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Attentus CDO I Offering Circular - Irish Stock Exchange

Attentus CDO I Offering Circular - Irish Stock Exchange

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LISTING AND GENERAL INFORMATION<br />

1. Application has been made to the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> for the Offered Notes to be<br />

admitted to the Official List and to trading on its regulated market. It is expected that the total expenses<br />

relating to the application for admission of the Offered Notes to the official list of the <strong>Irish</strong> <strong>Stock</strong><br />

<strong>Exchange</strong> and to trading on its regulated market will be approximately U.S.$25,000. Copies of this<br />

<strong>Offering</strong> <strong>Circular</strong>, the Issuer Charter, the Collateral Management Agreement, the Hedge Agreements, the<br />

Purchase Agreement, the Collateral Administration Agreement, the Certificate of Formation and LLC<br />

Agreement of the Co-Issuer and the Indenture will be available for inspection at the registered office of<br />

the Issuer, in electronic format for the life of this document.<br />

2. Copies of the Issuer Charter, the Certificate of Formation and LLC Agreement of the Co-<br />

Issuer, the resolutions of the Board of Directors of the Issuer authorizing the issuance of the Offered<br />

Notes and the resolutions of the sole member of the Co-Issuer authorizing the issuance of the Senior<br />

Notes (other than the Class E Notes), the Indenture and the Collateral Management Agreement may be<br />

obtained free of charge upon request within 30 days of the date of the final <strong>Offering</strong> <strong>Circular</strong> at the office<br />

of the Trustee on behalf of the Issuer. The Co-Issuers do not intend to provide any post-issuance<br />

information in relation to the Offered Notes.<br />

3. Each of the Co-Issuers represents that there has been no material adverse change in its<br />

financial position since its date of creation. The Co-Issuers are not, and have not since formation, been,<br />

involved in any governmental legal or arbitration proceedings relating to the Offered Notes or claims in<br />

amounts which may have or have had a material effect on the Co-Issuers in the context of the issue of the<br />

Offered Notes, nor, so far as each such Co-Issuer is aware, is any such governmental legal or arbitration<br />

involving it pending or threatened.<br />

4. The issuance of the Offered Notes will be authorized by the Board of Directors of the<br />

Issuer by resolutions to be passed on or about May 1, 2006. The issuance of the Senior Notes will be<br />

authorized by the sole member of the Co-Issuer by resolutions to be passed on or about May 2, 2006.<br />

Since formation, neither the Issuer nor the Co-Issuer has commenced trading, prepared financial<br />

statements or established any accounts, except as disclosed herein or accounts used to hold amounts<br />

received with respect to share capital and fees.<br />

6. The Co-Issuer is not required by the law of the State of Delaware, and the Co-Issuer does<br />

not intend, to publish annual reports and accounts. The Issuer is not required by Cayman Islands law, and<br />

the Issuer does not intend, to publish annual reports and accounts. The Indenture requires the Issuer to<br />

provide the Trustee with written confirmation, on an annual basis, that to the best of its knowledge, no<br />

Event of Default or Default or other matter required to be brought to the Trustee’s attention has occurred<br />

during the prior year or, if one has, specifying the same.<br />

7. The Hedge Counterparty providing an interest rate swap is The Bank of New York<br />

having an office at 32 Old Slip, 16 th Floor, New York, New York 10286.<br />

8. Notes sold in offshore transactions in reliance on Regulation S and represented by<br />

Regulation S Global Senior Notes or Regulation S Global Subordinated Notes, as applicable, have been<br />

accepted for clearance through Euroclear and Clearstream, Luxembourg. The table below lists the CUSIP<br />

(CINS) Numbers and the International Securities Identification Numbers (ISIN) for Senior Notes<br />

represented by Regulation S Global Senior Notes, Restricted Global Senior Notes, Regulation S Global<br />

Subordinated Notes and Restricted Subordinated Notes:<br />

200

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