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

ISSUER ADDENDUM
€5,000,000,000
Limited Recourse Secured Note Programme
Ashwell Rated S.A.
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its
registered office at Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg and registered with the Luxembourg trade and companies
register under number B. 107.848 and subject as an unregulated undertaking to the Luxembourg act dated 22 March 2004 on
securitisation)
This Issuer Addendum (the Issuer Addendum) in respect of Ashwell Rated S.A. (the Issuer or Ashwell
Rated) has been prepared for the purpose of giving information about Ashwell Rated and incorporates by
reference pages 1 to 194 (inclusive) of the base prospectus dated 22 November 2007 in relation to the
€5,000,000,000 Limited Recourse Secured Note Programme (the Programme) under which the Issuer issues
Notes (the Notes) or, subject to restrictions of the Securitisation Act 2004, enters into loans (the Loans) from
time to time, and comprises a base prospectus (the Base Prospectus) in respect of Ashwell Rated for the
purposes of Article 5.4 of the Directive 2003/71/EC (the Prospectus Directive). This Issuer Addendum
forms part of the Base Prospectus and incorporates by reference the rest of the Base Prospectus and all other
documents which are deemed to be incorporated by reference in the Base Prospectus. The Issuer acceded to
the Programme pursuant to a deed of adherence (the Deed of Adherence) dated 19 May 2005 between inter
alia the Issuer and the Trustee. Unless the context otherwise requires, terms defined in the Base Prospectus
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 Base Prospectus 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 2004/39/EC 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 Base Prospectus having taken all
reasonable care to ensure that such is the case, the information contained in the Base Prospectus 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 Series Prospectus 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.
1

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 Base Prospectus or any Series Prospectus 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 22 November 2007
2

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 Base Prospectus or any Series Prospectus 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 Base Prospectus or any Series Prospectus 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 Base Prospectus or any Series Prospectus 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 Base Prospectus or any Series Prospectus 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 Base Prospectus or any Series Prospectus 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 Base Prospectus or any Series Prospectus 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 Base Prospectus or
any Series Prospectus or Notes come must inform themselves about, and observe, any such restrictions. In
particular, there are restrictions on the distribution of the Base Prospectus or any Series Prospectus 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 Base Prospectus).
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 Base Prospectus.
3

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.
4

Table of Contents
Risk Factors .........................................................................................................................................6
Documents Incorporated by Reference..................................................................................................13
Ashwell Rated S.A. ..............................................................................................................................14
General Information .............................................................................................................................17
5

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 Base Prospectus and the relevant Series Prospectus and, in the
light of their own financial circumstances and investment objectives, reach their own views prior to making
any investment decision.
Securitisation Act 2004 and Compartments
The Issuer is established as a société de titrisation within the meaning of the Luxembourg act dated 22
March 2004 on securitisation (the Securitisation Act 2004). The Issuer is not a regulated undertaking and is
not subject to the supervision of the Luxembourg financial sector and stock exchange regulator, the CSSF.
Pursuant to the Securitisation Act 2004, claims against the Issuer by holders of each Series of Notes will be
limited to the net assets of the relevant Series included in the relevant compartment within the meaning of
article 62 of the Securitisation Act 2004 (the Compartment). The board of directors of the Issuer (the
Board) may establish one or more Compartments each of which is a separate and distinct part of the Issuer’s
estate (patrimoine) and which may be distinguished by the nature of acquired risks or assets, the Conditions
of the Notes issued in relation to the Compartment, the reference currency or other distinguishing
characteristics. The Conditions relating to the Notes issued in respect of, and the specific objects of, each
Compartment shall be determined by the Board. Each holder of Notes issued by the Issuer shall be deemed
to fully adhere to, and be bound by, the Conditions and the articles of incorporation of the Issuer (the
Articles).
Subject to any particular rights or limitations for the time being attached to any Notes, as may be specified in
the Articles or upon which such Notes may be issued including, without limitation, the Conditions, if a
Compartment is liquidated its assets shall be applied in the order set out in the Conditions.
As set out above, each Compartment corresponds to a separate and distinct part of the Issuer's estate
(patrimoine). The rights of holders of Notes issued in respect of a Compartment and the rights of creditors
are limited to the assets of that Compartment, where these rights relate to that Compartment or have arisen at
the occasion of the constitution, the operation or the liquidation of the relevant Compartment. The assets of a
Compartment are exclusively available to satisfy the rights of holders of Notes issued in relation to that
Compartment and the rights of creditors whose claims have arisen at the occasion of the constitution, the
operation or the liquidation of that Compartment.
In the relationship between the holders of Notes of different Series, each Compartment is deemed to be a
separate entity.
Fees, expenses and other liabilities incurred on behalf of the Issuer as a whole shall, unless otherwise
determined by the Board, be general liabilities of the Issuer and shall not be payable out of the assets of any
Compartment. The Board shall endeavour, to the extent possible (although there is no guarantee that the
Board will be able to achieve this), that creditors of such liabilities waive recourse to the assets of any
Compartment.
6

The Board shall establish and maintain separate accounting records for each of the Compartments of the
Issuer for the purposes of ascertaining the rights of holders of Notes issued in respect of each Compartment
for the purposes of the Articles and the Conditions of the Notes, such accounting records being conclusive
evidence of such rights in the absence of proven manifest error.
The assets of each Compartment (the Series Assets) may include the proceeds of the issue of the Notes of
the relevant Series of Notes, the relevant Charged Assets and Mortgaged Property and any Charging
Document or Charged Agreement. The fees, costs and expenses in relation to the Notes of each Series are
allocated to the Compartment relating to the relevant Series in accordance with the Conditions and the
Articles. Noteholders of a Series will have recourse only to the Series Assets relating to the relevant Series.
The rights of all holders of a Series will be restricted to the Series Assets for such Series regardless of how
many Tranches of Notes or Classes of Notes are comprised within such Series.
Pursuant to the Securitisation Act 2004, the proceeds of the Series Assets for each Series are available for
distribution only to the specified Noteholders and the creditors (including, but not limited to, the Trustee and
any Swap Counterparty) relating to such Series (each such party, a Series Party). A creditor of the Issuer
may have claims against the Issuer in respect of more than one Series, in which case the claims in respect of
each Series will be limited to the Series Assets relating to such Series only.
The right of Noteholders of any Series issued in respect of, and allocated to, each Compartment to participate
in the assets of the Issuer is limited to the Series Assets relating to such Series. If the payments received by
the Issuer in respect of the Series Assets are not sufficient to make all payments due in respect of the Notes,
the obligations of the Issuer in respect of the relevant Series of Notes will be limited to the Series Assets of
the Compartment in respect of that Series, as specified in the Conditions and the relevant Series Prospectus
(if any). The Issuer will not be obliged to make any further payment for any Series of Notes in excess of the
amounts received upon the realisation of the Series Assets for the relevant Compartment. Following the
application of the proceeds of realisation of the relevant Series Assets in accordance with the Conditions, the
claims of the Noteholders, the hedging counterparties (if any) and any other Series Parties for any shortfall
shall be extinguished and the Noteholders, the hedging counterparties (if any) and the other Series Parties
(and any person acting on behalf of any of them) may not take any further action to recover such shortfall.
In particular, no such party will be able to petition for the winding-up of the Issuer. Failure to make payment
in respect of any shortfall shall in no circumstances constitute an Event of Default under the Conditions. Any
shortfall shall be borne by the Noteholders, each hedging counterparty (if any) and any other Series Party of
the relevant Series in respect of which the Notes have been issued according to the priorities specified in the
Conditions of the Notes.
To give effect to the provisions of the Securitisation Act 2004 under which the Series Assets of a
Compartment are available only for the Series Parties for the relevant Series relating to that Compartment,
the Issuer will seek to contract with parties on a "limited recourse" basis such that claims against the Issuer
would be restricted to the Series Assets of the Compartment for the relevant Series.
No party will be able to attach or otherwise seize the assets of the Issuer allocated to the relevant
Compartment or to other compartments of the Issuer or other assets of the Issuer.
However, there is no guarantee that the Issuer will be able to contract on a limited recourse basis with respect
to all agreements that the Issuer may from time to time enter into in relation to any particular Tranche, Class
or Series and there may be creditors whose claims are preferred by law. In such circumstances, the Series
Assets relating to one or more Compartments may be subject to claims by creditors other than the relevant
Series Parties for the relevant Series resulting in a shortfall in the amounts available to meet the claims of the
relevant Series Parties.
7

Allocation of Shortfalls Among Classes or Tranches of a Series
The Issuer expects from time to time to make issues of Notes in different Series, each comprising one or
more Classes or Tranches. The assets secured for each Class or Tranche within a Series will not be held in a
separate Compartment (and therefore will not be deemed to be separate from one another).
Each Class or Tranche of a Series will represent a separate class or tranche of Notes and each Series will
have Series Assets relating to that Series. The relevant Series Assets will be available to meet all the
liabilities of the relevant Series, regardless of the different amounts stated to be payable on the separate
Tranches (as set out in the relevant Series Prospectus).
In practice, cross liability between Classes or Tranches is only likely to arise where the aggregate amounts
payable in respect of any Class or Tranche (expected to be the redemption amount and any interest which
may be payable in accordance with the Conditions applicable to that Class or Tranche) exceed the relevant
Series Assets notionally allocated to that Class or Tranche (that is, those amounts (if any) received by the
Issuer under the relevant Charged Assets and Mortgaged Property and Charging Document(s) and Charged
Agreement(s) and any other assets comprising the relevant Series Assets after payment of all fees, costs,
expenses and other liabilities which are to be borne by the relevant Series Assets and which rank before the
holders of the relevant Notes) that are intended to fund payments in respect of such Class or Tranche or are
otherwise attributable to that Class or Tranche. In these circumstances, the remaining Series Assets
notionally allocated to any other Class or Tranche of the same Series may be available to meet such
payments and may accordingly not be available to meet any amounts that otherwise would have been
payable on such other Class or Tranche.
Allocation of Liabilities among all Noteholders
Any liability which is not a Series-specific liability (that is, any liability that does not relate to the
Compartment in respect of which the Series is issued) which is not otherwise funded will be apportioned
between the Series Assets of all the Notes pro rata to the amounts owing on such Notes. The apportionment
of such liability will reduce the return that would otherwise have been payable on such Notes. The Issuer
will seek to contract with all counterparties on a limited recourse basis such that claims in respect of any
liability which is not Series-specific may not be made in respect of the Series Assets of any Compartment.
However, any creditor who has not contracted with the Issuer on a limited recourse basis (or any creditor
with claims preferred by law, as the case may be) may make a claim against the Series Assets of a
Compartment and such claim could affect the amount of Series Assets available to meet the obligations of
the Issuer to the relevant Noteholders and the other Series Parties.
Consequences of Winding-up Proceedings
If the Issuer fails, for any reason, to meet its obligations or liabilities (for instance, if the Issuer is unable to
pay its debts and may obtain no further credit), a creditor may be entitled to make an application for the
commencement of insolvency proceedings against the Issuer. The commencement of such proceedings may
involve certain conditions, entitle creditors (including hedging counterparties) to terminate contracts with the
Issuer (including hedging agreements) and claim damages for any loss arising from such early termination.
The commencement of such proceedings may result in the Issuer's assets (including the Series Assets of all
the Series) being realised and applied to pay the fees and costs of the liquidator, debts preferred by law and
debts payable in insolvency, before any surplus is distributed to the Noteholders. In the event of proceedings
being commenced, the Issuer may not be able to pay the full redemption amount or any amount of interest,
and any other or alternative amounts anticipated by the Conditions in respect of any Class or Tranche or
Series of Notes. The Issuer will seek to contract only with parties who agree not to make application for the
winding-up, liquidation or bankruptcy of the Issuer or any similar insolvency related proceedings.
Limited recourse
(A) The rights of Noteholders of any Series issued in respect of, and allocated to, each Compartment to
participate in the assets of the Issuer is limited to the Series Assets relating to each Series. All
8

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);
(B) 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 Base Prospectus and, where applicable, the Security Ranking Basis
specified in the applicable Series Prospectus and, if applicable, the relevant ranking of the Classes
within such Series; and
(C) 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) 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;
(ii) 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;
(iii) 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;
(iv) the holders of the Notes, Receipts and Coupons and any Swap Counterparty shall not be able
to petition for the winding-up, liquidation or bankruptcy of the Issuer or any similar
insolvency related proceedings as a consequence of any such shortfall;
(v) the holders of the Notes, Receipts and Coupons and any Swap Counterparty shall not be able
to attach or otherwise seize the assets of the Issuer allocated to the relevant Compartment of
the Issuer or other assets of the Issuer; and
(vi) 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.
9

The different Classes of Notes
Unless otherwise specified in the applicable Series Prospectus, 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.
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 Base Prospectus.
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.
10

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
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
11

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 Grand Duchy of Luxembourg. All of the directors of the
Issuer under this Programme reside, and substantially all of the assets of the Issuer are, located outside the
United States. It may not be possible to enforce, in original actions in Luxembourg courts, liabilities
predicated solely on the U.S. federal securities laws.
12

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:
· the annual financial statements of Ashwell Rated for the financial year ended 10 October 2005;
· the annual financial statements of Ashwell Rated for the financial year ended 10 October 2006; and
· pages 1 to 194 (inclusive) of the Base Prospectus dated 22 November 2007 in relation to the Programme.
The information on pages 195 to 216 (inclusive) of the Base Prospectus dated 22 November 2007 in relation
to the Programme is not relevant to the investor.
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General
Ashwell Rated S.A.
Ashwell Rated S.A. (Ashwell Rated) is a securitisation company (société de titrisation) incorporated under
the laws of the Grand Duchy of Luxembourg on 17 May 2005 as a public limited liability company (société
anonyme) with an unlimited duration. Ashwell Rated is a special purpose entity incorporated, amongst other
things, for the purpose of issuing asset backed securities. Copies of its articles of incorporation were lodged
with the Luxembourg trade and companies register on 18 May 2005. The registration number of Ashwell
Rated is B.107.848. Ashwell Rated's articles of incorporation are published in the "Mémorial, Recueil des
Sociétés et Associations, Luxembourg" number 947 dated 27 September 2005 on page 45436. The registered
office of Ashwell Rated is Carré Bonn, 20, rue de la Poste, L-2346 Luxembourg and its telephone number is
(+352) 47 23 23.
Share Capital and Shareholders
The shares in Ashwell Rated are held by Luxembourg Corporation Company S.A. and The Structured
Charitable Trust (together, the Share Trustees) under the terms of a declaration of trust under which the
Share Trustees hold the shares on trust for charitable and heritage bodies. The Issuer is directly owned and
controlled by these parties. Luxembourg Corporation Company S.A. was incorporated under the laws of the
Grand Duchy of Luxembourg as a public limited liability company (société anonyme). The Structured
Charitable Trust is a charitable trust company incorporated under the laws of Jersey. The Share Trustees will
apply any income derived by them from Ashwell Rated solely for charitable purposes.
The financial year of Ashwell Rated commences on 11 October in each year and ends on 10 October of the
following year. The annual general meeting of the shareholders of Ashwell Rated is held on 16 March of
each year at 10.00 a.m. in Luxembourg at the registered office of Ashwell Rated.
The subscribed share capital of Ashwell Rated is €31,000 (thirty one thousand euro) consisting of 62 (sixty
two) shares in registered form (actions nominatives) with a par value of €500 each.
Financial Statements
In accordance with article 75 of the Luxembourg act dated 10 August 1915 on commercial companies, as
amended (the Companies Act 1915) Ashwell Rated is obliged to publish its accounts on an annual basis
within one month after their approval, by and following the requisite holding of the annual general meeting
of the shareholders of Ashwell Rated. Since 17 May 2005, Ashwell Rated 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. Financial statements as of 10 October 2005 and 10 October 2006
have been approved and published.
Principal Activities
The corporate objects of Ashwell Rated are to enter into, perform and serve as a vehicle for, any
securitisation transactions as permitted under the Securitisation Act 2004. To that effect, Ashwell Rated may,
inter alia, acquire or assume, directly or through another entity or vehicle, the risks relating to the holding or
property of claims, receivables and/or other goods or assets (including securities of any kind), either movable
or immovable, tangible or intangible, and/or risks relating to liabilities or commitments of third parties or
which are inherent to all or part of the activities undertaken by third parties, by issuing securities of any kind
whose value or return is linked to these risks.
Ashwell Rated may assume or acquire these risks by acquiring, by any means, the claims, receivables and/or
assets, by guaranteeing the liabilities or commitments or by binding itself by any other means.
14

Ashwell Rated may proceed to (i) the acquisition, holding and disposal, in any form, by any means, whether
directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg and foreign
companies, (ii) the acquisition by purchase, subscription, or in any other manner, as well as the transfer by
sale, exchange or in any other manner of stock, bonds, debentures, notes and other securities or financial
instruments of any kind (including notes or parts or units issued by Luxembourg or foreign mutual funds or
similar undertakings) and agreements or contracts relating thereto, and (iii) the ownership, administration,
development and management of a portfolio (including, among other things, the assets referred to in (i) and
(ii) above). It may further acquire, hold and dispose of interests in partnerships, limited partnerships, trusts,
funds and other entities.
Ashwell Rated may borrow in any form. It may issue notes, bonds, debentures, certificates, shares,
beneficiary parts, warrants and any kind of debt or equity including under one or more issue programmes. It
may lend funds including the proceeds of any borrowings and/or issues of securities to its subsidiaries,
affiliated companies or to any other company.
In accordance with, and to the extent permitted by, the Securitisation Act 2004, Ashwell Rated may also give
guarantees and grant security over its assets in order to secure the obligations it has assumed for the
securitisation of these assets or for the benefit of investors (including their trustee or representative, if any)
and/or any issuing entity participating in a securitisation transaction of Ashwell Rated. It may not pledge,
transfer, encumber or otherwise create security over some or all of its assets, unless permitted by the
Securitisation Act 2004.
Ashwell Rated may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives,
options, repurchase, stock lending and similar transactions. It may generally employ any techniques and
instruments relating to investments for the purpose of their efficient management, including, but not limited
to, techniques and instruments designed to protect it against credit, currency exchange, interest rate risks and
other risks.
The descriptions above are to be understood in their broadest sense and their enumeration is not limiting. The
corporate objects shall include any transaction or agreement which is entered into by Ashwell Rated,
provided it is not inconsistent with the foregoing enumerated objects.
In general, Ashwell Rated may take any controlling and supervisory measures and carry out any operation or
transaction which it considers necessary or useful in the accomplishment and development of its corporate
objects, to the largest extent permitted under the Securitisation Act 2004.
In accordance with the Securitisation Act 2004, the board of directors of Ashwell Rated is entitled to create
one or more compartments (representing the assets of Ashwell Rated attributable to an issue of securities)
corresponding each to a separate part of Ashwell Rated's estate.
Auditors
The external auditors (réviseurs d'entreprises) of Ashwell Rated are Deloitte S.A., whose registered office is
at 560, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg. Deloitte S.A. is a member of
the Institut des Réviseurs d'Entreprises, which is the equivalent of the Institute of Chartered Accountants in
the United Kingdom.
Administrative, Management and Supervisory Bodies
Ashwell Rated is managed by its board of directors composed of:
1. Mr Doeke van der Molen, employee, whose business address is at Carré Bonn, 20, rue de la
Poste, L-2346 Luxembourg;
15

2. Ms Cândida Gillespie, employee, whose business address is at Carré Bonn, 20, rue de la
Poste, L-2346 Luxembourg; and
3. Mr Paul Lefering, employee, whose business address is at Carré Bonn, 20, rue de la Poste,
L-2346 Luxembourg,
(each a Director and together the Directors).
Mr Doeke van der Molen has been appointed by the board of directors of the Issuer as
chairman of the board of directors of the Issuer.
No conflict exists between the duties of the Directors and the private interest of any Director.
As a public limited liability company (société anonyme), Ashwell Rated must have at least three directors at
all times. In the event that a director resigns but there are still three or more directors remaining in office,
there is no requirement for any immediate action to be taken. A new director can then be appointed at the
next general meeting (either annual or extraordinary) of the shareholders of Ashwell Rated.
If a director resigns and this reduces the number of directors to less than three, a new director must be
appointed so that there are at least three directors. The new director may be appointed either by: (i) an
extraordinary general meeting of the shareholders of Ashwell Rated specifically convened to vote on the
appointment of a new director; or (ii) the remaining directors, on a provisional basis. A director
provisionally appointed by the remaining directors must have its appointment confirmed at the next general
meeting (either annual or extraordinary) of the shareholders of Ashwell Rated.
16

1. Authorisation
GENERAL INFORMATION
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 Ashwell Rated dated on or about
21 November 2007.
2. Significant or Material Change
There has been no material adverse change in the financial or trading position or prospects of
Ashwell Rated since the date of its last published audited financial statements.
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
In accordance with article 75 of the Companies Act 1915 Ashwell Rated is obliged to publish its
accounts on an annual basis within one month after their approval, by and following the requisite
holding of the annual general meeting of the shareholders.
The most recently published and future annual accounts of Ashwell Rated will be available from the
Specified Office of the Paying Agents in London and Ireland.
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 Base Prospectus in respect of the Notes is expected to be granted on or before
22 November 2007.
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) the most recently published audited annual financial statements of the Issuer;
(iii) 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;
(iv) any supplements to the documents referred to in (iii) above which relate to a particular issue
of Notes and the Charged Agreements, any Charging Documents, any Credit Support
17

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);
(v) a copy of the Base Prospectus;
(vi) when published, any Summary and any Series Prospectus (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
(vii) 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 Series Prospectus). The appropriate Common Code and ISIN for each
Tranche allocated by Euroclear or Clearstream, Luxembourg, will be specified in the applicable
Series Prospectus. If the Notes are to clear through an additional or alternative clearing system the
appropriate information will be specified in the applicable Series Prospectus.
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.
18

11. External Auditors
The external auditors (réviseur d'entreprises) of Ashwell Rated are Deloitte S.A., whose registered
office is at 560, rue de Neudorf, L-2220 Luxembourg. Deloitte S.A. is a member of the Institut des
Réviseurs d'Entreprises (Luxembourg institute of auditors).
12. 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.
19

REGISTERED OFFICES OF
THE ISSUER
Ashwell Rated S.A.
Carré Bonn, 20, rue de la Poste
L-2346 Luxembourg
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
20

To the Dealers and the Trustee
as to English law:
Simmons & Simmons
One Ropemaker Street
London EC2Y 9SS
AUDITORS
To Ashwell Rated S.A.
Deloitte S.A.
560, rue de Neudorf,
L-2220 Luxembourg
Grand Duchy of Luxembourg
LEGAL ADVISERS
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
21
To the Dealers and the Trustee
as to Luxembourg law:
Allen & Overy Luxembourg
58, rue Charles Martel
L-2134 Luxembourg