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«IMPORTANT NOTICE Attached please find an electronic copy of the Offering Circular (the “Offering Circular”), dated September 22, 2006 relating to ...»

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IMPORTANT NOTICE

Attached please find an electronic copy of the Offering Circular (the “Offering Circular”),

dated September 22, 2006 relating to the offering of certain notes (the “Offered Notes”)

and Preference Shares (the “Offering”) of Montrose Harbor CDO I, LTD. and Montrose

Harbor CDO I, Inc. (the “Issuer” and the “Co-Issuer”, respectively).

The Offering Circular does not constitute an offer to any person, other than the recipient, or to the public generally to subscribe for or otherwise acquire any of the securities described therein.

Distribution of this electronic transmission of the Offering Circular to any person other than (a) the person receiving this electronic transmission from Credit Suisse Securities (USA) LLC as Initial Purchaser on behalf of the Issuer, and (b) any person retained to advise the person receiving this electronic transmission with respect to the offering contemplated by the Offering Circular (each, an “Authorized Recipient”) is unauthorized.

Any photocopying, disclosure or alteration of the contents of the Offering Circular, and any forwarding of a copy of the Offering Circular or any portion thereof by electronic mail or any other means to any person other than an Authorized Recipient, is prohibited.

The Offering Circular is subject to amendment and completion. The securities offered hereby may not be sold nor may offers to buy be accepted prior to the time a final Offering Circular is completed. By accepting delivery of this Offering Circular, each recipient hereof agrees to the foregoing.

If you are not the intended recipient of this message, please do not distribute or copy the information contained in this e-mail, but instead, delete and destroy all copies of this e-mail.

MONTROSE HARBOR CDO I, LTD.

MONTROSE HARBOR CDO I, INC.

U.S.$342,500,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2051 U.S.$52,500,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2051 U.S.$35,000,000 Class B-1 Third Priority Secured Floating Rate Notes Due 2051 U.S.$13,750,000 Class B-2 Fourth Priority Secured Floating Rate Notes Due 2051 U.S.$14,500,000 Class C Fifth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2051 U.S.$21,250,000 Class D Sixth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2051 25,500 Preference Shares with an Aggregate Liquidation Preference of U.S.$25,500,000 Backed by a Portfolio of RMBS, CMBS and CDO Securities, other Asset-Backed Securities, and related Credit Default Swaps

VANDERBILT CAPITAL ADVISORS, LLC

Collateral Servicer Montrose Harbor CDO I, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), and Montrose Harbor CDO I, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), will issue U.S.$342,500,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2051 (the “Class A-1 Notes”), U.S.$ 52,500,000 Class A-2 Second Priority Senior Secured Floating Rate Notes Due 2051 (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”), U.S.$ 35,000,000 Class B-1 Third Priority Secured Floating Rate Notes Due 2051 (the “Class B-1 Notes”), U.S.$ 13,750,000 Class B-2 Fourth (continued on next page) It is a condition to the issuance of the Offered Securities that the Class A-1 Notes be rated “Aaa” by Moody’s Investors Service, Inc. (“Moody’s”) and “AAA” by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and together with Moody’s, the “Rating Agencies”), that the Class A-2 Notes be rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s, that the Class B-1 Notes be rated at least “Aa2” by Moody’s and “AA” by Standard & Poor’s, that the Class B-2 Notes be rated at least “Aa3” by Moody’s and “AA-” by Standard & Poor’s, that the Class C Notes be rated at least “A2” by Moody’s and “A” by Standard & Poor’s and that the Class D Notes be rated at least “Baa2” by Moody’s and “BBB” by Standard & Poor’s. The Preference Shares will not be rated. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the prospectus to be approved. 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. 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 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for the listing particulars to be approved. Application has been made to the Irish Stock Exchange for the Preference Shares to be admitted to listing and trading on its Alternative Securities Market, which is not a regulated market (as defined by Article 1(13) of Directive 93/22/EEC).

For certain factors to be considered in connection with an investment in the Offered Securities, see “Risk Factors”.





THE ASSETS OF THE ISSUER PLEDGED TO THE TRUSTEE UNDER THE INDENTURE ARE THE SOLE SOURCE OF PAYMENTS ON THE

OFFERED SECURITIES. THE OFFERED SECURITIES DO NOT REPRESENT AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT

INSURED OR GUARANTEED BY, THE TRUSTEE, THE HEDGE COUNTERPARTY, VANDERBILT CAPITAL ADVISORS, LLC, CREDIT

SUISSE SECURITIES (USA) LLC OR ANY OF THEIR RESPECTIVE AFFILIATES.

THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), UNDER APPLICABLE STATE SECURITIES LAWS OR UNDER THE LAWS OF ANY OTHER JURISDICTION, NOR

HAS THE ISSUER BEEN NOR WILL IT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS

AMENDED (THE “INVESTMENT COMPANY ACT”). THE OFFERED SECURITIES ARE BEING OFFERED (A) IN THE UNITED STATES IN

RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PURSUANT TO RULE 144A

OF THE SECURITIES ACT (“RULE 144A”) TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A) AND “QUALIFIED

PURCHASERS” (AS DEFINED HEREIN) (B) OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN

REGULATION S) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)

AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE LAWS. EACH PURCHASER OF OFFERED SECURITIES WILL BE DEEMED TO

HAVE MADE OR WILL BE REQUIRED TO MAKE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND AGREEMENTS AS SET

FORTH UNDER “DELIVERY OF THE OFFERED SECURITIES; TRANSFER RESTRICTIONS; SETTLEMENT.” A TRANSFER OF OFFERED

SECURITIES (OR ANY INTEREST THEREIN) IS SUBJECT TO CERTAIN RESTRICTIONS DESCRIBED HEREIN, INCLUDING THAT NO SALE,

PLEDGE, TRANSFER OR EXCHANGE MAY BE MADE IN A DENOMINATION LESS THAN THE REQUIRED MINIMUM DENOMINATION. SEE

“DELIVERY OF THE OFFERED SECURITIES; TRANSFER RESTRICTIONS; SETTLEMENT.”

The Offered Securities are offered through Credit Suisse Securities (USA) LLC (the “Initial Purchaser”) or through one or more of its affiliates to prospective purchasers from time to time in negotiated transactions at varying prices to be determined in each case at the time of sale. The Offered Securities are offered when, as and if issued by the Co-Issuers, subject to prior sale or withdrawal, cancellation or modification of the offer without notice and subject to approval of certain legal matters by counsel and certain other conditions. It is expected that delivery of the Offered Securities will be made on or about July 31, 2006 (the “Closing Date”), against payment in immediately available funds. It is a condition of the issuance of the Offered Securities that all Offered Securities will be issued concurrently. See “Plan of Distribution.” The Notes sold to Non-U.S. Persons, if any, will be represented on the Closing Date by global notes (the “Regulation S Global Note(s) “), which will be deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”) for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). The Notes sold to U.S. Persons, if any, will be issued, sold and delivered in book-entry form only through the facilities of DTC. The Preference Shares are being offered within and outside the United States only to “Qualified Institutional Buyers” (as defined under Rule 144A under the Securities Act) and “Qualified Purchasers” (as defined herein). The Preference Shares sold to investors will be physical securities registered in the name of the investors.

Credit Suisse The date of this Offering Circular is September 22, 2006 (cover continued) Priority Secured Floating Rate Notes Due 2051 (the “Class B-2 Notes” and, together with the Class B-1 Notes, the “Class B Notes”) and U.S14,500,000 Class C Fifth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2051 (the “Class C Notes”). Concurrently with the issuance of the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes and the Class C Notes, the Issuer will issue U.S.$ 21,250,000 Class D Sixth Priority Mezzanine Deferrable Secured Floating Rate Notes Due 2051 (the “Class D Notes”, and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”). The Notes will be issued and secured pursuant to an Indenture dated as of July 31, 2006 (the “Indenture”) among the Issuer, the Co-Issuer and LaSalle Bank National Association, as trustee (the “Trustee”). Concurrently with the issuance of the Notes, the Issuer will issue 25,500 Preference Shares with an aggregate liquidation preference of U.S.$25,500,000 (as more fully described herein, the “Preference Shares”) pursuant to the Memorandum and Articles of Association of the Issuer (the “Issuer Charter”) and in accordance with a Preference Share Paying Agency Agreement dated as of July 31, 2006 (the “Preference Share Paying Agency Agreement”) between the Issuer and LaSalle Bank National Association, as preference share paying agent (in such capacity, the “Preference Share Paying Agent”) and Walkers SPV Limited, as preference share registrar (in such capacity, the “Preference Share Registrar”). The Notes and the Preference Shares being offered hereby are referred to herein as the “Offered Securities”. Certain advisory and administrative functions with respect to the Issuer’s portfolio will be performed by Vanderbilt Capital Advisors, LLC, as collateral servicer (the “Collateral Servicer”).

Subject in each case to the Priority of Payments, (a) holders of the Class A-1 Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 0.30%, (b) holders of the Class A-2 Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 0.44%, (c) holders of the Class B-1 Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 0.49%, (d) holders of the Class B-2 Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 0.59%, (e) holders of the Class C Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 1.38% and (f) holders of the Class D Notes will be entitled to receive interest at a floating rate per annum equal to the applicable London interbank offered rate in effect from time to time plus 3.25%. See “Description of the Notes— Priority of Payments.” Payments of interest on the Notes will be payable in Dollars quarterly in arrears on each March 5, June 5, September 5 and December 5, commencing December 5, 2006 (each a “Quarterly Distribution Date”), provided that (i) the final Quarterly Distribution Date with respect to the Notes shall be December 5, 2051 and (ii) if any such date is not a Business Day, the relevant Quarterly Distribution Date will be the next succeeding Business Day.

Payments of principal of and interest on the Notes on any Quarterly Distribution Date will be made if and to the extent that funds are available for such purposes on such Quarterly Distribution Date in accordance with the Priority of Payments set forth herein. See “Description of the Notes—Interest” and “Description of the Notes—Principal.” Principal Proceeds from the assets pledged by the Issuer, if any, will be applied to pay principal on each of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes on each Quarterly Distribution Date after the end of the Reinvestment Period (and, under certain circumstances, prior to the end of the Reinvestment Period) in accordance with the Priority of Payments. Principal on the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, and Class D Notes is required to be paid by their applicable Stated Maturity, unless redeemed or repaid prior thereto. See “Description of the Notes—Principal.” Each of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes is referred to herein as a “Class” of Notes.



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