ALBA 2007 – 1 plc - Irish Stock Exchange

to do so by the holders of at least 25 per cent. in aggregate Principal Amount Outstanding of the Most
Senior Class of Notes.
Condition 3: Covenants
Save with the prior written consent of the Trustee or as provided in or envisaged by any of the
Transaction Documents, the Issuer shall not, for so long as any MERC remains outstanding (as defined
in the Trust Deed), inter alia:
(a)
Negative Pledge
create or permit to subsist any mortgage, standard security, pledge, lien (unless arising by
operation of law) or charge upon the whole or any part of its assets, present or future (including
any uncalled capital) or its undertaking;
(b)
Restrictions on Activities
(i)
(ii)
(iii)
(iv)
engage in any activity which is not reasonably incidental to any of the activities which
the Transaction Documents provide or envisage that the Issuer will engage in;
open any account whatsoever with any bank or other financial institution, save where
such account is immediately charged in favour of the Trustee so as to form part of the
Security described in MERC Condition 2 and if so charged, the Issuer will obtain
confirmation from such bank or financial institution that it will not exercise any right
of set-off against the Issuer;
have any subsidiaries or employees or premises; or
act as a director of any company;
(c)
Dividends or Distributions
save as required in order to enable Holdings to meet its obligations under the Capitalisation
Loan, pay any dividend or make any other distribution to its shareholders or issue any further
shares;
(d)
Borrowings
incur any indebtedness in respect of borrowed money whatsoever or give any guarantee in
respect of any obligation of any person;
(e)
Merger
consolidate or merge with any other person or convey or transfer its properties or assets
substantially as an entirety to any other person;
(f)
Disposal of Assets
transfer, sell, lend, part with or otherwise dispose of or deal with, or grant any option over any
present or future right to acquire, any of its assets or undertaking or any interest, estate, right,
title or benefit therein;
(g)
Tax Grouping
(i)
become a member of a group of companies for the purposes of value added tax; or