Attentus CDO I Offering Circular - Irish Stock Exchange

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____________________ NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA THE OFFERING OF THE OFFERED NOTES HAS NOT BEEN APPROVED BY THE MINISTRY OF COMMERCE, THE MINISTRY OF FINANCE OR THE SAUDI ARABIAN MONETARY AGENCY. ACCORDINGLY, THE OFFERED NOTES MAY NOT BE OFFERED IN THE KINGDOM OF SAUDI ARABIA. FURTHER, EACH OF THE CO–ISSUERS, THE COLLATERAL MANAGER AND THE INITIAL PURCHASER REPRESENTS AND WARRANTS THAT IT HAS NOT MADE AND WILL NOT MAKE ANY INVITATION TO THE PUBLIC OF THE KINGDOM OF SAUDI ARABIA TO SUBSCRIBE FOR THE OFFERED NOTES AND THAT THIS OFFERING CIRCULAR WILL NOT BE ISSUED, PASSED TO, OR MADE AVAILABLE TO THE PUBLIC GENERALLY IN THE KINGDOM OF SAUDI ARABIA. ____________________ NOTICE TO RESIDENTS OF SINGAPORE THE OFFERED NOTES MAY NOT BE OFFERED OR SOLD; NOR MAY ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION WITH THE OFFERED NOTES BE DISTRIBUTED, EITHER DIRECTLY OR INDIRECTLY, (I) TO PERSONS IN SINGAPORE OTHER THAN UNDER THE CIRCUMSTANCES IN WHICH SUCH OFFER OR SALE DOES NOT CONSTITUTE AN OFFER OR SALE OF THE OFFERED NOTES TO THE PUBLIC IN SINGAPORE OR (II) TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC IN SINGAPORE OTHER THAN PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF AN EXEMPTION INVOKED UNDER DIVISION 5A OF PART IV OF THE COMPANIES ACT, CHAPTER 50, OF SINGAPORE AND THE PERSONS TO WHOM THE SECURITIES MAY BE OFFERED AND SOLD UNDER SUCH EXEMPTIONS. ____________________ NOTICE TO RESIDENTS OF SPAIN NEITHER THE OFFERED NOTES NOR THIS DOCUMENT HAVE BEEN APPROVED OR REGISTERED IN THE ADMINISTRATIVE REGISTRIES OF THE SPANISH SECURITIES MARKETS COMMISSION (COMISIÓN NACIONAL DEL MERCADO DE VALORES). ACCORDINGLY, THE OFFERED NOTES MAY NOT BE OFFERED IN SPAIN EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES IN SPAIN WITHIN THE MEANING OF ARTICLE 30BIS OF THE SPANISH SECURITIES MARKET LAW OF 28 JULY 1988 (LEY 24/1988, DE 28 DE JULIO, DEL MERCADO DE VALORES), AS AMENDED AND RESTATED, AND SUPPLEMENTAL RULES ENACTED THEREUNDER. ____________________ NOTICE TO RESIDENTS OF SWITZERLAND THIS DOCUMENT HAS BEEN PREPARED FOR PRIVATE INFORMATION PURPOSES OF INTERESTED INVESTORS ONLY. IT MAY NOT BE USED FOR AND SHALL NOT BE DEEMED A PUBLIC OFFERING OF THE OFFERED NOTES. NO APPLICATION HAS BEEN MADE UNDER SWISS LAW TO PUBLICLY MARKET THE OFFERED NOTES IN OR OUT OF SWITZERLAND. THEREFORE, NO PUBLIC OFFER OF THE OFFERED NOTES OR PUBLIC DISTRIBUTION OF THIS DOCUMENT MAY BE MADE IN OR OUT OF SWITZERLAND. THIS DOCUMENT IS STRICTLY FOR PRIVATE USE BY ITS HOLDER AND MAY NOT BE PASSED ON TO THIRD PARTIES. xx
____________________ NOTICE TO RESIDENTS OF TAIWAN THE OFFER OF THE OFFERED NOTES HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND FUTURES COMMISSION OF THE REPUBLIC OF CHINA PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS AND MAY NOT BE OFFERED OR SOLD WITHIN THE REPUBLIC OF CHINA THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCE WHICH CONSTITUTES AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF THE REPUBLIC OF CHINA THAT REQUIRES A REGISTRATION OR APPROVAL OF THE SECURITIES AND FUTURES COMMISSION OF THE REPUBLIC OF CHINA. ____________________ NOTICE TO RESIDENTS OF TURKEY THE OFFERED NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SERMAYE PIYASASI KURULU (CAPITAL MARKETS BOARD) UNDER THE CAPITAL MARKETS LAW NO. 2499, AS AMENDED, AND RELATED COMMUNIQUES OF THE REPUBLIC OF TURKEY. THE OFFERED NOTES MAY NOT BE OFFERED OR DISTRIBUTED IN A MANNER THAT WOULD CONSTITUTE A PUBLIC OR PRIVATE OFFERING IN TURKEY, AND NEITHER THIS OFFERING CIRCULAR NOR ANY OTHER OFFERING MATERIAL RELATING TO THE OFFERED NOTES MAY BE DISTRIBUTED IN CONNECTION WITH ANY SUCH OFFERING OR DISTRIBUTION. THE OFFERED NOTES MAY BE ACQUIRED BY RESIDENTS OF TURKEY ONLY PURSUANT TO ARTICLE 15 OF DECREE NO. 32 ON THE PROTECTION OF THE VALUE OF THE TURKISH CURRENCY. ____________________ NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES THE OFFERING OF THE OFFERED NOTES HAS NOT BEEN APPROVED BY THE UAE CENTRAL BANK AND ACCORDINGLY THE OFFERED NOTES MAY NOT BE OFFERED IN THE UNITED ARAB EMIRATES. EACH OF THE CO ISSUERS, THE COLLATERAL MANAGER AND THE INITIAL PURCHASER REPRESENTS AND WARRANTS THAT THE OFFERED NOTES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED TO THE PUBLIC IN THE UNITED ARAB EMIRATES. FURTHER, THIS OFFERING CIRCULAR IS ADDRESSED ONLY TO THE RECIPIENT PARTY AND MAY NOT BE TRANSFERRED THEREAFTER. ____________________ NOTICE TO RESIDENTS OF THE UNITED KINGDOM EACH OF THE INITIAL PURCHASER AND THE CO-ISSUERS HAS AGREED THAT (I) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE OFFERED NOTES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM; AND (II) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES IN CIRCUMSTANCES IN WHICH SECTION 21(1) DOES NOT APPLY TO THE CO-ISSUERS. xxi
Page 1 and 2: OFFERING CIRCULAR Attentus CDO I, L
Page 3 and 4: (other than the Class A-1 Notes) in
Page 5 and 6: DELIVERY OF THIS OFFERING CIRCULAR
Page 7 and 8: UNITED STATES PRIMARILY FOR THE BEN
Page 9 and 10: as defined in Regulation S under th
Page 11 and 12: DOLLAR EQUIVALENT OF AT LEAST A$500
Page 13 and 14: VARY DEPENDING ON THE RELEVANT JURI
Page 15 and 16: ____________________ NOTICE TO RESI
Page 17 and 18: ____________________ NOTICE TO RESI
Page 19: ____________________ NOTICE TO RESI
Page 23 and 24: obtained from the Trustee. It is no
Page 25 and 26: TABLE OF CONTENTS (continued) Page
Page 27 and 28: The Class A-1 Notes, the Class A-2
Page 29 and 30: The Issuer will not have any materi
Page 31 and 32: payable on such next succeeding Bus
Page 33 and 34: the Offered Notes.” Additionally,
Page 35 and 36: Mandatory Redemption of Senior Note
Page 37 and 38: “Description of the Offered Notes
Page 39 and 40: Entities for which the primary expe
Page 41 and 42: Form, Registration and Transfer of
Page 43 and 44: nonexempt prohibited transaction un
Page 45 and 46: case of a governmental, foreign or
Page 47 and 48: No Combination Note (or any interes
Page 49 and 50: ERISA Matters: See “Certain ERISA
Page 51 and 52: Class and that remain outstanding h
Page 53 and 54: greater than the liquidation value
Page 55 and 56: As a general matter, in the case of
Page 57 and 58: of performing the Coverage Tests, a
Page 59 and 60: Backed Securities” and similar ri
Page 61 and 62: among other things, a substantial r
Page 63 and 64: Indenture intended to ensure that s
Page 65 and 66: Debentures and Trust Preferred Secu
Page 67 and 68: should arise in any manner, the Col
Page 69 and 70: Investment Company Act. None of the
Page 71 and 72:
approximately equal to the market p
Page 73 and 74:
Interest Rate Risk. The Senior Note
Page 75 and 76:
Changes in Tax Law; Withholding on
Page 77 and 78:
In January 2003, the Financial Acco
Page 79 and 80:
verification purposes, an applicati
Page 81 and 82:
Any interest on the Class C-2 Notes
Page 83 and 84:
Calculation Agent by reference to r
Page 85 and 86:
Class C-1 Notes, fifth, the Class C
Page 87 and 88:
in its payment obligations thereund
Page 89 and 90:
“Reg Y Institution” means any H
Page 91 and 92:
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 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 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
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
Page 215 and 216:
investment is consistent with any a
Page 217 and 218:
BUYER OR (2) AN ACCREDITED INVESTOR
Page 219 and 220:
CODE (OR, IN THE CASE OF A GOVERNME
Page 221 and 222:
The initial purchaser of Subordinat
Page 223 and 224:
VOID AB INITIO, AND WILL NOT OPERAT
Page 225 and 226:
LISTING AND GENERAL INFORMATION 1.
Page 227 and 228:
LEGAL MATTERS Certain United States
Page 229 and 230:
Class C-1 Deferred Interest........
Page 231 and 232:
Global Senior Notes................
Page 233 and 234:
Real Estate Entities ..............
Page 235 and 236:
Trust Preferred Securities Issuer..
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Attentus CDO I Offering Circular - Irish Stock Exchange

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