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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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DESCRIPTION OF THE COUNTERPARTY AND SWAP GUARANTOR<br />

1. BUSINESS OF THE SWAP GUARANTOR<br />

The Swap Guarantor was incorporated under the laws of the State of Delaware, U.S.A. in 1973.<br />

Pursuant to an Agreement and Plan of Merger dated as of September 15, 2008, between Bank of<br />

America Corporation (“Bank of America”) and the Swap Guarantor (as amended by Amendment<br />

No. 1 dated as of October 21, 2008, the “Merger Agreement”), on January 1, 2009, the Swap<br />

Guarantor merged with and into a wholly-owned subsidiary of Bank of America, with the Swap<br />

Guarantor continuing as the surviving corporation and a subsidiary of Bank of America.<br />

The Swap Guarantor is a holding company that, through its subsidiaries and affiliates, is one of the<br />

world’s leading capital markets, advisory and wealth management companies and is a leading global<br />

trader and underwriter of securities and derivatives across a broad range of asset classes, and serves<br />

as a strategic advisor to corporations, governments, institutions and individuals worldwide. Its<br />

parent, Bank of America, is a bank holding company and a financial holding company incorporated<br />

in the State of Delaware, U.S.A. in 1998. Bank of America provides a diversified range of banking,<br />

investing, asset management and other financial services and products to consumers across the<br />

United States and in more than 40 countries. Bank of America provides these services and products<br />

through six business segments: (1) Deposits, (2) Global Card Services, (3) Home Loans and<br />

Insurance, (4) Global Banking, (5) Global Markets, and (6) Global Wealth and Investment<br />

Management.<br />

Moody’s Investors Service, Inc. (“Moody’s”) currently rates the Swap Guarantor’s long-term debt as<br />

“A2” and short-term debt as “P-1.” Standard and Poor’s Ratings Services (“Standard and Poor’s”)<br />

currently rates the Swap Guarantor’s long-term debt as “A” and short-term debt as “A-1.” Fitch,<br />

Inc. (“Fitch”) currently rates the Swap Guarantor’s long-term debt as “A+” and short-term debt as<br />

“F1+.” Further information with respect to such ratings may be obtained from Moody’s, Standard &<br />

Poor’s and Fitch, respectively. No assurances can be given that the current ratings of the Swap<br />

Guarantor’s debt will be maintained.<br />

The principal executive office of the Swap Guarantor is located at 4 World Financial Center, New<br />

York, NY 10080, United States of America. The Swap Guarantor's registered office in the State of<br />

Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,<br />

Wilmington, Delaware 19801, United States of America.<br />

2. BUSINESS OF THE COUNTERPARTY<br />

The Counterparty was incorporated under the laws of England and Wales on 2nd November, 1988.<br />

The registered address of the Counterparty is Merrill Lynch Financial Centre, 2 King Edward Street,<br />

London EC1A 1HQ.<br />

The Counterparty's principal activities are to provide a wide range of financial services, to act as a<br />

broker and dealer in financial instruments and to provide corporate finance services.<br />

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