Attentus CDO I Offering Circular - Irish Stock Exchange
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