SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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In the case of interest on Securities which is regarded as having a United Kingdom source, no United Kingdom income tax will be required to be deducted from such interest in the following circumstances: (i) where the Securities are listed on a recognised stock exchange within the meaning of section 1005 of the Income Tax Act 2007. The Irish Stock Exchange is a recognised stock exchange. Under a United Kingdom HM Revenue & Customs interpretation, the Securities will satisfy this requirement if they are listed by the competent authority in Ireland and are admitted to trading by the Irish Stock Exchange. The United Kingdom Finance Bill 2007 contains a proposed new statutory meaning of references to securities which are "listed" on a recognised stock exchange. The draft legislation provides that securities will be treated as listed on a recognised stock exchange if (and only if) they are admitted to trading on that exchange and either they are included in the United Kingdom official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000) or they are officially listed, in accordance with provisions corresponding to those generally applicable in European Economic Area states, in a country outside the United Kingdom in which there is a recognised stock exchange. It is understood that this new definition is not intended to alter the position described above in respect of securities that are listed and admitted to trading on a market of a stock exchange which was already designated as a recognised stock exchange before 21 March 2007; (ii) (iii) where interest on the Securities is paid to a person who belongs in the United Kingdom for United Kingdom tax purposes and the Issuer reasonably believes (and any person by or through whom interest on the Securities is paid reasonably believes) that the person who is beneficially entitled to the interest on the Securities is within the charge to United Kingdom corporation tax as regards the payment of interest at the time the payment is made, provided that HM Revenue & Customs has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that the beneficial owner is not within the charge to United Kingdom corporation tax in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax; where interest on the Securities is payable on Securities which have a maturity of 364 days or less (and which are not issued under arrangements the effect of which is to render such Securities part of a borrowing with a total term of a year or more). In all other cases where interest on the Securities has a United Kingdom source, an amount must be withheld from payments of interest on the Securities on account of United Kingdom income tax at the savings rate (currently 20%), subject to any direction to the contrary by HM Revenue and Customs under an applicable double taxation treaty. 4. EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they - 188 -
elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). - 189 -
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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
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of such Securities. Accordingly, th
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on the Section 3(c)(1) exception, w
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Charged Assets, any undelivered Ini
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USE OF PROCEEDS The net proceeds fr
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BEARER SECURITIES BASE CONDITIONS M
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evidence and/or information and/or
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thereafter (or as aforesaid), any S
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Consenting Holders make a cash depo
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(b) (c) to the extent that such sum
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(2) the Designated Maturity is a pe
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Amounts in accordance with sub-para
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(B) (C) (D) the Issuer, on the occa
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(B) the Charged Agreements are term
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Amortised FaceAmount = RP x (1+ AY)
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Notwithstanding the foregoing, paym
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Security shall become enforceable (
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publication will be made in (i) the
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of the Trustee, any such modificati
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disputes which may arise out of or
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REGISTERED SECURITIES CONDITIONS MO
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Counterparty, the Trustee and the A
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No transfer of a Registered Securit
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Subject to compliance with the tran
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10. PAYMENTS (m) Payments in respec
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For this purpose, the "Relevant Dat
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CREDIT-LINKED SECURITIES CONDITIONS
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(g) (h) Portfolio Credit-Linked Sec
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Physical Determination Date shall b
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(d) The Agent Bank will determine t
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may, at its discretion, choose to r
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(e) The Delivery of any of the Deli
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(x) (y) the aggregate Outstanding P
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(ii) the quotient of: (x) (y) the F
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Days following the latest such Cash
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25. GENERAL DEFINITIONS The followi
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"Business Day Convention" means one
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issued pursuant to Condition 14 (Re
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3(c)(1) or Section 3(c)(7) thereof
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(c) (d) (e) (f) if "Actual/365 (Ste
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Modules and Definitions Modules inc
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"N-USD Rule 144A Global Certificate
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(B) (C) London; and any Additional
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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
Page 153 and 154: "Domestic Currency" means the curre
Page 155 and 156: "Event Determination Date" means, i
Page 157 and 158: Eligible Transferees without the co
Page 159 and 160: "Lower Band" means the amount in th
Page 161 and 162: "Not Domestic Law" means any obliga
Page 163 and 164: "Officer's Certification" means a c
Page 165 and 166: Quotations from at least 6 Dealers
Page 167 and 168: and that the party delivering such
Page 169 and 170: the Insured Instrument, the Qualify
Page 171 and 172: "Reference Price" means the percent
Page 173 and 174: (ii) (iii) (iv) (v) a reduction in
Page 175 and 176: "Restructuring Maturity Limitation
Page 177 and 178: (b) (c) (d) (e) Any Substitute Refe
Page 179 and 180: (Succession Event Applicable) of th
Page 181 and 182: "Valuation Date" means the date tha
Page 183 and 184: DESCRIPTION OF THE ISSUER General T
Page 185 and 186: TAXATION 1. TAXATION IN IRELAND Gen
Page 187: Capital Acquisitions Tax A gift or
Page 191 and 192: Supplemental Information Memorandum
Page 193 and 194: transfer being made in reliance upo
Page 195 and 196: transferee delivers a duly complete
Page 197 and 198: European Economic Area In relation
Page 199 and 200: Neither the Issuer, the Trustee nor
Page 201 and 202: holder of such Security and such ho
Page 203 and 204: INDEX OF DEFINED TERMS £ £.......
Page 205 and 206: Credit-Linked Loan Terms Module....
Page 207 and 208: Individual Certificates............
Page 209 and 210: Physical Determination Date........
Page 211 and 212: Sale Agreement Terms Module........
Page 213 and 214: REGISTERED OFFICE OF THE ISSUER 5 H
Page 215 and 216: USE OF PROCEEDS The net proceeds of
Page 217 and 218: DESCRIPTION OF THE COUNTERPARTY AND
Page 219 and 220: GENERAL INFORMATION 1. There are no
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