SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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CREDIT-LINKED SECURITIES CONDITIONS MODULE This Credit-Linked Securities Conditions Module modifies and supplements the basic terms and conditions for Securities governed by English law as set out in the Bearer Securities Base Conditions Module and will apply in respect of all Series of Securities that are credit-linked, to the extent so specified in the Issue Terms. Other Conditions Modules will apply in addition, as specified in the Issue Terms. Each of the Conditions of this Credit-Linked Securities Conditions Module will be referred to with a prefix of "CL". CL7. TYPES OF CREDIT-LINKED SECURITIES The Issue Terms shall specify whether the Securities are: (a) (b) (c) (d) (e) (f) Single Name Cash Settled Credit-Linked Securities ("Single Name Cash CLS") where the Issuer purchases credit protection from the Securityholders in respect of only one Reference Entity. Upon the satisfaction of the Conditions to Settlement in respect of such Reference Entity, the Securities will, unless otherwise specified in the Issue Terms, be redeemed by cash settlement. Single Name Physically Settled Credit-Linked Securities ("Single Name Physical CLS") where the Issuer purchases credit protection from the Securityholders in respect of only one Reference Entity. Upon the satisfaction of the Conditions to Settlement in respect of such Reference Entity, the Securities will, unless otherwise specified in the Issue Terms, be redeemed by physical settlement. First-to-Default Basket Cash Settled Credit-Linked Securities ("First-to- Default Cash CLS") where the Issuer purchases credit protection from the Securityholders in respect of 2 or more Reference Entities. Upon the satisfaction of the Conditions to Settlement with respect to any of the Reference Entities, all the Securities will, unless otherwise specified in the Issue Terms, be redeemed by cash settlement. First-to-Default Basket Physically Settled Credit-Linked Securities ("First-to- Default Physical CLS") where the Issuer purchases credit protection from the Securityholders in respect of 2 or more Reference Entities. Upon the satisfaction of the Conditions to Settlement with respect to any of the Reference Entities, all the Securities will, unless otherwise specified in the Issue Terms, be redeemed by physical settlement. Pro-rata Default Basket Cash Settled Credit-Linked Securities ("Basket Cash CLS") where the Issuer purchases credit protection from the Securityholders in respect of 2 or more Reference Entities. Satisfaction of the Conditions to Settlement with respect to any of the Reference Entities will, unless otherwise specified in the Issue Terms, result in a proportional redemption of the Securities by cash settlement. Pro-rata Default Basket Physically Settled Credit-Linked Securities ("Basket Physical CLS") where the Issuer purchases credit protection from the Securityholders in respect of 2 or more Reference Entities. Satisfaction of the Conditions to Settlement with respect to any of the Reference Entities will, unless otherwise specified in the Issue Terms, result in a proportional redemption of the Securities by physical settlement. - 102 -
(g) (h) Portfolio Credit-Linked Securities ("Portfolio CLS") where the Issuer purchases credit protection from the Securityholders in respect of a portfolio of 2 or more Reference Entities (which may be on a leveraged basis). Upon the satisfaction of the Conditions to Settlement with respect to any of the Reference Entities and, if applicable, provided certain prescribed cumulative loss limits have been exceeded, the Securities will, unless otherwise specified in the Issue Terms, be redeemed proportionally. Credit-Linked Securities of a type other than those set out in (a) to (g) above and as may be specified in the Issue Terms. For the avoidance of doubt, the Issuer will buy protection from the Securityholders to match the protection it sells to the Counterparty under the Charged Agreement in respect of a Series of Securities. CL8. EVENT TERMS The Issue Terms shall specify: (a) (b) (c) (d) (e) (f) (g) the Reference Entity or Reference Entities in respect of which a Credit Event may occur (which shall include any Successor(s) thereto); the Reference Obligation(s) (if any) in respect of each Reference Entity; the date to which the Issuer has purchased credit protection from the Securityholders in respect of the Reference Entity or Reference Entities (the "Scheduled Termination Date", which shall not be subject to adjustment in accordance with any Business Day Convention unless otherwise specified in the Issue Terms); the amount and the currency in which the Issuer has purchased credit protection (the "Reference Amount" or, as the case may be, the "Floating Rate Payer Calculation Amount") from the Securityholders in respect of each Reference Entity; the relevant Credit Events, including (i) whether Grace Period Extension applies (which enables a Potential Failure to Pay that occurred prior to the Scheduled Termination Date but that resulted in a Failure to Pay after the Scheduled Termination Date to be a Credit Event), (ii) whether there is any Default Requirement or Payment Requirement for an amount other than U.S.$10,000,000 and U.S.$1,000,000 respectively, (iii) whether either Repudiation/Moratorium (1999 version) or Repudiation/Moratorium (2003 version) applies, and (iv) where Restructuring is specified as an applicable Credit Event, whether "Restructuring Maturity Limitation and Fully Transferable Obligation Applicable" applies or, as the case may be, "Modified Restructuring Maturity Limitation and Conditionally Transferable Obligation Applicable" applies or if neither applies; the Obligations in respect of which the Credit Event may occur, including the Obligation Category and the Obligation Characteristics; in the case of Physically Settled CLS, the Deliverable Obligations that may be Delivered, including the Deliverable Obligation Category and the Deliverable Obligation Characteristics; and - 103 -
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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
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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 and 100: For this purpose, the "Relevant Dat
Page 101: CREDIT-LINKED SECURITIES CONDITIONS
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
Page 151 and 152: "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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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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