SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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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. - 96 -
10. PAYMENTS (m) Payments in respect of Regulation S Global Certificates, N-USD Rule 144A Global Certificates and Individual Certificates All payments in respect of Registered Securities will be made in each case subject to such (if any) other provisions (including any requirements as to certification of ownership) as are set out herein or in the Issue Terms and to any fiscal or other laws and regulations applicable in the place of payment. Payments of principal, premium (if any) and interest (if any) in respect of Individual Certificates or Regulation S Global Certificates, or N-USD Rule 144A Global Certificates as applicable, will be made to the persons shown on the Register at the close of business on the Record Date following surrender (in the case of payments of principal and premium (if any)) to the Registrar of the relevant Individual Certificate or Regulation S Global Certificate, or N-USD Rule 144A Global Certificates, as applicable. Subject as provided below, payments in respect of Individual Certificates, Regulation S Global Certificates, or N-USD Rule 144A Global Certificates, will be made by a cheque in the Currency of Issue drawn on a bank in the city specified in the Issue Terms as the place of payment and mailed (at the risk and, if mailed at the request of the Securityholder otherwise than by ordinary uninsured mail, expense of the Securityholder) on the relevant due date to the holder or to the first named of joint holders of such Registered Security at his registered address or in accordance with mandate instructions acceptable to the Registrar. Notwithstanding the foregoing, all amounts payable to the Clearing Systems or their respective nominees as registered holder of a Regulation S Global Certificate or a N-USD Rule 144A Global Certificate, shall be paid by transfer by the Registrar to such account in the Currency of Issue as the Clearing Systems or their respective nominees may specify for payment in the Currency of Issue or conversion into U.S. dollars (such conversion being effected as specified in the Issue Terms) as the case may be. If and for so long as Registered Securities are represented by a Regulation S Global Certificate or a N-USD Rule 144A Global Certificates, each of the persons shown in the records of the Clearing Systems as the holder of a Registered Security must look solely to such Clearing Systems for his share of each payment so made by the Issuer to the registered holder of the Regulation S Global Certificate or a N-USD Rule 144A Global Certificate, subject to and in accordance with the respective rules and procedures of the Clearing Systems. Such persons shall have no claim directly against the Issuer in respect of payments due on the Registered Securities for so long as such Regulation S Global Certificate or N-USD Rule 144A Global Certificate is outstanding and the Issuer will be discharged by payment to the registered holder of such Regulation S Global Certificate or N-USD Rule 144A Global Certificate in respect of each amount so paid. Payments in respect of USD Rule 144A Global Certificates Each USD Rule 144A Global Certificate will be registered in the name of DTC's nominee, Cede & Co., and payments of the principal of and interest on each USD Rule 144A Global Certificate will be to or to the order of Cede & Co., as the registered owner of such USD Rule 144A Global Certificate. The Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the relevant USD Rule 144A Global Certificate as shown on the records of DTC or the nominee. The Issuer also expects that payments by DTC - 97 -
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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
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: Subject to compliance with the tran
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
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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....
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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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