ALBA 2007 – 1 plc - Irish Stock Exchange

All of the B Noteholders and/or the C Noteholders and/or the D Noteholders and/or the
E Noteholders and/or the F Noteholders and/or the Subordinated Noteholders will, at the
request of Option Co, sell all (but not some only) of their holdings of the B Notes and/or the C
Notes and/or the D Notes and/or the E Notes and/or the F Notes and/or the Subordinated
Notes, as the case may be, to Option Co as the holder of the option granted to it by the Trustee
to acquire all (but not some only) of the B Notes and/or the C Notes and/or the D Notes and/or
the E Notes and/or the F Notes (plus accrued interest thereon), for the consideration of one
penny per B Note, one penny per C Note, one penny per D Note, one penny per E Note and
one penny per F Note outstanding in the event that the Security is enforced, at any time after the
date on which the Trustee is advised (by the Cash Manager or otherwise) that the proceeds of
such enforcement are insufficient or likely to be insufficient, after payment of all other claims
ranking in priority to the B Notes and/or the C Notes and/or the D Notes and/or the E Notes
and/or the F Notes and/or the Subordinated Notes and after the application of any suc h proceeds
to the B Notes, C Notes, D Notes, the E Notes and/or the F Notes under the Issuer Security
Deed, to pay any further principal and interest and any other amounts whatsoever due in respect
of the B Notes, C Notes, D Notes, the E Notes and/or the F Notes and/or the Subordinated
Notes.
Furthermore, each of the Noteholders acknowledges that the Trustee has the authority and the
power to bind the Noteholders (except the A Noteholders) and the Subordinated Noteholders in
accordance with the terms and conditions of the Post-Enforcement Call Option Deed and each
Noteholder, by subscribing for or purchasing the relevant Notes(s), agrees to be so bound.
Condition 6: Payments
(a)
Payments of principal shall be made only against:
(i)
(ii)
(in the case of final redemption, provided that payment is made in full) presentation
and surrender of the relevant Notes; and
in respect of any Note Principal Payment which becomes due on a Payment Date,
presentation and (in the case of payment in full) surrender of the appropriate Receipts,
at the Specified Office of any Paying Agent, prior to the Redenomination Date, by cheque
drawn in sterling, or by transfer to an account in sterling maintained by the payee with a bank
in London or, after the Redenomination Date, by cheque drawn in euro or by transfer to an
account in euro maintained by the payee with a bank in a city in which banks have access to the
TARGET system.
(b)
(c)
(d)
Payments of interest shall, subject to Condition 6(f), be made only against presentation and
(provided that payment is made in full) surrender of the appropriate Coupons at the Specified
Office of any Paying Agent in the manner described in Condition 6(a).
All payments in respect of the Notes are subject in each case to any applicable fiscal or other
laws and regulations. No commissions or expenses shall be charged to the Noteholders in
respect of such payments.
On the due date for final redemption of any Note pursuant to Condition 5(a) or early redemption
of such Note pursuant to Condition 5(b), Condition 5(d), Condition 5(e) or Condition 9, all
unmatured Receipts relating thereto (whether or not still attached) shall become void any
scheduled interest payments will be cancelled and no payment will be made in respect thereof.