â¬5,000,000,000 Limited Recourse Secured Note Programme
â¬5,000,000,000 Limited Recourse Secured Note Programme
â¬5,000,000,000 Limited Recourse Secured Note Programme
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ISSUER ADDENDUM<br />
€5,<strong>000</strong>,<strong>000</strong>,<strong>000</strong><br />
<strong>Limited</strong> <strong>Recourse</strong> <strong>Secured</strong> <strong>Note</strong> <strong>Programme</strong><br />
Rutland Capital <strong>Limited</strong><br />
(an exempted company with limited liability incorporated under the laws of the Cayman Islands and having its registered office at<br />
PO Box 1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands)<br />
This Issuer Addendum (the Issuer Addendum) in respect of Rutland Capital <strong>Limited</strong> (the Issuer or<br />
Rutland Capital) has been prepared for the purpose of giving information about Rutland Capital and<br />
incorporates by reference, and should be read in conjunction with, pages 1 to 188 (inclusive) of the<br />
registration document dated 24 November 2006 in relation to the €5,<strong>000</strong>,<strong>000</strong>,<strong>000</strong> <strong>Limited</strong> <strong>Recourse</strong> <strong>Secured</strong><br />
<strong>Note</strong> <strong>Programme</strong> (the <strong>Programme</strong>) under which the Issuer issues <strong>Note</strong>s (the <strong>Note</strong>s) or enters into loans (the<br />
Loans ) from time to time, and comprises a registration document (the Registration Document) in respect of<br />
Rutland Capital for the purposes of Article 5.3 of the Directive 2003/71/EC (the Prospectus Directive ).<br />
This Issuer Addendum forms part of the Registration Document and must be read in conjunction with the<br />
rest of the Registration Document and all other documents which are deemed to be incorporated by reference<br />
in the Registration Document. The Issuer acceded to the <strong>Programme</strong> pursuant to a deed of adherence (the<br />
Deed of Adherence) dated 1 December 2003 between inter alia the Issuer and the Trustee. Unless the<br />
context otherwise requires, terms defined in the Registration Document shall have the same meaning when<br />
used in this Issuer Addendum.<br />
Application has been made to the Irish Financial Services Regulatory Authority, as competent authority<br />
under the Prospectus Directive 2003/71/EC, for the Registration Document to be approved. Such approval<br />
relates only to the <strong>Note</strong>s which are to be admitted to trading on the regulated market of the Irish Stock<br />
Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to<br />
the public in any Member State or the European Economic Area. Application has been made to the Irish<br />
Stock Exchange for the <strong>Note</strong>s to be admitted to the Official List and trading on its regulated market.<br />
The Issuer accepts responsibility for the information contained in the Registration Document having taken all<br />
reasonable care to ensure that such is the case, the information contained in the Registration Document is, to<br />
the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import.<br />
The delivery of this Issuer Addendum at any time does not imply that any information contained herein is<br />
correct at any time subsequent to the date hereof.<br />
The information included in the applicable Securities <strong>Note</strong> with respect to the Charged Assets, the Reference<br />
Entity (or Reference Entities, as the case may be) and the Reference Obligations (in each case as applicable)<br />
will be accurately reproduced and as far as the Issuer is aware and is able to ascertain from the information<br />
published by any third party, no facts will have been omitted which would render the reproduced information<br />
inaccurate or misleading. No further or other responsibility in respect of such information is accepted by the<br />
Issuer.<br />
No person is or has been authorised by the Issuer to give any information or to make any representation not<br />
contained in or not consistent with this Issuer Addendum or any supplement or any other information<br />
supplied in connection with the <strong>Programme</strong> or the <strong>Note</strong>s and, if given or made, such information or<br />
representation must not be relied upon as having been authorised by the Issuer, the Trustee or Bear, Stearns<br />
International <strong>Limited</strong> as Arranger (the Arranger) or the relevant Dealer.<br />
1
Purchasers of <strong>Note</strong>s should conduct such independent investigation and analysis regarding the Issuer, the<br />
security arrangements (including, without limitation, with regard to any obligor of the Charged Assets, any<br />
Reference Entity, any Swap Counterparty, any Swap Guarantor, any Credit Support Provider and any Issuer<br />
Credit Enhancer and the full terms of the Charged Assets, Reference Obligations and the Charged<br />
Agreement(s) (in each case as applicable)) and the <strong>Note</strong>s as they deem appropriate to evaluate the merits and<br />
risks of an investment in the <strong>Note</strong>s. None of the Trustee, the Dealers or the Arranger have or will have<br />
separately verified the information contained herein. Accordingly, no representation, warranty or<br />
undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by<br />
the Trustee, the Dealers or the Arranger as to the accuracy or completeness of the information contained in<br />
this Issuer Addendum or in any other information provided by the Issuer in connection with the <strong>Programme</strong><br />
or the <strong>Note</strong>s or their distribution and none of the Trustee, the Dealer or the Arranger accepts any liability<br />
therefor. The statements made in this paragraph are made without prejudice to the responsibility of the<br />
Issuer under the <strong>Programme</strong>.<br />
This Issuer Addendum does not constitute, and may not be used for the purposes of, an offer or solicitation<br />
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it<br />
is unlawful to make such offer or solicitation, and no action is being taken which would permit an offering of<br />
the <strong>Note</strong>s or the distribution of the Registration Document or any Securities <strong>Note</strong> in any jurisdiction where<br />
action for such purpose is required.<br />
The only assets of the Issuer available to meet the claims of the <strong>Note</strong>holders of any Series will be the<br />
assets secured in respect of that Series.<br />
Arranger<br />
Bear, Stearns International <strong>Limited</strong><br />
Dealers<br />
Bear, Stearns International <strong>Limited</strong><br />
Bear, Stearns & Co. Inc.<br />
Bear Stearns Bank plc<br />
The date of this Issuer Addendum is 24 November 2006<br />
2
Neither this Issuer Addendum nor other information supplied in connection with the <strong>Programme</strong> or the <strong>Note</strong>s<br />
(i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a<br />
recommendation or as constituting an invitation or offer by any Issuer, the Trustee or any of the Dealers that<br />
any recipient of this Issuer Addendum or other information supplied in connection with the <strong>Programme</strong> or<br />
any <strong>Note</strong>s should purchase any <strong>Note</strong>s. Each investor contemplating purchasing any <strong>Note</strong>s should make its<br />
own independent investigation of the financial condition and affairs, and its own appraisal of the<br />
creditworthiness, of the Issuer, the relevant Swap Counterparty (if any), the relevant Issuer Credit Enhancer<br />
(if any), the relevant Credit Support Provider (if any), the relevant Swap Guarantor (if any), the Reference<br />
Entit(y/ies) (if any), the obligor under the relevant Charged Assets and the past and possible future<br />
performance of any relevant index or security (see the section entitled "Risk Factors" on page 6 for a<br />
discussion of certain factors to be considered in connection with an investment in the <strong>Note</strong>s). Neither this<br />
Issuer Addendum nor any other information supplied in connection with the <strong>Programme</strong> or any <strong>Note</strong>s<br />
constitutes an offer or invitation by or on behalf of any Issuer or any of the Dealers to any person to<br />
subscribe for or to purchase any <strong>Note</strong>s.<br />
The delivery of the Registration Document or any Securities <strong>Note</strong> or the offering, sale or delivery of any<br />
<strong>Note</strong>s shall not at any time or in any circumstances imply that the information contained herein or therein<br />
concerning the Issuer is correct at any time subsequent to the date hereof or thereof (as the case may be) or<br />
that any other information supplied in connection with the <strong>Programme</strong> is correct as of any time subsequent to<br />
the date indicated in the document containing the same. The Trustee, the Arranger and the Dealers expressly<br />
do not undertake to review the financial condition or affairs of the Issuer, any Swap Counterparty, any Issuer<br />
Credit Enhancer, any Credit Support Provider, any Swap Guarantor, any Reference Entity or any obligor<br />
under any Charged Assets during the life of the <strong>Programme</strong>. Investors should review, inter alia, the most<br />
recent financial statements, (if any), of the Issuer, the relevant Swap Counterparty (if any), the relevant<br />
Issuer Credit Enhancer (if any), the relevant Credit Support Provider (if any), the relevant Swap Guarantor<br />
(if any), the Reference Entity(ies) (if any) and any obligor under the relevant Charged Assets when deciding<br />
whether or not to purchase any <strong>Note</strong>s.<br />
The Registration Document or any Securities <strong>Note</strong> does not constitute an offer to sell or the solicitation of an<br />
offer to buy any <strong>Note</strong>s in any jurisdiction to any person to whom it is unlawful to make the offer or<br />
solicitation in such jurisdiction. The distribution of the Registration Document or any Securities <strong>Note</strong> and<br />
the offer or sale of <strong>Note</strong>s may be restricted by law in certain jurisdictions. The Issuer, the Trustee, the<br />
Arranger and the Dealers do not and will not represent that the Registration Document or any Securities <strong>Note</strong><br />
may be lawfully distributed, or that the <strong>Note</strong>s may be lawfully offered, in compliance with any applicable<br />
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,<br />
or assume any responsibility for facilitating any such distribution or offering. In particular, no action has<br />
been or will be taken by the Issuer, the Trustee, the Arranger or the Dealers which would permit a public<br />
offering of the <strong>Note</strong>s or distribution of the Registration Document or any Securities <strong>Note</strong> in any jurisdiction<br />
where action for that purpose is required. Accordingly, the <strong>Note</strong>s may not be offered or sold, directly or<br />
indirectly, and neither the Registration Document, any Securities <strong>Note</strong> nor any advertisement or other<br />
offering material may be distributed or published in any jurisdiction, except under circumstances that will<br />
result in compliance with any applicable laws and regulations. Persons into whose possession the<br />
Registration Document or any Securities <strong>Note</strong> or <strong>Note</strong>s come must inform themselves about, and observe,<br />
any such restrictions. In particular, there are restrictions on the distribution of the Registration Document or<br />
any Securities <strong>Note</strong> and the offer or sale of <strong>Note</strong>s in the United States (or to or for the account or benefit of<br />
U.S. persons), the European Economic Area (including the United Kingdom, the Grand Duchy of<br />
Luxembourg, Germany, the Republic of Italy, Spain, The Netherlands, Belgium and France), Japan and the<br />
Cayman Islands (see the section entitled "Subscription and Sale and Transfer Restrictions" in the<br />
Registration Document).<br />
Circular 230 Notice<br />
To ensure compliance with U.S. Treasury Department regulations, we advise you that any tax discussion<br />
herein was not written and is not intended to be used and cannot be used by any taxpayer for purposes of<br />
avoiding U.S. federal income tax penalties that may be imposed on the taxpayer. Any such tax discussion<br />
was written to support the promotion or marketing of the <strong>Note</strong>s to be issued pursuant to the Registration<br />
3
Document. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an<br />
independent tax advisor.<br />
Notwithstanding any provision herein and the otherwise confidential nature of this Issuer Addendum and its<br />
contents, and effective from the date of commencement of discussions concerning the transaction described<br />
or contemplated hereby, each party to such transactions (and each employee, representative, or other agent of<br />
such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax<br />
structure of the transactions and all materials of any kind (including opinions or other tax analyses) that are<br />
provided to it relating to such tax treatment and tax structure, except to the extent that any such disclosure<br />
could reasonably be expected to cause the transactions not to be in compliance with securities laws. In<br />
addition, no person may disclose the name of or identifying information with respect to any party identified<br />
herein or other non-public business or financial information that is unrelated to the tax treatment or tax<br />
structure of the transactions without the prior consent of the Issuer. For the purposes of this paragraph, the<br />
tax treatment of the transactions is the purported or claimed U.S. federal income tax treatment of the<br />
transactions, and the tax structure of the transactions is any fact that may be relevant to understanding the<br />
purported or claimed U.S. federal income tax treatment of the transactions.<br />
4
Table of Contents<br />
Risk Factors.................................................................................................................................... 6<br />
Documents Incorporated by Refererence........................................................................................... 10<br />
Rutland Capital <strong>Limited</strong>................................................................................................................... 11<br />
General Information......................................................................................................................... 14<br />
5
RISK FACTORS<br />
The purchase of <strong>Note</strong>s may involve substantial risks and is suitable only for sophisticated investors who have<br />
the knowledge and experience in financial and business matters necessary to enable them to evaluate the<br />
risks and the merits of an investment in the <strong>Note</strong>s.<br />
The Issuer believes that the following factors may be relevant to it and its industry. All of these factors are<br />
contingencies which may or may not occur and the Issuer is not in a position to express a view on the<br />
likelihood of any such contingency occurring.<br />
The Issuer believes that the factors described below represent the principal risks inherent in investing in<br />
<strong>Note</strong>s issued under the <strong>Programme</strong>, but the inability of the Issuer to pay interest, principal or other amounts<br />
on or in connection with any <strong>Note</strong>s may occur for other reasons and such Issuer does not represent that the<br />
statements below regarding the risks of holding any <strong>Note</strong>s are exhaustive. Prospective investors should also<br />
read the detailed information set out in the Registration Document and the relevant Securities <strong>Note</strong> and, in<br />
the light of their own financial circumstances and investment objectives, reach their own views prior to<br />
making any investment decision.<br />
<strong>Limited</strong> recourse<br />
(A)<br />
(B)<br />
(C)<br />
The rights of <strong>Note</strong>holders of any Series to participate in the assets of the Issuer is limited to the<br />
Mortgaged Property relating to each Series. All payments to be made by the Issuer in respect of the<br />
<strong>Note</strong>s, Receipts and Coupons of each Series and the relative Swap Agreement (if any) will be made<br />
only from and to the extent of the sums received or recovered from time to time by or on behalf of<br />
the Issuer or the Trustee in respect of (i) the relative Charged Assets and the relative Credit Support<br />
Document(s) and (ii) in the case of the <strong>Note</strong>s, Receipts and Coupons of each Series, the other<br />
Mortgaged Property (as defined in Condition 3(a) (Security - Security)) in respect of such Series<br />
(applied, if applicable, in accordance with the ranking of the Classes within such Series);<br />
To the extent that such sums are less than the amount which the holders of the <strong>Note</strong>s, Receipts and<br />
Coupons and such Swap Counterparty (if any) may have expected to receive if paragraph (A) above<br />
did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by<br />
such holders and by such Swap Counterparty (if any) in accordance with the "Terms and Conditions<br />
of the <strong>Note</strong>s" set out in the Registration Document and, where applicable, the Security Ranking Basis<br />
specified in the applicable Securities <strong>Note</strong> and, if applicable, the relevant ranking of the Classes<br />
within such Series; and<br />
Each holder of <strong>Note</strong>s, Receipts or Coupons, by subscribing for or purchasing such <strong>Note</strong>s, Receipts or<br />
Coupons and each Swap Counterparty (if any), will be deemed to accept and acknowledge that it is<br />
fully aware that:<br />
(i)<br />
(ii)<br />
the holders of the <strong>Note</strong>s, Receipts and Coupons and the Swap Counterparty (if any) shall<br />
look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph<br />
(B) above, (the Relevant Sums ) for payments to be made by the Issuer in respect of the<br />
<strong>Note</strong>s, Receipts and Coupons and the Swap Agreement (if any) and the other assets (if any)<br />
of the Issuer including, in particular, assets securing other Series of <strong>Note</strong>s will not be<br />
available to make payments of any shortfall;<br />
the obligations of the Issuer to make payments in respect of the <strong>Note</strong>s, Receipts and<br />
Coupons and the Swap Agreement(s) (if any) will be limited to the Relevant Sums and the<br />
holders of the <strong>Note</strong>s, Receipts and Coupons and the Swap Counterparty (if any) shall have<br />
no further recourse to the Issuer in respect of the <strong>Note</strong>s, Receipts, Coupons and the Swap<br />
Agreement (if any), respectively;<br />
6
(iii)<br />
(iv)<br />
(v)<br />
without prejudice to the foregoing, any right of the holders of the <strong>Note</strong>s, Receipts and<br />
Coupons and any Swap Counterparty to claim payment of any amount exceeding the<br />
Relevant Sums shall be automatically extinguished;<br />
the holders of the <strong>Note</strong>s, Receipts and Coupons and any Swap Counterparty shall not be able<br />
to petition for the winding up of the Issuer as a consequence of any such shortfall; and<br />
the obligations of the Issuer are solely the corporate obligations of the Issuer and no recourse<br />
for the payment of any obligation of the Issuer shall be had against any director, employee,<br />
officer, stockholder, affiliate, incorporator, manager or member of the Issuer.<br />
Such limitation shall be without prejudice to any claims against the relevant Issuer Credit Enhancer (if any).<br />
For the avoidance of doubt, <strong>Note</strong>s are not, and do not represent or convey any interest in a direct or indirect<br />
obligation of the obligors of the Charged Assets or of any Reference Entity or any Reference Obligations,<br />
nor do they confer on the <strong>Note</strong>holder any right (whether in respect of voting, dividend or other distributions<br />
in respect of the Charged Assets or any Reference Obligations) which the holder of any of the Charged<br />
Assets or Reference Obligations may have. The Issuer is not an agent of the <strong>Note</strong>holder for any purpose.<br />
The different Classes of <strong>Note</strong>s<br />
Unless otherwise specified in the applicable Securities <strong>Note</strong>, upon the enforcement of the security for <strong>Note</strong>s<br />
of a Series comprising more than one Class, payment of amounts due to the holders of a Class of <strong>Note</strong>s<br />
ranking senior to one or more junior ranking Class or Classes of <strong>Note</strong>s shall be made before payment is<br />
made to the next most senior ranking Class of <strong>Note</strong>s.<br />
The Trustee will generally be required to have regard to the separate interests of the holders of each Class.<br />
However, in certain circumstances the Trustee shall be required not to have regard to the interests of the<br />
holders of a Class of <strong>Note</strong>s ranking junior to one or more senior ranking Class of <strong>Note</strong>s to the extent any of<br />
such senior Class or Classes of <strong>Note</strong>s remain outstanding.<br />
No secondary market<br />
In the case of unlisted <strong>Note</strong>s in particular, no secondary market is expected to develop in respect of the <strong>Note</strong>s<br />
and, in the unlikely event that a secondary market in the <strong>Note</strong>s does develop, there can be no assurance that it<br />
will continue. Accordingly, the purchase of <strong>Note</strong>s is suitable only for investors who can bear the risks<br />
associated with a lack of liquidity in the <strong>Note</strong>s and the financial and other risks associated with an<br />
investment in the <strong>Note</strong>s.<br />
Taxation<br />
Each <strong>Note</strong>holder will assume and be solely responsible for any and all taxes of any jurisdiction or<br />
governmental or regulatory authority, including, without limitation, any state or local taxes or other like<br />
assessment or charges that may be applicable to any payment to it in respect of the <strong>Note</strong>s. The Issuer will<br />
not pay any additional amounts to <strong>Note</strong>holders to reimburse them for any tax, assessment or charge required<br />
to be withheld or deducted from payments in respect of the <strong>Note</strong>s by the Issuer or any Paying Agents.<br />
Passive Foreign Investment Company Status<br />
As the Issuer expects to be classified as a passive foreign investment company (PFIC) for U.S. federal<br />
income tax purposes, United States persons that hold <strong>Note</strong>s that are treated as equity for U.S. federal<br />
income tax purposes may suffer adverse tax consequences, including higher tax rates and potentially<br />
punitive interest charges on distributions on, and the proceeds of a sale of, the <strong>Note</strong>s.<br />
7
In the event that any <strong>Note</strong>s are treated as equity for U.S. federal income tax purposes, for the current year or<br />
future taxable years, United States persons that hold or beneficially own such <strong>Note</strong>s would be subject to<br />
adverse U.S. tax consequences. A PFIC determination must be made annually at the close of each taxable<br />
year and is based on, among other things, the composition of the Issuer's income and the value of the Issuer's<br />
passive assets, such as cash and cash equivalents (including cash raised in the offering), as well as the level<br />
of the Issuer's active assets in that year. See "Taxation – United States Federal Income Taxation – Tax<br />
Considerations if <strong>Note</strong>s are Characterised as Equity for U.S. Federal Income Tax Purposes - Passive<br />
Foreign Investment Company Considerations" in the Registration Document.<br />
Trading in the clearing systems<br />
In relation to any issue of <strong>Note</strong>s which have a minimum denomination and are tradable in the clearing<br />
systems in amounts above such minimum denomination but in multiples that are smaller than the minimum<br />
denomination, should definitive <strong>Note</strong>s be required to be issued, a holder who does not have an integral<br />
multiple of the minimum denomination (or its equivalent) in his account with the relevant clearing system at<br />
the relevant time may not receive all of his entitlement in the form of definitive <strong>Note</strong>s unless and until such<br />
time as his holding becomes an integral multiple of the minimum denomination.<br />
Investment Company Act<br />
Sales or transfers of <strong>Note</strong>s that would cause the Issuer to be required to register as an "investment company"<br />
under the Investment Company Act will be void and will not be honoured by the Issuer. If, at any time, a<br />
<strong>Note</strong> is held by or on behalf of a U.S. person (as defined in Regulation S) who is not an Eligible Investor at<br />
the time it purchases such <strong>Note</strong>, the Issuer may, in its discretion, redeem the <strong>Note</strong>s of any such holder who<br />
holds any <strong>Note</strong> in violation of the applicable transfer restrictions or compel any such holder to transfer the<br />
<strong>Note</strong>s to an Eligible Investor, in each case, at the expense and risk of such holder.<br />
Credit Risk<br />
A prospective purchaser of the <strong>Note</strong>s should have such knowledge and experience in financial and business<br />
matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks and suitability of<br />
investing in the <strong>Note</strong>s including any credit risk associated with the Issuer, Swap Counterparty (if any), Swap<br />
Guarantor (if any), Credit Support Provider (if any) and Issuer Credit Enhancer (if any).<br />
Provision of information<br />
None of the Issuer, the Trustee, the Dealers or any affiliate makes any representation as to the credit quality<br />
of any Swap Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference<br />
Entity or obligor of a Charged Asset or Reference Obligation. Any of such persons may have acquired, or<br />
during the term of the <strong>Note</strong>s may acquire, non-public information with respect to any Swap Counterparty,<br />
Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor of a Charged<br />
Asset or Reference Obligation. None of such persons is under any obligation to make such information<br />
directly available to <strong>Note</strong>holders. None of such persons is under any obligation to make available any<br />
information relating to, or keep under review on the <strong>Note</strong>holders' behalf, the business, financial conditions,<br />
prospects, creditworthiness or status of affairs of the obligors of the Charged Assets or any Reference<br />
Obligations or any Reference Entity, or conduct any investigation or due diligence into the obligors of the<br />
Charged Assets or any Reference Obligations or any Reference Entity.<br />
Business relationships<br />
The Issuer, the Dealers or any affiliate may have existing or future business relationships with any Swap<br />
Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor<br />
of a Charged Asset or Reference Obligation (including, but not limited to, lending, depository, risk<br />
management, advisory and banking relationships), and will pursue actions and take steps that they deem or it<br />
deems necessary or appropriate to protect their or its interests arising therefrom without regard to the<br />
consequences for a <strong>Note</strong>holder. In addition, the Issuer, the Dealers or any affiliate may make a market or<br />
8
hold positions in respect of any of the Charged Assets, Reference Entities or Reference Obligations relating<br />
to any particular transaction.<br />
Payments to third parties by Dealers<br />
In the context of an issuance of <strong>Note</strong>s, a Dealer may make payments of introduction, finding or structuring<br />
fees to third parties who may or may not be connected with the investor to whom the relevant Dealer initially<br />
sells the <strong>Note</strong>s.<br />
Legality of purchase<br />
None of the Issuer, the Trustee, the Dealers or any affiliate has or assumes responsibility for the lawfulness<br />
of the acquisition of the <strong>Note</strong>s by a prospective purchaser of the <strong>Note</strong>s, whether under the laws of the<br />
jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that<br />
prospective purchaser with any law, regulation or regulatory policy applicable to it. However,<br />
notwithstanding the lawfulness of any acquisition of the <strong>Note</strong>s, where a <strong>Note</strong> is held by or on behalf of a<br />
U.S. person (as defined in Regulation S) who is not an Eligible Investor at the time it purchases such <strong>Note</strong>,<br />
the Issuer may, in its discretion, redeem the <strong>Note</strong>s of any such holder who holds any <strong>Note</strong> in violation of the<br />
application transfer restrictions or compel any such holder to transfer the <strong>Note</strong>s to an Eligible Investor, in<br />
each case, at the expense and risk of such holder.<br />
Independent review and advice<br />
Each prospective purchaser of <strong>Note</strong>s must determine, based on its own independent review and such<br />
professional advice as it deems appropriate under the circumstances, that its acquisition of the <strong>Note</strong>s (i) is<br />
fully consistent with its (or if it is acquiring the <strong>Note</strong>s in a fiduciary capacity, the beneficiary's) financial<br />
needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines<br />
and restrictions applicable to it (whether acquiring the <strong>Note</strong>s as principal or in a fiduciary capacity) and (iii)<br />
is a fit, proper and suitable investment for it (or if it is acquiring the <strong>Note</strong>s in a fiduciary capacity, for the<br />
beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the <strong>Note</strong>s.<br />
No reliance<br />
A prospective purchaser may not rely on the Issuer, the Trustee, the Dealers or any affiliate in connection<br />
with its determination as to the legality of its acquisition of the <strong>Note</strong>s or as to the other matters referred to<br />
above.<br />
Enforcement of legal liabilities<br />
The Issuer is incorporated under the laws of the Cayman Islands. It may not be possible to enforce, in<br />
original actions in courts in the Cayman Islands, liabilities predicated solely on the U.S. federal securities<br />
laws.<br />
9
Documents Incorporated by Reference<br />
The following documents which have been previously published and have been filed with the Irish Stock<br />
Exchange shall be deemed to be incorporated in, and form part of, this Issuer Addendum:<br />
• pages 1 to 188 (inclusive) of the registration document dated 24 November 2006 in relation to the<br />
<strong>Programme</strong>.<br />
The information on pages 189 to 207 (inclusive) of the registration document dated 24 November 2006 in<br />
relation to the <strong>Programme</strong> is not relevant to the investor.<br />
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Rutland Capital <strong>Limited</strong><br />
General<br />
Rutland Capital <strong>Limited</strong> (Rutland Capital or the Issuer) is a special purpose vehicle and an exempted<br />
company incorporated in the Cayman Islands with limited liability and was incorporated on 25 November 2003<br />
under the Companies Law (2003 Revision) of the Cayman Islands with company registration number 130794.<br />
Rutland Capital's memorandum and articles of incorporation were adopted on 25 November, 2003 and<br />
remain in full force and effect and are unamended. The registered office of Rutland Capital is at PO Box<br />
1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands and its<br />
telephone number is (+345) 945 7099.<br />
No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for<br />
the <strong>Note</strong>s unless the Issuer is listed on the Cayman Islands Stock Exchange.<br />
Share Capital and Shareholders<br />
The authorised share capital of Rutland Capital is US$50,<strong>000</strong> (fifty thousand United States dollars) divided<br />
into 50,<strong>000</strong> (fifty thousand) ordinary shares of US$1.00 each. The issued share capital of Rutland Capital is<br />
1,<strong>000</strong> shares of U.S.$1.00 each. All of the issued shares (the Shares) are fully-paid and are held by Maples<br />
Finance <strong>Limited</strong> as share trustee in such capacity, (the Share Trustee) under the terms of a declaration of trust<br />
(the Declaration of Trust) dated 27 November 2003 under which the Share Trustee holds the Shares in trust<br />
until the Termination Date (as defined in the Declaration of Trust) and may only dispose or otherwise deal with<br />
the Shares with the approval of the Trustee for so long as there are <strong>Note</strong>s outstanding. Prior to the Termination<br />
Date, the trust is an accumulation trust, but the Share Trustee has power with the consent of the Trustee, to<br />
benefit the <strong>Note</strong>holders or Qualified Charities (as defined in the Declaration of Trust). It is not anticipated that<br />
any distribution will be made whilst any <strong>Note</strong> is outstanding. Following the Termination Date, the Share Trustee<br />
will wind up the trust and make a final distribution to charity. The Share Trustee has no beneficial interest in,<br />
and derives no benefit (other than its fee for acting as Share Trustee) from, its holding of the Shares. The Issuer<br />
is directly owned and controlled by Maples Finance <strong>Limited</strong>.<br />
The financial year of Rutland Capital commences on 1 January in each year and ends on 31 December of<br />
such year.<br />
Financial Statements<br />
Since 25 November 2003, no financial statements of Rutland Capital have been prepared and Rutland Capital<br />
has not carried out any business other than entering into transactions in respect of the issue of <strong>Note</strong>s and has<br />
not entered into operations other than that of a purely administrative nature. Rutland Capital is not required<br />
by Cayman Islands law, and does not intend, to publish audited financial statements or appoint any auditors.<br />
Rutland Capital is required to and will provide the Trustee with written confirmation, on an annual basis, that<br />
no Event of Default (as defined in the Master Trust Deed) or other matter which is required to be brought to<br />
the Trustee’s attention has occurred.<br />
Principal Activities<br />
The business of Rutland Capital is limited to acquiring and holding Charged Assets, issuing <strong>Note</strong>s up to a<br />
maximum aggregate principal amount outstanding at any one time as permitted under the <strong>Programme</strong>,<br />
(where appropriate) borrowing money in certain other forms (including Schuldschein) approved by the<br />
Trustee (subject to certain restrictions), entering into loans, entering into Charged Agreements and<br />
performing its obligations and exercising its rights thereunder and entering into other related transactions and<br />
Credit Support Documents, in each case, in respect of or in relation to a Series of <strong>Note</strong>s or a Loan.<br />
The assets of Rutland Capital will consist of, inter alia , Charged Assets and/or the benefit of Charged<br />
Agreements and Credit Support Documents in respect of each Series of <strong>Note</strong>s and the issued and paid-up<br />
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capital of Rutland Capital and, where appropriate, assets relating to any other borrowings of the Issuer. The<br />
only assets of Rutland Capital available to meet claims of <strong>Note</strong>holders, Receiptholders and Couponholders<br />
(if any) of the relevant <strong>Note</strong>s are the assets comprised in the relevant collection of assets, rights and other<br />
benefits comprising the security for the relevant <strong>Note</strong>s.<br />
Administrative, Management and Supervisory Bodies<br />
Rutland Capital is managed by its board of directors which are, as at the date hereof:<br />
1. Wendy Ebanks, of PO Box 1093GT, Queensgate House, South Church Street, George<br />
Town, Grand Cayman, Cayman Islands; and<br />
2. Dianne Scott of PO Box 1093GT, Queensgate House, South Church Street, George Town,<br />
Grand Cayman, Cayman Islands,<br />
(each a Director and together the Directors ).<br />
No conflict exists between the duties of the Directors and the private interest of any Director.<br />
The shareholders of the Company have not restricted or limited the powers of the directors in any way.<br />
There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on<br />
Rutland Capital prohibiting it from entering into and performing its obligations under the <strong>Note</strong>s.<br />
The Administrator<br />
Maples Finance <strong>Limited</strong> will also act as the Administrator of Rutland Capital (in such capacity, the<br />
Administrator). The office of the Administrator will serve as the general business office of Rutland Capital.<br />
Through the office, and pursuant to the terms of an Administration Agreement dated 28 November 2003, as the<br />
same may be amended and/or supplemented and/or restated from time to time, entered into between Rutland<br />
Capital and the Administrator (the Administration Agreement), the Administrator will perform in the Cayman<br />
Islands various management functions on behalf of Rutland Capital, including communications with<br />
shareholders and the general public, and the provision of certain clerical, administrative and other services until<br />
termination of the Administration Agreement. In consideration of the foregoing, the Administrator will receive<br />
various fees payable by Rutland Capital at rates agreed upon from time to time, plus expenses. The terms of the<br />
Administration Agreement provide that Rutland Capital may terminate the appointment of the Administrator by<br />
giving 14 days' notice to the Administrator at any time within 12 months of the happening of any of certain<br />
stated events, including any breach by the Administrator of its obligations under the Administration Agreement.<br />
In addition, the Administration Agreement provides that the Administrator shall be entitled to retire from its<br />
appointment by giving at least three months' notice in writing.<br />
The Administrator will be subject to the overview of Rutland Capital 's Board of Directors. The Administration<br />
Agreement may be terminated (other than as stated above) by either Rutland Capital or the Administrator giving<br />
the other three months written notice.<br />
The Administrator’s principal office is P.O. Box 1093GT, Queensgate House, South Church Street, George<br />
Town, Grand Cayman, Cayman Islands.<br />
Cayman Islands Tax Considerations:<br />
Prospective investors should consult their professional advisers on the possible tax consequences of buying,<br />
holding or selling any <strong>Note</strong>s under the laws of their country of citizenship, residence or domicile.<br />
Cayman Islands Taxation<br />
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the<br />
<strong>Note</strong>s. The discussion is a general summary of present law, which is subject to prospective and retroactive<br />
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change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does<br />
not consider tax consequences other than those arising under Cayman Islands law.<br />
1 Under existing Cayman Islands Laws:<br />
1.1 Payments of interest and principal on the <strong>Note</strong>s and dividends and capital in respect of the Shares<br />
will not be subject to taxation in the Cayman Islands and no withholding will be required on the<br />
payment of interest and principal or a dividend or capital to any holder of the <strong>Note</strong>s or Shares, as the<br />
case may be, nor will gains derived from the disposal of the <strong>Note</strong>s or Shares be subject to Cayman<br />
Islands income or corporation tax. The Cayman Islands currently have no income, corporation or<br />
capital gains tax and no estate duty, inheritance tax or gift tax.<br />
1.2 No stamp duty is payable in respect of the issue of the <strong>Note</strong>s. An instrument of transfer in respect of<br />
a <strong>Note</strong> is stampable if executed in or brought into the Cayman Islands.<br />
The Company has been incorporated under the laws of the Cayman Islands as an exempted company and, as<br />
such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following<br />
form:<br />
The Tax Concessions Law<br />
(1999 Revision)<br />
Undertaking as to Tax Concessions<br />
In accordance with the provision of Section 6 of The Tax Concession Law (1999 Revision), the Governor in<br />
Cabinet undertakes with Rutland Capital <strong>Limited</strong> (the Company):<br />
1 that no law which is hereafter enacted in the Islands imposing any tax to be levied on profits,<br />
income, gains or appreciations shall apply to the Company or its operations; and<br />
2 in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the<br />
nature of estate duty or inheritance tax shall be payable:<br />
2.1 on or in respect of the shares, debentures or other obligations of the Company; or<br />
2.2 by way of the withholding in whole or part, of any relevant payment as defined in Section<br />
6(3) of the Tax Concessions Law (1999 Revision).<br />
These concessions shall be for a period of twenty years from 2 December 2003.<br />
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GENERAL INFORMATION<br />
1. Authorisation<br />
The Issuer has obtained all necessary consents, approvals and authorisations in connection with the<br />
issue and performance of the <strong>Note</strong>s to be issued by it. The update of the <strong>Programme</strong> was duly<br />
authorised by a resolution of the Board of Directors of Rutland Capital dated 23 November 2006.<br />
2. Significant or Material Change<br />
There has been no material adverse change in the financial or trading position or prospects of<br />
Rutland Capital since 25 November 2003 (being the date on which it was incorporated).<br />
3. Legal and Arbitration Proceedings<br />
There are no governmental, legal or arbitration proceedings (including any such proceedings which<br />
are pending or threatened of which the Issuer is aware) which may have or have had since the date of<br />
its incorporation a significant effect on the financial position or profitability of the Issuer.<br />
4. Annual Accounts<br />
Since 25 November 2003, no financial statements of Rutland Capital have been prepared. Rutland<br />
Capital is not required by Cayman Islands law, and does not intend, to publish audited financial<br />
statements or appoint any auditors.<br />
5. Listing of <strong>Note</strong>s on the Irish Stock Exchange<br />
The listing of the <strong>Note</strong>s on the Irish Stock Exchange will be expressed at their nominal amount<br />
(excluding accrued interest). It is expected that each Tranche of <strong>Note</strong>s which is to be admitted to the<br />
regulated market of the Irish Stock Exchange will be admitted separately as and when issued. The<br />
approval of the Registration Document in respect of the <strong>Note</strong>s is expected to be granted on or before<br />
24 November 2006.<br />
6. Documents on Display<br />
For the life of the <strong>Note</strong>s copies of the following documents (in English) will, when published, be<br />
available for inspection in electronic form free of charge during usual business hours on any<br />
weekday (Saturdays, Sundays and public holidays excepted) from the registered office of the Issuer<br />
and from the specified office of each of the Paying Agents for the time being in London and Ireland:<br />
(i)<br />
the articles of incorporation of the Issuer;<br />
(ii)<br />
(iii)<br />
(iv)<br />
the Master Trust Deed (which includes the forms of the Global <strong>Note</strong>s, the Definitive <strong>Note</strong>s,<br />
the Receipts, the Coupons, the Talons and the Registered <strong>Note</strong>s), the Deed of Adherence, the<br />
Agency Agreement, the <strong>Programme</strong> Agreement, the Custodial Services Agreement and the<br />
Put Option Agreement;<br />
any supplements to the documents referred to in (ii) above which relate to a particular issue<br />
of <strong>Note</strong>s and the Charged Agreements, any Charging Documents, any Credit Support<br />
Documents and any <strong>Note</strong>s Guarantee relating to a particular issue of <strong>Note</strong>s (save that such<br />
documents relating to an unlisted issue of <strong>Note</strong>s will only be available for inspection by a<br />
holder of such <strong>Note</strong> and such holder must produce evidence satisfactory to the Issuer or to<br />
the relevant Paying Agent, as the case may be, as to the identity of such holder);<br />
a copy of the Registration Document;<br />
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(v)<br />
(vi)<br />
when published, any Summary and any Securities <strong>Note</strong> (save that such documents relating to<br />
a <strong>Note</strong> which is neither admitted to trading on a regulated market in the European Economic<br />
Area or offered in the European Economic Area in circumstances where a prospectus is<br />
required to be published under the Prospectus Directive will only be available for inspection<br />
by a holder of such <strong>Note</strong> and such holder must produce evidence satisfactory to the Issuer or<br />
to the relevant Paying Agent, as the case may be, as to the identity of such holder); and<br />
in the case of each issue of listed <strong>Note</strong>s subscribed pursuant to a subscription agreement, the<br />
subscription agreement (or equivalent document).<br />
7. U.S. Tax Legend<br />
Each <strong>Note</strong> in bearer form which has an original maturity of more than one year and all Receipts,<br />
Coupons and Talons relating to such <strong>Note</strong>s will bear the following legend: "Any United States<br />
person who holds this obligation will be subject to limitations under the United States income tax<br />
laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue<br />
Code".<br />
8. Clearing Systems<br />
The <strong>Note</strong>s (other than those in definitive form) may be accepted for clearance through Euroclear or<br />
Clearstream, Luxembourg (which are the entities in charge of keeping the records) (in each case as<br />
specified in the applicable Securities <strong>Note</strong>). The appropriate Common Code and ISIN for each<br />
Tranche allocated by Euroclear or Clearstream, Luxembourg, will be specified in the applicable<br />
Securities <strong>Note</strong>. If the <strong>Note</strong>s are to clear through an additional or alternative clearing system the<br />
appropriate information will be specified in the applicable Securities <strong>Note</strong>.<br />
The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210<br />
Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42, Avenue J.F.<br />
Kennedy, L-1855 Luxembourg.<br />
9. Conditions for Determining Price<br />
The price and amount of <strong>Note</strong>s to be issued under the <strong>Programme</strong> will be determined by the Issuer<br />
and the relevant Dealer at the time of issue in accordance with prevailing market conditions.<br />
10. Restricted <strong>Note</strong>s<br />
So long as any of the <strong>Note</strong>s are "restricted <strong>Note</strong>s" within the meaning of Rule 144(a)(3) under the<br />
Securities Act, the Issuer will, unless it becomes subject to and complies with the reporting<br />
requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing requirements<br />
of Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of <strong>Note</strong>s that are restricted<br />
<strong>Note</strong>s, or to any prospective purchaser of <strong>Note</strong>s that are restricted <strong>Note</strong>s designated by a holder or<br />
beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the<br />
information required to be provided by Rule 144A(d)(4) under the Securities Act.<br />
11. Post-Issuance Information<br />
The Issuer does not intend to provide any post-issuance information in relation to any Series of<br />
<strong>Note</strong>s or the performance of any Charged Assets or Reference Obligations.<br />
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REGISTERED OFFICES OF<br />
THE ISSUER<br />
Rutland Capital <strong>Limited</strong><br />
PO Box 1093GT<br />
Queensgate House, South Church Street,<br />
George Town, Grand Cayman<br />
Cayman Islands<br />
PRINCIPAL PAYING AGENT, AGENT BANK AND TRANSFER AGENT<br />
Citibank, N.A.<br />
21st Floor Citigroup Centre<br />
Canada Square<br />
Canary Wharf<br />
London E14 5LB<br />
EUROPEAN REGISTRAR<br />
Citigroup Global Markets Deutschland AG & Co. KGaA<br />
German Agency and Trust Department<br />
Reuterweg 16<br />
60323 Frankfurt am Main<br />
Germany<br />
NEW YORK REGISTRAR<br />
Citibank, N.A.<br />
Citibank Agency & Trust Services<br />
14th Floor<br />
111 Wall Street<br />
New York 1<strong>000</strong>5<br />
U.S.A<br />
IRISH PAYING AGENT AND TRANSFER AGENT<br />
Citibank International plc<br />
1 North Wall Quay<br />
Dublin 1<br />
Ireland<br />
TRUSTEE<br />
Citicorp Trustee Company <strong>Limited</strong><br />
Citigroup Centre<br />
Canada Square<br />
Canary Wharf<br />
London E14 5LB<br />
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LEGAL ADVISERS<br />
To the Dealers and the Trustee<br />
as to English law:<br />
Simmons & Simmons<br />
One Ropemaker Street<br />
London EC2Y 9SS<br />
To the Issuer<br />
as to Cayman Islands law:<br />
Maples and Calder<br />
Princes Court<br />
7 Princes Street<br />
London EC2R 8AQ<br />
To the Dealers as to U.S. law:<br />
Simmons & Simmons<br />
One Ropemaker Street<br />
London EC2Y 9SS<br />
IRISH LISTING AGENT<br />
A&L Listing <strong>Limited</strong><br />
International Financial Services Centre<br />
North Wall Quay<br />
Dublin 1<br />
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