SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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Charged Agreements and other assets will be available only for the benefit of such holders of Securities (including upon a liquidation of the Issuer). Following an issue of Securities pursuant to the Section 3(c)(1) or the Section 3(c)(7) exception, the Issuer will not issue additional Securities of such Series or another Series which are sufficiently similar to the Securities issued pursuant to the Section 3(c)(1) or the Section 3(c)(7) exception so as to cause the offer and sale of such additional Securities to be integrated with the offering and sale of the Securities issued pursuant to the Section 3(c)(1) or the Section 3(c)(7) exception for the purposes of determining the availability of the Section 3(c)(1) or the Section 3(c)(7) exception from definition of "investment company" under the 1940 Act. - 100 -
CREDIT-LINKED SECURITIES CONDITIONS MODULE JUNE 2007 EDITION to be incorporated by reference into the Trust Instrument for an issue of repackaged Credit-Linked Securities arranged by MERRILL LYNCH INTERNATIONAL Signed for the purposes of identification by: .............................................................. Allen & Overy LLP Dated 29th June, 2007 - 101 -
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EXECUTION COPY SUPPLEMENTAL INFORMA
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Adjustment is positive) or minus (i
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GENERAL This Supplemental Informati
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TABLE OF CONTENTS Overview.........
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In so doing, and without restrictin
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from, make loans or otherwise exten
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(which would be likely given the re
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The Charged Assets The value of the
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specific event did or did not const
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Date are adjusted in accordance wit
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(b) (i) The Reference Obligations:
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Characteristics: (j) The Final Pric
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The Temporary Bearer Global Securit
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Cash Settlement Period means the pe
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(d) If any Quotation obtained with
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SCHEDULE 2 INFORMATION MEMORANDUM D
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Capitalised terms used in this Info
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SERVICE OF PROCESS AND ENFORCEMENT
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TABLE OF CONTENTS Page Summary of t
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SUMMARY OF THE TERMS OF THE PROGRAM
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Day Count Fraction as may be agreed
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Information Memorandum will disclos
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currently address the likelihood th
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Where the Instructing Creditor is t
Page 49 and 50: Exposure to Reference Entities unde
Page 51 and 52: of such Securities. Accordingly, th
Page 53 and 54: on the Section 3(c)(1) exception, w
Page 55 and 56: Charged Assets, any undelivered Ini
Page 57 and 58: USE OF PROCEEDS The net proceeds fr
Page 59 and 60: BEARER SECURITIES BASE CONDITIONS M
Page 61 and 62: evidence and/or information and/or
Page 63 and 64: thereafter (or as aforesaid), any S
Page 65 and 66: Consenting Holders make a cash depo
Page 67 and 68: (b) (c) to the extent that such sum
Page 69 and 70: (2) the Designated Maturity is a pe
Page 71 and 72: Amounts in accordance with sub-para
Page 73 and 74: (B) (C) (D) the Issuer, on the occa
Page 75 and 76: (B) the Charged Agreements are term
Page 77 and 78: Amortised FaceAmount = RP x (1+ AY)
Page 79 and 80: Notwithstanding the foregoing, paym
Page 81 and 82: Security shall become enforceable (
Page 83 and 84: publication will be made in (i) the
Page 85 and 86: of the Trustee, any such modificati
Page 87 and 88: disputes which may arise out of or
Page 89 and 90: REGISTERED SECURITIES CONDITIONS MO
Page 91 and 92: Counterparty, the Trustee and the A
Page 93 and 94: No transfer of a Registered Securit
Page 95 and 96: Subject to compliance with the tran
Page 97 and 98: 10. PAYMENTS (m) Payments in respec
Page 99: For this purpose, the "Relevant Dat
Page 103 and 104: (g) (h) Portfolio Credit-Linked Sec
Page 105 and 106: Physical Determination Date shall b
Page 107 and 108: (d) The Agent Bank will determine t
Page 109 and 110: may, at its discretion, choose to r
Page 111 and 112: (e) The Delivery of any of the Deli
Page 113 and 114: (x) (y) the aggregate Outstanding P
Page 115 and 116: (ii) the quotient of: (x) (y) the F
Page 117 and 118: Days following the latest such Cash
Page 119 and 120: 25. GENERAL DEFINITIONS The followi
Page 121 and 122: "Business Day Convention" means one
Page 123 and 124: issued pursuant to Condition 14 (Re
Page 125 and 126: 3(c)(1) or Section 3(c)(7) thereof
Page 127 and 128: (c) (d) (e) (f) if "Actual/365 (Ste
Page 129 and 130: Modules and Definitions Modules inc
Page 131 and 132: "N-USD Rule 144A Global Certificate
Page 133 and 134: (B) (C) London; and any Additional
Page 135 and 136: Securities Base Conditions Module o
Page 137 and 138: "Securities Act" means the United S
Page 139 and 140: includes any replacements for Talon
Page 141 and 142: 30. NUMBER In any Transaction Docum
Page 143 and 144: 1. DEFINITIONS The following capita
Page 145 and 146: process is not dismissed, discharge
Page 147 and 148: "Cash Settled CLS" means any Credit
Page 149 and 150: "Counterparty Final IRS Amount" has
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"Dealer" means, a dealer in obligat
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"Domestic Currency" means the curre
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"Event Determination Date" means, i
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Eligible Transferees without the co
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"Lower Band" means the amount in th
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"Not Domestic Law" means any obliga
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"Officer's Certification" means a c
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Quotations from at least 6 Dealers
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and that the party delivering such
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the Insured Instrument, the Qualify
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"Reference Price" means the percent
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(ii) (iii) (iv) (v) a reduction in
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"Restructuring Maturity Limitation
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(b) (c) (d) (e) Any Substitute Refe
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(Succession Event Applicable) of th
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"Valuation Date" means the date tha
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DESCRIPTION OF THE ISSUER General T
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TAXATION 1. TAXATION IN IRELAND Gen
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Capital Acquisitions Tax A gift or
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elect otherwise) to operate a withh
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Supplemental Information Memorandum
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transfer being made in reliance upo
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transferee delivers a duly complete
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European Economic Area In relation
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Neither the Issuer, the Trustee nor
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holder of such Security and such ho
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INDEX OF DEFINED TERMS £ £.......
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Credit-Linked Loan Terms Module....
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Individual Certificates............
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Physical Determination Date........
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Sale Agreement Terms Module........
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REGISTERED OFFICE OF THE ISSUER 5 H
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USE OF PROCEEDS The net proceeds of
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DESCRIPTION OF THE COUNTERPARTY AND
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GENERAL INFORMATION 1. There are no
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