Attentus CDO I Offering Circular - Irish Stock Exchange

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Certain Real Estate Entities will have the right to defer payments of interest on its Corresponding Debentures as described in “Security for the Senior Notes—Description of the Trust Preferred Securities—Terms of the Trust Preferred Securities—Distributions.” Additional Amounts If at any time as a result of a Trust Preferred Securities Tax Event a Trust Preferred Securities Issuer is required to pay, or withhold from payments to holders of related Trust Preferred Issuer Securities, additional taxes (including withholding taxes), duties, assessments or other governmental charges, then, in any such case, the related Real Estate Entity will pay such additional amounts (“Additional Amounts”) on the related Corresponding Debentures or Trust Preferred Issuer Securities, as the case may be, as shall be required so that the net amounts received and retained by the holders thereof, after payment of all such taxes (including withholding taxes), duties, assessments or other governmental charges, will equal the amounts such holders would have received and retained had no such taxes, duties, assessments or other governmental charges been imposed. “Trust Preferred Securities Special Event” means, with respect to any Trust Preferred Securities, a Trust Preferred Securities Tax Event or an Investment Company Event applicable to such Trust Preferred Securities. “Investment Company Event” means, with respect to any Trust Preferred Securities, the receipt by the applicable Real Estate Entity and its subsidiary Trust Preferred Securities Issuer of an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that such Trust Preferred Securities Issuer is or, within 90 days of the date of such opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act, which change becomes effective or would become effective, as the case may be, on or after the date of original issuance of the related Corresponding Debentures. “Trust Preferred Securities Tax Event” means, with respect to any Trust Preferred Securities, the receipt by the applicable Real Estate Entity and its subsidiary Trust Preferred Securities Issuer of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement (an “Administrative Action”)) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving such Real Estate Entity or such Trust Preferred Securities Issuer and whether or not subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the related Corresponding Debentures, there is more than an insubstantial risk that: (a) such Trust Preferred Securities Issuer is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on such Corresponding Debentures; (b) interest payable by such Real Estate Entity on such Corresponding Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by such Real Estate Entity, in whole or in part, for United States federal income tax purposes; or (c) such Trust Preferred Securities Issuer is, or will be within 90 days of the date of such opinion, subject to or otherwise required to pay, or required to withhold from distributions to holders of such Trust Preferred Securities, more than a de minimis amount of other taxes (including withholding taxes), duties, assessments or other governmental charges. 123
Certain Covenants If (i) there has occurred and is continuing an event of default under a Real Estate Entity Indenture, or (ii) a Real Estate Entity has given notice of its election to defer payments of interest on its Corresponding Debentures by extending the interest payment period as provided in a Real Estate Entity Indenture relating to such Corresponding Debentures, or any such Extension Period is continuing, then, except in limited circumstances, (a) such Real Estate Entity may not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock and (b) such Real Estate Entity may not make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any of its debt securities that rank in all respects pari passu with or junior in interest to such Corresponding Debentures. The Real Estate Entity of each Trust Preferred Securities Issuer will, for so long as any Trust Preferred Issuer Securities remain outstanding, maintain 100% ownership of the Common Securities of such Trust Preferred Securities Issuer; provided, that any permitted successor of a Real Estate Entity may succeed to such Real Estate Entity’s ownership of such Common Securities. Limitation on Consolidations, Mergers and Sales of Assets No Real Estate Entity may consolidate or merge with or into another entity (whether or not affiliated with such Real Estate Entity), or sell, convey, transfer or otherwise dispose of all or substantially all of its property to another entity (whether or not affiliated with such Real Estate Entity) authorized to acquire and operate the same unless (i) upon any such consolidation, merger (where such Real Estate Entity is not the surviving entity), sale, conveyance, transfer or other disposition, the successor entity is organized and existing under the laws of the United States or any state thereof or the District of Columbia (unless such entity has (1) agreed to make all payments due in respect of its Corresponding Debentures or, if outstanding, the related Trust Preferred Securities without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of organization or residence (for tax purposes) of such entity or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such entity shall have agreed to pay such additional amounts as shall be required so that the net amounts received and retained by the holders of such Corresponding Debentures or Trust Preferred Securities, as the case may be, after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such holders would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges have been imposed, (2) irrevocably and unconditionally consented and submitted to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan, The City of New York, in respect of any action, suit or proceeding against it arising out of or in connection with the Real Estate Entity Indenture, as applicable or Corresponding Debentures and irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (3) irrevocably appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above), (ii) any such successor entity expressly assumes all obligations of such Real Estate Entity under its Corresponding Debentures, the related Real Estate Entity Indenture, as applicable, and the related Trust Agreement and (iii) after giving effect to any such transaction, no default or event of default under such Real Estate Entity Indenture shall have occurred and be continuing. Events of Default, Waiver and Notice 124
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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
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(5) to the payment of accrued and u
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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 and 144: amount equal to the aggregate Princ
Page 145 and 146: following such merger, consolidatio
Page 147: securities) initially issued after
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
Page 195 and 196: persons or the fiduciaries of the B
Page 197 and 198: 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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