SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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is issued and upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A Permanent Bearer Global Security will be exchangeable in whole for definitive Bearer Securities only upon an Exchange Event. Registered Securities will be issued as specified below. Registered Securities sold in an issue offered or sold outside the United States to non-U.S. persons only in compliance with Regulation S (a "Non-U.S. Series") will be represented by a N-USD Regulation S Global Certificate in the case of N-USD Securities or a USD Regulation S Global Certificate in the case of USD Securities, in each case, deposited with, and registered in the name of a nominee of, a common depositary for Euroclear and Clearstream, Luxembourg. Prior to expiry of the applicable Distribution Compliance Period required by Regulation S, beneficial interests in a Regulation S Global Certificate may not be offered or sold to, or for the account or benefit of, a U.S. person and may not be held otherwise than through Euroclear and Clearstream, Luxembourg. The relevant Supplemental Information Memorandum may specify that all or a portion of a Series of Registered Securities may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (a "U.S. Series") in accordance with the restrictions set out under "Subscription and Sale and Transfer Restrictions" on page 180 below, as may be modified by the relevant Supplemental Information Memorandum. Any such Registered Securities may be issued either (i) in fully registered individual physical certificates ("Individual Certificates") which will not be eligible for trading in any clearing system, or (ii) in certain limited circumstances when the Issuer is relying on the exception set out in Section 3(c)(7) of the 1940 Act, in the form of one or more fully registered USD Rule 144A Global Certificates which will be deposited with or on behalf of DTC and registered in the name of its nominee, in the case of USD Securities, or, in the case of N-USD Securities, in the form of one or more fully registered N-USD Rule 144A Global Certificates deposited with, and registered in the name of a nominee of, a common depositary for Euroclear and Clearstream, Luxembourg. In the event that the Registered Securities offered or sold in the United States are represented by USD Rule 144A Global Certificates, any portion of the U.S. Series offered outside the United States to non-U.S. persons will be in the form of one or more fully registered N- USD Regulation S Global Certificate in the case of N-USD Securities or a USD Regulation S Global Certificate, in the case of USD Securities. See "Subscription and Sale and Transfer Restrictions" on page 180 below. Global Securities may not be exchanged for individually registered physical securities ("Definitive Registered Securities") except in very limited circumstances. The relevant Supplemental - 42 -
Information Memorandum will disclose the exemption from the Securities Act and the exception from the 1940 Act being relied upon for the issuance of the particular Series of Securities. No beneficial owner of an interest in a Bearer Global Security, or a Registered Global Certificate will be able to exchange or transfer that interest, except in accordance with the applicable procedures of DTC, Euroclear and/or Clearstream, Luxembourg or, where the context so permits, any additional or alternative clearing system specified in the Issue Terms. In addition, Regulation S Global Certificates, Rule 144A Global Certificates, Individual Certificates and, if applicable, any Definitive Registered Securities will be subject to certain restrictions on transfer set out in a legend thereon and in the relevant Supplemental Information Memorandum. For so long as any of the Securities is represented by a Bearer Global Security, a Regulation S Global Certificate, or a N- USD Rule 144A Global Certificate held by a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg, or for so long as DTC or its nominee is the registered holder of a USD Rule 144A Global Certificate, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC as entitled to a particular nominal amount of Securities shall be deemed to be the holder of such nominal amount of Securities for all purposes other than with respect to the payment of principal, premium (if any), interest or other amounts on such Securities, for which purpose such common depositary or, as the case may be, DTC or its nominee shall be deemed to be the holder of such nominal amount of Securities in accordance with and subject to the terms of the relevant Global Security. Denominations: Early Redemption: Securities will be issued in such denominations as may be specified in the relevant Supplemental Information Memorandum save that the minimum denomination of each Security will be such as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Currency of Issue. See also "Maturities - Securities with a maturity of less than one year" above. Securities will be redeemable prior to maturity only in limited circumstances upon the occurrence of certain events relating to the Issuer as set out in Condition 8 (Redemption) or relating to an acceleration of the Securities as specified in Condition 11 (Events of Default) or as otherwise specified in the Issue Terms. Unless permitted by then current laws and regulations, Securities (including Securities denominated in Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue - 43 -
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 and 38: TABLE OF CONTENTS Page Summary of t
Page 39 and 40: SUMMARY OF THE TERMS OF THE PROGRAM
Page 41: Day Count Fraction as may be agreed
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
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
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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
Page 119 and 120:
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
Page 169 and 170:
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
Page 191 and 192:
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
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........
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Sale Agreement Terms Module........
Page 213 and 214:
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
Page 219 and 220:
GENERAL INFORMATION 1. There are no
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