NEWGATE FUNDING PLC - Irish Stock Exchange

Level: 8 – From: 8 – Wednesday, December 19, 2007 – 9:31 pm – mac8 – 3894 Section 02 : 3894 Section 02
DESCRIPTION OF THE NOTES
In addition to the disclosure under “Description of the Notes” in the Offering Circular, the following is a
description of the conditions relating to the Notes. Such summary should be read in conjunction with the
information appearing elsewhere in this Supplement and the Offering Circular.
Remarketable Notes
The Class A1 Notes issued by the Issuer will be subject to remarketing and conditional purchase provisions
(the Remarketable Notes).
Remarketable Notes will be issued subject to the mandatory transfer arrangements referred to in the
additional Condition 9(j) set out in the Note Terms in Annex 2 below, the Remarketing Agreement entered
into between the Issuer and the Remarketing Agent (the Remarketing Agreement) and the Series Trust
Deed (the Mandatory Transfer). Under the terms of the Mandatory Transfer, the Issuer will procure the
purchase of all the Remarketable Notes on each Distribution Date specified in the Note Terms in Annex 2 to
this Supplement as a Transfer Date (subject to adjustment for non-business days) (each such date being a
Transfer Date) subject to no Remarketing Termination Event (other than a Remarketing Agent Termination
Event (each as defined below)) having occurred. If a Remarketing Termination Event (other than a
Remarketing Agent Termination Event) occurs, the Issuer will not be obliged to procure the purchase by any
subsequent purchasers of such Remarketable Notes and the Remarketing Agent will not be obliged to further
remarket such Notes. Upon payment of the Principal Amount Outstanding on such Remarketable Notes on
the relevant Transfer Date (following the application of Actual Redemption Funds on that date) (the Transfer
Price), all rights in respect of such Remarketable Notes will be transferred from the Noteholders of the
relevant Remarketable Notes to or for the account of the Remarketing Agent (as defined below) or as
designated by the Remarketing Agent.
Under the terms of the Remarketing Agreement, the Issuer will appoint The Royal Bank of Scotland plc as
the remarketing agent (the Remarketing Agent) to act as its agent to use its best efforts to identify third
party purchasers for the Remarketable Notes on each Transfer Date prior to the occurrence of a Remarketing
Termination Event. If the Remarketing Agent is unable to obtain firm bids in respect of any outstanding
Remarketable Notes from third party purchasers for all such Remarketable Notes then outstanding, then the
Remarketing Agent on behalf of the Issuer shall give notice to The Royal Bank of Scotland plc (the
Conditional Note Purchaser) under an agreement (the Conditional Note Purchase Agreement) to
purchase all such Remarketable Notes. The obligation of the Conditional Note Purchaser to purchase such
Remarketable Notes is subject to certain termination events under the Conditional Note Purchase Agreement
(see “Transaction Documents – Conditional Note Purchase Agreement” below) and the transfer of the
Remarketable Notes to the Conditional Note Purchaser will be dependent upon the ability of the Conditional
Note Purchaser to pay the Transfer Price (see “Risk Factors – Risks related to Remarketable Notes” above).
If a Remarketing Agent Termination Event occurs and a suitable replacement Remarketing Agent is not
appointed on or before (twenty) 20 Business Days prior to a Transfer Date, or if a Series Event of Default
has occurred and is continuing as at the first day of the Remarketing Period, the Remarketing Agent will
serve a notice on the Conditional Note Purchaser requiring it to purchase all of the outstanding Remarketable
Notes on the next following Transfer Date at the Transfer Price. The Conditional Note Purchaser will not be
required to purchase the Remarketable Notes if a Series Event of Default has occurred and is continuing
three Business Days prior to the relevant Transfer Date or any subsequent date thereafter. Any amounts paid
to the Remarketing Agent by any third party or the Conditional Note Purchaser for the Remarketable Notes
as part of the Mandatory Transfer will be held by the Remarketing Agent as client funds for the relevant
purchaser.
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