Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
NOTICE OF AUCTION TO BE CONDUCTED
PURSUANT TO SECTION 9.5 OF THE INDENTURE
TRAINER WORTHAM FIRST REPUBLIC CBO III, LTD.
TRAINER WORTHAM FIRST REPUBLIC CBO III, CORP.
To: The Parties listed on Schedule I hereto.
Reference is made to that certain Indenture dated as of February 19, 2003 (as amended, modified or supplemented, the "Indenture") among Trainer Wortham First Republic CBO III, Ltd., as Issuer (the "Issuer"), Trainer Wortham First Republic CBO III I, Corp., as Co-Issuer (the "Co-Issuer, and together with the Issuer, the "Co-Issuers"), and Wells Fargo Bank, National Association (formally known as Wells Fargo Bank Minnesota, National Association), as Trustee (the "Trustee") Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
I. Notice to Nominees and Custodians.
If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.
II. Notice of Auction Pursuant to Section 9.5 of the Indenture
Notice is hereby given that an Auction will be conducted in accordance with Section 9.5 and Schedule F of the Indenture on February 13, 2013 (the "February 2013 Auction Date"). The Trustee shall sell the Collateral Debt Securities on the February 2013 Auction Date only if the sale would result in Sale Proceeds, together with the Balance of all Eligible Investments and Cash in the Accounts, greater than or equal to the Auction Call Redemption Amount; provided that Holders of 100% of the Aggregate Outstanding Amount of any Class of Notes and/or Holders of 100% of the Voting Preference may elect, in connection with any Auction Call Redemption, to receive less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to the Holders of such Class and/or to the Voting Preference Shareholders, in which case, the Auction Call Redemption Amount shall be reduced accordingly.
If you are a Holder of Notes or Voting Preference Shares and wish to elect to receive less than less than 100% of the portion of the Sale Proceeds from the Collateral Debt Securities and the Balance of Eligible Investments and Cash in the Accounts that would otherwise be payable to you on the Auction Call Redemption Date following the February 2013 Auction Date, and thereby reduce the Auction Call Redemption Amount, please contact the Trustee at least 5 Business Days prior to the February 2013 Auction Date at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: CDO Trust Service - Trainer Wortham First Republic CBO III, Ltd.
You may direct questions and requests for the Auction Solicitation Package containing details of the upcoming Auction to the attention of David Hulse by telephone at 410-884-2186, by e-mail at email@example.com, by facsimile at 866-359-9244, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: David Hulse, MAC: R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951.
The Trustee may conclude that a specific response to particular inquiries from individual
Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes generally.
Dated: January 24, 2013
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Holders of Notes:* 892881AA1, 892881AB9, 892881AC7, 892881AD5, 892881AE3 G89931102 G89933AA6
Trainer Wortham First Republic CBO III, Ltd.
c/o Intertrust SPV (Cayman) Limited
P.O. Box 908GT
Walker House, Mary Street
Grand Cayman, Cayman Islands
British West Indies
Attention: Christina McLean
Trainer Wortham First Republic CBO III, Corp.
c/o Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attention: Donald Puglisi, Esq.
The Collateral Manager:
Trainer, Wortham & Company
1230 Avenue of the Americas
Facsimile: (212) 826-2198
Attention: Jon Crowley
Moody's Investors Service
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attn: CBO/CLO Monitoring
Standard & Poor's
55 Water Street, 41st Floor
New York, New York 10041-0003
Attention: Structured Finance Ratings, Asset-Backed Surveillance Group-CBO/CLO
1 State Street Plaza
New York, New York 10004
Attention: ABS CDO Surveillance
Swap Counterparty and Cap Provider:
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch
245 Park Avenue
New York, New York 10167
Telex No.: 6737247
Answerback: RABO UI
Attention: Swap Desk
Irish Stock Exchange:
The Company Announcements Office
The Irish Stock Exchange
28 Anglesea Street
Dublin 2 Ireland
Email (in Microsoft Word format): firstname.lastname@example.org
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.