SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Issue Terms may over-allot Securities or effect transactions with a view to supporting the market price of the Securities of the Series of which such Tranche forms part at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Securities is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Securities and 60 days after the date of the allotment of the relevant Tranche of Securities. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. - 38 -
SUMMARY OF THE TERMS OF THE PROGRAMME This Summary must be read as an introduction to this Information Memorandum. Any decision to invest in any Securities should be based on a consideration of this Information Memorandum as a whole, including the documents incorporated by reference and, in relation to any particular Series of Securities, the relevant Supplemental Information Memorandum and the relevant Issue Terms. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civil liability attaches to the Responsible Person in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Information Memorandum. Where a claim relating to information contained in this Information Memorandum is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Information Memorandum and, in relation to any particular Series of Securities, the relevant Supplemental Information Memorandum and the relevant Issue Terms before the legal proceedings are initiated. This Summary is qualified in its entirety by the remainder of this Information Memorandum and, in relation to any particular Series of Securities, the relevant Supplemental Information Memorandum and the relevant Issue Terms. Issuer: Xenon Capital Public Limited Company. Description: U.S.$50,000,000,000 Limited Recourse Secured Debt Issuance Programme. Arranger: Dealer: Merrill Lynch International. Merrill Lynch International and any other Dealers appointed in respect of an issue of Securities. The Issuer may from time to time appoint additional dealers either in respect of one or more Series of Securities or in respect of the whole Programme or terminate the appointment of any Dealer under the Programme. Principal Paying Agent: Paying Agent in Ireland: Paying Agent in the United States: Registrar: Custodian: Trustee: HSBC Bank plc. HSBC Institutional Trust Services (Ireland) Limited. HSBC Bank USA. HSBC Bank USA unless otherwise specified in the Issue Terms. HSBC Bank plc and, in the case of Charged Assets held in DTC, unless otherwise specified in the Issue Terms, HSBC Bank USA. HSBC Trustee (C.I.) Limited. - 39 -
Page 1 and 2: EXECUTION COPY SUPPLEMENTAL INFORMA
Page 3 and 4: Adjustment is positive) or minus (i
Page 5 and 6: GENERAL This Supplemental Informati
Page 7 and 8: TABLE OF CONTENTS Overview.........
Page 9 and 10: In so doing, and without restrictin
Page 11 and 12: from, make loans or otherwise exten
Page 13 and 14: (which would be likely given the re
Page 15 and 16: The Charged Assets The value of the
Page 17 and 18: specific event did or did not const
Page 19 and 20: Date are adjusted in accordance wit
Page 21 and 22: (b) (i) The Reference Obligations:
Page 23 and 24: Characteristics: (j) The Final Pric
Page 25 and 26: The Temporary Bearer Global Securit
Page 27 and 28: Cash Settlement Period means the pe
Page 29 and 30: (d) If any Quotation obtained with
Page 31 and 32: SCHEDULE 2 INFORMATION MEMORANDUM D
Page 33 and 34: Capitalised terms used in this Info
Page 35 and 36: SERVICE OF PROCESS AND ENFORCEMENT
Page 37: TABLE OF CONTENTS Page Summary of t
Page 41 and 42: Day Count Fraction as may be agreed
Page 43 and 44: Information Memorandum will disclos
Page 45 and 46: currently address the likelihood th
Page 47 and 48: 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
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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
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"Securities Act" means the United S
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includes any replacements for Talon
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30. NUMBER In any Transaction Docum
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1. DEFINITIONS The following capita
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process is not dismissed, discharge
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"Cash Settled CLS" means any Credit
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"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....
Page 207 and 208:
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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