ALBA 2007 – 1 plc - Irish Stock Exchange

In accordance with this Condition 2, but subject always to the provisions of Condition 5(b), the Trust
Deed and the Issuer Security Deed, prior to the enforcement of the Security by the Trustee when the
Pro Rata Rede mption Conditions are satisfied, the A Notes, the B Notes, the C Notes, the D Notes and
the E Notes will rank pari passu and pro rata as to payment of principal save that, in such
circumstances, the A1 Notes will rank in priority to the A2 Notes and the A3 Notes; the A2 Notes will
rank in priority to the A3 Notes but behind the A1 Notes; and the A3 Notes will rank behind the A1
Notes and the A2 Notes. Prior to the enforcement of the Security by the Trustee, the priorities amongst
the A Notes described in the previous sentence will also occur if the Pro Rata Redemption Conditions
are not satisfied.
The Notes are all constituted by the Trust Deed and are secured by the same security, but, pursuant to
the Issuer Security Deed, the A Notes will rank in priority to the B Notes, the C Notes, the D Notes,
the E Notes and the F Notes in point of security; the B Notes will rank in priority to the C Notes, the D
Notes, the E Notes and the F Notes in point of security; the C Notes will rank in priority to the D
Notes, the E Notes and the F Notes in point of security; the D Notes will rank in priority to the E
Notes and the F Notes in point of security; and the E Notes will rank in priority to the F Notes in point
of security.
In respect of the interests of Noteholders, the Trust Deed contains provisions requiring the Trustee to
have regard to the interests of the holders of all the classes of Notes as regards all powers, trusts,
authorities, duties and discretions of the Trustee and requiring, to the extent of any conflict between the
interests of any classes of Noteholders, the Trustee to have regard only to the interests of the holders of
the Most Senior Class of Notes. The "Most Senior Class" means the A Notes (ranking equally
amongst themselves) whilst they remain outstanding, thereafter the B Notes whilst they remain
outstanding, thereafter the C Notes whilst they remain outstanding, thereafter the D Notes whilst they
remain outstanding, thereafter the E Notes whilst they remain outstanding and thereafter the F Notes
whilst they remain outstanding.
The Trust Deed and Condition 11 contain provisions (i) limiting the rights of the A1 Noteholders to
request or direct the Trustee to take any action or to pass any Extraordinary Resolution according to the
effect thereof on the interests of the A2 Noteholders and the A3 Noteholders, (ii) limiting the rights of
the A2 Noteholders to request or direct the Trustee to take any action or to pass any Extraordinary
Resolution according to the effect thereof on the interests of the A1 Noteholders and the A3
Noteholders and (iii) limiting the rights of the A3 Noteholders to request or direct the Trustee to take
any action or to pass any Extraordinary Resolution according to the effect thereof on the interests of the
A1 Noteholders and the A2 Noteholders, and in each case without prejudice to the rights of holders of
each such class of Notes under Conditions 9 and 10.
In addition, the Trust Deed and Condition 11 contain provisions limiting the powers of: the B
Noteholders, the C Noteholders, the D Noteholders, the E Noteholders and the F Noteholders to
request or direct the Trustee to take any action or to pass any Extraordinary Resolution according to the
effect thereof on the interests of the A Noteholders; the C Noteholders, the D Noteholders, the E
Noteholders and the F Noteholders to request or direct the Trustee to take any action or to pass any
Extraordinary Resolution according to the effect thereof on the interests of the A Noteholders and/or
the B Noteholders; the D Noteholders to request or direct the Trustee to take any action or to pass any
Extraordinary Resolution according to the effect thereof on the interests of the A Noteholders and/or
the B Noteholders and/or the C Noteholders; the E Noteholders to request or direct the Trustee to take
any action to pass any Extraordinary Resolution according to the effect thereof on the interests of the A
Noteholders and/or the B Noteholders and/or the C Noteholders and/or the D Noteholders; and the F
Noteholders to request or direct the Trustee to take any action to pass any Extraordinary Resolution