SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

SUPPLEMENTAL INFORMATION MEMORANDUM 

XENON CAPITAL PUBLIC LIMITED COMPANY 

(Incorporated with limited liability in Ireland under registered number 351106) 

Series 149: EUR15,000,000 Limited Recourse Secured Floating Rate 

Credit-Linked Notes due 2008 

This Supplemental Information Memorandum includes the Issue Terms relating to the 

Securities. Investors should note that such Issue Terms supersede in their entirety any 

termsheets which may have been circulated previously. 

The Securities are credit-linked to Citigroup Inc. and any Successors thereto. 

Prospective investors should be aware of the risks involved in investing 

in the Securities (see "Risk Factors" on pages 5 to 12). 

The language of the prospectus is English. Certain legislative references and technical terms 

have been cited in their original language in order that the correct technical meaning may be 

ascribed to them under applicable law. 

Dealer 

Merrill Lynch International 

The date of this Supplemental Information Memorandum is 12th September 2007. 

M-4220893-1

GENERAL 

This Supplemental Information Memorandum under which the Series 149 EUR15,000,000 

Limited Recourse Secured Floating Rate Credit-Linked Notes due 2008 are described (the 

Securities) is issued in conjunction with, and incorporates by reference, the Information 

Memorandum dated 29th June, 2007 (the Information Memorandum) relating to the 

U.S.$50,000,000,000 Limited Recourse Secured Debt Issuance Programme (the Programme) 

of Xenon Capital Public Limited Company (the Issuer) and will constitute a Prospectus issued 

in compliance with Directive 2003/71/EC (the Prospectus Directive) and relevant laws of 

Ireland. It should be read together with the Information Memorandum as one document. To the 

extent that the Information Memorandum is inconsistent with this Supplemental Information 

Memorandum, this Supplemental Information Memorandum shall prevail. Terms defined in the 

Information Memorandum shall, unless the context otherwise requires, bear the same meanings 

in this Supplemental Information Memorandum. 

Save as disclosed herein, there has been no significant change and no new matter has arisen 

since publication of the Information Memorandum. 

The Issuer accepts responsibility for the information contained in this Supplemental Information 

Memorandum. To the best of the knowledge and belief of the Issuer (which has taken all 

reasonable care to ensure that such is the case) the information contained in this Supplemental 

Information Memorandum is in accordance with the facts and does not omit anything likely to 

affect the import of such information. 

The information relating to the Counterparty, the Swap Guarantor, the Initial Charged Assets, 

the obligor in respect of the Initial Charged Assets and the Reference Entity (each as defined 

herein) has been accurately reproduced from information published by the Counterparty, the 

Swap Guarantor, the obligor in respect of the Initial Charged Assets and the Reference Entity as 

set out below. In each case, such information has been accurately reproduced from such sources 

and, so far as the Issuer is aware and is able to ascertain from such sources, no facts have been 

omitted from such sources which would render the reproduced information misleading. 

Neither the delivery of this Supplemental Information Memorandum nor the offering, sale or 

delivery of any Securities shall in any circumstances imply that the information contained 

herein is correct at any time subsequent to the date hereof or that any other information supplied 

in connection with the Securities is correct as of any time subsequent to the date indicated in the 

document containing the same. 

Application will be made to the Irish Financial Services Regulatory Authority (the IFSRA), as 

competent authority under the Prospectus Directive, for this Supplemental Information 

Memorandum to be approved as a prospectus. Application will be made to the Irish Stock 

Exchange for the Securities to be admitted to the Official List and trading on its regulated 

market. 

Copies of this Supplemental Information Memorandum will be available at the specified office 

set out herein of the Issuer and the Principal Paying Agent. 

No person is or has been authorised by the Issuer to give any information or to make any 

representation not contained in or not consistent with this Supplemental Information 

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Memorandum or any other information supplied in connection with the Programme or the 

Securities and, if given or made, such information or representation must not be relied upon as 

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 following additional documents 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: 

(a) 

the Issuer's annual financial statements for the financial years ended 31st 

December, 2004 and 31st December, 2005. 

In connection with the issue of the Securities, the Dealer (the "Stabilising Manager") (or 

persons acting on behalf of the Stabilising Manager) may over-allot the Securities or effect 

transactions with a view to supporting the market price of the Securities at a level higher than 

that which might otherwise prevail. However, there is no assurance that the Stabilising 

Manager (or persons acting on behalf of the 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 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 Securities and 

60 days after the date of allotment of the Securities. Any stabilisation action or over-allotment 

shall be conducted in accordance with all applicable laws and rules. 

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TABLE OF CONTENTS 

Risk Factors..............................................................................................................................5 

Issue Terms ............................................................................................................................13 

Subscription And Sale.............................................................................................................24 

Use Of Proceeds .....................................................................................................................25 

Description Of The Initial Charged Assets And The Issuer Of The Initial Charged Assets .......26 

Description Of The Counterparty And Swap Guarantor...........................................................28 

General Information................................................................................................................30 

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RISK FACTORS 

The purchase of the Securities may involve substantial risks and is suitable only for 

sophisticated investors who have the knowledge and experience in financial and business 

matters necessary to enable them to evaluate the risks and the merits of an investment in the 

Securities. The Securities are not principal protected and purchasers of the Securities are 

exposed to full loss of principal. The Issuer believes that the following factors may affect 

either its ability to fulfil its obligations under the Securities or the performance of the 

Securities. Some of these factors are contingencies which may or may not occur and the 

Issuer is not in a position to express a view on the likelihood of any such contingency 

occurring. The Issuer believes that the factors described below represent the principal risks 

inherent in investing in the Securities, but the inability of the Issuer to pay interest, principal 

or other amounts on or in connection with the Securities may occur for other reasons and the 

Issuer does not represent that the statements below regarding the risks of holding the 

Securities are exhaustive. 

Before making an investment decision, prospective purchasers of the Securities should 

consider carefully, in the light of their own financial circumstances and investment 

objectives, all the information set forth in this Supplemental Information Memorandum and 

the Information Memorandum and, in particular, the considerations set out below. 

Terms defined in the Information Memorandum shall, unless the context otherwise requires, 

bear the same meanings when used in this section. 

Exposure to the Reference Entity 

Prospective investors who consider purchasing the Securities should reach an investment 

decision only after carefully considering the suitability of the Securities in light of their 

particular circumstances, particularly the risks associated with the Reference Entity. Because 

payments under the Securities upon maturity or earlier redemption depend upon, among other 

things, the credit performance of the Reference Entity, the occurrence of a Credit Event in 

relation to the Reference Entity could result in the loss of a substantial portion or all of a 

Securityholder's investment in the Securities. In addition, the creditworthiness and/or 

performance of the Reference Entity may be dependent upon economic, political, financial and 

social events locally and globally. There can be no assurance that such factors will not 

adversely affect the Reference Entity's creditworthiness and/or performance and, in turn, the 

performance of the Securities. The Securities do not represent a claim against the Reference 

Entity and, in the event of any loss, Securityholders will not have recourse under the Securities 

to the Reference Entity. 

Investor Suitability 

Investment in the Securities may only be suitable for investors who: 

(i) 

(ii) 

have the requisite knowledge and experience in financial and business matters to 

evaluate the merits and risks of an investment in the Securities and rights attaching to the 

Securities; 

are capable of bearing the economic risk of an investment in the Securities for an 

indefinite period of time; 

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(iii) 

(iv) 

are acquiring the Securities for their own account (as principal and not as agent) for 

investment, and not with a view to resale, distribution or other disposition of the 

Securities (subject to any applicable law requiring that the disposition of the investor's 

property be within its control); and 

recognise that it may not be possible to make any transfer of the Securities for a 

substantial period of time, if at all. 

Extension of the Maturity Date 

The Scheduled Termination Date of the Securities is 11th September, 2008. Prospective 

investors should note, however, that if an Extension Notice (as defined in the Issue Terms) is 

delivered by the Counterparty, the Securities may not be fully redeemed until the Extended 

Maturity Date, subject to the Conditions. The Extended Maturity Date may be later than the 

Scheduled Maturity Date of the Securities. Furthermore, in the event that as of the Extended 

Maturity Date, the Conditions to Settlement have been satisfied, then the Maturity Date may be 

extended to a date that falls after the Extended Maturity Date. See paragraphs 5 and paragraph 7 

of the Issue Terms. 

Credit Risk 

The ability of the Issuer to meet its obligations under the Securities will be dependent upon the 

payment of principal and interest due on the Charged Assets, upon the payment of all sums due 

from the Counterparty or the Swap Guarantor under the Charged Agreements, upon the 

Principal Paying Agent and the Custodian making the relevant payments when received and 

upon all parties to the Transaction Documents (other than the Issuer) performing their respective 

obligations thereunder. Accordingly, Securityholders are exposed, inter alia, to the 

creditworthiness of the obligor in respect of the Charged Assets, the Counterparty, the Swap 

Guarantor, the Principal Paying Agent, the Custodian and the Reference Entity. 

No Legal or Beneficial Interest in the Reference Obligation or Deliverable Obligations 

As a party to the Swap Agreement, the Issuer has a contractual relationship with the 

Counterparty. The Issuer, however, has no rights in or to, or any security interest in respect of, 

the Reference Obligation or any Deliverable Obligations or against the issuer of the Reference 

Obligation. The entry into the Swap Agreement by the Issuer does not constitute a purchase or 

other acquisition or assignment of any interest in the Reference Obligation or any Deliverable 

Obligations. None of the Issuer, the Trustee, the Securityholders or any other entity has any 

right to acquire from the Counterparty (or to require the Counterparty to transfer, assign or 

otherwise dispose of) any interest in the Reference Obligation or any Deliverable Obligations. 

The Counterparty may or may not have an exposure to the credit of the Reference Entity. 

Neither the Issuer nor the Counterparty has undertaken any legal due diligence in respect of the 

Reference Obligation or any Deliverable Obligations. 

Modifications to the terms of the Securities 

Prospective investors' attention is drawn to Condition CL9 (Succession Event Applicable) 

pursuant to which the existing credit derivative transaction could be divided and to Condition 18 

(Meetings of Securityholders, Modification, Waiver and Substitution) and, in particular, the 

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provision that the Trustee shall agree to make any modification (whether or not it may be 

materially prejudicial to the Securityholders) requested by the Dealer in respect of the Securities 

if, and to the extent that, such modification is to correct an error in the Issue Terms arising from 

a discrepancy between the Issue Terms and the final termsheet, as certified by the Dealer in 

form and content satisfactory to the Trustee. 

Independent review and advice 

Each prospective purchaser of the Securities must determine, based on its own independent 

review (including as to the financial condition and affairs and its own appraisal of the 

creditworthiness) of the Issuer, the Counterparty, the Swap Guarantor, the obligor in respect of 

the Charged Assets and the Reference Entity and after obtaining such professional advice 

(including, without limitation, tax, accounting, credit, legal and regulatory advice) as it deems 

appropriate under the circumstances, whether an investment in the Securities is appropriate in its 

particular circumstances. 

In so doing, and without restricting the generality of the preceding paragraph, such prospective 

purchaser must determine that its acquisition and holding of the Securities (i) is fully consistent 

with its (or if it is acquiring the Securities in a fiduciary capacity, the beneficiary's) financial 

needs, objectives and condition, (ii) complies and is fully consistent with all investment 

policies, guidelines and restrictions applicable to it (whether acquiring the Securities as 

principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it 

is acquiring the Securities in a fiduciary capacity, for the beneficiary), notwithstanding the clear 

and substantial risks inherent in investing in or holding the Securities. None of the Issuer, the 

Trustee, the Dealer or any of their respective affiliates is acting as an investment adviser, or 

assumes any fiduciary obligation, to any purchaser of Securities. 

Neither the Information Memorandum nor this Supplemental Information Memorandum is 

intended to provide the basis of any credit or other evaluation or should be considered as a 

recommendation or constituting an invitation or offer that any recipient of the Information 

Memorandum or this Supplemental Information Memorandum should purchase any Securities. 

The Trustee and the Dealer expressly do not undertake to review the financial condition or 

affairs of the Issuer, the Counterparty, the Swap Guarantor, the obligor in respect of the Charged 

Assets or the Reference Entity for the Securities. 

Limited recourse 

Claims against the Issuer by the Securityholders of the Series and by the Counterparty will be 

limited to the Mortgaged Property relating to such Series. The proceeds of realisation of such 

Mortgaged Property may be less than the sums due to the Securityholders and the Counterparty. 

Any shortfall will be borne by the Securityholders and by the Counterparty in accordance with 

the Security Ranking Basis. Each Securityholder, by subscribing for or purchasing the 

Securities, will be deemed to accept and acknowledge that it is fully aware that, in the event of a 

shortfall, (i) the Issuer shall be under no obligation to pay, and the other assets (if any) of the 

Issuer including, in particular, assets securing other Series of securities or Alternative 

Investments will not be available for payment of, such shortfall, (ii) all claims in respect of such 

shortfall shall be extinguished and (iii) the Trustee, the Securityholders and the Counterparty 

shall have no further claim against the Issuer in respect of such unpaid amounts and will 

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accordingly not be able to petition for the winding up of the Issuer as a consequence of such 

shortfall. 

The Securities are direct, limited recourse obligations of the Issuer alone and not of the officers, 

members, directors, employees, securityholders or incorporator of the Issuer, the Trustee, the 

Counterparty, the Swap Guarantor, the obligor in respect of the Charged Assets or the Reference 

Entity or their respective successors or assigns. Furthermore, they are not obligations of, or 

guaranteed in any way by, the Dealer. 

No secondary market 

No secondary market is expected to develop in respect of the Securities and in the unlikely 

event that a secondary market does develop, there can be no assurance that it will provide the 

Securityholders with liquidity of investment or that it will continue for the life of the Securities. 

Accordingly, the purchase of the Securities is suitable only for investors who can bear the risks 

associated with a lack of liquidity in the Securities and the financial and other risks associated 

with an investment in the Securities. Investors must be prepared to hold the Securities for an 

indefinite period of time or until final redemption or maturity of the Securities. 

Business relationships 

Each of the Issuer, the Dealer, the Trustee, the Agents or any of their affiliates may have 

existing or future business relationships with the Counterparty, the Swap Guarantor, the obligor 

in respect of the Charged Assets or the Reference Entity (including, but not limited to, lending, 

depository, risk management, advisory and banking relationships), and will pursue actions and 

take steps that they deem or it deems necessary or appropriate to protect their or its interests 

arising therefrom without regard to the consequences for a Securityholder. Furthermore, the 

Dealer, the Trustee, the Agents or any of their respective affiliates may buy, sell or hold 

positions in obligations of, or act as investment or commercial bankers, advisers or fiduciaries 

to, or hold directorship and officer positions in, the obligor in respect of the Charged Assets or 

the Reference Entity. 

Taxation 

Each Securityholder will assume and be solely responsible for any and all taxes of any 

jurisdiction or governmental or regulatory authority, including, without limitation, any state or 

local taxes or other like assessment or charges that may be applicable to any payment to it in 

respect of the Securities. The Issuer will not be obliged to pay any additional amounts to 

Securityholders to reimburse them for any tax, assessment or charge required to be withheld or 

deducted from payments in respect of the Securities by the Issuer or the Principal Paying Agent 

or suffered by the Issuer in respect of its income from the Charged Assets or payments under a 

Charged Agreement (including the deduction of tax from such payments) or any tax, assessment 

or charge suffered by the Issuer except as provided for in the Issue Terms. 

Provision of information 

Neither the Issuer, the Trustee, the Agents, the Dealer nor any of their respective affiliates 

makes any representation as to the credit quality of the Counterparty, the Swap Guarantor, the 

obligor in respect of the Charged Assets or the Reference Entity. Any of such persons may have 

acquired, or during the term of the Securities may acquire, non-public information with respect 

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to the Counterparty, the Swap Guarantor, the obligor in respect of the Charged Assets or the 

Reference Entity. None of such persons is under any obligation to make available any 

information relating to, or keep under review on the Securityholders' behalf, the business, 

financial conditions, prospects, creditworthiness or status of affairs of the obligor in respect of 

the Charged Assets or the Reference Entity or conduct any investigation or due diligence into 

any such obligor in respect of the Charged Assets or the Reference Entity. 

Legal opinions 

Legal opinions relating to the Securities will be obtained on issue with respect to the laws of 

England and of Ireland but no such opinions will be obtained with respect to any other 

applicable laws and no investigations will be made into the validity or enforceability of the laws 

of any other jurisdiction in respect of the obligations under the Securities. Any such legal 

opinions will not be addressed to, and may not be relied on by, Securityholders. In particular, 

save as aforesaid, no legal opinions will be obtained in relation to: 

(i) 

(ii) 

(iii) 

the laws of the country of incorporation of the Reference Entity or the obligor in respect 

of the Charged Assets; 

the laws of the country in which any Obligations of the Reference Entity or the Charged 

Assets are situated; or 

the laws of the country which are expressed to govern any Obligations of the Reference 

Entity or the Charged Assets. 

Such laws depending upon the circumstances, may affect, among other things, the validity and 

legal and binding effect of the Obligations of the Reference Entity and/or the Charged Assets 

and the effectiveness and ranking of the security for the Securities. Consequently, no 

responsibility is accepted by the Issuer in relation to such matters. 

The Charged Assets 

The Initial Charged Assets comprise EUR15,000,000 in aggregate principal amount of 

EUR1,500,000,000 Floating Rate Notes due September, 2010 of Merrill Lynch S.A. (ISIN and 

Common Code XS0231029868 and 023102986 respectively). In accordance with Condition 

4(b)(iii) (Substitution with Cash Collateral), the Charged Assets may initially include Cash 

Collateral in place of the Initial Charged Assets, any such Cash Collateral shall be deposited in 

the Cash Deposit Account. The Cash Collateral (if any) will be replaced with the Initial 

Charged Assets as soon as the Dealer deems reasonably practicable. 

A description of the general terms and provisions of the Initial Charged Assets (together with a 

summary of the risk factors associated with an investment in the Initial Charged Assets) and 

information relating to Merrill Lynch S.A. are set out or incorporated by reference in the final 

terms dated 26th October, 2005 and 7th December, 2005, and the base prospectus dated 30th 

September 2005 (together, the “Charged Assets Prospectus”). 

Prospective investors are advised to review the Charged Assets Prospectus before deciding 

whether an investment in the Securities is suitable for them. 

Legality of purchase 

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None of the Issuer, the Dealer or any of their respective affiliates has or assumes responsibility 

for the lawfulness of the acquisition of the Securities by a prospective purchaser of the 

Securities, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in 

which it operates (if different), or for compliance by that prospective purchaser with any law, 

regulation or regulatory policy applicable to it. 

Preferred Creditors under Irish Law and Floating Charges 

Under Irish law, upon an insolvency of an Irish company such as the Issuer, when applying the 

proceeds of assets subject to fixed security which may have been realised in the course of a 

liquidation or receivership, the claims of a limited category of preferential creditors will take 

priority over the claims of creditors holding the relevant fixed security. These preferred claims 

include the remuneration, costs and expenses properly incurred by any examiner of the company 

(which may include any borrowings made by an examiner to fund the company's requirements 

for the duration of his appointment) which have been approved by the Irish courts (see 

"Examination" below). 

The holder of a fixed security over the book debts of an Irish tax resident company (which 

would include the Issuer) may be required by the Irish Revenue Commissioners, by notice in 

writing from the Irish Revenue Commissioners, to pay to them sums equivalent to those which 

the holder received in payment of debts due to it by the company. Where the holder of the 

security has given notice to the Irish Revenue Commissioners of the creation of the security 

within 21 days of its creation, the holder's liability is limited to the amount of certain 

outstanding Irish tax liabilities of the company (including liabilities in respect of value added 

tax) arising after the issuance of the Irish Revenue Commissioners' notice to the holder of fixed 

security. 

The Irish Revenue Commissioners may also attach any debt due to an Irish tax resident 

company by another person in order to discharge any liabilities of the company in respect of 

outstanding tax whether the liabilities are due on its own account or as an agent or trustee. The 

scope of this right of the Irish Revenue Commissioners has not yet been considered by the Irish 

courts and it may override the rights of holders of security (whether fixed or floating) over the 

debt in question. 

In relation to the disposal of assets of any Irish tax resident company which are subject to 

security, a person entitled to the benefit of the security may be liable for tax in relation to any 

capital gains made by the company on a disposal of those assets on exercise of the security. 

Examination 

Examination is a court procedure available under the Irish Companies (Amendment) Act, 1990, 

as amended (the 1990 Act), to facilitate the survival of Irish companies in financial difficulties. 

The company, the directors of the company, a contingent, prospective or actual creditor of the 

company, or shareholders of the company holding, at the date of presentation of the petition, not 

less than 1/10th of the voting share capital of the company are each entitled to petition the court 

for the appointment of an examiner. The examiner, once appointed, has the power to set aside 

contracts and arrangements entered into by the company after his appointment and, in certain 

circumstances, can avoid a negative pledge given by the company prior to his appointment. 

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Furthermore, he may sell assets the subject of a fixed charge. However, if such power is 

exercised he must account to the holders of the fixed charge for the amount realised and 

discharge the amount due to them out of the proceeds of sale. 

During the period of protection, the examiner will compile proposals for a compromise or 

scheme of arrangement to assist the survival of the company or the whole or any part of its 

undertaking as a going concern. 

A scheme of arrangement may be approved by the Irish High Court when at least one class of 

creditors has voted in favour of the proposals and the Irish High Court is satisfied that such 

proposals are fair and equitable in relation to any class of members or creditors who have not 

accepted the proposals and whose interests would be impaired by implementation of the scheme 

of arrangement. In considering proposals by the examiner, it is likely that secured and 

unsecured creditors would form separate classes of creditors. In the case of the Issuer, if the 

Trustee represented the majority in number and value of claims within the secured creditor class 

(which would be likely given the restrictions agreed to by the Issuer in the Conditions), the 

Trustee would be in a position to reject any proposal not in favour of the Securityholders. The 

Trustee would also be entitled to argue at the Irish High Court hearing at which the proposed 

scheme of arrangement is considered that the proposals are unfair and inequitable in relation to 

the Securityholders, especially if such proposals included a writing down to the value of 

amounts due by the Issuer to the Securityholders. The primary risks to the Securityholders if an 

examiner were to be appointed to the Issuer are as follows: 

(i) 

(ii) 

(iii) 

the potential for a scheme of arrangement being approved involving the writing down of 

the debt due by the Issuer to the Securityholders as secured by the relevant Trust 

Instrument; 

the potential for the examiner to seek to set aside any negative pledge in the terms of the 

Securities prohibiting the creation of security or the incurrence of borrowings by the 

Issuer to enable the examiner to borrow to fund the Issuer during the protection period; 

and 

in the event that a scheme of arrangement is not approved and the Issuer subsequently 

goes into liquidation, the examiner's remuneration and expenses (including certain 

borrowings incurred by the examiner on behalf of the Issuer and approved by the Irish 

High Court) will take priority over any amounts owed to the Securityholders under the 

terms of the Securities. 

Commingling of Charged Assets 

Prospective investors' attention is drawn to the limited circumstances permitted by the Agency 

Agreement whereby the Charged Assets held by the Custodian are not segregated from the 

designated investments of the Custodian and, in such circumstances, in the event of the 

Custodian's insolvency, the Issuer's assets may not be as well protected from claims made on 

behalf of the general creditors of the Custodian. 

Trustee Indemnity 

Upon the occurrence of an Event of Default in relation to the Securities, the Securityholders 

may be required to provide an indemnity to the Trustee to its satisfaction as provided for in 

11

Condition 11 (Events of Default). The Trustee shall not be obliged to take any action if not 

indemnified to its satisfaction. 

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Terms of Series 149 EUR15,000,000 Limited Recourse Secured Floating Rate Credit- 

Linked Notes due 2008 are set out in the Issue Terms below. 

ISSUE TERMS 

The Securities referred to below are Single Name Physically Settled Credit-Linked Securities 

credit-linked to Citigroup Inc. and any Successors only. Upon the occurrence of a Credit Event 

and satisfaction of the Conditions to Settlement with respect to the Reference Entity and/or any 

Obligation of the Reference Entity, the Securities will be redeemed in whole by physical 

settlement (subject to the occurrence of a Succession Event pursuant to Condition CL9 

(Succession Event Applicable) and to the delivery of multiple Credit Event Notices pursuant to 

Condition CL10 (Restructuring Credit Event Applicable)). 

The Securities have the Terms as set out in these Issue Terms, which will complete and modify 

(i) the Bearer Securities Base Conditions Module, June 2007 Edition (the Bearer Securities 

Base Conditions Module), (ii) the General Definitions Module, June 2007 Edition, (the 

General Definitions Module), (iii) the Credit-Linked Securities Conditions Module, June 2007 

Edition (the Credit-Linked Securities Conditions Module) and (iv) the Credit-Linked 

Definitions Module, June 2007 Edition (the Credit-Linked Definitions Module), all of which 

are incorporated by reference into these Issue Terms (together, the Conditions). 

1. Issuer: Xenon Capital Public Limited Company. 

2. Description of Securities: Series 149 EUR15,000,000 Limited Recourse 

Secured Floating Rate Credit-Linked Notes due 

2008. 

3. (a) Issue Date: 11th September, 2007. 

INTEREST 

(b) Issue Price: 100 per cent. of the aggregate nominal amount. 

4. The Securities are Floating Rate Securities which pay interest at the applicable Rate of 

Interest set out in paragraph 4(f) below on their Outstanding Principal Amount on the 

Specified Interest Payment Dates set out below. 

(a) Interest Rate Basis: Floating Rate. 

(b) Specified Interest Payment Dates: Subject to Condition CL4 (Interest), paragraph 

4(h) below and Condition 7(g) (Cessation of 

interest), 11th March, 11th June, 11th September 

and 11th December commencing on (and 

including) 11th December, 2007 to (and 

including) the Scheduled Termination Date or (if 

later than the Scheduled Termination Date) the 

Maturity Date, in each case subject to adjustment 

in accordance with the Business Day Convention 

specified below. The Scheduled Termination Date 

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(c) Interest Commencement Date: 11th September, 2007. 

and the Maturity Date are adjusted in accordance 

with the Business Day Convention for the 

purpose of payment only. 

If an Extension Notice has been given, the 

Securities will continue to bear interest after the 

Scheduled Termination Date in accordance with 

Condition CL4(a)(ii) (Interest). 

(d) Business Day Convention: Modified Following Business Day Convention. 

(e) Additional Business Centre(s): New York and TARGET. 

(f) 

Manner in which Rate of Interest is 

to be determined: 

ISDA Determination: 

(A) Floating Rate Option: EUR-EURIBOR- 

Telerate 

(B) Designated Maturity: Three months 

(C) Margin: Plus 0.80 per cent. 

(g) Floating Day Count Fraction: Actual/360. 

(h) Cessation of interest: Subject to Condition CL4 (Interest), if an Event 

Determination Date occurs with respect to the 

Reference Entity (see paragraph 7 below), interest 

on the Securities shall cease to accrue from, and 

including, the Interest Payment Date immediately 

preceding the Event Determination Date (or, in 

the case of the first Interest Period, from and 

including the Interest Commencement Date). 

(i) ISDA Definitions: 2000 ISDA Definitions. 

PROVISIONS RELATING TO REDEMPTION 

5. Maturity Date: The Securities shall be redeemed at their 

Outstanding Principal Amount on the Scheduled 

Termination Date (see paragraph 6 below) unless 

(a) the Counterparty has given an Extension 

Notice, (b) the Securities have previously been 

redeemed mandatorily under Conditions 8(b) 

(Redemption for taxation reasons) or 8(c) 

(Mandatory Redemption) or purchased under 

Condition 9 (Purchase) or, as the case may be, are 

in the process of being so redeemed or purchased, 

(c) in relation to a Credit Event, the Conditions to 

Settlement have been satisfied or (d) an Event of 

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Default has occurred under Condition 11 (Events of 

Default). 

The Counterparty may deliver an Extension Notice 

at any time prior to 11.00 a.m. (London time) on 

the first Business Day prior to the Scheduled 

Termination Date. As soon as reasonably 

practicable after receiving an Extension Notice 

from the Counterparty, the Issuer shall inform the 

Securityholders in accordance with Condition 15 

(Notices). 

If an Extension Notice has been given, the 

Maturity Date shall be the Extended Maturity Date 

unless (i) the Counterparty has given a 

Cancellation Notice prior to the Extended Maturity 

Date in which case it shall be the later of (a) the 

date upon which the Cancellation Notice was given 

and (b) the Scheduled Termination Date or (ii) the 

Conditions to Settlement have been satisfied in 

relation to a Credit Event in which case the 

provisions of Condition CL7 (Physical Settlement) 

shall apply. 

For the avoidance of doubt, Condition CL11 (Final 

Redemption and Maturity Date), as amended by 

these Issue Terms, shall apply. 

6. Scheduled Termination Date: 11th September, 2008, which shall be subject to 

adjustment in accordance with the Modified 

Following Business Day Convention for the 

purposes of payment only. 

CREDIT-LINKED PROVISIONS 

7. The Securities are Single Name Physical CLS for the purposes of the Credit-Linked 

Securities Conditions Module. In the event of a Credit Event with respect to the 

Reference Entity and/or any Obligation of the Reference Entity which occurs on or prior 

to the later of the Scheduled Termination Date and the Extended Maturity Date and upon 

satisfaction of the Conditions to Settlement, the Issuer may settle the Securities by 

Delivery of the Portfolio (subject to paragraph 7(l) below) and making any relevant 

payments on terms as set out in the Credit-Linked Securities Conditions Module, June 

2007 Edition (as amended and supplemented by these Issue Terms). 

(a) The Reference Entity: Citigroup Inc. and any Successors. 

For the avoidance of doubt, Condition CL9(a) 

(Succession Event Applicable) of the Credit-Linked 

Securities Conditions Module shall apply. 

15

(b) (i) The Reference Obligation: The obligation identified as follows: 

USD2,500,000,000 6.50% Notes of Citigroup Inc. 

due 2011 (ISIN: US172967BC45). 

Primary obligor: 

Citigroup Inc. 

(ii) 

Whether Substitution of the 

Reference Obligation is 

applicable: 

Applicable. 

(iii) All Guarantees: Not Applicable. 

(iv) 

Qualifying Affiliate 

Guarantees: 

Applicable 

(c) Reference Amount: EUR15,000,000 

(d) Credit Events: Bankruptcy. 

Failure to Pay. 

Grace Period Extension: Not Applicable. 

Payment Requirement: USD1,000,000. 

Restructuring: 

Restructuring Maturity Limitation and 

Fully Transferable Obligation: Applicable. 

Default Requirement: USD10,000,000. 

Multiple Holder Obligation: Applicable. 

(e) 

Obligations 

Obligation Category: 

Obligation Characteristics: 

Borrowed Money. 

Not Applicable. 

(f) Conditions to Settlement: Credit Event Notice. 

Notice of Publicly Available Information. 

Notice of Physical Settlement. 

The first date on which both the Credit Event 

Notice and the Notice of Publicly Available 

Information are effective is the Event 

Determination Date. Such notices must be given 

within the Notice Delivery Period. 

16

(g) Settlement Currency: Euros (“EUR”) 

The Notice of Physical Settlement must be given 

not later than the 30th calendar day after the Event 

Determination Date. 

(h) 

The Issuer will redeem all the 

Securities as follows in the case of 

a redemption upon a Credit Event: 

The Issuer will, subject to paragraph 7(l) below, 

Deliver the Portfolio and pay the Early 

Redemption Adjustment (if positive) or, as the case 

may be, the Adjustment Rounding Amount in 

satisfaction of its obligations under the Swap 

Agreement apportioned pro rata among all the 

Securityholders on the Physical Settlement Date. 

(i) Physical Settlement Date: The Physical Settlement Date means the last day 

of the Physical Settlement Period following 

satisfaction of Conditions to Settlement or such 

earlier date as the Calculation Agent may designate 

(the Initial Physical Settlement Date), provided 

that, if a Hedge Disruption Event (as determined 

by the Calculation Agent in its absolute discretion) 

has occurred on or prior to the Initial Physical 

Settlement Date, the Physical Settlement Date may 

be extended to the Extended Physical Settlement 

Date pursuant to Condition CL7(c) (Physical 

Settlement); and Physical Settlement Period means 

30 Business Days. 

(j) 

The Portfolio to be Delivered by 

the Issuer: 

Deliverable Obligation Category: 

The Portfolio to be Delivered by the Issuer will 

comprise Deliverable Obligations of the Reference 

Entity. 

The Deliverable Obligations shall comprise the 

Reference Obligation and/or any obligation of the 

Reference Entity (either directly or as provider of 

any Qualifying Guarantee) as selected by the 

Counterparty in its sole and absolute discretion 

which is included in the Deliverable Obligation 

Category (see below) and has the Deliverable 

Obligation Characteristics (see below). 

Bond or Loan. 

17

Deliverable Obligation 

Characteristics: 

Not Subordinated. 

Specified Currency: Standard Specified 

Currencies. 

(k) 

The Portfolio of Deliverable 

Obligations will be calculated as 

follows: 

Not Contingent. 

Maximum Maturity: 30 years 

Assignable Loan (Loans only). 

Consent Required Loan (Loans only). 

Not Bearer (Bonds only). 

Transferable (Bonds only). 

The Portfolio shall comprise Deliverable 

Obligations selected by the Counterparty in its sole 

discretion, having an Outstanding Principal 

Balance (or the equivalent Currency Amount) on 

the Settlement Valuation Date equal to the 

aggregate Outstanding Principal Amount of the 

Securities then outstanding and subject to 

redemption, less an amount (but only where the 

Early Redemption Adjustment is negative) equal to 

the nominal amount of Deliverable Obligations (as 

may be selected by the Calculation Agent in its 

sole discretion) having a liquidation value 

(determined by the Calculation Agent in its sole 

discretion as of the Settlement Valuation Date) 

equal to the absolute value of the Early 

Redemption Adjustment. 

If the aggregate Outstanding Principal Balance (or 

the equivalent Currency Amount) of Deliverable 

Obligations to be Delivered by the Issuer in 

accordance with the foregoing paragraph is not 

equal to an authorised denomination (or integral 

multiple thereof) of Deliverable Obligations then 

the nominal amount of Deliverable Obligations to 

be Delivered shall, in the sole and absolute 

discretion of the Calculation Agent, be rounded 

down to the nearest authorised denomination (or 

multiple thereof) of the Deliverable Obligations, 

or, if none, zero (the amount by which the nominal 

amount of Deliverable Obligations to be Delivered 

is so rounded down being the Notional Portfolio 

Reduction Amount). In such circumstances, in 

lieu of Delivery of Deliverable Obligations in a 

18

nominal amount equal to the Notional Portfolio 

Reduction Amount, the Issuer shall pay to 

Securityholders an amount (the Adjustment 

Rounding Amount) determined by the Calculation 

Agent in its sole and absolute discretion as being 

equal to the liquidation value (determined by the 

Calculation Agent in its sole and absolute 

discretion) of such Deliverable Obligations in a 

nominal amount equal to the Notional Portfolio 

Reduction Amount, to be apportioned pro rata 

among such Securityholders. 

The definitions of Portfolio and Adjustment 

Rounding Amount as set out in the Credit-Linked 

Definitions Module, June 2007 Edition shall be 

amended accordingly. 

The liquidation value shall be converted into EUR 

(if necessary) at the rate determined by the 

Calculation Agent in its sole and absolute 

discretion on the Settlement Valuation Date. 

(l) Alternative Cash Settlement: If the Issuer and/or the Counterparty are unable to 

Deliver the Portfolio on the Initial Physical 

Settlement Date (or the Extended Physical 

Settlement Date) due to a Potential Cash 

Settlement Event, the Issuer and/or the 

Counterparty shall attempt to so Deliver until the 

Final Delivery Date (or, if applicable, the 

Undeliverable Loan Date). 

Following such failure to Deliver, the 

Undeliverable Obligations will be valued two 

Business Days later and cash settled six Business 

Days after the later of the Final Valuation Date and 

the Undeliverable Loan Valuation Date, as more 

fully described in the Credit-Linked Securities 

Conditions Module, June 2007 Edition. 

If applicable, any amounts will be converted into 

EUR at the rate determined by the Calculation 

Agent in its sole and absolute discretion on or 

around the Business Day of valuation referred to in 

the immediately preceding paragraph. 

In determining the Final Price of the Undeliverable 

Obligations, Highest and Full Quotations obtained 

from five Dealers (and the reference to "Eligible 

Bidders" in the definition of "Full Quotation" shall 

19

PROVISIONS RELATING TO SECURITY 

be construed accordingly) will apply to such 

Deliverable Obligations comprising both Bonds 

and Loans. 

On the Alternative Cash Settlement Date, the 

Issuer will pay the Alternative Cash Settlement 

Amount, to be apportioned pro rata among all 

Securityholders, in full satisfaction of its payment 

obligations in respect of the Securities. 

Alternative Cash Settlement is more fully 

described in Condition CL7 (Physical Settlement) 

of the Credit-Linked Conditions Module, June 

2007 Edition as modified by this paragraph (l). 

8. Initial Charged Assets: Subject to paragraph 9 below, EUR15,000,000 in 

aggregate principal amount of the 

EUR1,500,000,000 Floating Rate Notes due 

September, 2010 of Merrill Lynch S.A. (ISIN and 

Common Code XS0231029868 and 023102986, 

respectively). 

9. Substitution of Initial Charged 

Assets: 

(a) 

(b) 

At the direction of the 

Counterparty pursuant to 

Condition 4(b)(i) 

(Substitution at direction of 

Counterparty): 

At the direction of the 

Securityholders pursuant to 

Condition 4(b)(ii) 

(Substitution at the request 

of Securityholders): 



10. Charged Agreements: 

(a) Counterparty: Merrill Lynch International of Merrill Lynch 

Financial Centre, 2 King Edward Street, London 

EC1A 1HQ. 

(b) Swap Agreement: A 1992 ISDA Master Agreement (Multicurrency – 

Cross Border) and Schedule thereto (in the form of 

the Swap Schedule Terms Module, June 2007 

Edition) dated as of 11th September, 2007 as 

supplemented by a confirmation (comprising both 

20

(c) 

Counterparty's rights to 

assign and/or to delegate its 

rights and obligations 

under the Swap 

Agreement: 

a credit default option transaction and an interest 

rate swap transaction) dated the Issue Date 

between the Issuer and the Counterparty. 

Yes, to any subsidiary of Merrill Lynch & Co., Inc. 

(d) Swap Guarantor: Merrill Lynch & Co., Inc. 

(e) Swap Guarantee: The Swap Agreement is unconditionally and 

irrevocably guaranteed by the Swap Guarantor. 

11. (a) Security Ranking Basis: The net proceeds of realisation of, or enforcement 

with respect to, the security constituted by the 

Trust Instrument (following payment of all 

amounts due to the Trustee in accordance with the 

Trust Instrument) shall be applied: 

(i) first in meeting the claims of the 

Counterparty; and 

(ii) 

thereafter pro rata in meeting the claims of 

the Securityholders and Couponholders. 

(b) Instructing Creditor: For the purposes of these Securities only, the 

Instructing Creditor shall be the Counterparty. 

12. Custodian’s account details: Euroclear Account No. 27559 or such other 

account as may be advised by the Custodian from 

time to time. 

13. Counterparty Account details 

(being the account into which the 

Custodian will credit EUR 

amounts received by it in respect 

of the Charged Assets): 

Citibank N.A., London 

Favour: Merrill Lynch International, London 

(SWIFT: MLILGB2A) 

Account Number: 10411213 

SWIFT: CITIGB2L 

Ref: Xenon Capital Public Limited Company 

Series 149. 

14. Additional Charging Document: Not Applicable. 

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 

15. Closing Date and Time: 2.00 pm (London time) on 11th September, 2007. 

16. Pre-Closing Date and Time: Not Applicable. 

17. Form of Securities: Securities in bearer form to be represented on issue 

21

y a Temporary Bearer Global Security. 

The Temporary Bearer Global Security is 

exchangeable for a Permanent Bearer Global 

Security, which is exchangeable for Bearer 

Securities in definitive form only upon an 

Exchange Event. 

18. Whether TEFRA D or TEFRA C 

rules applicable or TEFRA rules 

not applicable: 

TEFRA D. 

19. Currency of Issue: EUR 

20. Specified Denomination: EUR 500,000 

21. Whether the Issuer is able to 

purchase any of the Securities 

pursuant to Condition 9 

(Purchase): 

Yes. 

22. Rating: The Securities will not be rated. 

23. Listing: Yes. An application will be made to the Irish Stock 

Exchange for the Securities to be admitted to the 

Official List and trading on its regulated market. 

24. Common Code and ISIN: 031833213 and XS0318332136, respectively. 

AGENTS AND OTHER PARTIES 

25. Party and specified office 

(a) Trustee: HSBC Trustee (C.I.) Limited of P.O. Box 88, 1 

Grenville Street, St. Helier, Jersey, JE4 9PF. 

(b) Principal Paying Agent: HSBC Bank plc of 8 Canada Square, London E14 

5HQ. 

(c) Custodian: HSBC Bank plc of 8 Canada Square, London E14 

5HQ. 

(d) Calculation Agent and 

Agent Bank: 

Merrill Lynch International of Merrill Lynch 


EC1A 1HQ. 

(e) Vendor: Merrill Lynch International of Merrill Lynch 


EC1A 1HQ. 

(f) Selling Agent: Merrill Lynch International of Merrill Lynch 


22

EC1A 1HQ, or any one of its Affiliates. 

(g) Irish Listing Agent: A&L Listing Limited of International Financial 

Services Centre, North Wall Quay, Dublin 1, 

Ireland. 

(h) 

Issuer’s Agent for Service 

of Process: 

Merrill Lynch International of Merrill Lynch 


EC1A 1HQ. 

ADDITIONAL TERMS 

26. The definition of Early Redemption Amount appearing on page 7 of the General 

Definitions Module shall be deleted and replaced by the following: 

"Early Redemption Amount means, in relation to the Securities, the sum of: 

(a) 

(b) 

the liquidation proceeds (including accrued interest, if any) of the Charged 

Assets less any costs, expenses and taxes incurred in connection with such 

liquidation; plus 

the termination amount (if any) in EUR that would be payable in respect of the 

early termination of the Swap Agreement, as determined by the Counterparty in 

its absolute discretion. Where the termination amount would be payable by the 

Counterparty to the Issuer such amount shall be expressed as a positive number 

and where the termination amount would be payable by the Issuer to the 

Counterparty, such amount shall be expressed as a negative number." 

27. The word "Issuer" shall be deemed to be deleted and replaced with the word 

"Counterparty" wherever it appears in Condition CL2 (Credit Event Terms). 

28. All references to Further Extended Physical Settlement Date in the Credit-Linked 

Securities Conditions Module and the Credit-Linked Definitions Module shall be 

deemed to be deleted. 

29. The definition of “Alternative Cash Settlement Amount” in the Credit-Linked 

Definitions Module shall be amended by the insertion of the following words at the end 

of the definition: “, plus (c) (to the extent that such amounts have not yet been paid by 

the Issuer on the Initial Physical Settlement Date) the Early Redemption Adjustment (if 

positive) or, as the case may be, the Adjustment Rounding Amount.” 

23

SUBSCRIPTION AND SALE 

The Dealer agrees that it will (to the best of its knowledge and belief) comply with all 

applicable securities laws and regulations in force in any jurisdiction in which it purchases, 

offers, sells or delivers the Securities or possesses or distributes this Supplemental Information 

Memorandum or the Information Memorandum and will obtain any consent, approval or 

permission required by it for the purchase, offer, sale or delivery by it of Securities under the 

laws and regulations in force in any jurisdiction to which it is subject or in which it makes such 

purchases, offers, sales or deliveries and the Issuer shall not have any responsibility therefor. 

Neither the Issuer nor the Dealer represents that Securities may at any time lawfully be sold in 

compliance with any applicable registration or other requirements in any jurisdiction, or 

pursuant to any exemption available thereunder, or assumes any responsibility for facilitating 

such sale. 

In particular, the selling restrictions in the following jurisdictions, as set out in the Information 

Memorandum, apply: 

United States (Non U.S. Series) and European Economic Area (including the United Kingdom 

and the Republic of Ireland). 

In addition, the following selling restriction shall apply: 

Greece 

Within the jurisdiction of Greece, the Securities shall be offered or sold only to sophisticated 

investors and institutional investors. Furthermore, no Greek resident shall be allowed to 

purchase any Securities unless the consideration for acquiring the Securities exceeds 

EUR50,000. 

24

USE OF PROCEEDS 

The net proceeds of the issue of the Securities which amounts to EUR15,000,000 shall be used 

by the Issuer to purchase the Initial Charged Assets on the Issue Date. 

Method of Payment 

On the Issue Date, delivery of beneficial interests in the Temporary Bearer Global Security will 

be made in book-entry form through the facilities of Euroclear or Clearstream, Luxembourg, in 

each case against payment therefor in immediately available funds. 

25

DESCRIPTION OF THE INITIAL CHARGED ASSETS AND THE ISSUER OF THE 

INITIAL CHARGED ASSETS 

The information in the following sections concerning the Initial Charged Assets and the issuer 

of the Initial Charged Assets has been accurately reproduced from information published by 

Merrill Lynch S.A.. So far as the Issuer is aware and is able to ascertain from information 

published by Merrill Lynch S.A., no facts have been omitted which would render the 

reproduced information misleading. 

A. Initial Charged Assets 

The Initial Charged Assets comprise EUR15,000,000 in aggregate principal amount of the 

EUR1,500,000,000 Floating Rate Notes due September, 2010 of Merrill Lynch S.A. 

Issuer: 

Issue Date: 

Aggregate Principal Amount issued: 

Form and Denomination: 

Merrill Lynch S.A. 

29th September, 2005 and 7th December, 

2005. 

EUR1,500,000,000. 

Form: Bearer. 

Denomination: EUR50,000 

First Interest Payment Date: 29th December, 2005. 

Maturity Date: 29th September, 2010. 

Interest Rate: 

Interest Payment Dates: 

ID Codes: 

Listing: 

Governing Law: 

3 Month EURIBOR plus 0.20 per cent. 

29th March, 29th June, 29th September and 

29th December in each year. 

ISIN and Common Code XS0231029868 and 

023102986, respectively. 

Luxembourg Stock Exchange. 

New York. 

Status: Direct, unsecured unsubordinated debt 

securities. 

26

B. Description of Merrill Lynch S.A. 

Merrill Lynch S.A. was incorporated as a limited company under the laws of 

Luxembourg in 1991. The registered office of Merrill Lynch S.A. is located at Ballade 

B2, 4, rue Albert Borschette, L-1246 Luxembourg, with telephone number +352 49 49 

111 and it is registered with the Register of Commerce and Companies of Luxembourg 

under number B-39046. Merrill Lynch S.A. is wholly-owned beneficially by Merrill 

Lynch International Holdings Inc., a wholly-owned subsidiary of Merrill Lynch 

International which, in turn, is wholly-owned by the Swap Guarantor. The Company 

has one subsidiary, ML SSG S.a.r.l, which is wholly-owned by Merrill Lynch S.A. 

The object of Merrill Lynch S.A, as set out in its Articles of Incorporation, is to make 

loans and to grant financial assistance in any form whatsoever to companies which are 

part of its group. To that effect, Merrill Lynch S.A may borrow money in whatever 

form and currency, issue bonds, debentures or other debt instruments in whatever form 

and in any manner whatsoever, and it may secure any of its borrowings by pledge or 

security of all or any of its property or income. 

Merrill Lynch S.A also has the corporate power to take participating interests in any 

companies or undertakings in whatever form and carry out transactions pertaining to the 

administration, the management, the control and the development of any such 

participating interests. 

27

DESCRIPTION OF THE COUNTERPARTY AND SWAP GUARANTOR 

1. Business of the Swap Guarantor 

The Swap Guarantor was incorporated under the laws of the State of Delaware, USA in 

1973. The principal executive office of the Swap Guarantor is located at 4 World 

Financial Center, New York, N.Y. 10080, United States of America. The Swap 

Guarantor's registered office in the State of Delaware is c/o The Corporation Trust 

Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 

19801, United States of America. 

The Swap Guarantor is a holding company that, together with its subsidiaries, provides 

investment, financing, insurance and related services to individuals and institutions on a 

global basis through its broker, dealer, banking, insurance and other financial services 

subsidiaries. Its principal subsidiaries include Merrill Lynch, Pierce, Fenner & Smith 

Incorporated, Merrill Lynch International, Merrill Lynch Government Securities Inc., 

Merrill Lynch Capital Services, Inc., Merrill Lynch Investment Managers, LP Merrill 

Lynch Bank USA, Merrill Lynch Bank & Trust Co., FSB, Merrill Lynch International 

Bank Limited, Merrill Lynch Mortgage Capital, Inc., Merrill Lynch Japan Securities 

Co., Ltd., Merrill Lynch Life Insurance Company, ML Life Insurance Company of 

New York, Merrill Lynch Derivative Products, AG and ML IBK Positions Inc. The 

services, which the company and its principal subsidiaries provide includes: 

· securities brokerage, trading and underwriting; 

· investment banking, strategic advisory services (including mergers and 

acquisitions) and other corporate finance activities; 

· wealth management products and services, including financial, retirement and 

generational planning; 

· investment management and advisory and related record-keeping services; 

· origination, brokerage, dealer and related activities in swaps, options, forwards, 

exchange-traded futures, other derivatives, commodities and foreign exchange 

products; 

· securities clearance, settlement financing services and prime brokerage; 

· private equity and other principal investing activities; 

· property trading of securities, derivatives and loans; 

· banking, trust and lending services, including deposit-taking, consumer and 

commercial lending, including mortgage loans and related services; 

· insurance and annuities sales; and 

· research across the following disciplines: global fundamental equity research, 

global fixed income and equity-linked research, global economics and global 

investment strategy. 

28

The Swap Guarantor provides these products and services to a wide array of clients, 

including individual investors, small and large businesses, public companies, financial 

institutions, governments and government agencies. 

The common stock of the Swap Guarantor is listed on the New York Stock Exchange, 

Chicago Stock Exchange, Pacific Exchange, London Stock Exchange and Tokyo Stock 

Exchange and is subject to the information and reporting requirements of the U.S. 

Securities Exchange Act of 1934, as amended, and is required to file annual, quarterly 

and special reports and other information with the U.S. Securities and Exchange 

Commission (“SEC”). Required filings include: annual reports on Form 10-K; quarterly 

reports on Form 10-Q and current reports on Form 8-K. All filings are made in English. 

The filings of Merrill Lynch & Co., Inc. with the SEC can be assessed on the SEC’s 

website at http://www.sec.gov. 

2. Business of the Counterparty 

The Counterparty was incorporated under the laws of England and Wales on 2nd 

November, 1988. The registered address of the Counterparty is Merrill Lynch Financial 

Centre, 2 King Edward Street, London EC1A 1HQ. 

The Counterparty's principal activities are to provide a wide range of financial services, 

to act as a broker and dealer in financial instruments and to provide corporate finance 

services. 

29

GENERAL INFORMATION 

1. There are no governmental, legal or arbitration proceedings (including any such 

proceedings which are pending or threatened of which the Issuer is aware) and in the 12 

months preceding the date of this document which may have or have in such period had 

a significant effect of the financial position of profitability of the Issuer. 

2. No material fees are payable by the Issuer in respect of which the Issuer does not have a 

right of reimbursement. The estimated total expenses relating to the admission of the 

Securities to trading are EUR 3,500 – 3,600. 

3. Merrill Lynch International will purchase the Securities by transferring EUR15,000,000 

to HSBC Bank plc as Common Depositary for Clearstream, Luxembourg and Euroclear 

for the Securities. 

4. The auditors of the Issuer are Deloitte and Touche, Earlsfort Terrace, Dublin 2, Ireland, 

who are chartered accountants qualified to practise in Ireland and members of the 

Institute of Chartered Accountants in Ireland, and who have audited the Issuer's 

accounts, without qualification, in accordance with generally accepted auditing standards 

in Ireland for each of the two financial years ended on 31st December 2004 and 31st 

December, 2005. The auditors of the Issuer have no material interest in the Issuer. 

5. The Issuer does not intend to provide any post-issuance information in relation to the 

Securities or the Charged Assets. 

6. The issue of the Securities was authorised by a resolution of the Board of Directors of 

the Issuer passed on 10 September 2007. 

30

REGISTERED OFFICE OF THE ISSUER 

Xenon Capital Public Limited Company 

5 Harbourmaster Place 

International Financial Services Centre 

Dublin 1, Ireland 

DEALER, COUNTERPARTY, CALCULATION AGENT, AGENT BANK, VENDOR 

AND SELLING AGENT 

Merrill Lynch International 

Merrill Lynch Financial Centre 

2 King Edward Street 

London EC1A 1HQ 

TRUSTEE 

HSBC Trustee (C.I.) Limited 

P.O. Box 88, 

1 Grenville Street 

St. Helier 

Jersey JE4 9PF 

PRINCIPAL PAYING AGENT AND CUSTODIAN 

HSBC Bank plc 

8 Canada Square 

London 

E14 5HQ 

LEGAL ADVISERS 

To the Dealer as to English law: 

To the Issuer as to Irish law: 

Linklaters LLP 

A&L Goodbody 

One Silk Street 


London EC2Y 8HQ 

North Wall Quay 


IRISH LISTING AGENT 

A&L Listing Limited 


North Wall Quay 


31

SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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