Untitled - Irish Stock Exchange

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Irish Listing Agent and Irish Paying Agent: Tax Matters: ERISA: A & L Listing Limited will be the Irish listing agent (the "Irish Listing Agent") and Deutsche International Corporate Services (Ireland) Limited will be the Irish paying agent (the "Irish Paying Agent") for the Notes. See "Tax Considerations." The Notes shall not be acquired by investors using assets of any "Benefit Plan Investor" (as defined in "ERISA Considerations"). See "ERISA Considerations." 6
RISK FACTORS An investment in the Notes involves certain risks. Prospective investors should carefully consider the following factors, in addition to the risk factors and investment considerations set forth elsewhere in this Offering Circular and in the Income Notes Offering Circular prior to investing in the Notes. Limited Liquidity. There is currently no active market for the Notes. Although either of the Placement Agents may from time to time make a market in the Notes, it is under no obligation to do so. In the event that any Placement Agents commence any market-making, it may discontinue the same at any time. It is unlikely that a secondary market for the Notes will develop, or if a secondary market does develop, that it will provide the holders of such Notes with liquidity of investment or that it will continue for the life of the Notes. In addition, the Notes are subject to certain transfer restrictions described under "Transfer and Ownership Restrictions." Consequently, an investor in the Notes must be prepared to hold the Notes for an indefinite period of time or until their Stated Maturity. No Prior History for the Issuer; Limited Recourse Obligations. The Issuer is a newly formed entity and has no prior operating history. The Issuer will have no substantial assets other than the Underlying Income Notes, and the Notes are payable solely from distributions received on the Underlying Income Notes. The Issuer was established solely to issue the Notes being offered pursuant to this Offering Circular. The Notes are limited recourse obligations of the Issuer. None of the security holders, members, partners, officers, directors or incorporators of the Issuer, the Placement Agents, the Income Notes Issuer, the Investment Manager, the Trustee, the Paying Agent, the Administrator (as defined herein), the Share Trustee, or any of their respective affiliates or any other person or entity will be obligated to make payments on the Notes. Accordingly, Noteholders must rely solely on amounts payable under or in respect of the Underlying Income Notes as a source for the payment on the Notes. If distributions on the Underlying Income Notes (net of any Issuer expenses) are insufficient to make payments on the Notes, no other assets will be available for payment of the deficiency and, following liquidation of the underlying collateral and distribution thereof by the Income Notes Issuer in accordance with the Income Notes Indenture, the obligations of the Issuer to pay such deficiencies will be extinguished. The Issuer will have only nominal equity capitalization in the form of its Ordinary Shares. Underlying Income Notes; Income Notes Issuer. Prospective investors in the Notes should carefully review the Income Notes Offering Circular and, in particular, the terms of the Underlying Income Notes as if they were investing directly in the Underlying Income Notes. Prospective investors in the Notes should bear in mind that they will have no right to enforce directly any rights in the Underlying Income Notes or to receive directly any payments thereunder. However, under the Indenture, whenever the Issuer is required or permitted, as a holder of Underlying Income Notes, to vote its Underlying Income Notes, provide consents or waivers, or any other required action with respect to any matter, the Issuer will put that matter to a vote of the Noteholders and will vote its Underlying Income Notes or provide consents or waivers proportionately in accordance with the votes, consents or waivers of the Noteholders. The Underlying Income Notes are limited recourse obligations of the Income Notes Issuer only and do not represent interests in or obligations of, and are not guaranteed, insured or secured by, the Investment Manager, the Trustee, the Placement Agents, any rating agency, any member or affiliate of the Income Notes Issuer or any other person or entity. The Underlying Income Notes are not insured or guaranteed by any governmental agency. 7
Page 1 and 2: If you are not the intended recipie
Page 3 and 4: THE NOTES HAVE NOT BEEN APPROVED OR
Page 5 and 6: prepared by the Income Notes Issuer
Page 7 and 8: NOTICE TO CONNECTICUT RESIDENTS THE
Page 9 and 10: IN ANOTHER RELEVANT MEMBER STATE AN
Page 11 and 12: SECURITIES LAWS OF HONG KONG, NO PE
Page 13 and 14: NOTICE TO RESIDENTS OF THE KINGDOM
Page 15 and 16: generally to subscribe for or other
Page 17 and 18: TABLE OF CONTENTS SUMMARY OF TERMS.
Page 19 and 20: SUMMARY OF TERMS The following summ
Page 21 and 22: to a transfer of Underlying Income
Page 23: Date will be required to provide th
Page 27 and 28: Expenses") will be payable by the I
Page 29 and 30: If any the Notes to be redeemed are
Page 31 and 32: In addition, all or a portion of an
Page 33 and 34: (c) the Issuer or the Income Notes
Page 35 and 36: shall send such notice to each Note
Page 37 and 38: Irish Paying Agents If and for so l
Page 39 and 40: Limited will act as the administrat
Page 41 and 42: educe the amount available to make
Page 43 and 44: (c) certificates evidencing the Not
Page 45 and 46: The Notes sold in the United States
Page 47 and 48: European Economic Area In relation
Page 49 and 50: Payments on a Global Note will be m
Page 51 and 52: TRANSFER AND OWNERSHIP RESTRICTIONS
Page 53 and 54: Certificated Notes, the transferee
Page 55 and 56: Code), subject to Section 4975 of t
Page 57 and 58: LISTING AND GENERAL INFORMATION 1.
Page 59 and 60: INDEX OF DEFINED TERMS Following is
Page 61 and 62: U.S. Dollars.......................
Page 63 and 64: Income Notes Offering Circular Exhi
Page 65 and 66: THE NOTES HAVE NOT BEEN APPROVED OR
Page 67 and 68: the headings "Risk Factors—Confli
Page 69 and 70: NOTICE TO RESIDENTS OF BAHRAIN NO P
Page 71 and 72: OTHERWISE TRANSFER, DIRECTLY OR IND
Page 73 and 74: APPLIES; AND (C) IN COMPLIANCE WITH
Page 75 and 76:
WITHIN THE MEANING OF RELEVANT SECU
Page 77 and 78:
TABLE OF CONTENTS Page EXECUTIVE SU
Page 79 and 80:
It is anticipated that upon consumm
Page 81 and 82:
SUMMARY OF MATERIAL TERMS OF THE NO
Page 83 and 84:
Payment of principal, premium (if a
Page 85 and 86:
Merrill Lynch, Pierce, Fenner & Smi
Page 87 and 88:
(or any other date, subject to the
Page 89 and 90:
C Advance Amounts"), (D) the Senior
Page 91 and 92:
therein) shall have occurred and be
Page 93 and 94:
the payment of such interest for al
Page 95 and 96:
financial statements for the first
Page 97 and 98:
Listing ...........................
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RISK FACTORS An investment in the N
Page 101 and 102:
High Yield Investments. A substanti
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eing negotiated, approved by the cr
Page 105 and 106:
Leveraged Capital Structure The Iss
Page 107 and 108:
Holders of the Senior Indebtedness,
Page 109 and 110:
commencing an involuntary case or p
Page 111 and 112:
Equity Characteristic of Income Not
Page 113 and 114:
for the Issuer at a set price and p
Page 115 and 116:
The Issuer is also authorized to en
Page 117 and 118:
Lender Liability Considerations and
Page 119 and 120:
Manager cannot be relied upon as an
Page 121 and 122:
Section 3(14) of ERISA) or "disqual
Page 123 and 124:
given to the Issuer, any charge con
Page 125 and 126:
DESCRIPTION OF THE NOTES This descr
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Indebtedness, the Class B Notes, th
Page 129 and 130:
Asset Valuation: The Investment Man
Page 131 and 132:
Cancellation All Notes that are red
Page 133 and 134:
In case any such mutilated, defaced
Page 135 and 136:
distributions to the Subordinated I
Page 137 and 138:
or the Trustee on account of princi
Page 139 and 140:
Indebtedness. The security interest
Page 141 and 142:
"Reporting Date" means the Thursday
Page 143 and 144:
under and as defined in the Credit
Page 145 and 146:
Consolidations, Mergers and Sales o
Page 147 and 148:
(if any) on the Rated Notes or to e
Page 149 and 150:
Outstanding Principal Amount thereo
Page 151 and 152:
interpolation of the next shorter a
Page 153 and 154:
"Required Holders" means, at any ti
Page 155 and 156:
Eurodollar Rate Loan (as defined in
Page 157 and 158:
DESCRIPTION OF THE PLEDGE AND INTER
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Third: to (i) principal then due an
Page 161 and 162:
THE INVESTMENT MANAGER The informat
Page 163 and 164:
(v) use of advanced hedging techniq
Page 165 and 166:
Baumgarten earned a B.S. in economi
Page 167 and 168:
Keith T. Anderson, Managing Directo
Page 169 and 170:
DESCRIPTION OF THE INVESTMENT MANAG
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affiliates may have a potentially c
Page 173 and 174:
General THE ISSUERS The Issuer is a
Page 175 and 176:
offer and sale of the Rated Notes.
Page 177 and 178:
Investment Grade" means unrated deb
Page 179 and 180:
PLAN OF DISTRIBUTION General The Is
Page 181 and 182:
Prior to the sale of any Rated Note
Page 183 and 184:
SETTLEMENT AND CLEARING Global Note
Page 185 and 186:
Certificates for Rated Notes issued
Page 187 and 188:
none of the Issuers, the Initial Pu
Page 189 and 190:
THIS NOTE HAS BEEN ISSUED WITH "ORI
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elow and be represented by one or m
Page 193 and 194:
IF THE TRANSFER OF THIS NOTE IS TO
Page 195 and 196:
INCOME TAX CONSIDERATIONS General T
Page 197 and 198:
dividends and certain other U.S. so
Page 199 and 200:
dividends paid to a U.S. Holder who
Page 201 and 202:
U.S. federal income tax purposes, e
Page 203 and 204:
donee/successor) or (ii) if the Not
Page 205 and 206:
PRIOR TO MAKING AN INVESTMENT IN TH
Page 207 and 208:
MARGIN STOCK Lenders (other than se
Page 209 and 210:
LISTING AND GENERAL INFORMATION 1.
Page 211 and 212:
LEGAL MATTERS Certain U.S. legal ma
Page 213 and 214:
Asset Category G-9 Investments.....
Page 215 and 216:
Emerging Market Bond ..............
Page 217 and 218:
Other Investment Vehicles .........
Page 219 and 220:
Telerate Page 3750.................
Page 221 and 222:
Senior Over-Collateralization Test
Page 223 and 224:
Asset Category Moody's Advance Rate
Page 225 and 226:
Page 227 and 228:
Page 229 and 230:
Page 231 and 232:
Page 233 and 234:
Page 235 and 236:
Notwithstanding the foregoing, for
Page 237 and 238:
"Asset Category F-2 Investments" me
Page 239 and 240:
SECTION 2. Determination of Fund In
Page 241 and 242:
Structured Product Transactions in
Page 243 and 244:
Firm or an Approved Third-Party App
Page 245 and 246:
designated by the Issuer in writing
Page 247 and 248:
(v) (vi) shares of any money market
Page 249 and 250:
country identified by the Issuer fr
Page 251 and 252:
"Investment Manager" means BlackRoc
Page 253 and 254:
issuer are unqualified and certifie
Page 255 and 256:
"Rated Note" means the Class B Note
Page 257 and 258:
"Swap Transaction" means: (i) any r
Page 259 and 260:
Senior Over-Collateralization Test
Page 261 and 262:
Class C Over-Collateralization Test
Page 263 and 264:
Class E Over-Collateralization Test
Page 265 and 266:
"Asset Category C-2 Investments" me
Page 267 and 268:
(i) (ii) (iii) (iv) with respect to
Page 269 and 270:
(ix) (x) (xi) (xii) (xiii) (xiv) (x
Page 271 and 272:
(xix) (xx) (xxi) [Reserved]; (A) th
Page 273 and 274:
terminated or liquidated early in a
Page 275 and 276:
Credit Agreement (or (x) any succes
Page 277 and 278:
similar designation the payment of
Page 279 and 280:
suffered a ratings downgrade shall
Page 281 and 282:
Securities Act (or any successor pr
Page 283 and 284:
"Reporting Date" means the Thursday
Page 285 and 286:
"Senior Advance Amount" means the S
Page 287 and 288:
Schedule A Structured Finance Oblig
Page 289 and 290:
5. CBO/CLO CASHFLOW SECURITIES -1 -
Page 291:
PRINCIPAL OFFICES OF ISSUERS BlackR
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Untitled - Irish Stock Exchange

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