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ALBA 2007 – 1 plc - Irish Stock Exchange

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(b)<br />

Notwithstanding the other provisions of these Subordinated Note Conditions, with effect from<br />

the Redenomination Date:<br />

(i)<br />

(ii)<br />

the Subordinated Notes shall be deemed to be redenominated in euro in the<br />

denomination of euro 0.01 with a principal amount for each such Subordinated Note<br />

equal to the Principal Amount Outstanding of that Subordinated Note in sterling<br />

converted into euro at the rate for conversion of sterling into euro established by the<br />

Council of the European Union pursuant to the Treaty (including compliance with<br />

rules relating to rounding in accordance with European Community regulations);<br />

provided, however, that, if the Issuer determines, with the agreement of the Trustee,<br />

that the then market practice in respect of the redenomination into euro 0.01 of<br />

securities denominated in sterling is different from that specified above, such<br />

provisions shall be deemed to be amended so as to comply with such market practice<br />

and the Issuer shall promptly notify the Subordinated Noteholders, each stock<br />

exchange (if any) on which the Subordinated Notes are then listed and the Paying<br />

Agents of such deemed amendments;<br />

if the Subordinated Notes have been issued in definitive form:<br />

(A)<br />

(B)<br />

the payment obligations contained in all Subordinated Notes will become void<br />

on the euro exchange date but all other obligations of the Issuer thereunder<br />

(including the obligation to exchange such Subordinated Notes in accordance<br />

with this Subordinated Note Condition 18), shall remain in full force and effect;<br />

and<br />

new Subordinated Notes denominated in euro will be issued in exchange for<br />

Subordinated Notes denominated in sterling in such manner as the Principal<br />

Paying Agent may specify and as shall be notified to the Subordinated<br />

Noteholders in the euro exchange notice;<br />

(iii)<br />

(iv)<br />

all payments in respect of the Subordinated Notes denominated in euro (other than,<br />

unless the Redenomination Date is on or after such date as the sterling ceases to be a<br />

sub-division of the euro, payments of interest in respect of periods commencing before<br />

the Redenomination Date) will be made solely in euro by cheque drawn on, or by<br />

credit or transfer to a euro account (or any other account to which euro may be<br />

credited or transferred) maintained by the payee with, a bank in the principal financial<br />

centre of any Participating Member State; and<br />

a Subordinated Note may only be presented for payment on a day which is a business<br />

day in the place of presentation. In this Subordinated Note Condition 18, "business<br />

day" means, in respect of any place of presentation, any day which is a day on which<br />

banks are open for business in such place of presentation and which is also a day on<br />

which the TARGET system is operating.<br />

(c)<br />

Following redenomination of Subordinated Notes pursuant to this Subordinated Note Condition<br />

18:<br />

(i)<br />

where such Subordinated Notes have been issued in definitive form, the amount of<br />

interest due in respect of the Subordinated Notes will be calculated by reference to the<br />

principal amount then outstanding of the Subordinated Notes presented for payment by<br />

the relevant holder and the amount of such payment shall be rounded down to the<br />

nearest euro 0.01; and

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