SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

Securities among participants of DTC, Clearstream, Luxembourg and Euroclear, they
are under no obligation to perform or continue to perform such procedures and such
procedures may be discontinued after reasonable notice. Neither the Issuer nor any
Agent will have any responsibility for the performance by DTC, Clearstream,
Luxembourg or Euroclear or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their operations.
The following Condition 8(i) will apply to any Registered Securities of a U.S. Series.
8(i)
U.S. REGULATORY REDEMPTION
If specified in the Issue Terms that the Securities are to be offered in the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) and that the Securities are subject to mandatory transfer and/or
redemption pursuant to this Condition, then, unless otherwise provided in the Issue
Terms, the Issuer may, if in the sole determination of the Issuer it is necessary to do so
to maintain any applicable exemption from or exception to the 1940 Act (i) by notice to
any Securityholder require such Securityholder to transfer the Securities held by it
within such period as may be specified in the notice or (ii) give not less than 15 days'
notice to any Securityholder and upon the expiry of such notice redeem all of the
Securities held by such Securityholder at their outstanding redemption amount together
with any interest accrued to the date fixed for redemption and in such event, unless
otherwise provided in the Issue Terms, the security created by or pursuant to the Trust
Instrument over a proportion of the Charged Assets equal to the proportion that the
Outstanding Principal Amount of the Securities to be redeemed bears to the aggregate
Outstanding Principal Amount of the Securities immediately prior to such redemption
shall become enforceable. By subscription for, or acquisition of, any Security, each
Securityholder accepts and is bound by this provision.
Condition 9 as set out in the Bearer Securities Base Conditions Module will not apply and the
following Condition 9 shall be substituted therefor.
9. PURCHASE
(i)
(j)
(k)
(l)
On any such purchase the Charged Agreements (or a proportionate part thereof which
corresponds to the Securities to be purchased) will be terminated. The Trust Instrument
provides that the Security Interests over the Charged Assets (or a proportionate part
thereof) will be released against receipt by the Trustee of the net proceeds of the
realisation of such Charged Assets.
The Issue Terms will specify whether the Issuer may, through the Counterparty,
purchase Securities (or any of them) at any time in the open market or otherwise at any
price.
No interest will be payable with respect to a Security purchased in respect of the period
from the Issue Date or the previous Interest Payment Date, as the case may be, to the
date of such purchase.
In the case of purchase of part only of a Definitive Registered Security, the Registrar
shall deliver, mutatis mutandis in accordance with Condition 1.4 (Transfer of
Registered Securities), a Registered Security certificate for the unpurchased balance to
the relevant Securityholder.
Condition 10 as set out in the Bearer Securities Base Conditions Module will not apply and
the following Condition 10 shall be substituted therefor.
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