ALBA 2007 – 1 plc - Irish Stock Exchange

SUBSCRIPTION AND SALE
The Managers have pursuant to a subscription agreement dated on or about the 15 June 2007 among the
Managers, the Issuer and the Seller (the "Subscription Agreement") agreed with the Issuer to purchase
the Notes at the issue price of, in relation to (a) the A1a Notes, 100 per cent. of the aggregate principal
amount of the A1a Notes, (b) the A1b Notes, 100 per cent. of the aggregate principal amount of the
A1b Notes, (c) the A2 Notes, 100 per cent. of the aggregate principal amount of the A2 Notes, (d) the
A3 Notes, 100 per cent of the aggregate principal amount of the A3 Notes, (e) the B Notes, 100 per
cent of the aggregate principal amount of the B Notes, (f) the C Notes, 100 per cent. of the aggregate
principal amount of the C Notes, (g) the D Notes, 100 per cent. of the aggregate principal amount of
the D Notes, (h) the E Notes, 100 per cent. of the aggregate principal amount of the E Notes and (i) the
F Notes, 100 per cent. of the aggregate principal amount of the F Notes. The Seller has pursuant to a
purchase agreement dated on or about the 15 June 2007 between the Issuer and the Seller (the
"Instruments Purchase Agreement") agreed to accept the delivery of the MERCs and the R
Certificates and to purchase the Subordinated Notes at the issue price of 100 per cent. of the aggregate
principal amount of the Subordinated Notes.
Both the Subscription Agreement and the Instruments Purcha se Agreement are subject to a number of
conditions and may be terminated by, in the case of the Subscription Agreement, the Lead Manager (on
behalf of the Managers), and, in the case of the Instrument Purchase Agreement, the Lead Manager, in
certain circumstances prior to payment for the Notes to the Issuer. The Issuer and the Seller agreed to
indemnify the Managers against certain liabilities in connection with the issue of the Notes pursuant to
the Subscription Agreement and the Issuer has agreed to inde mnify the Seller against certain liabilities
in connection with the issue of the Instruments pursuant to the Instruments.
United Kingdom
Each Manager has represented to and agreed with the Issuer that:
(a)
(b)
it has complied and will comply with all applicable pr ovisions of the FSMA with respect to
anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom; and
it has only communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any
Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.
United States
The Notes have not been and will not be registered under the Securities Act and any state securities
laws and may not be offered or sold or delivered directly or indirectly within the United States or to, or
for the account or benefit of, US Persons except pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws. Terms used in this paragraph have the meanings given to them by Regulation S under
the Securities Act.
Each Manager has agreed that, except as permitted by the Subscription Agreement, it will not offer,
sell or deliver the Notes, (a) as part of its distribution at any time or (b) otherwise until 40 days after
the later of the commencement of the offering of the Notes and the Issue Date (the "Distribution
Compliance Period"), within the United States or to, or for the account or benefit of, US Persons
(except in accordance with Rule 903 of Regulation S), and it will have sent to each distributor, dealer