NEWGATE FUNDING PLC - Irish Stock Exchange

Level: 8 – From: 8 – Wednesday, December 19, 2007 – 9:31 pm – mac8 – 3894 Section 02 : 3894 Section 02
Series GIC Bank Account and credited to the Series Revenue Ledger and form part of the Available Revenue
Funds for that Distribution Date.
The Issuer may terminate the Series Spread Cap Agreement in certain circumstances including, inter alia,
where the Series Spread Cap Provider fails to make a payment that is due pursuant to that Series Spread Cap
Agreement and/or the Series Spread Cap Provider is subject to certain bankruptcy events.
The Series Spread Cap Provider may terminate the Series Spread Cap Agreement in certain circumstances,
including if the Issuer fails to make a payment that is due pursuant to that Series Spread Cap Agreement; if
the Issuer is subject to certain bankruptcy events; if a Series Event of Default occurs under Condition 12; or
if the Remarketable Notes are redeemed in full pursuant to Condition 9(d).
The Series Spread Cap Agreement may also be terminated by either party if it becomes illegal for either party
to perform its obligations under the Series Spread Cap Agreement or, subject to certain conditions, by a party
affected by the imposition of withholding tax.
As at the Issue Date, the Series Spread Cap Guarantor (defined below) will be required to have a rating
assigned for its short-term unsecured, unsubordinated and unguaranteed debt obligations of at least A-1 by
S&P, P-1 by Moody’s (if any such obligations are rated by Moody’s) and F1 by Fitch and a rating assigned
for its long-term unsecured, unsubordinated and unguaranteed debt obligations of at least A2 by Moody’s (or
A1 by Moody’s if its short-term unsecured unsubordinated and unguaranteed debt obligations are not rated
by Moody’s) and A by Fitch. If the Series Spread Cap Provider (if rated) and the Series Spread Cap
Guarantor are downgraded below the ratings specified in the Series Spread Cap Agreement (in accordance
with the requirements of the Rating Agencies) then the Series Spread Cap Provider will, in accordance with
the provisions of and subject to the timeframes specified in the Series Spread Cap Agreement, be required
to take certain remedial measures which may include providing collateral in accordance with a mark-tomarket
collateral agreement, obtaining a guarantee from a guarantor that satisfies the requirements specified
in the Series Spread Cap Agreement, transferring the Series Spread Cap Agreement to an entity that satisfies
the requirements specified in the Series Spread Cap Agreement or taking such other actions as it may agree
with the relevant Rating Agency. In accordance with the requirements of the Rating Agencies, if the Series
Spread Cap Provider remains a party to the Series Spread Cap Agreement and the Series Spread Cap
Provider (if rated) and the Series Spread Cap Guarantor are subsequently further downgraded below the
ratings specified in the Series Spread Cap Agreement, then the Series Spread Cap Provider will be subject
to additional, more restrictive requirements. If the Series Spread Cap Provider (if rated) and the Series
Spread Cap Guarantor, as applicable, are downgraded by a Rating Agency and the Series Spread Cap
Provider fails to comply with the applicable ratings downgrade provisions as set out in the Series Spread Cap
Agreement, the Issuer may terminate the Series Spread Cap Agreement. Where the Series Spread Cap
Provider provides collateral in accordance with the terms of the Series Spread Cap Agreement, such
collateral will, upon receipt by the Issuer, be credited to a separate ledger (created to record such amounts)
and transferred (if in cash form) to an appropriate account. Any collateral provided by the Series Spread Cap
Provider will not form part of the Available Revenue Funds except in accordance with the terms of the
arrangements providing for the payment of such collateral in respect of the Series.
The Series Spread Cap Provider may, subject to certain conditions specified in the Series Spread Cap
Agreement, including certain requirements of the Rating Agencies, transfer its obligations in respect of the
Series Spread Cap Agreement to another entity.
Under a guarantee forming part of the Series Spread Cap Agreement, Merrill Lynch & Co., Inc. as the series
spread cap guarantor (the Series Spread Cap Guarantor) will provide a guarantee in favour of the Issuer
and guarantee the obligations of Merrill Lynch International Bank Limited as the Series Spread Cap Provider
under the Series Spread Cap Agreement.
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