Attentus CDO I Offering Circular - Irish Stock Exchange

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obligated to elect to have a different "row/column combination" apply. The table set forth below is the “Ratings Matrix”: Moody’s Asset Correlation Factor Moody’s Implied Weighted Average Rating Factor 6.4 1650 6.25 1700 Moody’s Asset Correlation Test. The “Moody’s Asset Correlation Test” is a test that will be satisfied on any date of determination if the Moody’s Asset Correlation Factor (rounded to the nearest second decimal) as of such date of determination is no greater than the required Moody’s Asset Correlation Factor based upon the "row/column combination" in the Ratings Matrix chosen by the Collateral Manager as currently applicable to the Collateral Debt Securities in accordance with the terms of the Indenture; provided that, for purposes of calculating the Moody’s Asset Correlation Test, it will be assumed there are 50 independent Collateral Debt Securities, subject to any modifications necessary to comply with changes in the Moody’s then-current ratings methodology. The “Moody's Asset Correlation Factor” is a single number determined in accordance with the correlation methodology provided to the Collateral Manager by Moody’s. Moody’s Implied Weighted Average Rating Factor Test. The “Moody’s Implied Weighted Average Rating Factor Test” is a test that will be satisfied on the Closing Date and on the Ramp-Up Completion Date if the Collateral Debt Securities have a Moody’s Implied Weighted Average Rating Factor of not more than the number set forth in the column entitled "Moody’s Implied Weighted Average Rating Factor" in the Ratings Matrix based upon the "row/column combination" chosen by the Collateral Manager as currently applicable to the Collateral Debt Securities in accordance with the terms of the Indenture on such date. “Moody’s Implied Weighted Average Rating Factor” means, as of any date of determination, the number obtained by summing the products obtained by multiplying the Principal Balance of each Collateral Debt Security by its Moody's Rating Factor and dividing such sum by the Aggregate Principal Balance of all such Collateral Debt Securities and rounding the result to the nearest whole number. For purposes of the Moody's Implied Weighted Average Rating Factor, the Principal Balance of a Defaulted Security and Deferred Interest PIK Bond will be excluded from the calculation thereof. “Moody’s Rating Factor” means, for purposes of computing the Moody's Implied Weighted Average Rating Factor for each Collateral Debt Security, the number assigned in the table below to the applicable Moody's Rating (as defined in the Indenture) of such Collateral Debt Security. If a Collateral Debt Security does not have a Moody's Rating, a pool-wide default probability, as determined by Moody's, will be used. 133
Moody's Rating Moody's Rating Factor Moody's Rating Moody's Rating Factor Aaa 1 Bal 940 Aal 10 Ba2 1,350 Aa2 20 Ba3 1,766 Aa3 40 B1 2,220 Al 70 B2 2,720 A2 120 B3 3,490 A3 180 Caal 4,770 Baal 260 Caa2 6,500 Baa2 360 Caa3 8,070 Baa3 610 Ca or lower 10,000 Any review and determination of a Moody’s Implied Weighted Average Rating Factor equivalent shall in no way imply, and it shall not be required, that a Moody’s rating has been or will be assigned to any issuer of the Collateral Debt Securities (as the assignment of such a rating would be based on a probability of default and an expected recovery rate which were not necessarily considered in connection with the determination of a Moody’s Implied Weighted Average Rating Factor equivalent). Fitch Weighted Average Rating Factor Test. The “Fitch Weighted Average Rating Factor Test” is a test that will be satisfied on any Measurement Date on or after the Ramp-Up Completion Date if the Fitch Weighted Average Rating Factor of the Collateral Debt Securities (calculated in accordance with procedures prescribed by Fitch) does not exceed 21.0. “Fitch Weighted Average Rating Factor” means, as of any Measurement Date, the number determined by the Collateral Manager on behalf of the Issuer on any Measurement Date by dividing (i) the summation of the series of products obtained (a) for any Collateral Debt Security that is not a Defaulted Security or Deferred Interest PIK Bond, by multiplying (1) the Principal Balance on such Measurement Date of each such Collateral Debt Security by (2) its respective Fitch Rating Factor on such Measurement Date and (b) for any Deferred Interest PIK Bond, by multiplying (1) the Applicable Recovery Rate for such Deferred Interest PIK Bond, by (2) the Principal Balance on such Measurement Date of each such Deferred Interest PIK Bond but not including any deferred interest by (3) its respective Fitch Rating Factor on such Measurement Date by (ii) the sum of (a) the aggregate Principal Balance on such Measurement Date of all Collateral Debt Securities that are not Defaulted Securities or Deferred Interest PIK Bonds plus (b) the summation of the series of products obtained by multiplying (1) the Applicable Recovery Rate for each Deferred Interest PIK Bond, by (2) the Principal Balance on such Measurement Date of such Deferred Interest PIK Bond but not including any deferred interest, and rounding the result up to the nearest hundredth. “Fitch Rating Factor” means, with respect to any Collateral Debt Security on any Measurement Date, the number set forth in the table below opposite the Fitch Rating of such Collateral Debt Security: 134
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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
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On the first Distribution Date, if
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new security or package of securiti
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that if any such date would otherwi
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to be equal to 50% of the outstandi
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“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 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: (iii) establishing recovery floors
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
Page 199 and 200: CLOSING DATE BY PERMITTED PLANS) (D
Page 201 and 202: that the Initial Purchaser reasonab
Page 203 and 204: clauses (i)-(iii) above. In certain
Page 205 and 206: (ii) a transferee acquiring an inte
Page 207 and 208: 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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