Attentus CDO I Offering Circular - Irish Stock Exchange

Collateral Debt Securities
“Collateral Debt Securities” consist of U.S. dollar denominated (a) trust preferred securities (the
“Trust Preferred Securities”) issued by trust subsidiaries (each, a “Trust Preferred Securities Issuer”) of
entities qualifying and electing to be treated as a “real estate investment trust” for U.S. federal income tax
purposes or any subsidiary thereof (each, a “REIT”), real estate operating companies (including trusts and
other entities) that are not treated as REITs or any subsidiary thereof (each a “REOC”) and homebuilders
or any subsidiary thereof (each a “Homebuilder” and collectively with REITs and REOCs, the “Real
Estate Entities”), (b) subordinated securities (the “Subordinated Securities”) issued by Real Estate Entities
(each, a “Subordinated Securities Issuer”), (c) senior securities (the “Senior Securities”) issued by Real
Estate Entities (each, a “Senior Securities Issuer”), (d) commercial mortgage-backed securities (“CMBS”)
issued by CMBS issuers (each, a “CMBS Issuer”), (e) Senior Secured Loans and Senior Unsecured Loans
or one or more trust certificates, each of which represents an ownership interest in a newly formed grantor
trust (each, an “Underlying Trust”) into which such Senior Loans have been deposited under a Master
Trust Agreement to be dated as of May 2, 2006 (the “Master Trust Agreement”), between the Issuer as
depositor and JPMorgan Chase Bank, National Association as the trustee (the “Master Trust Trustee”),
and (f) Synthetic Securities issued by Synthetic Securities Issuers. The Trust Preferred Securities, Senior
Securities, CMBS, Subordinated Securities, Senior Secured Loans, Senior Unsecured Loans and
Synthetic Securities are referred to herein collectively as the “Collateral Debt Securities”; provided that,
in order for a security to be a Collateral Debt Security when purchased, it must meet the criteria to qualify
as a Collateral Debt Security and satisfy other Eligibility Criteria applicable to such security. If the junior
subordinated deferrable interest debt securities issued by a Real Estate Entity (the “Corresponding
Debentures”) are exchanged for related Trust Preferred Securities, thereafter such Corresponding
Debentures will become “Collateral Debt Securities”.
On the Closing Date, the Issuer expects to purchase or identify for purchase U.S.$505,475,000 in
aggregate Principal Balance of Collateral Debt Securities consisting of approximately (by aggregate
Principal Balance) 53.8% Trust Preferred Securities, 22.6% Real Estate Entity Securities, 16.7% Senior
Loans and 6.9% CMBS (including Synthetic Securities).
The Aggregate Ramp-Up Par Amount to be achieved on or prior to the Ramp-Up Completion
Date is approximately $505,475,000. The purchase of any Collateral Debt Security is further subject to
compliance with the other Eligibility Criteria. See “Security for the Senior Notes—Acquisition of
Collateral Debt Securities after the Closing Date.”
A security will be eligible to be a Collateral Debt Security if it is a U.S. dollar-denominated (a)
Trust Preferred Security issued by a Trust Preferred Securities Issuer that meets the requirements set forth
in the Indenture, (b) a Senior Security issued by a Senior Securities Issuer that meets the requirements set
forth in the Indenture, (c) a Subordinated Security issued by a Subordinated Securities Issuer that meets
the requirements set forth in the Indenture, (d) CMBS issued by a CMBS Issuer that meets the
requirements set forth in the Indenture, (e) a Senior Secured Loan or Senior Unsecured Loan that meets
the requirements set forth in the Indenture or (f) a Synthetic Security that meets the requirements set forth
in the Indenture, in each case that, at the time of its initial purchase by the Issuer and pledge to the
Trustee:
(i)
(ii)
provides for periodic payment of interest thereon in cash no less frequently than
semi-annually (subject, in the case of Trust Preferred Securities, to deferrals
thereof in accordance with clause (vii) below);
provides for a fixed amount of principal to be payable on or before the maturity
thereof;
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