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ALBA 2007 – 1 plc - Irish Stock Exchange

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TERMS AND CONDITIONS OF THE NOTES<br />

The following is the text of the Conditions which will be endorsed or attached on each Global Note and<br />

each Definitive Note (if and to the extent applicable) and (subject to the provisions thereof) will apply to<br />

each such Notes.<br />

The mortgage backed floating rate notes of Alba <strong>2007</strong> – 1 <strong>plc</strong> (the "Issuer") will be issued on 18 June<br />

<strong>2007</strong> (or such later date as may be agreed between the Issuer, the Trustee and the Managers (the "Issue<br />

Date"), and will comprise £101,200,000 A1a Notes due 2039 (the "A1a Notes"), €190,000,000 A1b<br />

Notes due 2039 (the "A1b Notes" and, together with the Ala Notes, the "A1 Notes"), £231,100,000<br />

A2 Notes due 2039 (the "A2 Notes"), £269,000,000 A3 Notes due 2039 (the "A3 Notes") and,<br />

together with the A2 Notes and the A1 Notes, the "A Notes"), £105,800,000 B Notes due 2039 (the "B<br />

Notes"), £55,300,000 C Notes due 2039 (the "C Notes"), £34,500,000 D Notes due 2039 (the "D<br />

Notes"), £23,800,000 E Notes due 2039 (the "E Notes") and £20,400,000 F Notes due 2039 (the "F<br />

Notes" and, together with the A Notes, the B Notes, the C Notes, the D Notes and the E Notes, the<br />

"Notes"). The A1a Notes, the A2 Notes, the A3 Notes, the B Notes, the C Notes, the D Notes, the E<br />

Notes and the F Notes shall be defined as the "Sterling Notes . The A1b Notes shall be defined as the<br />

"Euro Notes". The A1 Notes, the A2 Notes, the A3 Notes, the B Notes, the C Notes, the D Notes, the<br />

E Notes and the F Notes are each referred to as a "class of Notes". The holders of the A1a Notes are<br />

referred to as the "A1a Noteholders", the holders of the A1b Notes are referred to as the "A1b<br />

Noteholders" and, with the A1a Noteholders, shall together be referred to as the "A1 Noteholders",<br />

the holders of the A2 Notes are referred to as the "A2 Noteholders", the holders of the A3 Notes are<br />

referred to as the "A3 Noteholders"and, with the A1 Noteholders and the A2 Noteholders shall<br />

together be referred to as the "A Noteholders". The holders of the B Notes are referred to as the "B<br />

Noteholders", the holders of the C Notes are referred to as the "C Noteholders", the holders of the D<br />

Notes are referred to as the "D Noteholders", the holders of the E Notes are referred to as the "E<br />

Noteholders" and the holders of the F Notes are referred to as the "F Noteholders". The holders of the<br />

Notes are referred to as the "Noteholders" and the holders of each class of them as a "class of<br />

Noteholders".<br />

The Notes are constituted by a trust deed (as amended or supplemented from time to time (the "Trust<br />

Deed")), to be dated on or prior to the Issue Date between the Issuer and HSBC Trustee (C.I.) Limited<br />

(the "Trustee", which expression includes the trustee or trustees for the time being of the Trust Deed)<br />

as trustee for the Noteholders. The Notes will have the benefit of (to the extent applicable) a paying<br />

agency agreement dated on or prior to the Issue Date, as amended or supplemented from time to time<br />

(the "Paying Agency Agreement") between the Issuer, the Trustee, HSBC Bank <strong>plc</strong>, as principal<br />

paying agent (the "Principal Paying Agent,"), as agent bank (the "Agent Bank"), as registrar (the<br />

"Registrar") and as transfer agent (the "Transfer Agent") and HSBC Institutional Trust Services<br />

(Ireland) Limited as <strong>Irish</strong> paying agent (the "<strong>Irish</strong> Paying Agent") (together with the Principal Paying<br />

Agent, the "Paying Agents").<br />

In these conditions (the "Conditions"), all references to "Agent Bank" and "Paying Agent" shall mean<br />

any agent bank or paying agents appointed from time to time in accordance with the Paying Agency<br />

Agreement and shall include any successors thereto or to the Principal Paying Agent appointed from<br />

time to time in accordance with the Paying Agency Agreement and any reference to an "Agent" or<br />

"Agents" shall mean any or all (as applicable) of the above persons.<br />

In these Conditions, capitalised words and expressions shall, unless otherwise defined herein, have the<br />

same meanings as those given in the incorporated terms memorandum (the "Incorporated Terms<br />

Memorandum") dated the Issue Date between, inter alios, the Issuer, the Trustee and the Principal<br />

Paying Agent.

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