Attentus CDO I Offering Circular - Irish Stock Exchange

The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the
Class C-1 Notes, the Class C-2 Notes, the Class D Notes and the
Class E Notes are collectively referred to herein as the “Senior
Notes.” The Senior Notes and the Subordinated Notes are
collectively referred to herein as the “Notes” and each, a “Note.”
The Senior Notes, the Subordinated Notes and the Combination
Notes are collectively referred to herein as the “Offered Notes.”
Each of the Class A-1 Notes, the Class A-2 Notes, the Class B
Notes, the Class C-1 Notes, the Class C-2A Notes, the Class C-2B
Notes, the Class D Notes, the Class E Notes, the Combination Notes
and the Subordinated Notes are referred to herein as a “Class” of
Notes.
On the Closing Date the Issuer will issue the Combination Notes.
The Combination Notes consist of two components (each, a
“Component”), which components represent U.S.$5,000,000 Class
C-2A Notes and U.S.$5,000,000 Subordinated Notes. The
Component of the Combination Notes that represents the Class C-2A
Notes is referred to herein as a “Senior Note Component” and the
Component of the Combination Notes that represents the
Subordinated Notes is referred to herein as a “Subordinated Note
Component.” The Combination Notes will be entitled only to the
payments to which the Notes represented by its Components are
entitled. See “Description of the Offered Notes — Combination
Notes.”
The Offered Notes will be issued, and the Senior Notes and the
Combination Notes (to the extent of the Senior Note Component
thereof) will be secured, pursuant to an Indenture to be dated as of
May 2, 2006 (the “Indenture”), among the Issuer, the Co-Issuer and
JPMorgan Chase Bank, National Association, as trustee (in such
capacity, together with its permitted successors in such capacity, the
“Trustee”). Each Hedge Counterparty will be an express third party
beneficiary of the Indenture. The Senior Notes will be non-recourse
debt obligations of the Co-Issuers (or, in the case of the Class E
Notes, the Issuer), secured solely by a pledge of the Collateral by the
Issuer to the Trustee pursuant to the Indenture for the benefit of the
holders from time to time of the Senior Notes, the Trustee, the
Collateral Manager and the Hedge Counterparties (collectively, the
“Secured Parties”). See “Description of the Offered Notes—Status
and Security.” The Subordinated Notes will be non-recourse
obligations of the Issuer and will be unsecured. The Notes are
payable solely from the Collateral.
All of the Class A-1 Notes are entitled to receive payments pari
passu among themselves, all of the Class A-2 Notes are entitled to
receive payments pari passu among themselves, all of the Class B
Notes are entitled to receive payments pari passu among themselves,
all of the Class C-1 Notes are entitled to receive payments pari
passu among themselves, all of the Class C-2 Notes are entitled to
receive payments pari passu among themselves, all of the Class D
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