SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

More documents

Recommendations

Info

having been authorised by the Issuer, the Trustee (as defined herein) or the Dealer (as defined herein). This Supplemental Information Memorandum does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken by the Issuer, the Trustee or the Dealer (save for the approval of this document as a prospectus by the IFSRA) to permit an offering of the Securities or the distribution of this Supplemental Information Memorandum in any jurisdiction where such action is required. Claims of the Securityholders and the Counterparty will be limited in recourse to the Mortgaged Property. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). Consequently, the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Issuer's annual financial statements for the financial years ended 31st December, 2005 and 31st December, 2006, which have previously been published or are being published simultaneously with this Supplemental Information Memorandum and have been filed with the Irish Stock Exchange, shall be incorporated in, and form part of, this Supplemental Information Memorandum. - 6 -
TABLE OF CONTENTS Overview..................................................................................................................................2 Risk Factors..............................................................................................................................8 Issue Terms ............................................................................................................................18 Schedule 1: Reference Entities And Reference Obligations/Region .........................................30 Schedule 2: Information Memorandum Dated 29 June 2007....................................................31 Subscription And Sale........................................................................................................... 214 Use Of Proceeds ................................................................................................................... 215 Description Of The Initial Charged Assets And The Issuer Of The Initial Charged Assets ..... 216 Description Of The Counterparty And Swap Guarantor......................................................... 217 General Information.............................................................................................................. 219 - 7 -
Page 1 and 2: EXECUTION COPY SUPPLEMENTAL INFORMA
Page 3 and 4: Adjustment is positive) or minus (i
Page 5: GENERAL This Supplemental Informati
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 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
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 and 102:
CREDIT-LINKED SECURITIES CONDITIONS
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
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 and 188:
Capital Acquisitions Tax A gift or
Page 189 and 190:
elect otherwise) to operate a withh
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
show all

SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

Create successful ePaper yourself

Delete template?

Save as template?