Attentus CDO I Offering Circular - Irish Stock Exchange

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set forth above, unless and until a Majority of the Senior Notes voting as a single Class consent to the reinstatement of the Issuer’s right to make such acquisitions as set forth above. Coverage Tests On the Ramp-Up Completion Date and on the date of any acquisition of any Additional Collateral Debt Security following the Ramp-Up Completion Date, after giving effect to the purchase of the Collateral Debt Securities to be included in the Collateral, the Coverage Tests must be met (or, with respect to the acquisition of Additional Collateral Debt Securities following the Ramp-Up Completion Date, maintained or improved). The Coverage Tests consist of the Class A/B Interest Coverage Test, the Class A/B Overcollateralization Test, the Class C Interest Coverage Test, the Class C Overcollateralization Test, the Class D Interest Coverage Test, the Class D Overcollateralization Test, the Class E Interest Coverage Test and the Class E Overcollateralization Test, each of which is described in “Description of the Offered Notes—the Coverage Tests.” Changes in Composition of the Collateral Debt Securities Collateral Debt Securities may be retired prior to their respective final maturities due to, among other things, the existence and frequency of exercise of any optional or mandatory redemption features of such securities. In addition, subject to the terms of the Indenture and the Collateral Management Agreement, including the restrictions described herein, (i) the Collateral Manager may sell any Collateral Debt Security (or permit the issuer thereof to redeem such Collateral Debt Security) at any time, (ii) the Holders of a Majority of the Subordinated Notes may, at any time during the life of the Notes, direct the Trustee to sell any equity security acquired by the Issuer as a result of the exercise or conversion of a Collateral Debt Security, in conjunction with the purchase of a Collateral Debt Security or in exchange for a Defaulted Security (any of the foregoing, an “Equity Security”; provided, that no Trust Preferred Security shall constitute an Equity Security) and apply the proceeds in accordance with the Priority of Payments, and (iii) the Issuer may acquire Additional Collateral Debt Securities following the Ramp-Up Completion Date as described herein under “—Acquisition of Collateral Debt Securities after the Closing Date.” Collections may be invested at any time in Eligible Investments maturing not later than the next Distribution Date. The Issuer may not acquire or dispose of any Collateral Debt Security unless such acquisition or disposition is made on an “arm’s-length basis” for fair market value (as determined at the time the Issuer first enters into a binding commitment to acquire or dispose of such Collateral Debt Security or, in the case of a Collateral Debt Security acquired by the Initial Purchaser or an affiliate of the Initial Purchaser pursuant to the warehousing arrangement described herein and sold to the Issuer on the Closing Date, on the date such Initial Purchaser or such affiliate acquires such Collateral Debt Security pursuant to the warehousing arrangement). Any purchase or disposition of a Collateral Debt Security will be conducted in accordance with the requirements of the Collateral Management Agreement, and, if effected with the Collateral Manager, the Issuer, the Trustee or any affiliate of any of the foregoing, will be effected in a secondary market transaction on terms as favorable to the Noteholders as would be the case if such person were not so affiliated. Unless the Collateral Manager is required by the terms of the Indenture to sell a Collateral Debt Security or an Eligible Investment, the Collateral Manager may refrain from directing the sale of securities of (i) Persons of which the Collateral Manager, its affiliates or any of its or its affiliates’ officers, directors or employees are directors or officers; (ii) Persons for which the Collateral Manager or any of its affiliates act as financial advisor or underwriter or (iii) Persons about which the Collateral Manager or any of its affiliates have information which the Collateral Manager deems confidential or 141
non-public or otherwise might prohibit it from trading such securities in accordance with applicable law. If the Collateral Manager or any affiliate thereof with respect to which the Collateral Manager exercises investment control over the investment decisions of itself or any other Person (such Person, a “Manager Party”) owns any security that is issued by the same issuer as, and is substantially similar in terms of seniority, security (including available guarantees or other credit support) and right of payment to, a Collateral Debt Security owned by the Issuer (such security owned by a Manager Party, a “Corresponding Security”) and a Manager Party intends to dispose of such Corresponding Security, the Collateral Manager shall have no obligation to cause the Issuer to sell the related Collateral Debt Security held by the Issuer and the Collateral Manager shall not be liable to the Issuer, any Noteholder or any other person for its decision not to sell the related Collateral Debt Security held by the Issuer if in the reasonable business judgment of the Collateral Manager the retention of such Collateral Debt Security is in the best interests of the Issuer. The Trustee shall have no responsibility to oversee compliance with the above conditions by the other parties. Disposition of Collateral Debt Securities Pursuant to the terms and conditions set forth in the Indenture and, with respect to clause (y) only, so long as no Event of Default has occurred and is continuing, the Collateral Manager may, but shall not be obligated to, direct the Trustee to sell (x) any applicable Defaulted Security, Credit Risk Security or Equity Security (in each case, at any time) and (y) subject to the following proviso, any other applicable security (that is not a Defaulted Security, Credit Risk Security or Equity Security) at any time, and if the Collateral Manager so elects to sell any of the foregoing securities, shall direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Collateral Manager in writing, which writing shall specify whether such security is a Defaulted Security, Credit Risk Security, Equity Security or other security, if applicable, and, if such security is not a Defaulted Security, Credit Risk Security or Equity Security, include a statement that the sale of such security is permitted pursuant to the Indenture; provided, however, that for so long as Moody’s shall rate any Class of Notes, the Collateral Manager will have no discretion to sell any Collateral Debt Security (other than a Defaulted Security or Credit Risk Security) if any Class of Notes rated by Moody’s shall have been downgraded. In the event of an Auction Call Redemption, Optional Redemption or Tax Redemption of the Notes, the Collateral Manager may direct the Trustee to sell Collateral Debt Securities without regard to certain of the limitations otherwise applicable to such sales; provided, that (i) the proceeds thereof will be, in the case of an Optional Redemption or a Tax Redemption, at least equal to the Total Senior Redemption Amount and, in the case of an Auction Call Redemption, at least equal to the Auction Call Redemption Amount; and (ii) such proceeds are used to make such a redemption. See “Description of the Offered Notes—Auction Call Redemption” and “Optional Redemption and Tax Redemption.” Acquisition of Collateral Debt Securities after the Closing Date In the event the aggregate principal amount of Collateral Debt Securities acquired by the Issuer on the Closing Date is less than the Aggregate Ramp-Up Par Amount, the Issuer will be authorized to use Uninvested Proceeds to purchase additional Collateral Debt Securities so that the total amount of Collateral Debt Securities held by the Issuer following such purchase will be approximately equal to the Aggregate Ramp-Up Par Amount. In the event the Issuer acquires Collateral Debt Securities on the Closing Date with an aggregate principal amount at least equal to the Aggregate Ramp-Up Par Amount, the Issuer will only be permitted to purchase additional Collateral Debt Securities in accordance with the following paragraph. The Issuer may acquire Collateral Debt Securities during the period from the Closing Date to the Ramp-Up Completion Date either (x) from issuers specified on a schedule to the 142
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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
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The Class D Overcollateralization T
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If the calculation of the Class A/B
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Notes and the registration of trans
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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 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: (xvi) if such Additional Collateral
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
Page 209 and 210: INTEREST HEREIN WAS IN BREACH, AT T
Page 211 and 212: PROVIDE WRITTEN NOTICE OF THE TRANS
Page 213 and 214: Securities and Exchange Commission
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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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