Attentus CDO I Offering Circular - Irish Stock Exchange

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Trustee JPMorgan Chase Bank, National Association, will be the Trustee under the Indenture and the trustee of the Underlying Trust. The Issuer, the Collateral Manager and their respective affiliates may maintain other banking relationships in the ordinary course of business with the Trustee. The payment of the fees and expenses of the Trustee is solely the obligation of the Issuer. The Trustee and its affiliates may receive compensation in connection with the investment of trust assets in certain Eligible Investments as provided in the Indenture. Eligible Investments may include investments for which the Trustee and/or its affiliates provide services. The Indenture contains provisions for the indemnification of the Trustee for any loss, liability or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture. Pursuant to the Indenture, the Issuer has granted to the Trustee a lien senior to that of the Noteholders to secure payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee may be entitled to receive as indemnification by the Issuer under the Indenture (subject to the dollar limitations set forth in the Priority of Payments with respect to any Distribution Date), which lien the Trustee is entitled to exercise only under certain circumstances. In the Indenture, the Trustee will agree not to cause the filing of a petition for winding up or a petition in bankruptcy against the Issuer for nonpayment to the Trustee of amounts payable thereunder until at least one year and one day, or if longer, the applicable preference period then in effect, after the payment in full of all of the Senior Notes. Pursuant to the Indenture, the Trustee may resign at any time by providing 30 days’ notice and the Trustee may be removed at any time by the Holders of a Majority of the Senior Notes (voting as a single class) or, at any time when an Event of Default shall have occurred and be continuing, by the Holders of a Majority of the Controlling Class. However, no resignation or removal of the Trustee will become effective until the acceptance of appointment by a successor Trustee pursuant to the terms of the Indenture. The Indenture will require that any successor trustee or additional trustee (i) be a bank, (ii) have at all times an aggregate capital, surplus and undivided profits of at least U.S.$200,000,000 (provided, that if such trustee publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, for purposes of such requirement, the aggregate capital, surplus and undivided profits of such trustee shall be deemed to be its aggregate capital, surplus and undivided profits as set forth in its most recent report of condition so published), (iii) is not affiliated (as such term is defined in Rule 405 under the Securities Act) with the Issuer or with any person involved with the organization or operation of the Issuer, (iv) does not offer or provide credit or credit enhancement to the Issuer, and (v) enter into an Indenture that provides that the trustee shall not resign until either (a) the Pledged Securities have been completely liquidated and the proceeds of such liquidation have been distributed to the Noteholders or (b) a successor trustee meeting the requirements of the Indenture has been designated and has accepted such trusteeship. Characterization of the Senior Notes The Issuer intends to treat the Senior Notes as indebtedness of the Issuer for U.S. federal, state and local income tax purposes. The Indenture will provide that each Holder thereof, by accepting a Senior Note, agrees to such treatment and agrees to report all income (or loss) in accordance with such characterization. Governing Law The Offered Notes, the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Hedge Agreements and the Purchase Agreement will be governed by, and construed in accordance with, the law of the State of New York. The Issuer Charter, the declaration of 101
trust executed in connection with the ordinary shares of the Issuer and the Administration Agreement will be governed by, and construed in accordance with, the law of the Cayman Islands. Combination Notes On the Closing Date, the Issuer will issue a class of Combination Notes, which will consist of two Components, which will represent a Senior Note Component and a Subordinated Note Component, respectively. Each Holder of a Combination Note will, to the extent of any Senior Note Component constituting a portion of such Combination Note, be entitled to the same rights with respect to such Senior Note Component as if such Holder directly held a Note of the Class represented by such Senior Note Component in a principal amount equal to the amount of such Senior Note Component. Each purchaser of a Combination Note should therefore carefully review each provision of this Offering Circular applicable to such Class of Senior Notes before deciding whether or not to purchase a Combination Note. In addition, each Holder of a Combination Note will, to the extent of any Subordinated Note Component constituting a portion of such Combination Note, be entitled to the same rights with respect to such Subordinated Note Component as if such Holder directly held a Subordinated Note in a principal amount equal to the amount of such Subordinated Note Component. Each purchaser of a Combination Note should therefore carefully review each provision of this Offering Circular applicable to the Subordinated Notes before deciding whether or not to purchase a Combination Note. The Combination Notes are entitled only to the payments to which the Notes represented by its Components are entitled. The Issuer’s only obligation in respect of the Combination Notes is to pay through to the holders of the Combination Notes the amount received on their respective Components. On each Payment Date on which payments, whether payments of principal or interest, or payments made upon a redemption or otherwise, are made with respect to any Class of Notes represented by a Component of any outstanding Combination Note, a portion of such payment will be allocated to such Combination Note in the proportion that the principal amount of such Component bears to the aggregate principal amount of the related Class as a whole (including such Component). The Combination Notes offered by the Issuer will be offered in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Combination Notes sold to Qualified Purchasers that are either Qualified Institutional Buyers or Institutional Accredited Investors in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(2) and/ or Rule 144A thereof will be represented by notes in fully registered definitive form registered in the name of the legal and beneficial owner thereof (“Restricted Combination Notes”) or a nominee acting on behalf of the disclosed legal and beneficial owner thereof. Owners of beneficial interests in the Combination Notes will not be considered to be the owners or holders of any Subordinated Notes under the Indenture. The Combination Notes offered in reliance upon Regulation S (“Regulation S Combination Notes”) will be represented by one or more global notes in definitive, fully registered form (the “Regulation S Global Combination Note”), deposited with the Trustee as custodian for, and registered in the name of, DTC (or its nominee) and deposited with or on behalf of DTC initially for the accounts of Euroclear and/or Clearstream, Luxembourg. Interests in the Regulation S Global Combination Notes 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/or Clearstream, Luxembourg). Under certain limited circumstances described herein, definitive registered Combination Notes may be issued in exchange for Regulation S Global Combination Notes. 102
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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
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of performing the Coverage Tests, a
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Backed Securities” and similar ri
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among other things, a substantial r
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Indenture intended to ensure that s
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Debentures and Trust Preferred Secu
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should arise in any manner, the Col
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Investment Company Act. None of the
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approximately equal to the market p
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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 and 108: The Class D Overcollateralization T
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: Counterparty that such Hedge Counte
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
Page 159 and 160: Moody's Rating Moody's Rating Facto
Page 161 and 162: Weighted Average Life Test. “Weig
Page 163 and 164: “B3”; (3) has received a long-t
Page 165 and 166: (xvi) if such Additional Collateral
Page 167 and 168: non-public or otherwise might prohi
Page 169 and 170: February 24, 2006 among, inter alia
Page 171 and 172: (or shall not have a long-term or s
Page 173 and 174: The obligations of the Issuer under
Page 175 and 176: 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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