ALBA 2007 – 1 plc - Irish Stock Exchange

tax) which would not be suffered were the relevant MERCs in definitive form and a certificate
to such effect signed by two directors of the Issuer is delivered to the Trustee.
If Definitive MERCs are issued, the beneficial interests represented by the Global MERC shall be
exchanged by the Issuer for Definitive MERCs in an amount proportionate to the beneficial interests
represented by the Global MERC subject to and in accordance with the detailed provisions of the
Paying Agency Agreement, the Trust Deed and the Global MERC.
Condition 13: Replacement of Definitive MERCs
If any MERC is mutilated, defaced, lost, stolen or destroyed, it may be replaced at the specified office
of any Paying Agent. Replacement of any mutilated, defaced, lost, stolen or destroyed MERC will
only be made on payment of such costs as may be incurred in connection therewith and on such terms
as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced MERCs must
be surrendered before new ones will be issued.
Condition 14: Notice to MERC Holders
Any notice to the MERC Holders shall be deemed to have been validly given, if either published in The
Irish Times or, if such newspaper shall cease to be published or timely publication therein shall not be
practicable, in such English language newspaper or newspapers as the Trustee shall approve having a
general circulation in Dublin, or until such time as any Definitive MERCs are issued and so long as the
Global MERCs are held on behalf of Euroclear and/or Clearstream, Luxembourg, upon delivery of the
relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to MERC
Holders; provided that if, at any time, the Issuer procures that the information concerned in such notice
shall appear on a page of the Reuters Screen, or any other medium for electronic display of data as may
be previously approved in writing by the Trustee (in each case a "Relevant Screen"), publication in the
above-noted newspaper shall not be required with respect to such information. Any such notice shall
be deemed to have been given to the MERC Holders and they shall be deemed to have notice of the
content of any such notice, in each case, on the date of such publication or, if published more than once
or on different dates, on the first date on which publication shall have been made in the newspaper or
newspapers in which (or on the Relevant Screen on which) publication is required or, in the case of
notice delivered to Euroclear and/or Clearstream, Luxembourg as described above, on the same day
delivery is made to Euroclear and/or Clearstream, Luxembourg.
The Trustee shall be at liberty to sanction some other method of giving notice to the MERC Holders if,
in its opinion, such other method is reasonable having regard to market practice then prevailing and to
the requirements of the stock exchange or equivalent regulatory authority on which the MERCs are
then listed and provided that notice of such other method is given to the MERC Holders in such manner
as the Trustee shall require.
Condition 15: Non Petition
The MERC Holders shall not be entitled to take any steps (otherwise than in accordance with the Issuer
Security Deed):
(a)
(b)
to direct the Trustee to enforce the Security; or
to take or join any person in taking steps against the Issuer for the purpose of obtaining payment
of any amount due from the Issuer to it; or