| Company name | Octans I CDO Ltd |
| Headline | Notice of Public Sale etc |
The Bank of New York Trust Company, National Association
NOTIFICATION OF PUBLIC DISPOSITION OF COLLATERAL
To: Octans I CDO Ltd., as Issuer
c/o Walkers SPV Limited
P. O. Box 908GT
Walker House, Mary Street
George Town, Grand Cayman
Cayman Islands
Attn: The Directors
Fax: (345) 945-4757
Octans I CDO LLC., as Co-Issuer
c/o Donald J. Puglisi
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attn: Donald Puglisi
Fax: (302) 738-7210
From: The Bank of New York Trust Company, National Association, as Trustee
601 Travis Street, 16th Floor
Houston, Texas 77002
Attention: Lisa Ferrara
Telephone: (713) 483-6317
Name of Debtors: Octans I CDO Ltd., as Issuer
Octans I CDO LLC, as Co-Issuer
We will sell the property described on Exhibit A attached hereto to the highest qualified bidder or bidders (subject to a reserve level, if any) in a public sale as follows:
DAY AND DATE | TIME | |
Sale | Tuesday, June 3, 2008 | 10:00 A.M., EST |
PLACE |
The sale will be held at 600 Travis Street, Suite 5800, Houston, Texas 77002. |
You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell. You may request an accounting by calling us at (713) 483-6317.
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
cc:
Collateral Manager:
Harding Advisory LLC
2 World Financial Center
New York, New York 10281
Fax: (212) 220-9747
Attn: Wing Chau
Rating Agencies:
Moody's Investors Service
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Electronic mail address: cdomonitoring@moodys.com
Fax: (212) 553-0355
Attn: CBO/CLO Monitoring
Standard & Poor's
55 Water Street
New York, New York 10041
Electronic mail address: cdo_surveillance@sandp.com;
stephen_anderberg@sandp.com
Fax: (212) 438-2644
Attn: CDO Surveillance
Irish Listing Agent:
McCann Fitzgerald Listing Services Limited
2 Harbourmaster Place
International Financial Services Centre
Dublin 1, Ireland
MLI:
Merrill Lynch International
Merrill Lynch Financial Centre
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attn: Brett Bornstein
Company Announcements Office, Irish Stock Exchange:
The Company Announcements Office
The Irish Stock Exchange
28 Anglesea Street
Dublin 2
Ireland
Fax: + 353 1 677 6045
Email (in Microsoft Word format): announcements@ise.ie
Irish Paying Agent:
Custom House Administration and Corporate Services Limited
25 Eden Quay
Dublin 1, Ireland
Placement Agent:
Cohen & Company Securities, LLC
450 Park Avenue
New York, New York 10022
Attn: Michael Ludlow
Initial Purchaser:
Merrill Lynch, Pierce, Fenner & Smith Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Attn: Brett Bornstein
Initial Hedge Counterparty:
Merrill Lynch Capital Services, Inc.
4 World Financial Center, 18th Floor
New York, New York 10080
Attn: Swap Group
Fax: (646) 805-0218
With a copy to:
GMI Counsel
Merrill Lynch World Headquarters
World Financial Center, North Tower, 12th Floor
4 World Financial Center,
New York, New York 10080
Attn: Swaps Legal
Fax: (212) 449-6993
Synthetic Security Counterparty, Class A-1 Swap Counterparty, Credit Default Swap Counterparty and Total Return Swap Counterparty:
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Attn: Manager, Fixed Income Settlements
Fax: +44 20 7867 2004
With a copy to
Merrill Lynch & Co.
4 World Financial Center, 18th Floor
New York, New York 10080
Attn: Alan Levy/Colin Sheen
Fax: (212) 449-4736
Fax: (212) 738-1214
With a copy to:
Debt Counsel
Merrill Lynch & Co.
4 World Financial Center
New York, New York 10080
Attn: Swaps Legal
Fax: (212) 449-6993
EXHIBIT A
SALE: Tuesday, June 3, 2008 10:00 A.M. EST CASH ~ CDO (6), RMBS (31) | |||||||||
Lot # | CUSIP | Issuer | Type | Coupon | Spread To Ref., bp | Reference Rate | Maturity Date | Original Face | Current Balance |
1 | 157197AD6 | CETUS 2006-1A C | CDO | 5.659% | 295 | LIBOR03M | 10/16/2046 | 15,000,000 | 15,000,000 |
2 | 296605AF5 | ESPF 2006-1A C | CDO | 5.978% | 325 | LIBOR03M | 10/5/2046 | 10,000,000 | 10,462,197 |
3 | 30238XAN8 | FAB 2006-1A C | CDO | 6.475% | 375 | LIBOR03M | 1/5/2047 | 2,000,000 | 1,923,860 |
4 | 53160QAD9 | LBRAC 2006-1A D | CDO | 6.084% | 330 | LIBOR03M | 11/6/2046 | 15,000,000 | 14,527,233 |
5 | 615118AA4 | MNTRS 2006-1A D | CDO | 6.264% | 325 | LIBOR03M | 12/5/2051 | 3,000,000 | 3,097,484 |
6 | 80918HAJ4 | SCORP 2006-1A F | CDO | 6.020% | 325 | LIBOR03M | 11/7/2046 | 15,000,000 | 13,888,838 |
7 | 00076BAK0 | ABFC 2007-NC1 M6 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,126,650 | 1,126,650 |
8 | 00076BAL8 | ABFC 2007-NC1 M7 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,151,550 | 1,151,550 |
9 | 00076BAM6 | ABFC 2007-NC1 M8 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 701,100 | 701,100 |
10 | 00441UAM2 | ACE 2006-ASP4 M7 | HOME EQTY | 3.835% | 94 | LIBOR01M | 8/25/2036 | 2,199,000 | 2,199,000 |
11 | 00441VAM0 | ACE 2006-FM1 M7 | HOME EQTY | 3.765% | 87 | LIBOR01M | 7/25/2036 | 4,499,000 | 4,499,000 |
12 | 004421ZD8 | ACE 2006-HE2 M8 | HOME EQTY | 4.045% | 115 | LIBOR01M | 5/25/2036 | 5,000,000 | 5,000,000 |
13 | 004421ZE6 | ACE 2006-HE2 M9 | HOME EQTY | 4.895% | 200 | LIBOR01M | 5/25/2036 | 1,396,000 | 1,396,000 |
14 | 00252FDE8 | AMIT 2005-4 B3 | HOME EQTY | 5.645% | 275 | LIBOR01M | 10/25/2035 | 11,976,000 | 11,976,000 |
15 | 055683AP1 | BNCMT 2006-2 M9 | HOME EQTY | 5.395% | 250 | LIBOR01M | 11/25/2036 | 500,000 | 500,000 |
16 | 144528AL0 | CARR 2006-NC3 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,448,000 | 2,448,000 |
17 | 17309LAM7 | CMLTI 2006-HE2 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,400,000 | 2,400,000 |
18 | 23243LAL6 | CWL 2006-14 M7 | HOME EQTY | 3.715% | 82 | LIBOR01M | 2/25/2037 | 5,250,000 | 5,250,000 |
19 | 23242HAM4 | CWL 2006-BC3 M8 | HOME EQTY | 3.945% | 105 | LIBOR01M | 2/25/2037 | 2,000,000 | 2,000,000 |
20 | 35729RAP1 | FHLT 2006-A M8 | HOME EQTY | 4.795% | 190 | LIBOR01M | 5/25/2036 | 2,000,000 | 2,000,000 |
21 | 35729QAM0 | FHLT 2006-B M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 8/25/2036 | 2,500,000 | 2,500,000 |
22 | 437084BR6 | HEAT 2004-2 B3 | HOME EQTY | 6.145% | 325 | LIBOR01M | 7/25/2034 | 12,000,000 | 3,229,072 |
23 | 437084NN2 | HEAT 2005-6 B3 | HOME EQTY | 5.895% | 300 | LIBOR01M | 12/25/2035 | 3,000,000 | 3,000,000 |
24 | 437084PN0 | HEAT 2005-7 B4 | HOME EQTY | 5.895% | 300 | LIBOR01M | 1/25/2036 | 7,250,000 | 7,250,000 |
25 | 437097AN8 | HEAT 2006-6 M7 | HOME EQTY | 3.845% | 95 | LIBOR01M | 11/25/2036 | 4,250,000 | 4,250,000 |
26 | 46602UAL2 | IXIS 2006-HE3 B1 | HOME EQTY | 3.715% | 82 | LIBOR01M | 1/25/2037 | 3,500,000 | 3,500,000 |
27 | 46629KAN9 | JPMAC 2006-WMC3 M7 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2036 | 6,428,000 | 6,428,000 |
28 | 52522HAX0 | LXS 2006-8 M9 | HOME EQTY | 4.395% | 150 | LIBOR01M | 6/25/2036 | 7,474,000 | 7,474,000 |
29 | 59020UT21 | MLMI 2005-HE2 B1 | HOME EQTY | 4.145% | 125 | LIBOR01M | 9/25/2036 | 6,483,000 | 6,483,000 |
30 | 59022QAM4 | MLMI 2006-HE5 B1 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2037 | 11,145,000 | 11,145,000 |
31 | 61756YAF0 | MSAC 2007-HE7 M2 | HOME EQTY | 4.895% | 200 | LIBOR01M | 7/25/2037 | 530,000 | 530,000 |
32 | 68400XBZ2 | OOMLT 2003-5 M6 | HOME EQTY | 6.395% | 350 | LIBOR01M | 8/25/2033 | 3,813,501 | 1,170,529 |
33 | 86358EJN7 | SAIL 2004-5 B | HOME EQTY | 6.645% | 250 | LIBOR01M | 5/25/2034 | 1,000,000 | 189,589 |
34 | 86361KAL1 | SAIL 2006-BNC3 M6 | HOME EQTY | 3.745% | 85 | LIBOR01M | 9/25/2036 | 2,250,000 | 2,250,000 |
35 | 86361GAL0 | SASC 2006-BC2 M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 9/25/2036 | 4,000,000 | 4,000,000 |
36 | 86360PAT4 | SASC 2006-NC1 B2 | HOME EQTY | 5.395% | 250 | LIBOR01M | 5/25/2036 | 8,300,000 | 8,300,000 |
37 | 784208AP5 | SGMS 2006-FRE2 M9 | HOME EQTY | 5.095% | 220 | LIBOR01M | 7/25/2036 | 1,000,000 | 1,000,000 |
The Bank of New York Trust Company, National Association
NOTICE OF PUBLIC SALE
AND
INVITATION TO BID
OCTANS I CDO LTD.
OCTANS I CDO LLC
May 23, 2008
You are officially invited to bid on the collateral described below (the "Collateral"), which will be sold at a public sale, as indicated below. This sale will be held by THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the "Trustee") under that certain Indenture dated as of September 26, 2006 (as amended, modified or supplemented from time to time, the "Indenture") among OCTANS I CDO LTD., as Issuer (the "Issuer"), OCTANS I CDO LLC, as Co-Issuer (the "Co-Issuer", and together with the Issuer, the "Co-Issuers") and the Trustee. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture.
The Conditions of the Public Sale are as Follows:
Collateral. The Collateral that will be sold at the sale is as follows:
SALE: Tuesday, June 3, 2008 10:00 A.M. EST CASH ~ CDO (6), RMBS (31) | |||||||||
Lot # | CUSIP | Issuer | Type | Coupon | Spread To Ref., bp | Reference Rate | Maturity Date | Original Face | Current Balance |
1 | 157197AD6 | CETUS 2006-1A C | CDO | 5.659% | 295 | LIBOR03M | 10/16/2046 | 15,000,000 | 15,000,000 |
2 | 296605AF5 | ESPF 2006-1A C | CDO | 5.978% | 325 | LIBOR03M | 10/5/2046 | 10,000,000 | 10,462,197 |
3 | 30238XAN8 | FAB 2006-1A C | CDO | 6.475% | 375 | LIBOR03M | 1/5/2047 | 2,000,000 | 1,923,860 |
4 | 53160QAD9 | LBRAC 2006-1A D | CDO | 6.084% | 330 | LIBOR03M | 11/6/2046 | 15,000,000 | 14,527,233 |
5 | 615118AA4 | MNTRS 2006-1A D | CDO | 6.264% | 325 | LIBOR03M | 12/5/2051 | 3,000,000 | 3,097,484 |
6 | 80918HAJ4 | SCORP 2006-1A F | CDO | 6.020% | 325 | LIBOR03M | 11/7/2046 | 15,000,000 | 13,888,838 |
7 | 00076BAK0 | ABFC 2007-NC1 M6 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,126,650 | 1,126,650 |
8 | 00076BAL8 | ABFC 2007-NC1 M7 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,151,550 | 1,151,550 |
9 | 00076BAM6 | ABFC 2007-NC1 M8 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 701,100 | 701,100 |
10 | 00441UAM2 | ACE 2006-ASP4 M7 | HOME EQTY | 3.835% | 94 | LIBOR01M | 8/25/2036 | 2,199,000 | 2,199,000 |
11 | 00441VAM0 | ACE 2006-FM1 M7 | HOME EQTY | 3.765% | 87 | LIBOR01M | 7/25/2036 | 4,499,000 | 4,499,000 |
12 | 004421ZD8 | ACE 2006-HE2 M8 | HOME EQTY | 4.045% | 115 | LIBOR01M | 5/25/2036 | 5,000,000 | 5,000,000 |
13 | 004421ZE6 | ACE 2006-HE2 M9 | HOME EQTY | 4.895% | 200 | LIBOR01M | 5/25/2036 | 1,396,000 | 1,396,000 |
14 | 00252FDE8 | AMIT 2005-4 B3 | HOME EQTY | 5.645% | 275 | LIBOR01M | 10/25/2035 | 11,976,000 | 11,976,000 |
15 | 055683AP1 | BNCMT 2006-2 M9 | HOME EQTY | 5.395% | 250 | LIBOR01M | 11/25/2036 | 500,000 | 500,000 |
16 | 144528AL0 | CARR 2006-NC3 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,448,000 | 2,448,000 |
17 | 17309LAM7 | CMLTI 2006-HE2 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,400,000 | 2,400,000 |
18 | 23243LAL6 | CWL 2006-14 M7 | HOME EQTY | 3.715% | 82 | LIBOR01M | 2/25/2037 | 5,250,000 | 5,250,000 |
19 | 23242HAM4 | CWL 2006-BC3 M8 | HOME EQTY | 3.945% | 105 | LIBOR01M | 2/25/2037 | 2,000,000 | 2,000,000 |
20 | 35729RAP1 | FHLT 2006-A M8 | HOME EQTY | 4.795% | 190 | LIBOR01M | 5/25/2036 | 2,000,000 | 2,000,000 |
21 | 35729QAM0 | FHLT 2006-B M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 8/25/2036 | 2,500,000 | 2,500,000 |
22 | 437084BR6 | HEAT 2004-2 B3 | HOME EQTY | 6.145% | 325 | LIBOR01M | 7/25/2034 | 12,000,000 | 3,229,072 |
23 | 437084NN2 | HEAT 2005-6 B3 | HOME EQTY | 5.895% | 300 | LIBOR01M | 12/25/2035 | 3,000,000 | 3,000,000 |
24 | 437084PN0 | HEAT 2005-7 B4 | HOME EQTY | 5.895% | 300 | LIBOR01M | 1/25/2036 | 7,250,000 | 7,250,000 |
25 | 437097AN8 | HEAT 2006-6 M7 | HOME EQTY | 3.845% | 95 | LIBOR01M | 11/25/2036 | 4,250,000 | 4,250,000 |
26 | 46602UAL2 | IXIS 2006-HE3 B1 | HOME EQTY | 3.715% | 82 | LIBOR01M | 1/25/2037 | 3,500,000 | 3,500,000 |
27 | 46629KAN9 | JPMAC 2006-WMC3 M7 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2036 | 6,428,000 | 6,428,000 |
28 | 52522HAX0 | LXS 2006-8 M9 | HOME EQTY | 4.395% | 150 | LIBOR01M | 6/25/2036 | 7,474,000 | 7,474,000 |
29 | 59020UT21 | MLMI 2005-HE2 B1 | HOME EQTY | 4.145% | 125 | LIBOR01M | 9/25/2036 | 6,483,000 | 6,483,000 |
30 | 59022QAM4 | MLMI 2006-HE5 B1 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2037 | 11,145,000 | 11,145,000 |
31 | 61756YAF0 | MSAC 2007-HE7 M2 | HOME EQTY | 4.895% | 200 | LIBOR01M | 7/25/2037 | 530,000 | 530,000 |
32 | 68400XBZ2 | OOMLT 2003-5 M6 | HOME EQTY | 6.395% | 350 | LIBOR01M | 8/25/2033 | 3,813,501 | 1,170,529 |
33 | 86358EJN7 | SAIL 2004-5 B | HOME EQTY | 6.645% | 250 | LIBOR01M | 5/25/2034 | 1,000,000 | 189,589 |
34 | 86361KAL1 | SAIL 2006-BNC3 M6 | HOME EQTY | 3.745% | 85 | LIBOR01M | 9/25/2036 | 2,250,000 | 2,250,000 |
35 | 86361GAL0 | SASC 2006-BC2 M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 9/25/2036 | 4,000,000 | 4,000,000 |
36 | 86360PAT4 | SASC 2006-NC1 B2 | HOME EQTY | 5.395% | 250 | LIBOR01M | 5/25/2036 | 8,300,000 | 8,300,000 |
37 | 784208AP5 | SGMS 2006-FRE2 M9 | HOME EQTY | 5.095% | 220 | LIBOR01M | 7/25/2036 | 1,000,000 | 1,000,000 |
2. Time of Sale. The date and time of the sale will be as follows:
DAY AND DATE | TIME | |
Public Sale | Tuesday, June 3, 2008 | 10:00 a.m., EST |
ONLY PERSONS WHO SATISFY THE FOLLOWING REQUIREMENTS WILL BE PERMITTED TO BID AT THE AUCTION
3. Conditions of Sale. The conditions of the sale are as follows:
Each item of Collateral will be awarded only to the best bidder who is also a qualified bidder (the "Best Bidder"). The Trustee reserves the right to reject any bid which it deems to have been made by a bidder which is unable to satisfy the requirements imposed by the Trustee upon prospective bidders in connection with the auction or to whom in the Trustee's sole judgment a sale may not lawfully be made. The Trustee shall not be obligated to make any sale and reserves the right to sell all or a part of the Collateral at a subsequent public or private sale.
In order to obtain additional information on the Collateral, each prospective bidder must execute and return to the Trustee, prior to receiving such information, the Investor Representations and Confidentiality Agreement in the form of Exhibit A attached hereto.
Some or all of the securities constituting the Collateral may not have been and will not be registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be sold or transferred without registration under such Act and applicable state securities law or the availability of valid exemptions from such registration requirements. In addition to such securities laws transfer restrictions on resale, some or all of the Collateral may be subject to additional transfer restrictions, including but not limited to Investment Company Act restrictions and ERISA restrictions. Upon signing and returning the executed Investor Representations and Confidentiality Agreement, bidder may request copies of the offering memorandum or circular ("Offering Circular") for each such item of Collateral (in which all such transfer restrictions are described), as well as certain other financial information in the possession of the Trustee.
Each Best Bidder for which a security constituting part of the Collateral is awarded, by submission of its bid, is deemed to represent and warrant that such bidder is qualified to become a transferee of such security under all transfer restrictions applicable to such security.
The Trustee will accept bids only from those persons to whom in its sole judgment such sale may lawfully be made. Any person submitting a bid is hereby notified (i) that the Collateral must be acquired for the account of the bidder and not with a view to resale or distribution, and (ii) that the bidder may not resell a security without compliance with the registration requirements of the Securities Act of 1933, as amended (the "Act"), and the regulations of the Securities and Exchange Commission thereunder and applicable state securities laws or pursuant to valid exemptions therefrom.
A bid by any person will be deemed to be a representation by such person that it has sufficient knowledge and experience in business and financial matters to evaluate properly the merits and risks of an investment in the Collateral and that such bidder has had such access to information concerning the Collateral as such bidder deems necessary to make an informed investment decision and has taken advice from those advisors as such person has deemed necessary and that neither the Trustee nor any other party connected with the sale of the Collateral is a fiduciary or investment advisor to such person. Further, such bidder may be required to establish that such bidder is able to bear the economic risks involved in an investment in the Collateral.
Bids may be made by e-mail to Sanders Morris Harris at one of the following e-mail addresses: Ansel.Eshelman@smhcapital.com or Eshelman@bloomberg.net. Be sure to include your name, company name, address, phone number and tax ID number.
Alternatively, bids may be submitted on the appropriate corresponding Bid Response Spreadsheet attached hereto as Exhibit B. It must be completed in full and either FAXED or E-MAILED according to the directions at the bottom of the form.
For additional information on the Sale, contact Peter Badger, Ansel Eshelman, or Lee Olver with Sanders Morris Harris at Lee.Olver@smhgroup.com or (713) 993-4637.
Bids may be submitted in whole or in part on the par available. However, better partial bids may be rejected in favor of whole bids. Partial bids will be considered at the sole discretion of Sanders Morris Harris.
All bids submitted will be assumed to be clean.
The Trustee will verify settlement figures, including accrued interest due, using the Bloomberg trade function.
Your bid should be your "best and final" bid. You will not be notified of other bids and will not be given the opportunity to submit a subsequent better bid.
Following the completion of the sale, the amount of the winning bid for each item (but not the identity of the bidder) will be disclosed on a limited basis only to the Issuer and those persons as determined by the Trustee, in its sole discretion, as having an interest in the Collateral under or in connection with the Indenture.
Reserve levels may apply.
All bids submitted must be irrevocable and unconditional.
The terms of the sale shall be payment of funds in cash or by certified or cashier's check or wire transfer after the acceptance of any bid. Such payment must be received by the Trustee within a reasonable period of time after the conclusion of the bidding, as determined by the Trustee, but in any event before the close of business (i.e., 5:00 p.m. (Eastern)) on the specified settlement date.
Settlement will be per the applicable settlement terms on the Bid Response Spreadsheet. (See Exhibit B attached hereto.)
The Trustee reserves the right to offer the Collateral in any other commercially reasonable manner. The Trustee may adjourn or cancel the auction or cause such auction to be adjourned, recessed and/or reconvened from time to time, without further written notice or further publicity, by announcement at the time and place appointed for such auction or at any adjournment, recess and/or reconvening and, without further written notice or publication, such auction may be held at the time and place to which it may have been so adjourned.
No sale will be completed until the successful bidder completes its purchase as provided herein and, in the case of any failure to complete a purchase, the Trustee may without further notice accept the next best bid from a qualified bidder.
The Collateral will be offered and sold by the Trustee without recourse, representations, or warranties, express or implied, being made by the Trustee with respect to the Collateral (except as to title to the Collateral) or with respect to any other information then in the Trustee's possession, including without limitation any Offering Circular or other financial information.
The above terms and conditions of the sale may be subject to additional or amended terms and conditions to be announced at the time of sale.
Additional Information May Be Obtained
Additional information concerning the Collateral and matters pertaining to the sale may be obtained by contacting contact Peter Badger, Ansel Eshelman, or Lee Olver with Sanders Morris Harris at Lee.Olver@smhgroup.com or (713) 993-4637. The Indenture and the documents reflecting the Trustee's security interest in the Collateral are available for inspection prior to the sale by appointment. Interested parties may contact Peter Badger, Ansel Eshelman, or Lee Olver.
EXHIBIT A
INVESTOR REPRESENTATIONS AND CONFIDENTIALITY AGREEMENT
The undersigned has expressed an interest in participating in a foreclosure sale (the "Foreclosure Sale") under that certain Indenture dated as of September 26, 2006 (as amended, modified or supplemented from time to time, the "Indenture") among OCTANS I CDO LTD., as Issuer (the "Issuer"), OCTANS I CDO LLC, as Co-Issuer (the "Co-Issuer", and together with the Issuer, the "Co-Issuers") and The Bank of New York Trust Company, National Association, as trustee (the "Trustee"), and has asked that the Trustee provide certain financial information relating to the Collateral (as defined in the Indenture), as further described in Annex I attached hereto, to be sold at the Foreclosure Sale. The Trustee is prepared to permit such participation and to provide such financial information to the undersigned so long as the undersigned executes this Agreement. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Indenture.
1. The undersigned hereby represents and warrants to the Trustee that (i) to the extent that the undersigned is the successful bidder at the Foreclosure Sale, the Collateral acquired thereby will be acquired for the account of the bidder and not with a view to resale or distribution; (ii) the undersigned has reviewed all necessary materials and had access to all information requested, and has sufficient business and investment knowledge and experience to effectively evaluate properly the merits and risks of investment in the Collateral which is the subject of the Foreclosure Sale; (iii) the undersigned has sufficient financial ability and net worth to bear the economic risks involved in investment in such Collateral and has taken advice from those advisors as the undersigned has deemed necessary and neither the Trustee nor any other party connected with the sale of the Collateral is a fiduciary or investment advisor to the undersigned; and (iv) the undersigned is aware of the fact that the items of the Collateral on which it is bidding may not have been registered under the Securities Act of 1933, as amended (the "Act") or applicable state securities law. The undersigned hereby agrees that the undersigned may not resell any Collateral acquired at the Foreclosure Sale without compliance with the registration requirements of the Act, and the regulations of the Securities and Exchange Commission thereunder and applicable state securities laws or pursuant to valid exemptions therefrom.
2. The undersigned acknowledges and agrees that the Foreclosure Sale, and any sale of Collateral to the undersigned pursuant to the Foreclosure Sale, will not violate the Act or the laws or regulations of any jurisdiction and is permitted under the undersigned's governing documents and internal policies.
3. The undersigned agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its affiliates' directors, officers, employees and agents, including accountants, legal counsel, sources of funding and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the undersigned will be responsible if any such person (or persons) fails to keep the Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or (d) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Agreement or (ii) becomes available to the undersigned on a non-confidential basis from a source other than the Trustee. The undersigned further agrees to use the Information solely for the purposes of evaluating whether or not it desires to participate in the Foreclosure Sale and for no other purpose whatsoever. For the purposes of this Agreement, "Information" means all information received by the undersigned relating to the Collateral which is the subject of the Foreclosure Sale, including but not limited to the offering memorandum or offering circular (the "Offering Circular") and any related financial information related to such Collateral.
4. Should the undersigned be the winning bidder on a security constituting the Collateral, the undersigned, by submission of a its bid, is deemed to represent and warrant that the undersigned is qualified to become a transferee of such security under all transfer restrictions applicable to such security.
5. The undersigned hereby agrees to indemnify, defend and hold the Trustee harmless of, from and against any and all claims, demands, liabilities, causes of action, losses, damages, costs and expenses (including attorneys' fees) hereafter suffered or incurred by the Trustee arising out of, directly or indirectly, (i) any breach of the undersigned's representations and warranties given hereunder, (ii) the undersigned's failure to observe (and to cause its agents, contractors, employees and consultants to observe) and comply with the terms and provisions hereof and (iii) any liability arising out of any violation of the Act or the law of any jurisdiction in connection with the sale of any Collateral pursuant to the Foreclosure Sale or any resale thereof by any successful bidder. The indemnification obligations of the undersigned contained herein shall bind the undersigned, its successors, trustees and assigns, irrespective of whether or not the undersigned elects to participate in the Foreclosure Sale or acquires any Collateral pursuant to the Foreclosure Sale.
6. The undersigned agrees to either promptly destroy or return all Information to the Trustee if it does not carry through on its evaluation or is not the successful bidder at the Foreclosure Sale for any item of Collateral for which it received Information.
7. The undersigned requests Information on the items of Collateral indicated on Annex I by the placement of an "X" in the far left column for each item of Collateral for which Information is requested. The undersigned has set forth at the end of Annex I the address to which any such Information should be sent.
Executed this _____ day of ______________, 2008.
{Insert Name of Bidder}
By:
Name:
Title:
Annex I
SALE: Tuesday, June 3, 2008 10:00 A.M. EST CASH ~ CDO (6), RMBS (31) | ||||||||||
Place "X" for info. | Lot # | CUSIP | Issuer | Type | Coupon | Spread To Ref., bp | Reference Rate | Maturity Date | Original Face | Current Balance |
1 | 157197AD6 | CETUS 2006-1A C | CDO | 5.659% | 295 | LIBOR03M | 10/16/2046 | 15,000,000 | 15,000,000 | |
2 | 296605AF5 | ESPF 2006-1A C | CDO | 5.978% | 325 | LIBOR03M | 10/5/2046 | 10,000,000 | 10,462,197 | |
3 | 30238XAN8 | FAB 2006-1A C | CDO | 6.475% | 375 | LIBOR03M | 1/5/2047 | 2,000,000 | 1,923,860 | |
4 | 53160QAD9 | LBRAC 2006-1A D | CDO | 6.084% | 330 | LIBOR03M | 11/6/2046 | 15,000,000 | 14,527,233 | |
5 | 615118AA4 | MNTRS 2006-1A D | CDO | 6.264% | 325 | LIBOR03M | 12/5/2051 | 3,000,000 | 3,097,484 | |
6 | 80918HAJ4 | SCORP 2006-1A F | CDO | 6.020% | 325 | LIBOR03M | 11/7/2046 | 15,000,000 | 13,888,838 | |
7 | 00076BAK0 | ABFC 2007-NC1 M6 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,126,650 | 1,126,650 | |
8 | 00076BAL8 | ABFC 2007-NC1 M7 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 1,151,550 | 1,151,550 | |
9 | 00076BAM6 | ABFC 2007-NC1 M8 | HOME EQTY | 5.145% | 225 | LIBOR01M | 5/25/2037 | 701,100 | 701,100 | |
10 | 00441UAM2 | ACE 2006-ASP4 M7 | HOME EQTY | 3.835% | 94 | LIBOR01M | 8/25/2036 | 2,199,000 | 2,199,000 | |
11 | 00441VAM0 | ACE 2006-FM1 M7 | HOME EQTY | 3.765% | 87 | LIBOR01M | 7/25/2036 | 4,499,000 | 4,499,000 | |
12 | 004421ZD8 | ACE 2006-HE2 M8 | HOME EQTY | 4.045% | 115 | LIBOR01M | 5/25/2036 | 5,000,000 | 5,000,000 | |
13 | 004421ZE6 | ACE 2006-HE2 M9 | HOME EQTY | 4.895% | 200 | LIBOR01M | 5/25/2036 | 1,396,000 | 1,396,000 | |
14 | 00252FDE8 | AMIT 2005-4 B3 | HOME EQTY | 5.645% | 275 | LIBOR01M | 10/25/2035 | 11,976,000 | 11,976,000 | |
15 | 055683AP1 | BNCMT 2006-2 M9 | HOME EQTY | 5.395% | 250 | LIBOR01M | 11/25/2036 | 500,000 | 500,000 | |
16 | 144528AL0 | CARR 2006-NC3 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,448,000 | 2,448,000 | |
17 | 17309LAM7 | CMLTI 2006-HE2 M7 | HOME EQTY | 3.745% | 85 | LIBOR01M | 8/25/2036 | 2,400,000 | 2,400,000 | |
18 | 23243LAL6 | CWL 2006-14 M7 | HOME EQTY | 3.715% | 82 | LIBOR01M | 2/25/2037 | 5,250,000 | 5,250,000 | |
19 | 23242HAM4 | CWL 2006-BC3 M8 | HOME EQTY | 3.945% | 105 | LIBOR01M | 2/25/2037 | 2,000,000 | 2,000,000 | |
20 | 35729RAP1 | FHLT 2006-A M8 | HOME EQTY | 4.795% | 190 | LIBOR01M | 5/25/2036 | 2,000,000 | 2,000,000 | |
21 | 35729QAM0 | FHLT 2006-B M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 8/25/2036 | 2,500,000 | 2,500,000 | |
22 | 437084BR6 | HEAT 2004-2 B3 | HOME EQTY | 6.145% | 325 | LIBOR01M | 7/25/2034 | 12,000,000 | 3,229,072 | |
23 | 437084NN2 | HEAT 2005-6 B3 | HOME EQTY | 5.895% | 300 | LIBOR01M | 12/25/2035 | 3,000,000 | 3,000,000 | |
24 | 437084PN0 | HEAT 2005-7 B4 | HOME EQTY | 5.895% | 300 | LIBOR01M | 1/25/2036 | 7,250,000 | 7,250,000 | |
25 | 437097AN8 | HEAT 2006-6 M7 | HOME EQTY | 3.845% | 95 | LIBOR01M | 11/25/2036 | 4,250,000 | 4,250,000 | |
26 | 46602UAL2 | IXIS 2006-HE3 B1 | HOME EQTY | 3.715% | 82 | LIBOR01M | 1/25/2037 | 3,500,000 | 3,500,000 | |
27 | 46629KAN9 | JPMAC 2006-WMC3 M7 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2036 | 6,428,000 | 6,428,000 | |
28 | 52522HAX0 | LXS 2006-8 M9 | HOME EQTY | 4.395% | 150 | LIBOR01M | 6/25/2036 | 7,474,000 | 7,474,000 | |
29 | 59020UT21 | MLMI 2005-HE2 B1 | HOME EQTY | 4.145% | 125 | LIBOR01M | 9/25/2036 | 6,483,000 | 6,483,000 | |
30 | 59022QAM4 | MLMI 2006-HE5 B1 | HOME EQTY | 3.695% | 80 | LIBOR01M | 8/25/2037 | 11,145,000 | 11,145,000 | |
31 | 61756YAF0 | MSAC 2007-HE7 M2 | HOME EQTY | 4.895% | 200 | LIBOR01M | 7/25/2037 | 530,000 | 530,000 | |
32 | 68400XBZ2 | OOMLT 2003-5 M6 | HOME EQTY | 6.395% | 350 | LIBOR01M | 8/25/2033 | 3,813,501 | 1,170,529 | |
33 | 86358EJN7 | SAIL 2004-5 B | HOME EQTY | 6.645% | 250 | LIBOR01M | 5/25/2034 | 1,000,000 | 189,589 | |
34 | 86361KAL1 | SAIL 2006-BNC3 M6 | HOME EQTY | 3.745% | 85 | LIBOR01M | 9/25/2036 | 2,250,000 | 2,250,000 | |
35 | 86361GAL0 | SASC 2006-BC2 M7 | HOME EQTY | 3.795% | 90 | LIBOR01M | 9/25/2036 | 4,000,000 | 4,000,000 | |
36 | 86360PAT4 | SASC 2006-NC1 B2 | HOME EQTY | 5.395% | 250 | LIBOR01M | 5/25/2036 | 8,300,000 | 8,300,000 | |
37 | 784208AP5 | SGMS 2006-FRE2 M9 | HOME EQTY | 5.095% | 220 | LIBOR01M | 7/25/2036 | 1,000,000 | 1,000,000 | |
PLEASE PROVIDE THE FOLLOWING DELIVERY INFORMATION:
Name: _________________________
Address: _________________________ {Street}
_________________________ {City, State, Zip Code}
Email Address: _________________________
Telephone: _________________________
Telecopy: _________________________
Exhibit B
Bid Response SpreadsheetS
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.