SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

24. Common Code and ISIN: 043296531 and XS0432965316 respectively.
AGENTS AND OTHER PARTIES
25. Party and specified office
(a) Trustee: HSBC Corporate Trustee Company (UK) Limited of
Level 24, 8 Canada Square, London E14 5HQ.
(b) Principal Paying Agent: HSBC Bank plc of 8 Canada Square, London E14 5HQ.
(c) Custodian: HSBC Bank plc of 8 Canada Square, London E14 5HQ.
(d)
Calculation Agent and Agent
Bank:
Merrill Lynch International of Merrill Lynch Financial
Centre, 2 King Edward Street, London EC1A 1HQ.
(e) Vendor: Merrill Lynch International of Merrill Lynch Financial
Centre, 2 King Edward Street, London EC1A 1HQ.
(f) Selling Agent: Merrill Lynch International of Merrill Lynch Financial
Centre, 2 King Edward Street, London EC1A 1HQ, or
any one of its Affiliates.
(g) Irish Listing Agent: Arthur Cox Listing Services Limited of Earlsfort Centre,
Earlsfort Terrace, Dublin 2, Ireland.
(h)
Issuer's Agent for Service of
Process:
Merrill Lynch International of Merrill Lynch Financial
Centre, 2 King Edward Street, London EC1A 1HQ.
ADDITIONAL TERMS
26. For the avoidance of doubt, the Calculation Agent shall determine the Swap Settlement Amount on
the basis of a hypothetical swap agreement as set out in the definition of "Swap Settlement Amount"
in the Credit-Linked Securities Definitions Module and as further set out in the Swap Agreement.
27. Condition 8 (Redemption) of the Bearer Securities Base Conditions Module shall be amended by the
addition of the following words after Condition 8(b)(iv):
“(v)
Notwithstanding the foregoing, if the Issuer, on any Interest Payment Date in respect of the
Securities, would be required by law to withhold or make a deduction for or on account of
any tax which withholding or deduction could have been avoided if the Securities had been
admitted to the Official List of the Irish Stock Exchange and to trading on its regulated
market, then in respect of each Interest Payment Date in respect of which the Issuer would
be so required to withhold or deduct on account of tax, the Issuer shall, on each such Interest
Payment Date, pay in respect of each Security of the Specified Denomination, an additional
amount (the Additional Amount) such that the amount received by the Securityholder in
respect of such Security on such Interest Payment Date (after such withholding or deduction
on account of tax) is equal to the Interest Amount the Securityholder would have received in
the absence of such withholding or deduction on account of tax. In connection with the
foregoing, in such circumstances (and only in such circumstances) pursuant to the Charged
Agreement, the Counterparty will be required to pay to the Issuer amounts equal to each
such Additional Amount.
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