The price you pay for the Notes may be higher than the prices other investors pay for the Notes.” on page PS-3 of this pricing supplement.
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(2)
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The proceeds you might expect to receive if you were able to resell the Notes on the Issue Date are expected to be less than the price you pay for the Notes. This is because the price you pay for the Notes includes the Selling Agent’s commission set forth above and also reflects certain hedging costs associated with the Notes. For additional information, see “Risk Factors — The issue price of the Notes has certain built-in costs, including the Selling Agent’s commission and our cost of hedging, both of which are expected to be reflected in secondary market prices” on page S-3 of the accompanying prospectus supplement. The price you pay for the Notes also does not include fees that you may be charged if you buy the Notes through your registered investment advisers for managed fee-based accounts.
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(3)
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The Selling Agent will receive commissions from the Issuer of up to $12.50 per $1,000.00 principal amount of the Notes, or up to $9,112.50 of the aggregate principal amount of the Notes, and may retain all or a portion of these commissions or use all or a portion of these commissions to pay selling concessions or fees to other dealers. See “Supplemental Plan of Distribution” on page S-26 of the accompanying prospectus supplement.
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(4)
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The Issuer will receive proceeds of $987.50 per $1,000.00 principal amount of the Notes, or $719,887.50 of the aggregate principal amount of the Notes. See “Supplemental Plan of Distribution” on page S-26 of the accompanying prospectus supplement.
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April 22, 2013
(Terms continued from preceding page)
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Day Count Convention:
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Actual/360. For each Interest Period, the amount of interest payable per $1,000 principal amount of the Notes will be equal to (a) the product of (i) $1,000, (ii) the applicable interest rate and (iii) the actual number of days in such Interest Period, divided by (b) 360.
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Business Day Convention:
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Modified Following, Adjusted. If any Interest Payment Date or Survivor’s Option Payment Date or the Maturity Date would otherwise be a day that is not a Business Day, such Interest Payment Date or Survivor’s Option Payment Date or the Maturity Date, as applicable, will be postponed to the next succeeding day that is a Business Day, provided if such succeeding Business Day falls in the next succeeding calendar month, such Interest Payment Date or Survivor’s Option Payment Date, or the Maturity Date, as applicable, will be the Business Day immediately preceding such originally scheduled Interest Payment Date or Survivor’s Option Payment Date or the Maturity Date. If an Interest Payment Date or Survivor’s Option Payment Date or the Maturity Date falls on a day that is not a Business Day, then any amount of interest payable on such Interest Payment Date, Survivor’s Option Payment Date or Maturity Date will be adjusted to reflect the longer or shorter Interest Period.
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Interest Period:
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The initial Interest Period will begin on, and include, the Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment Date for the immediately preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final Interest Period will end on, but exclude, the Maturity Date (or the Survivor’s Option Payment Date, if applicable).
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Interest Reset Dates:
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For each Interest Period, the Interest Payment Date for the preceding Interest Period (and for the initial Interest Period, the Issue Date). The Interest Rate applicable to an Interest Period shall be the Interest Rate determined with respect to the Interest Determination Date immediately preceding such Interest Reset Date provided the Interest Rate applicable to the initial Interest Period shall be determined with respect to the date that is 2 USD LIBOR Business Days prior to the Issue Date.
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Interest Determination Dates:
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2 USD LIBOR Business Days prior to the relevant Interest Reset Date
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USD LIBOR Business Day:
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Any day that is a Monday, Tuesday, Wednesday, Thursday or Friday and on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market.
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Survivor’s Option Payment Dates:
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Subject to limitations, each February 15 and August 15 of each calendar year. See “Risk Factors — Any Survivor’s Option may be limited in amount, and any repayments made with respect to the exercise of a Survivor’s Option will not be made immediately” and “Description of the Survivor’s Option” starting on page S-6 and page S-17, respectively, in the accompanying prospectus supplement.
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Settlement:
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DTC; Book-entry; Transferable
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Listing:
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The Notes will not be listed on any U.S. securities exchange or quotation system.
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Calculation Agent:
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Barclays Bank PLC
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3-month USD LIBOR:
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The 3-month USD LIBOR rate, as reported on Reuters Page LIBOR01 or any successor page as of 11:00 a.m. London time, on the relevant Interest Determination Date.
If such rate does not appear on the Reuters Page LIBOR01 on such Interest Determination Date, then the Calculation Agent will request the principal London offices of each of four major reference banks (which may include the Selling Agent or its affiliates) in the London interbank market, as selected by the Calculation Agent (after consultation with us), to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for a three-month period commencing on the first day of each Interest Period, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative of a single transaction in U.S. dollars in that market at such time. If at least two quotations are so provided, then the 3-month USD LIBOR rate determined on such Interest Determination Date will be the arithmetic mean of such quotations.
If fewer than two such quotations are so provided, then the 3-month USD LIBOR rate on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York, New York on such Interest Determination Date by three major banks (which may include the Selling Agent or its affiliates) in New York, New York selected by the Calculation Agent (after consultation with us) for loans in U.S. dollars to leading European banks, having a three-month maturity, commencing on the first day of each Interest Period and in a principal amount that is representative of a single transaction in U.S. dollars in that market at such time.
If the banks so selected by the Calculation Agent are not quoting as set forth above, the 3-month USD LIBOR rate on such Interest Determination Date will be the 3-month USD LIBOR rate in effect on such Interest Determination Date.
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Rounding Convention:
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All U.S. dollar amounts used in or resulting from any calculation on the Notes will be rounded to the nearest cent. All percentages resulting from any calculation with respect to the Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percent, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655).
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Risk Factors:
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Investing in the Notes involves significant risks. Please read "Risk Factors" beginning on S-3 of the accompanying prospectus supplement, including the risk factors incorporated therein. References to the term "issue price" therein should be construed as references to "the price you pay for the Notes". In addition, the Notes are subject to the additional risks set forth below.
Reference Rate / Interest Payment Risk: Because the Interest Rate on the Notes is a floating rate, you will be exposed to risks not associated with a conventional fixed-rate debt instrument. These risks include fluctuation of the Reference Rate (and hence, the Interest Rate) and the possibility that for any given Interest Period you may receive a lesser amount of interest than for one or more other Interest Periods. We have no control over a number of factors that may affect market interest rates, including geopolitical conditions and economic, financial, political, regulatory, agricultural, judicial or other events that affect the markets generally and that are important in determining the existence, magnitude, and longevity of these risks and their results. In recent
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PS-2
| years, interest rates have been volatile, and volatility also could be characteristic of the future. In addition, the floating Interest Rate for the Notes may be less than the floating rate payable on a similar debt instrument of the same maturity issued by us or an issuer of comparable creditworthiness.
The price you pay for the Notes may be higher than the prices paid by other investors: The Selling Agent proposes to offer the Notes from time to time for sale to investors in one or more negotiated transactions, or otherwise, at prevailing market prices at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or otherwise. Accordingly, there is a risk that the price you pay for your Notes will be higher than the prices paid by other investors based on the date and time you made your purchase, from whom you purchased the Notes, any related transaction costs, whether you hold your Notes in a brokerage account, a fiduciary or fee-based account or another type of account and other market factors.
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U.S. Federal Income Tax Consequences:
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The Notes will be treated as “variable rate debt instruments” for U.S. federal income tax purposes. The discussion of tax consequences in the section of the prospectus supplement entitled “U.S. Federal Income Tax Consequences” applies to the Notes, notwithstanding the limitation therein to notes that provide for stated interest payable at one or more fixed rates.
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Validity of the Notes:
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In the opinion of Davis Polk & Wardwell LLP, when the Notes have been executed and issued by the Issuer and the Guarantor and authenticated by the trustee pursuant to the Indenture, and delivered against payment as contemplated herein, the Notes will constitute valid and binding obligations of the Issuer, and the related guarantee will constitute a valid and binding obligation of the Guarantor, in each case enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Scots law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of Dundas & Wilson CS LLP, dated April 9, 2013 and filed by the Guarantor as an exhibit to a Report on Form 6-K on April 9, 2013. Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of Linklaters LLP, dated April 9, 2013 and filed by the Guarantor as an exhibit to a Report on Form 6-K on April 9, 2013. The opinion of Davis Polk & Wardwell LLP is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinions of Dundas & Wilson CS LLP and Linklaters LLP. In addition, the opinion of Davis Polk & Wardwell LLP is subject to customary assumptions about the establishment of the terms of the Notes, the trustee’s authorization, execution and delivery of the Indenture and its authentication of the Notes, and the validity, binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated April 9, 2013, which was filed by the Guarantor as an exhibit to a Report on Form 6-K on April 9, 2013.
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PS-3