Attentus CDO I Offering Circular - Irish Stock Exchange

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Subordination of Common Securities The rights of holders of such Common Securities to receive payment of distributions and payments upon Liquidation, redemption and otherwise are subordinated to the rights of the holders of such Trust Preferred Securities, with the result that no payment of any distribution on, or any amount payable upon the redemption of, any such Common Security, and no payment to the holder of any such Common Security on account of the Liquidation of such Trust Preferred Securities Issuer, shall be made unless payment in full in cash of (i) all accrued and unpaid distributions on such Trust Preferred Securities for all Distribution Periods terminating on or prior thereto, (ii) all amounts payable on such Trust Preferred Securities then subject to redemption and (iii) all amounts payable upon such Trust Preferred Securities in the event of the Liquidation of such Trust Preferred Securities Issuer, in each case, shall have been made or provided for, and all funds immediately available to the Property Trustee of such Trust Preferred Securities Issuer shall first be applied to the payment in full in cash of the amounts specified in clauses (i), (ii) and (iii) above that are then due and payable. Mergers, Consolidations or Amalgamations Each Trust Agreement will provide that the related Trust Preferred Securities Issuer may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any corporation or other person, except as described above under “Security for the Senior Notes—Description of the Trust Preferred Securities—Terms of the Trust Preferred Securities—Liquidation and Distribution Upon Dissolution” or as described below. A Trust Preferred Securities Issuer may, with the consent of the administrators of such Trust Preferred Securities Issuer and without the consent of the Property Trustee or the holders of its Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any state of the United States; provided, that (i) if such Trust Preferred Securities Issuer is not the survivor, such successor entity either (x) expressly assumes all of the obligations of such Trust Preferred Securities Issuer under its Trust Preferred Issuer Securities or (y) substitutes for its Trust Preferred Issuer Securities other securities having substantially the same terms as its Trust Preferred Issuer Securities (the “Successor Securities”), so that the Successor Securities rank the same as its Trust Preferred Issuer Securities with respect to distributions and payments upon Liquidation, redemption and otherwise, (ii) a trustee of any such successor entity possessing substantially the same powers and duties as the Property Trustee as holder of the related Corresponding Debentures is appointed by the related Real Estate Entity or Real Estate Entity Indenture, as applicable, (iii) its Trust Preferred Securities continue to be listed or quoted, or any Successor Securities to such Trust Preferred Securities will be listed or quoted upon notification of issuance, on any national securities exchange or with any organization on which its Trust Preferred Securities were previously listed or quoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause its Trust Preferred Securities or any Successor Securities to be downgraded or withdrawn by any nationally recognized statistical rating organization, if its Trust Preferred Securities or any Successor Securities are then rated, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of its Trust Preferred Securities or any Successor Securities in any material respect (other than with respect to any dilution of the holders’ interest in any such successor entity), (vi) any such successor entity has a purpose substantially identical to that of such Trust Preferred Securities Issuer, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, such Trust Preferred Securities Issuer has received an opinion of a nationally recognized independent counsel experienced in such matters to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of its Trust Preferred Securities or any Successor Securities in any material respect (other than with respect to any dilution of the holders’ interest in any such successor entity), (B) 119
following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither such Trust Preferred Securities Issuer nor any such successor entity will be required to register as an investment company under the Investment Company Act and (C) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, such Trust Preferred Securities Issuer or any such successor entity will continue to be classified as a grantor trust for United States federal income tax purposes, (viii) the related Real Estate Entity guarantees the obligations of any such successor entity under its Successor Securities to the same extent provided by the related Corresponding Debentures and Real Estate Entity Indenture, as applicable and the related Trust Agreement, (ix) the related Parent Real Estate Entity, if any, guarantees the obligations of any such successor entity to the same extent provided in the related Parent Guarantee, and (x) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee of such Trust Preferred Securities Issuer shall have received an officers’ certificate of the Administrators of such Trust Preferred Securities Issuer and an opinion of counsel, each to the effect that all conditions precedent to such transaction have been satisfied. Terms of the Corresponding Debentures The following summary of the material terms and provisions of the Corresponding Debentures does not purport to be complete and is subject to, and qualified by reference to, the actual provisions of the respective Real Estate Entity Indentures of the Real Estate Entities and such Corresponding Debentures. Copies of the form of Real Estate Entity Indenture, as applicable may be obtained by Noteholders upon request in writing to the Trustee at its Corporate Trust Office and by prospective purchasers of Notes from the Initial Purchaser. Concurrently with the issuance of its Trust Preferred Securities, each Trust Preferred Securities Issuer will invest the proceeds thereof, together with the consideration paid by the related Real Estate Entity for its Common Securities, in the Corresponding Debentures. The Corresponding Debentures will represent junior subordinated, unsecured debt of the related Real Estate Entities and will be issued pursuant to separate Real Estate Entity Indentures. Each Corresponding Debenture will be issued in definitive and/or global form. The Real Estate Entity Indentures and Corresponding Debentures will not contain provisions that limit the amount of indebtedness, whether secured or unsecured, that the related Real Estate Entity may issue or that afford the related Trust Preferred Securities Issuer, as the holder of the Corresponding Debentures, protection in the event of a highly leveraged transaction or other similar transaction involving the related Real Estate Entity that may adversely affect it. Subordination Each Real Estate Entity Indenture will provide that the related Corresponding Debentures will be subordinated and junior in right of payment to the prior payment in full of all present and future Senior Indebtedness of the applicable Real Estate Entity. No payment of principal of or premium, if any, or interest or any other payment due on the related Corresponding Debentures may be made if (i) any payment due on any Senior Indebtedness of the applicable Real Estate Entity is not paid when due and any applicable grace period with respect to a payment default under such Senior Indebtedness has ended and such default has not been cured or waived or ceased to exist or (ii) the maturity of any Senior Indebtedness of such Real Estate Entity has been accelerated because of a default and such acceleration has not been rescinded or cancelled and such Senior Indebtedness had not been paid in full. In addition, Real Estate Entities may be parties to agreements with holders of Senior Indebtedness that have the practical effect of further subordinating the rights of holders of the related Corresponding Debentures to such holders of Senior Indebtedness under certain circumstances. 120
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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
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Changes in Tax Law; Withholding on
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In January 2003, the Financial Acco
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verification purposes, an applicati
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Any interest on the Class C-2 Notes
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Calculation Agent by reference to r
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Class C-1 Notes, fifth, the Class C
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in its payment obligations thereund
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“Reg Y Institution” means any H
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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 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: amount equal to the aggregate Princ
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
Page 177 and 178: Account prior to the release of the
Page 179 and 180: Institutions Group at Morgan Stanle
Page 181 and 182: expense of the Co-Issuers under the
Page 183 and 184: The Collateral Manager may resign u
Page 185 and 186: Conflicts of Interest The Collatera
Page 187 and 188: equal to the shortfall will be defe
Page 189 and 190: purposes, and if the entity has tax
Page 191 and 192: U.S. Holder and stating that the No
Page 193 and 194: 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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