Attentus CDO I Offering Circular - Irish Stock Exchange

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that would otherwise be used to pay interest on the Class D Notes and the Class E Notes and to make distributions on the Subordinated Notes and pay certain other expenses must instead be used to pay principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, and fifth, the Class C-2 Notes, to the extent necessary to cause each Class C Coverage Test to be satisfied. In the event that either Class D Coverage Test is not satisfied on any Distribution Date, funds that would otherwise be used to pay interest on the Class E Notes and to make distributions on the Subordinated Notes and pay certain other expenses must instead be used to pay principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, fifth, the Class C-2 Notes, and sixth, the Class D Notes, to the extent necessary to cause each Class D Coverage Test to be satisfied. In the event that either Class E Coverage Test is not satisfied on any Distribution Date, funds that would otherwise be used to make distributions on the Subordinated Notes and pay certain other expenses must instead be used to pay principal of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, fifth, the Class C-2 Notes, sixth, the Class D Notes and seventh, the Class E Notes, to the extent necessary to cause each Class E Coverage Test to be satisfied. See “Description of the Offered Notes—Priority of Payments.” The “Class A/B Coverage Tests” will consist of the Class A/B Overcollateralization Test and the Class A/B Interest Coverage Test. The “Class C Coverage Tests” will consist of the Class C Overcollateralization Test and the Class C Interest Coverage Test. The “Class D Coverage Tests” will consist of the Class D Overcollateralization Test and the Class D Interest Coverage Test. The “Class E Coverage Tests” will consist of the Class E Overcollateralization Test and the Class E Interest Coverage Test. None of the Coverage Tests will apply prior to the Ramp-Up Completion Date. The Class A/B Overcollateralization Test: The “Class A/B Overcollateralization Test” will be satisfied on any Measurement Date on which any Class A-1 Notes, Class A-2 Notes or Class B Notes remain outstanding if the Class A/B Overcollateralization Ratio on such Measurement Date is equal to or greater than 124%. The “Class A/B Overcollateralization Ratio” is, as of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on such Measurement Date by (b) the sum of the Aggregate Outstanding Principal Amount of the Class A-1 Notes plus the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate Outstanding Principal Amount of the Class B Notes. The Class C Overcollateralization Test: The “Class C Overcollateralization Test” will be satisfied on any Measurement Date on which any Class C Notes remain outstanding if the Class C Overcollateralization Ratio on such Measurement Date is equal to or greater than 106.6%. The “Class C Overcollateralization Ratio” is, as of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on such Measurement Date by (b) the Aggregate Outstanding Principal Amount of the Class A-1 Notes plus the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate Outstanding Principal Amount of the Class B Notes plus the Aggregate Outstanding Principal Amount of the Class C Notes (including, without duplication, any Class C-1 Deferred Interest or Class C-2 Deferred Interest). 81
The Class D Overcollateralization Test: The “Class D Overcollateralization Test” will be satisfied on any Measurement Date on which any Class D Notes remain outstanding if the Class D Overcollateralization Ratio on such Measurement Date is equal to or greater than 103.7%. The “Class D Overcollateralization Ratio” is, as of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on such Measurement Date by (b) the Aggregate Outstanding Principal Amount of the Class A-1 Notes plus the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate Outstanding Principal Amount of the Class B Notes plus the Aggregate Outstanding Principal Amount of the Class C Notes (including, without duplication, any Class C-1 Deferred Interest or Class C-2 Deferred Interest) plus the Aggregate Outstanding Principal Amount of the Class D Notes (including, without duplication, any Class D Deferred Interest). The Class E Overcollateralization Test: The “Class E Overcollateralization Test” will be satisfied on any Measurement Date (i) occurring during the period from and including the Ramp-Up Completion Date to and including the Distribution Date in May 2016, and on which any Class E Notes remain outstanding if the Class E Overcollateralization Ratio on such Measurement Date is equal to or greater than 101% and (ii) occurring at any time thereafter and on which any Class E Notes remain outstanding if the Class E Overcollateralization ratio on such Measurement Date is equal to or greater than 110%. The “Class E Overcollateralization Ratio” is, as of any Measurement Date, the number (expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on such Measurement Date by (b) the Aggregate Outstanding Principal Amount of the Class A-1 Notes plus the Aggregate Outstanding Principal Amount of the Class A-2 Notes plus the Aggregate Outstanding Principal Amount of the Class B Notes plus the Aggregate Outstanding Principal Amount of the Class C Notes (including, without duplication, any Class C-1 Deferred Interest or Class C-2 Deferred Interest) plus the Aggregate Outstanding Principal Amount of the Class D Notes (including, without duplication, any Class D Deferred Interest) plus the Aggregate Outstanding Principal Amount of the Class E Notes (including, without duplication, any Class E Deferred Interest). The Interest Coverage Tests: The Interest Coverage Ratio with respect to the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (the “Class A/B Interest Coverage Ratio”), the Class C Notes (the “Class C Interest Coverage Ratio”), the Class D Notes (the “Class D Interest Coverage Ratio”) or the Class E Notes (the “Class E Interest Coverage Ratio”) as of any Measurement Date will be calculated by dividing: (a) the sum (without duplication) of (i) the scheduled interest payments due (in each case regardless of whether the due date for any such interest payment has yet occurred, unless the Collateral Manager exercising reasonable business judgment expects that such interest payments will not be made) in the Due Period in which such Measurement Date occurs on (x) the Collateral Debt Securities (other than any Defaulted Security, unless such Defaulted Security is paying current interest) and (y) any Eligible Investments held in the Collection Accounts (whether such Eligible Investments were purchased with Interest Proceeds or Principal Proceeds), plus (ii) any fees actually received by the Issuer during such Due Period that constitute Interest Proceeds, plus (iii) the amount, if any, scheduled to be paid to the Issuer by the Hedge Counterparties on the 82
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OFFERING CIRCULAR Attentus CDO I, L
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(other than the Class A-1 Notes) in
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DELIVERY OF THIS OFFERING CIRCULAR
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UNITED STATES PRIMARILY FOR THE BEN
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as defined in Regulation S under th
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DOLLAR EQUIVALENT OF AT LEAST A$500
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VARY DEPENDING ON THE RELEVANT JURI
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____________________ NOTICE TO RESI
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____________________ NOTICE TO RESI
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____________________ NOTICE TO RESI
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____________________ NOTICE TO RESI
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obtained from the Trustee. It is no
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TABLE OF CONTENTS (continued) Page
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The Class A-1 Notes, the Class A-2
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The Issuer will not have any materi
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payable on such next succeeding Bus
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the Offered Notes.” Additionally,
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Mandatory Redemption of Senior Note
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“Description of the Offered Notes
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Entities for which the primary expe
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Form, Registration and Transfer of
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nonexempt prohibited transaction un
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case of a governmental, foreign or
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No Combination Note (or any interes
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ERISA Matters: See “Certain ERISA
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Class and that remain outstanding h
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greater than the liquidation value
Page 55 and 56: As a general matter, in the case of
Page 57 and 58: of performing the Coverage Tests, a
Page 59 and 60: Backed Securities” and similar ri
Page 61 and 62: among other things, a substantial r
Page 63 and 64: Indenture intended to ensure that s
Page 65 and 66: Debentures and Trust Preferred Secu
Page 67 and 68: should arise in any manner, the Col
Page 69 and 70: Investment Company Act. None of the
Page 71 and 72: approximately equal to the market p
Page 73 and 74: Interest Rate Risk. The Senior Note
Page 75 and 76: Changes in Tax Law; Withholding on
Page 77 and 78: In January 2003, the Financial Acco
Page 79 and 80: verification purposes, an applicati
Page 81 and 82: Any interest on the Class C-2 Notes
Page 83 and 84: Calculation Agent by reference to r
Page 85 and 86: Class C-1 Notes, fifth, the Class C
Page 87 and 88: in its payment obligations thereund
Page 89 and 90: “Reg Y Institution” means any H
Page 91 and 92: Payments Payments in respect of pri
Page 93 and 94: (5) to the payment of accrued and u
Page 95 and 96: Notes has been paid in full; provid
Page 97 and 98: On the first Distribution Date, if
Page 99 and 100: new security or package of securiti
Page 101 and 102: that if any such date would otherwi
Page 103 and 104: to be equal to 50% of the outstandi
Page 105: “Tangible Net Worth Test” means
Page 109 and 110: If the calculation of the Class A/B
Page 111 and 112: Notes and the registration of trans
Page 113 and 114: DTC notifies the Issuer that it is
Page 115 and 116: Plan Investors owning 25% or more o
Page 117 and 118: (iii) In addition, no Reg Y Institu
Page 119 and 120: (x) DTC has advised the Co-Issuers
Page 121 and 122: or clause (ii) above under “Event
Page 123 and 124: obligations under any instrument in
Page 125 and 126: Counterparty that such Hedge Counte
Page 127 and 128: trust executed in connection with t
Page 129 and 130: Until such time as a Holder of a Co
Page 131 and 132: confirmation, together with any con
Page 133 and 134: Maples Finance Limited will act as
Page 135 and 136: of withdrawal to the Company Announ
Page 137 and 138: (iii) (iv) (v) (vi) (vii) (viii) (i
Page 139 and 140: The Portfolio It is expected that o
Page 141 and 142: Prior to the termination of any Ext
Page 143 and 144: amount equal to the aggregate Princ
Page 145 and 146: following such merger, consolidatio
Page 147 and 148: securities) initially issued after
Page 149 and 150: Certain Covenants If (i) there has
Page 151 and 152: Because the Issuer may own less tha
Page 153 and 154: maturity of any Senior Indebtedness
Page 155 and 156: The Collateral Manager shall prompt
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(iii) establishing recovery floors
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Moody's Rating Moody's Rating Facto
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Weighted Average Life Test. “Weig
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“B3”; (3) has received a long-t
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(xvi) if such Additional Collateral
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non-public or otherwise might prohi
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February 24, 2006 among, inter alia
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(or shall not have a long-term or s
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The obligations of the Issuer under
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in its capacity as a banking instit
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Account prior to the release of the
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Institutions Group at Morgan Stanle
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expense of the Co-Issuers under the
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The Collateral Manager may resign u
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Conflicts of Interest The Collatera
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equal to the shortfall will be defe
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purposes, and if the entity has tax
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U.S. Holder and stating that the No
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eporting requirement which may appl
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persons or the fiduciaries of the B
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LIMITATION, FOREIGN AND GOVERNMENTA
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CLOSING DATE BY PERMITTED PLANS) (D
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that the Initial Purchaser reasonab
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clauses (i)-(iii) above. In certain
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(ii) a transferee acquiring an inte
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of Regulation S Class E Notes (othe
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INTEREST HEREIN WAS IN BREACH, AT T
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PROVIDE WRITTEN NOTICE OF THE TRANS
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Securities and Exchange Commission
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investment is consistent with any a
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BUYER OR (2) AN ACCREDITED INVESTOR
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CODE (OR, IN THE CASE OF A GOVERNME
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The initial purchaser of Subordinat
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VOID AB INITIO, AND WILL NOT OPERAT
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LISTING AND GENERAL INFORMATION 1.
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LEGAL MATTERS Certain United States
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Class C-1 Deferred Interest........
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Global Senior Notes................
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Real Estate Entities ..............
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Trust Preferred Securities Issuer..
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Attentus CDO I Offering Circular - Irish Stock Exchange

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