SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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USE OF PROCEEDS The net proceeds of the issue of the Securities, which amount to EUR5,000,000 shall be used to purchase the Initial Charged Assets on the Issue Date. Method of Payment On the Issue Date, delivery of beneficial interests in the Temporary Bearer Global Security will be made in book-entry form through the facilities of Euroclear or Clearstream, Luxembourg, in each case against payment therefor in immediately available funds. 33
DESCRIPTION OF THE INITIAL CHARGED ASSETS AND THE ISSUER OF THE INITIAL CHARGED ASSETS The information in the following sections concerning the Initial Charged Assets and the issuer of the Initial Charged Assets has been accurately reproduced from information published by the issuer of the Initial Charged Assets. So far as the Issuer is aware and is able to ascertain from information so published, no facts have been omitted which would render the reproduced information inaccurate or misleading. A. Initial Charged Assets The Initial Charged Assets comprise EUR5,000,000 in aggregate principal amount of the EUR 1,500,000,000 Floating Rate Notes due 2010 of Merrill Lynch S.A. Issuer: Merrill Lynch S.A. Issue Date: 29 September, 2005 and 8 December, 2005. Aggregate Principal Amount issued: Form and Denomination: EUR 1,250,000,000 was issued on 29 September, 2005, followed by EUR 250,000,000 on 8 December, 2005, to be consolidated and form a single tranche of EUR 1,500,000,000. Form: Bearer. First Interest Payment Date: 29 December, 2005. Maturity Date: 29th September 2010. Denomination: EUR 50,000 and integral multiples of EUR 1,000 in excess thereof. Interest Rate: Interest Payment Dates: 3 month EURIBOR + 0.2 per cent per annum. 29 March, 29 June, 29 September and 29 December in each year. ID Codes: ISIN and Common Code: XS0231029868 and 023102986, respectively. Listing: Governing Law: Status: Luxembourg Stock Exchange. New York. Direct, unsecured, unsubordinated debt securities. B. Description of the issuer of the Initial Charged Assets History and Business Merrill Lynch S.A. (MLSA) is a Luxembourg public limited liability company. MLSA was incorporated on 18th December, 1991 as a société anonyme for an unlimited period. MLSA's articles of incorporation were published in the Mémorial, Journal Officiel du Grand-Duché de Luxembourg, Recueil Spécial des Sociétés et Associations, C-No. 51 of 14th February, 1992. MLSA's articles of incorporation have not been amended since 2nd July, 2008. MLSA complies with the Luxembourg corporate governance regime. MLSA is wholly-owned beneficially by Merrill Lynch International Holdings Inc., a wholly-owned subsidiary of 34
Page 1 and 2: SUPPLEMENTAL INFORMATION MEMORANDUM
Page 3 and 4: Securities bear interest in EUR on
Page 5 and 6: GENERAL This Supplemental Informati
Page 7 and 8: TABLE OF CONTENTS Risk Factors ....
Page 9 and 10: the beneficiary (whether it is acqu
Page 11 and 12: No Obligations Owing by the Calcula
Page 13 and 14: paid. There is a risk therefore tha
Page 15 and 16: Commingling of Charged Assets Prosp
Page 17 and 18: Extension of the Maturity Date The
Page 19 and 20: Terms of Series 220 EUR5,000,000 Li
Page 21 and 22: 15 (Notices). Notwithstanding Condi
Page 23 and 24: Multiple Holder Obligation: a) Not
Page 25 and 26: Deliverable Obligation Category (se
Page 27 and 28: Date. (p) Trade Date: 2 nd June, 20
Page 29 and 30: (b) Instructing Creditor: For the p
Page 31 and 32: 28. Condition 22 (Governing Law) of
Page 33: SUBSCRIPTION AND SALE The Dealer ag
Page 37 and 38: DESCRIPTION OF THE COUNTERPARTY AND
Page 39 and 40: TAXATION Investors should note that
Page 41 and 42: REGISTERED OFFICE OF THE ISSUER Xen
Page 43 and 44: Reference Entities will, unless oth
Page 45 and 46: Date". CL13 (Settlement Suspension)
Page 47 and 48: (ii) (A) If an Extension Notice has
Page 49 and 50: (I) If Auction Settlement is specif
Page 51 and 52: (i) (ii) using its reasonable endea
Page 53 and 54: amount of the Deliverable Obligatio
Page 55 and 56: (x) (y) the aggregate Outstanding P
Page 57 and 58: principal amount equal to the Exerc
Page 59 and 60: If, following the determination of
Page 61 and 62: payable upon acceleration equal to
Page 63 and 64: (b) in the case of a Reference Enti
Page 65 and 66: where, RO1 means the Portfolio Fina
Page 67 and 68: "Credit Derivatives Auction Settlem
Page 69 and 70: (a) (b) whether an event that const
Page 71 and 72: Qualifying Policy the Insured Oblig
Page 73 and 74: "Eligible Transferee" means each of
Page 75 and 76: Determination Date is deemed not to
Page 77 and 78: Entity to make, when and where due,
Page 79 and 80: days in the Grace Period after the
Page 81 and 82: each other and (ii) with respect to
Page 83 and 84: "Notice Delivery Period" means the
Page 85 and 86:
"Overnight Rate" has the meaning gi
Page 87 and 88:
(a) (b) (c) (d) (e) The Calculation
Page 89 and 90:
"Qualifying Guarantee" means an arr
Page 91 and 92:
(a) The Calculation Agent shall att
Page 93 and 94:
"Repudiation/Moratorium (1999 versi
Page 95 and 96:
Governmental Authority and a suffic
Page 97 and 98:
date by which the Qualifying Policy
Page 99 and 100:
"Substitute Reference Obligation" m
Page 101 and 102:
effective and (B) in circumstances
Page 103 and 104:
with the Rules (until such time, if
Page 105 and 106:
"Valuation Date" means the date tha
Page 107:
a "regulation" includes any regulat
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