€5,000,000,000 Limited Recourse Secured Note Programme

ISSUER ADDENDUM
€5,000,000,000
Limited Recourse Secured Note Programme
Rutland Capital Limited
(an exempted company with limited liability incorporated under the laws of the Cayman Islands and having its registered office at
PO Box 1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands)
This Issuer Addendum (the Issuer Addendum) in respect of Rutland Capital Limited (the Issuer or
Rutland Capital) has been prepared for the purpose of giving information about Rutland Capital and
incorporates by reference, and should be read in conjunction with, pages 1 to 188 (inclusive) of the
registration document dated 24 November 2006 in relation to the €5,000,000,000 Limited Recourse Secured
Note Programme (the Programme) under which the Issuer issues Notes (the Notes) or enters into loans (the
Loans ) from time to time, and comprises a registration document (the Registration Document) in respect of
Rutland Capital for the purposes of Article 5.3 of the Directive 2003/71/EC (the Prospectus Directive ).
This Issuer Addendum forms part of the Registration Document and must be read in conjunction with the
rest of the Registration Document and all other documents which are deemed to be incorporated by reference
in the Registration Document. The Issuer acceded to the Programme pursuant to a deed of adherence (the
Deed of Adherence) dated 1 December 2003 between inter alia the Issuer and the Trustee. Unless the
context otherwise requires, terms defined in the Registration Document shall have the same meaning when
used in this Issuer Addendum.
Application has been made to the Irish Financial Services Regulatory Authority, as competent authority
under the Prospectus Directive 2003/71/EC, for the Registration Document to be approved. Such approval
relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock
Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to
the public in any Member State or the European Economic Area. Application has been made to the Irish
Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market.
The Issuer accepts responsibility for the information contained in the Registration Document having taken all
reasonable care to ensure that such is the case, the information contained in the Registration Document is, to
the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import.
The delivery of this Issuer Addendum at any time does not imply that any information contained herein is
correct at any time subsequent to the date hereof.
The information included in the applicable Securities Note with respect to the Charged Assets, the Reference
Entity (or Reference Entities, as the case may be) and the Reference Obligations (in each case as applicable)
will be accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information
published by any third party, no facts will have been omitted which would render the reproduced information
inaccurate or misleading. No further or other responsibility in respect of such information is accepted by the
Issuer.
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 Issuer Addendum or any supplement or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Trustee or Bear, Stearns
International Limited as Arranger (the Arranger) or the relevant Dealer.
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Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the
security arrangements (including, without limitation, with regard to any obligor of the Charged Assets, any
Reference Entity, any Swap Counterparty, any Swap Guarantor, any Credit Support Provider and any Issuer
Credit Enhancer and the full terms of the Charged Assets, Reference Obligations and the Charged
Agreement(s) (in each case as applicable)) and the Notes as they deem appropriate to evaluate the merits and
risks of an investment in the Notes. None of the Trustee, the Dealers or the Arranger have or will have
separately verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by
the Trustee, the Dealers or the Arranger as to the accuracy or completeness of the information contained in
this Issuer Addendum or in any other information provided by the Issuer in connection with the Programme
or the Notes or their distribution and none of the Trustee, the Dealer or the Arranger accepts any liability
therefor. The statements made in this paragraph are made without prejudice to the responsibility of the
Issuer under the Programme.
This Issuer Addendum 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 which would permit an offering of
the Notes or the distribution of the Registration Document or any Securities Note in any jurisdiction where
action for such purpose is required.
The only assets of the Issuer available to meet the claims of the Noteholders of any Series will be the
assets secured in respect of that Series.
Arranger
Bear, Stearns International Limited
Dealers
Bear, Stearns International Limited
Bear, Stearns & Co. Inc.
Bear Stearns Bank plc
The date of this Issuer Addendum is 24 November 2006
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Neither this Issuer Addendum nor other information supplied in connection with the Programme or the Notes
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or as constituting an invitation or offer by any Issuer, the Trustee or any of the Dealers that
any recipient of this Issuer Addendum or other information supplied in connection with the Programme or
any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer, the relevant Swap Counterparty (if any), the relevant Issuer Credit Enhancer
(if any), the relevant Credit Support Provider (if any), the relevant Swap Guarantor (if any), the Reference
Entit(y/ies) (if any), the obligor under the relevant Charged Assets and the past and possible future
performance of any relevant index or security (see the section entitled "Risk Factors" on page 6 for a
discussion of certain factors to be considered in connection with an investment in the Notes). Neither this
Issuer Addendum nor any other information supplied in connection with the Programme or any Notes
constitutes an offer or invitation by or on behalf of any Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.
The delivery of the Registration Document or any Securities Note or the offering, sale or delivery of any
Notes shall not at any time or in any circumstances imply that the information contained herein or therein
concerning the Issuer is correct at any time subsequent to the date hereof or thereof (as the case may be) or
that any other information supplied in connection with the Programme is correct as of any time subsequent to
the date indicated in the document containing the same. The Trustee, the Arranger and the Dealers expressly
do not undertake to review the financial condition or affairs of the Issuer, any Swap Counterparty, any Issuer
Credit Enhancer, any Credit Support Provider, any Swap Guarantor, any Reference Entity or any obligor
under any Charged Assets during the life of the Programme. Investors should review, inter alia, the most
recent financial statements, (if any), of the Issuer, the relevant Swap Counterparty (if any), the relevant
Issuer Credit Enhancer (if any), the relevant Credit Support Provider (if any), the relevant Swap Guarantor
(if any), the Reference Entity(ies) (if any) and any obligor under the relevant Charged Assets when deciding
whether or not to purchase any Notes.
The Registration Document or any Securities Note does not constitute an offer to sell or the solicitation of an
offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of the Registration Document or any Securities Note and
the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Trustee, the
Arranger and the Dealers do not and will not represent that the Registration Document or any Securities Note
may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been or will be taken by the Issuer, the Trustee, the Arranger or the Dealers which would permit a public
offering of the Notes or distribution of the Registration Document or any Securities Note in any jurisdiction
where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or
indirectly, and neither the Registration Document, any Securities Note nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession the
Registration Document or any Securities Note or Notes come must inform themselves about, and observe,
any such restrictions. In particular, there are restrictions on the distribution of the Registration Document or
any Securities Note and the offer or sale of Notes in the United States (or to or for the account or benefit of
U.S. persons), the European Economic Area (including the United Kingdom, the Grand Duchy of
Luxembourg, Germany, the Republic of Italy, Spain, The Netherlands, Belgium and France), Japan and the
Cayman Islands (see the section entitled "Subscription and Sale and Transfer Restrictions" in the
Registration Document).
Circular 230 Notice
To ensure compliance with U.S. Treasury Department regulations, we advise you that any tax discussion
herein was not written and is not intended to be used and cannot be used by any taxpayer for purposes of
avoiding U.S. federal income tax penalties that may be imposed on the taxpayer. Any such tax discussion
was written to support the promotion or marketing of the Notes to be issued pursuant to the Registration
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Document. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor.
Notwithstanding any provision herein and the otherwise confidential nature of this Issuer Addendum and its
contents, and effective from the date of commencement of discussions concerning the transaction described
or contemplated hereby, each party to such transactions (and each employee, representative, or other agent of
such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure, except to the extent that any such disclosure
could reasonably be expected to cause the transactions not to be in compliance with securities laws. In
addition, no person may disclose the name of or identifying information with respect to any party identified
herein or other non-public business or financial information that is unrelated to the tax treatment or tax
structure of the transactions without the prior consent of the Issuer. For the purposes of this paragraph, the
tax treatment of the transactions is the purported or claimed U.S. federal income tax treatment of the
transactions, and the tax structure of the transactions is any fact that may be relevant to understanding the
purported or claimed U.S. federal income tax treatment of the transactions.
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Table of Contents
Risk Factors.................................................................................................................................... 6
Documents Incorporated by Refererence........................................................................................... 10
Rutland Capital Limited................................................................................................................... 11
General Information......................................................................................................................... 14
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RISK FACTORS
The purchase of Notes 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 Notes.
The Issuer believes that the following factors may be relevant to it and its industry. All 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
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts
on or in connection with any Notes may occur for other reasons and such Issuer does not represent that the
statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also
read the detailed information set out in the Registration Document and the relevant Securities Note and, in
the light of their own financial circumstances and investment objectives, reach their own views prior to
making any investment decision.
Limited recourse
(A)
(B)
(C)
The rights of Noteholders of any Series to participate in the assets of the Issuer is limited to the
Mortgaged Property relating to each Series. All payments to be made by the Issuer in respect of the
Notes, Receipts and Coupons of each Series and the relative Swap Agreement (if any) will be made
only from and to the extent of the sums received or recovered from time to time by or on behalf of
the Issuer or the Trustee in respect of (i) the relative Charged Assets and the relative Credit Support
Document(s) and (ii) in the case of the Notes, Receipts and Coupons of each Series, the other
Mortgaged Property (as defined in Condition 3(a) (Security - Security)) in respect of such Series
(applied, if applicable, in accordance with the ranking of the Classes within such Series);
To the extent that such sums are less than the amount which the holders of the Notes, Receipts and
Coupons and such Swap Counterparty (if any) may have expected to receive if paragraph (A) above
did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by
such holders and by such Swap Counterparty (if any) in accordance with the "Terms and Conditions
of the Notes" set out in the Registration Document and, where applicable, the Security Ranking Basis
specified in the applicable Securities Note and, if applicable, the relevant ranking of the Classes
within such Series; and
Each holder of Notes, Receipts or Coupons, by subscribing for or purchasing such Notes, Receipts or
Coupons and each Swap Counterparty (if any), will be deemed to accept and acknowledge that it is
fully aware that:
(i)
(ii)
the holders of the Notes, Receipts and Coupons and the Swap Counterparty (if any) shall
look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph
(B) above, (the Relevant Sums ) for payments to be made by the Issuer in respect of the
Notes, Receipts and Coupons and the Swap Agreement (if any) and the other assets (if any)
of the Issuer including, in particular, assets securing other Series of Notes will not be
available to make payments of any shortfall;
the obligations of the Issuer to make payments in respect of the Notes, Receipts and
Coupons and the Swap Agreement(s) (if any) will be limited to the Relevant Sums and the
holders of the Notes, Receipts and Coupons and the Swap Counterparty (if any) shall have
no further recourse to the Issuer in respect of the Notes, Receipts, Coupons and the Swap
Agreement (if any), respectively;
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(iii)
(iv)
(v)
without prejudice to the foregoing, any right of the holders of the Notes, Receipts and
Coupons and any Swap Counterparty to claim payment of any amount exceeding the
Relevant Sums shall be automatically extinguished;
the holders of the Notes, Receipts and Coupons and any Swap Counterparty shall not be able
to petition for the winding up of the Issuer as a consequence of any such shortfall; and
the obligations of the Issuer are solely the corporate obligations of the Issuer and no recourse
for the payment of any obligation of the Issuer shall be had against any director, employee,
officer, stockholder, affiliate, incorporator, manager or member of the Issuer.
Such limitation shall be without prejudice to any claims against the relevant Issuer Credit Enhancer (if any).
For the avoidance of doubt, Notes are not, and do not represent or convey any interest in a direct or indirect
obligation of the obligors of the Charged Assets or of any Reference Entity or any Reference Obligations,
nor do they confer on the Noteholder any right (whether in respect of voting, dividend or other distributions
in respect of the Charged Assets or any Reference Obligations) which the holder of any of the Charged
Assets or Reference Obligations may have. The Issuer is not an agent of the Noteholder for any purpose.
The different Classes of Notes
Unless otherwise specified in the applicable Securities Note, upon the enforcement of the security for Notes
of a Series comprising more than one Class, payment of amounts due to the holders of a Class of Notes
ranking senior to one or more junior ranking Class or Classes of Notes shall be made before payment is
made to the next most senior ranking Class of Notes.
The Trustee will generally be required to have regard to the separate interests of the holders of each Class.
However, in certain circumstances the Trustee shall be required not to have regard to the interests of the
holders of a Class of Notes ranking junior to one or more senior ranking Class of Notes to the extent any of
such senior Class or Classes of Notes remain outstanding.
No secondary market
In the case of unlisted Notes in particular, no secondary market is expected to develop in respect of the Notes
and, in the unlikely event that a secondary market in the Notes does develop, there can be no assurance that it
will continue. Accordingly, the purchase of Notes is suitable only for investors who can bear the risks
associated with a lack of liquidity in the Notes and the financial and other risks associated with an
investment in the Notes.
Taxation
Each Noteholder 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 Notes. The Issuer will
not pay any additional amounts to Noteholders to reimburse them for any tax, assessment or charge required
to be withheld or deducted from payments in respect of the Notes by the Issuer or any Paying Agents.
Passive Foreign Investment Company Status
As the Issuer expects to be classified as a passive foreign investment company (PFIC) for U.S. federal
income tax purposes, United States persons that hold Notes that are treated as equity for U.S. federal
income tax purposes may suffer adverse tax consequences, including higher tax rates and potentially
punitive interest charges on distributions on, and the proceeds of a sale of, the Notes.
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In the event that any Notes are treated as equity for U.S. federal income tax purposes, for the current year or
future taxable years, United States persons that hold or beneficially own such Notes would be subject to
adverse U.S. tax consequences. A PFIC determination must be made annually at the close of each taxable
year and is based on, among other things, the composition of the Issuer's income and the value of the Issuer's
passive assets, such as cash and cash equivalents (including cash raised in the offering), as well as the level
of the Issuer's active assets in that year. See "Taxation – United States Federal Income Taxation – Tax
Considerations if Notes are Characterised as Equity for U.S. Federal Income Tax Purposes - Passive
Foreign Investment Company Considerations" in the Registration Document.
Trading in the clearing systems
In relation to any issue of Notes which have a minimum denomination and are tradable in the clearing
systems in amounts above such minimum denomination but in multiples that are smaller than the minimum
denomination, should definitive Notes be required to be issued, a holder who does not have an integral
multiple of the minimum denomination (or its equivalent) in his account with the relevant clearing system at
the relevant time may not receive all of his entitlement in the form of definitive Notes unless and until such
time as his holding becomes an integral multiple of the minimum denomination.
Investment Company Act
Sales or transfers of Notes that would cause the Issuer to be required to register as an "investment company"
under the Investment Company Act will be void and will not be honoured by the Issuer. If, at any time, a
Note is held by or on behalf of a U.S. person (as defined in Regulation S) who is not an Eligible Investor at
the time it purchases such Note, the Issuer may, in its discretion, redeem the Notes of any such holder who
holds any Note in violation of the applicable transfer restrictions or compel any such holder to transfer the
Notes to an Eligible Investor, in each case, at the expense and risk of such holder.
Credit Risk
A prospective purchaser of the Notes should have such knowledge and experience in financial and business
matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks and suitability of
investing in the Notes including any credit risk associated with the Issuer, Swap Counterparty (if any), Swap
Guarantor (if any), Credit Support Provider (if any) and Issuer Credit Enhancer (if any).
Provision of information
None of the Issuer, the Trustee, the Dealers or any affiliate makes any representation as to the credit quality
of any Swap Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference
Entity or obligor of a Charged Asset or Reference Obligation. Any of such persons may have acquired, or
during the term of the Notes may acquire, non-public information with respect to any Swap Counterparty,
Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor of a Charged
Asset or Reference Obligation. None of such persons is under any obligation to make such information
directly available to Noteholders. None of such persons is under any obligation to make available any
information relating to, or keep under review on the Noteholders' behalf, the business, financial conditions,
prospects, creditworthiness or status of affairs of the obligors of the Charged Assets or any Reference
Obligations or any Reference Entity, or conduct any investigation or due diligence into the obligors of the
Charged Assets or any Reference Obligations or any Reference Entity.
Business relationships
The Issuer, the Dealers or any affiliate may have existing or future business relationships with any Swap
Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor
of a Charged Asset or Reference Obligation (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 Noteholder. In addition, the Issuer, the Dealers or any affiliate may make a market or
8

hold positions in respect of any of the Charged Assets, Reference Entities or Reference Obligations relating
to any particular transaction.
Payments to third parties by Dealers
In the context of an issuance of Notes, a Dealer may make payments of introduction, finding or structuring
fees to third parties who may or may not be connected with the investor to whom the relevant Dealer initially
sells the Notes.
Legality of purchase
None of the Issuer, the Trustee, the Dealers or any affiliate has or assumes responsibility for the lawfulness
of the acquisition of the Notes by a prospective purchaser of the Notes, 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. However,
notwithstanding the lawfulness of any acquisition of the Notes, where a Note is held by or on behalf of a
U.S. person (as defined in Regulation S) who is not an Eligible Investor at the time it purchases such Note,
the Issuer may, in its discretion, redeem the Notes of any such holder who holds any Note in violation of the
application transfer restrictions or compel any such holder to transfer the Notes to an Eligible Investor, in
each case, at the expense and risk of such holder.
Independent review and advice
Each prospective purchaser of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is
fully consistent with its (or if it is acquiring the Notes 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 Notes as principal or in a fiduciary capacity) and (iii)
is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the
beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
No reliance
A prospective purchaser may not rely on the Issuer, the Trustee, the Dealers or any affiliate in connection
with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to
above.
Enforcement of legal liabilities
The Issuer is incorporated under the laws of the Cayman Islands. It may not be possible to enforce, in
original actions in courts in the Cayman Islands, liabilities predicated solely on the U.S. federal securities
laws.
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Documents Incorporated by Reference
The following documents which have been previously published and have been filed with the Irish Stock
Exchange shall be deemed to be incorporated in, and form part of, this Issuer Addendum:
• pages 1 to 188 (inclusive) of the registration document dated 24 November 2006 in relation to the
Programme.
The information on pages 189 to 207 (inclusive) of the registration document dated 24 November 2006 in
relation to the Programme is not relevant to the investor.
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Rutland Capital Limited
General
Rutland Capital Limited (Rutland Capital or the Issuer) is a special purpose vehicle and an exempted
company incorporated in the Cayman Islands with limited liability and was incorporated on 25 November 2003
under the Companies Law (2003 Revision) of the Cayman Islands with company registration number 130794.
Rutland Capital's memorandum and articles of incorporation were adopted on 25 November, 2003 and
remain in full force and effect and are unamended. The registered office of Rutland Capital is at PO Box
1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands and its
telephone number is (+345) 945 7099.
No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for
the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.
Share Capital and Shareholders
The authorised share capital of Rutland Capital is US$50,000 (fifty thousand United States dollars) divided
into 50,000 (fifty thousand) ordinary shares of US$1.00 each. The issued share capital of Rutland Capital is
1,000 shares of U.S.$1.00 each. All of the issued shares (the Shares) are fully-paid and are held by Maples
Finance Limited as share trustee in such capacity, (the Share Trustee) under the terms of a declaration of trust
(the Declaration of Trust) dated 27 November 2003 under which the Share Trustee holds the Shares in trust
until the Termination Date (as defined in the Declaration of Trust) and may only dispose or otherwise deal with
the Shares with the approval of the Trustee for so long as there are Notes outstanding. Prior to the Termination
Date, the trust is an accumulation trust, but the Share Trustee has power with the consent of the Trustee, to
benefit the Noteholders or Qualified Charities (as defined in the Declaration of Trust). It is not anticipated that
any distribution will be made whilst any Note is outstanding. Following the Termination Date, the Share Trustee
will wind up the trust and make a final distribution to charity. The Share Trustee has no beneficial interest in,
and derives no benefit (other than its fee for acting as Share Trustee) from, its holding of the Shares. The Issuer
is directly owned and controlled by Maples Finance Limited.
The financial year of Rutland Capital commences on 1 January in each year and ends on 31 December of
such year.
Financial Statements
Since 25 November 2003, no financial statements of Rutland Capital have been prepared and Rutland Capital
has not carried out any business other than entering into transactions in respect of the issue of Notes and has
not entered into operations other than that of a purely administrative nature. Rutland Capital is not required
by Cayman Islands law, and does not intend, to publish audited financial statements or appoint any auditors.
Rutland Capital is required to and will provide the Trustee with written confirmation, on an annual basis, that
no Event of Default (as defined in the Master Trust Deed) or other matter which is required to be brought to
the Trustee’s attention has occurred.
Principal Activities
The business of Rutland Capital is limited to acquiring and holding Charged Assets, issuing Notes up to a
maximum aggregate principal amount outstanding at any one time as permitted under the Programme,
(where appropriate) borrowing money in certain other forms (including Schuldschein) approved by the
Trustee (subject to certain restrictions), entering into loans, entering into Charged Agreements and
performing its obligations and exercising its rights thereunder and entering into other related transactions and
Credit Support Documents, in each case, in respect of or in relation to a Series of Notes or a Loan.
The assets of Rutland Capital will consist of, inter alia , Charged Assets and/or the benefit of Charged
Agreements and Credit Support Documents in respect of each Series of Notes and the issued and paid-up
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capital of Rutland Capital and, where appropriate, assets relating to any other borrowings of the Issuer. The
only assets of Rutland Capital available to meet claims of Noteholders, Receiptholders and Couponholders
(if any) of the relevant Notes are the assets comprised in the relevant collection of assets, rights and other
benefits comprising the security for the relevant Notes.
Administrative, Management and Supervisory Bodies
Rutland Capital is managed by its board of directors which are, as at the date hereof:
1. Wendy Ebanks, of PO Box 1093GT, Queensgate House, South Church Street, George
Town, Grand Cayman, Cayman Islands; and
2. Dianne Scott of PO Box 1093GT, Queensgate House, South Church Street, George Town,
Grand Cayman, Cayman Islands,
(each a Director and together the Directors ).
No conflict exists between the duties of the Directors and the private interest of any Director.
The shareholders of the Company have not restricted or limited the powers of the directors in any way.
There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on
Rutland Capital prohibiting it from entering into and performing its obligations under the Notes.
The Administrator
Maples Finance Limited will also act as the Administrator of Rutland Capital (in such capacity, the
Administrator). The office of the Administrator will serve as the general business office of Rutland Capital.
Through the office, and pursuant to the terms of an Administration Agreement dated 28 November 2003, as the
same may be amended and/or supplemented and/or restated from time to time, entered into between Rutland
Capital and the Administrator (the Administration Agreement), the Administrator will perform in the Cayman
Islands various management functions on behalf of Rutland Capital, including communications with
shareholders and the general public, and the provision of certain clerical, administrative and other services until
termination of the Administration Agreement. In consideration of the foregoing, the Administrator will receive
various fees payable by Rutland Capital at rates agreed upon from time to time, plus expenses. The terms of the
Administration Agreement provide that Rutland Capital may terminate the appointment of the Administrator by
giving 14 days' notice to the Administrator at any time within 12 months of the happening of any of certain
stated events, including any breach by the Administrator of its obligations under the Administration Agreement.
In addition, the Administration Agreement provides that the Administrator shall be entitled to retire from its
appointment by giving at least three months' notice in writing.
The Administrator will be subject to the overview of Rutland Capital 's Board of Directors. The Administration
Agreement may be terminated (other than as stated above) by either Rutland Capital or the Administrator giving
the other three months written notice.
The Administrator’s principal office is P.O. Box 1093GT, Queensgate House, South Church Street, George
Town, Grand Cayman, Cayman Islands.
Cayman Islands Tax Considerations:
Prospective investors should consult their professional advisers on the possible tax consequences of buying,
holding or selling any Notes under the laws of their country of citizenship, residence or domicile.
Cayman Islands Taxation
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the
Notes. The discussion is a general summary of present law, which is subject to prospective and retroactive
12

change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does
not consider tax consequences other than those arising under Cayman Islands law.
1 Under existing Cayman Islands Laws:
1.1 Payments of interest and principal on the Notes and dividends and capital in respect of the Shares
will not be subject to taxation in the Cayman Islands and no withholding will be required on the
payment of interest and principal or a dividend or capital to any holder of the Notes or Shares, as the
case may be, nor will gains derived from the disposal of the Notes or Shares be subject to Cayman
Islands income or corporation tax. The Cayman Islands currently have no income, corporation or
capital gains tax and no estate duty, inheritance tax or gift tax.
1.2 No stamp duty is payable in respect of the issue of the Notes. An instrument of transfer in respect of
a Note is stampable if executed in or brought into the Cayman Islands.
The Company has been incorporated under the laws of the Cayman Islands as an exempted company and, as
such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following
form:
The Tax Concessions Law
(1999 Revision)
Undertaking as to Tax Concessions
In accordance with the provision of Section 6 of The Tax Concession Law (1999 Revision), the Governor in
Cabinet undertakes with Rutland Capital Limited (the Company):
1 that no law which is hereafter enacted in the Islands imposing any tax to be levied on profits,
income, gains or appreciations shall apply to the Company or its operations; and
2 in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the
nature of estate duty or inheritance tax shall be payable:
2.1 on or in respect of the shares, debentures or other obligations of the Company; or
2.2 by way of the withholding in whole or part, of any relevant payment as defined in Section
6(3) of the Tax Concessions Law (1999 Revision).
These concessions shall be for a period of twenty years from 2 December 2003.
13

GENERAL INFORMATION
1. Authorisation
The Issuer has obtained all necessary consents, approvals and authorisations in connection with the
issue and performance of the Notes to be issued by it. The update of the Programme was duly
authorised by a resolution of the Board of Directors of Rutland Capital dated 23 November 2006.
2. Significant or Material Change
There has been no material adverse change in the financial or trading position or prospects of
Rutland Capital since 25 November 2003 (being the date on which it was incorporated).
3. Legal and Arbitration Proceedings
There are no governmental, legal or arbitration proceedings (including any such proceedings which
are pending or threatened of which the Issuer is aware) which may have or have had since the date of
its incorporation a significant effect on the financial position or profitability of the Issuer.
4. Annual Accounts
Since 25 November 2003, no financial statements of Rutland Capital have been prepared. Rutland
Capital is not required by Cayman Islands law, and does not intend, to publish audited financial
statements or appoint any auditors.
5. Listing of Notes on the Irish Stock Exchange
The listing of the Notes on the Irish Stock Exchange will be expressed at their nominal amount
(excluding accrued interest). It is expected that each Tranche of Notes which is to be admitted to the
regulated market of the Irish Stock Exchange will be admitted separately as and when issued. The
approval of the Registration Document in respect of the Notes is expected to be granted on or before
24 November 2006.
6. Documents on Display
For the life of the Notes copies of the following documents (in English) will, when published, be
available for inspection in electronic form free of charge during usual business hours on any
weekday (Saturdays, Sundays and public holidays excepted) from the registered office of the Issuer
and from the specified office of each of the Paying Agents for the time being in London and Ireland:
(i)
the articles of incorporation of the Issuer;
(ii)
(iii)
(iv)
the Master Trust Deed (which includes the forms of the Global Notes, the Definitive Notes,
the Receipts, the Coupons, the Talons and the Registered Notes), the Deed of Adherence, the
Agency Agreement, the Programme Agreement, the Custodial Services Agreement and the
Put Option Agreement;
any supplements to the documents referred to in (ii) above which relate to a particular issue
of Notes and the Charged Agreements, any Charging Documents, any Credit Support
Documents and any Notes Guarantee relating to a particular issue of Notes (save that such
documents relating to an unlisted issue of Notes will only be available for inspection by a
holder of such Note and such holder must produce evidence satisfactory to the Issuer or to
the relevant Paying Agent, as the case may be, as to the identity of such holder);
a copy of the Registration Document;
14

(v)
(vi)
when published, any Summary and any Securities Note (save that such documents relating to
a Note which is neither admitted to trading on a regulated market in the European Economic
Area or offered in the European Economic Area in circumstances where a prospectus is
required to be published under the Prospectus Directive will only be available for inspection
by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or
to the relevant Paying Agent, as the case may be, as to the identity of such holder); and
in the case of each issue of listed Notes subscribed pursuant to a subscription agreement, the
subscription agreement (or equivalent document).
7. U.S. Tax Legend
Each Note in bearer form which has an original maturity of more than one year and all Receipts,
Coupons and Talons relating to such Notes will bear the following legend: "Any United States
person who holds this obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code".
8. Clearing Systems
The Notes (other than those in definitive form) may be accepted for clearance through Euroclear or
Clearstream, Luxembourg (which are the entities in charge of keeping the records) (in each case as
specified in the applicable Securities Note). The appropriate Common Code and ISIN for each
Tranche allocated by Euroclear or Clearstream, Luxembourg, will be specified in the applicable
Securities Note. If the Notes are to clear through an additional or alternative clearing system the
appropriate information will be specified in the applicable Securities Note.
The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210
Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42, Avenue J.F.
Kennedy, L-1855 Luxembourg.
9. Conditions for Determining Price
The price and amount of Notes to be issued under the Programme will be determined by the Issuer
and the relevant Dealer at the time of issue in accordance with prevailing market conditions.
10. Restricted Notes
So long as any of the Notes are "restricted Notes" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will, unless it becomes subject to and complies with the reporting
requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing requirements
of Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of Notes that are restricted
Notes, or to any prospective purchaser of Notes that are restricted Notes designated by a holder or
beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the
information required to be provided by Rule 144A(d)(4) under the Securities Act.
11. Post-Issuance Information
The Issuer does not intend to provide any post-issuance information in relation to any Series of
Notes or the performance of any Charged Assets or Reference Obligations.
15

REGISTERED OFFICES OF
THE ISSUER
Rutland Capital Limited
PO Box 1093GT
Queensgate House, South Church Street,
George Town, Grand Cayman
Cayman Islands
PRINCIPAL PAYING AGENT, AGENT BANK AND TRANSFER AGENT
Citibank, N.A.
21st Floor Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
EUROPEAN REGISTRAR
Citigroup Global Markets Deutschland AG & Co. KGaA
German Agency and Trust Department
Reuterweg 16
60323 Frankfurt am Main
Germany
NEW YORK REGISTRAR
Citibank, N.A.
Citibank Agency & Trust Services
14th Floor
111 Wall Street
New York 10005
U.S.A
IRISH PAYING AGENT AND TRANSFER AGENT
Citibank International plc
1 North Wall Quay
Dublin 1
Ireland
TRUSTEE
Citicorp Trustee Company Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
16

LEGAL ADVISERS
To the Dealers and the Trustee
as to English law:
Simmons & Simmons
One Ropemaker Street
London EC2Y 9SS
To the Issuer
as to Cayman Islands law:
Maples and Calder
Princes Court
7 Princes Street
London EC2R 8AQ
To the Dealers as to U.S. law:
Simmons & Simmons
One Ropemaker Street
London EC2Y 9SS
IRISH LISTING AGENT
A&L Listing Limited
International Financial Services Centre
North Wall Quay
Dublin 1
17