Attentus CDO I Offering Circular - Irish Stock Exchange

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Regulation S Note International Securities Identification Numbers Restricted Note International Securities Identification Numbers Regulation S Note CUSIP Numbers Restricted Note CUSIP Numbers Class A-1 Notes G0693N AA 2 049730 AA 2 USG0693NAA21 US049730AA28 Class A-2 Notes G0693N AB 0 049730 AB 0 USG0693NAB04 US049730AB01 Class B Notes G0693N AC 8 049730 AC 8 USG0693NAC86 US049730AC83 Class C-1 Notes G0693N AD 6 049730 AD 6 USG0693NAD69 US049730AD66 Class C-2A Notes G0693N AE 4 049730 AE 4 USG0693NAE43 US049730AE40 Class C-2B Notes G0693N AF 1 049730 AF 1 USG0693NAF18 US049730AF15 Class D Notes G0693N AG 9 049730 AG 9 USG0693NAG90 US049730AG97 Class E Notes G0693N AH 7 049730 AH 7 USG0693NAH73 US049730AH70 Subordinated Notes G06902 AA 1 049728 AA 6 USG06902AA14 US049728AA63 Combination Notes G06902 AB 9 049728 AB 4 USG06902AB96 US049728AB47 201
LEGAL MATTERS Certain United States legal matters with respect to the Offered Notes will be passed upon for the Co-Issuers and the Initial Purchaser by Thacher Proffitt & Wood LLP. Certain Cayman Islands legal matters with respect to the Issuer will be passed upon by Maples and Calder. Certain United States legal matters with respect to the Collateral Manager will be passed upon by Dechert LLP. 202
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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
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Plan Investors owning 25% or more o
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(iii) In addition, no Reg Y Institu
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(x) DTC has advised the Co-Issuers
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or clause (ii) above under “Event
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obligations under any instrument in
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Counterparty that such Hedge Counte
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trust executed in connection with t
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Until such time as a Holder of a Co
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confirmation, together with any con
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Maples Finance Limited will act as
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of withdrawal to the Company Announ
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(iii) (iv) (v) (vi) (vii) (viii) (i
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The Portfolio It is expected that o
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Prior to the termination of any Ext
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amount equal to the aggregate Princ
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following such merger, consolidatio
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securities) initially issued after
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Certain Covenants If (i) there has
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Because the Issuer may own less tha
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maturity of any Senior Indebtedness
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The Collateral Manager shall prompt
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(iii) establishing recovery floors
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Moody's Rating Moody's Rating Facto
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Weighted Average Life Test. “Weig
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“B3”; (3) has received a long-t
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(xvi) if such Additional Collateral
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non-public or otherwise might prohi
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February 24, 2006 among, inter alia
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(or shall not have a long-term or s
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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: LISTING AND GENERAL INFORMATION 1.
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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