Attentus CDO I Offering Circular - Irish Stock Exchange

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Distribution Date relating to such Due Period under any Hedge Agreement; provided, that the amount included in this clause (iii) with respect to each such Hedge Agreement shall reflect the amount scheduled to be paid to the Issuer by the Hedge Counterparties thereunder after giving effect to any netting provisions contained in such Hedge Agreement, plus (iv) the balance, if any, of all cash and Eligible Investments on deposit in the Discretionary Interest Shortfall Reserve Account on such Measurement Date, minus (v) the amount, if any, scheduled to be paid during such Due Period or on the Distribution Date relating to such Due Period for taxes and filing and registration fees owed by the Issuer, minus (vi) the amount, if any, scheduled to be paid during such Due Period or on the Distribution Date relating to such Due Period (x) to the Trustee, the Collateral Administrator and the Note Registrar of accrued and unpaid fees and expenses owing to them under the Indenture and the Collateral Administration Agreement, to the extent all such payments pursuant to this clause (x) do not exceed for any three-month calendar period an amount equal to 0.01625% of the aggregate Principal Balance of Pledged Securities on such Measurement Date and (y) for other accrued and unpaid administrative expenses of the Issuer (excluding Collateral Management Fee and principal of and interest on the Notes), to the extent all such payments pursuant to this clause (y) do not exceed on any four consecutive Distribution Dates an amount equal to U.S.$325,000, minus (vii) the amount, if any, scheduled to be paid on the Distribution Date relating to such Due Period to the Collateral Manager in respect of accrued and unpaid Base Collateral Management Fee; by (b) an amount equal to (i) the amount, if any, scheduled to be paid to the Hedge Counterparties by the Issuer on the Distribution Date relating to such Due Period under any Hedge Agreement; provided, that the amount included in this clause (i) with respect to each such Hedge Agreement shall reflect the amount scheduled to be paid to the Hedge Counterparties by the Issuer thereunder after giving effect to any netting provisions contained in such Hedge Agreement, plus (ii) (A) in the case of the Class A/B Interest Coverage Ratio, the scheduled interest on the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (including any Defaulted Interest thereon and any accrued interest on such Defaulted Interest) payable on the Distribution Date relating to such Due Period, (B) in the case of the Class C Interest Coverage Ratio, the scheduled interest on the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C-1 Notes and Class C-2 Notes (including any Defaulted Interest thereon, any accrued interest on such Defaulted Interest and any accrued interest on Class C-1 Deferred Interest or Class C-2 Deferred Interest, but excluding any Class C-1 Deferred Interest or Class C-2 Deferred Interest) payable on the Distribution Date relating to such Due Period, (C) in the case of the Class D Interest Coverage Ratio, the scheduled interest on the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C-1 Notes, Class C-2 Notes and Class D Notes (including any Defaulted Interest thereon, any accrued interest on such Defaulted Interest and any accrued interest on Class C-1 Deferred Interest, Class C-2 Deferred Interest and Class D Deferred Interest, but excluding any Class C-1 Deferred Interest, Class C-2 Deferred Interest or Class D Deferred Interest) payable on the Distribution Date relating to such Due Period and (D) in the case of the Class E Interest Coverage Ratio, the scheduled interest on the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C-1 Notes, Class C-2 Notes, Class D Notes and Class E Notes (including any Defaulted Interest thereon, any accrued interest on such Defaulted Interest and any accrued interest on Class C-1 Deferred Interest, Class C-2 Deferred Interest, Class D Deferred Interest and Class E Deferred Interest, but excluding any Class C-1 Deferred Interest, Class C-2 Deferred Interest, Class D Deferred Interest or Class E Deferred Interest) payable on the Distribution Date relating to such Due Period. 83
If the calculation of the Class A/B Interest Coverage Ratio, the Class C Interest Coverage Ratio, the Class D Interest Coverage Ratio or the Class E Interest Coverage Ratio produces a negative number, then such ratio shall be deemed to be equal to zero. For the purpose of determining compliance with any Interest Coverage Test, there will be excluded all scheduled payments of interest or principal on Defaulted Securities and Deferred Interest PIK Bonds and any payment, including any amount payable to the Issuer by the Hedge Counterparties, that will not be made in cash or received when due, as determined by the Collateral Manager in its reasonable judgment. For purposes of calculating any Interest Coverage Ratio, (i) the expected interest income on floating rate Collateral Debt Securities and Eligible Investments and under the Hedge Agreements and the expected interest payable on the Notes will be calculated using the interest rates applicable thereto on the applicable Measurement Date, (ii) accrued original issue discount on Eligible Investments will be deemed to be a scheduled interest payment thereon due on the date such original issue discount is scheduled to be paid and (iii) it will be assumed that no principal payments are made on the Notes during the applicable periods. The “Class A/B Interest Coverage Test” will be satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date and on which any Class A-1 Notes, Class A-2 Notes or Class B Notes remain outstanding if the Class A/B Interest Coverage Ratio on such Measurement Date is equal to or greater than 120%. The “Class C Interest Coverage Test” will be satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date and on which any Class C Notes remain outstanding if the Class C Interest Coverage Ratio on such Measurement Date is equal to or greater than 115%. The “Class D Interest Coverage Test” will be satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date and on which any Class D Notes remain outstanding if the Class D Interest Coverage Ratio on such Measurement Date is equal to or greater than 110%. The “Class E Interest Coverage Test” will be satisfied on any Measurement Date occurring on or after the Ramp-Up Completion Date and on which any Class E Notes remain outstanding if the Class E Interest Coverage Ratio on such Measurement Date is equal to or greater than 103%. Form, Denomination, Registration and Transfer General (i) The Senior Notes offered in reliance upon Regulation S, which will be sold to Non-U.S. Persons in offshore transactions, will be represented by one or more permanent Regulation S Global Senior Notes in definitive, fully registered form, without interest coupons, and deposited with the Trustee as custodian for, and registered in the name of, DTC or its nominee, initially for the accounts of Euroclear and Clearstream, Luxembourg. By acquisition of a beneficial interest in a Regulation S Global Senior Note, any purchaser thereof will be deemed to represent that it is not a U.S. Person and that, if in the future it decides to transfer such beneficial interest, it will transfer such interest only in an offshore transaction in accordance with Regulation S or to a person who takes delivery in the form of a Restricted Definitive Senior Note or an interest in a Restricted Global Senior Note in accordance with the terms of the Indenture. Beneficial interests in each Regulation S Global Senior Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its Participants and Indirect Participants, including, without limitation, Euroclear and Clearstream, Luxembourg. 84
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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
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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 and 106: “Tangible Net Worth Test” means
Page 107: The Class D Overcollateralization T
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
Page 157 and 158: (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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