Attentus CDO I Offering Circular - Irish Stock Exchange

Maples Finance Limited will act as the administrator (in such capacity, the “Administrator”) of
the Issuer. The office of the Administrator will serve as the registered office of the Issuer. Through such
office and pursuant to the terms of an administration agreement by and between the Administrator and the
Issuer (the “Administration Agreement”), the Administrator will perform various administrative functions
in the Cayman Islands on behalf of the Issuer, including the provision of certain clerical, administrative
and other services until termination of the Administration Agreement. In consideration of the foregoing,
the Administrator will receive various fees and other charges payable by the Issuer at rates provided for in
the Administration Agreement and will be reimbursed for expenses.
The Administrator will be subject to the overview of the Board of Directors of the Issuer. The
directors of the Issuer are Helen Allen and Chris Watler, each of whom is a director or officer of the
Administrator and each of whose offices are at P.O. Box 1093 G.T., Queensgate House, South Church
Street, George Town, Grand Cayman, Cayman Islands. The Administration Agreement may be
terminated by either the Issuer (acting upon the recommendation of the Collateral Manager) or the
Administrator in accordance with the provisions thereof. No resignation of the Administrator will be
effective until a replacement Administrator acceptable to the Issuer has been appointed.
The Administrator’s principal office is at P.O. Box 1093 G.T., Queensgate House, South Church
Street, George Town, Grand Cayman, Cayman Islands.
The Co-Issuer, a special purpose vehicle, was formed by the Issuer in the State of Delaware
pursuant to a Certificate of Formation and a limited liability company agreement on April 5, 2006 and is
in good standing under the laws of the State of Delaware. The registered office of the Co-Issuer will be
c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The sole
member of the Co-Issuer will be the Issuer. The manager of the Co-Issuer will be Donald Puglisi and
may be contacted at the registered office of the Co-Issuer. The telephone number is: +1 (302) 738-6680.
The Co-Issuer will have no prior operating experience. It will be capitalized solely to the extent of the
contribution by its member, will have no other assets other than such contribution, will have no debt other
than as the Co-Issuer of the Senior Notes (other than the Class E Notes) and will not pledge any assets to
secure the Notes. The Co-Issuer will not have any interest in the Collateral Debt Securities or other assets
held by the Issuer. The Co-Issuer will not co-issue the Class E Notes, the Subordinated Notes or the
Combination Notes.
The Senior Notes are obligations only of the Co-Issuers (or, in the case of the Class E Notes, the
Issuer), and the Subordinated Notes and the Combination Notes are obligations only of the Issuer. None
of the Offered Notes are obligations of the Trustee, the Collateral Manager, the Initial Purchaser, any
Hedge Counterparty, any shareholder of the Issuer or the Co-Issuer or any of their respective affiliates or
any directors or officers of the Issuer or the Co-Issuer.
Capitalization
The initial capitalization of the Issuer as of the Closing Date, after giving effect to the issuance of
the Offered Notes, but before deducting expenses of the offering of the Offered Notes and the
organizational expenses of the Issuer, is expected to be as follows:
Class A-1 Notes
Class A-2 Notes
Class B Notes
Class C-1 Notes
Class C-2A Notes
U.S.$280,000,000
U.S.$20,000,000
U.S.$65,000,000
U.S.$10,000,000
U.S.$35,000,000
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