Attentus CDO I Offering Circular - Irish Stock Exchange

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Notes are entitled to receive payments pari passu among themselves, all of the Class E Notes are entitled to receive payments pari passu among themselves, all of the Combination Notes are entitled to receive payments pari passu among themselves and all of the Subordinated Notes are entitled to receive payments pari passu among themselves. Except as otherwise described herein, the relative order of seniority of payment of each Class of Notes on each Distribution Date is as follows: first, Class A-1 Notes, second, Class A-2 Notes, third, Class B Notes, fourth, Class C-1 Notes, fifth, Class C-2 Notes, sixth, Class D Notes, seventh, Class E Notes and eighth, Subordinated Notes, with, except as otherwise described herein, (a) each Class of Notes (other than the Subordinated Notes) in such list being “Senior” to each other Class of Notes that follows such Class of Notes in such list and (b) each Class of Notes (other than the Class A-1 Notes) in such list being “Subordinate” to each other Class of Notes that precedes such Class of Notes in such list. The Issuer: Attentus CDO I, Ltd. (the “Issuer”) is an exempted company incorporated with limited liability under The Companies Law (2004 Revision) of the Cayman Islands pursuant to the Memorandum and Articles of Association of the Issuer (collectively, the “Issuer Charter”). The entire issued share capital of the Issuer consists of 250 ordinary shares, par value U.S.$1.00 per share, each of which will be held in trust for charitable purposes by Maples Finance Limited in the Cayman Islands (the “Share Trustee”) under the terms of a declaration of trust. The Indenture will provide that the activities of the Issuer are limited to (1) investing in and disposing of Collateral Debt Securities and Eligible Investments, (2) the entering into of, and the performance of its obligations under, the Indenture, the Collateral Management Agreement, the Collateral Administration Agreement and the Purchase Agreement, (3) entering into and performing its obligations under the Hedge Agreements, (4) the issuance and sale of the Offered Notes, (5) the pledge of the Collateral as security for its obligations in respect of the Senior Notes and the Combination Notes (to the extent of the Senior Note Component thereof) and otherwise for the benefit of the Secured Parties, (6) owning the Co-Issuer, (7) other activities incidental to the foregoing and paying the expenses of the Issuer incurred in the ordinary course of its business otherwise permitted under the Indenture and (8) doing or performing any action or thing which is required by or ancillary to the attainment of the activities specified in clauses (1) to (7) above, including supplementing or restructuring the transactions contemplated by the activities specified in clauses (1) to (7) above or any of the agreements, deeds or other documents entered into by the Issuer pursuant thereto, and entering into further agreements, understandings and contracts and executing certificates, affidavits, notices and any other documentation in respect of the transactions contemplated by the activities specified in clauses (1) to (7) above. 3
The Issuer will not have any material assets other than the Collateral Debt Securities, Eligible Investments, membership interests in the Co-Issuer and rights under the Hedge Agreements and under certain other agreements entered into as described herein, which assets will be the only source of funds available to make payments on the Offered Notes. The Co-Issuer: Attentus CDO I, LLC is a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) that was organized for the sole purpose of co-issuing the Senior Notes (other than the Class E Notes). The Co-Issuer will be capitalized only to the extent of the contribution of the Issuer, its sole member, will have no assets other than such contribution, will have no debt other than as Co-Issuer of the Senior Notes (other than the Class E Notes) and will not pledge any assets to secure the Notes. The Co-Issuer will not have any interest in the Collateral Debt Securities held by the Issuer and will have no claim against the Issuer in respect of the Collateral Debt Securities or otherwise. The Co-Issuer will not co-issue the Class E Notes, the Subordinated Notes or the Combination Notes. Collateral Manager: Use of Proceeds: Attentus Management Group, LLC, a Delaware limited liability company (“AMG” or the “Collateral Manager”), will monitor the Collateral under a Collateral Management Agreement to be entered into between the Issuer and the Collateral Manager (the “Collateral Management Agreement”). Pursuant to the Collateral Management Agreement and in accordance with the Indenture, the Collateral Manager will (i) determine, upon the request of the Trustee, when payments received in respect of the Collateral Debt Securities shall be applied as Principal Proceeds and when such payments shall be applied as Interest Proceeds, such determination to be made in accordance with the Indenture, (ii) facilitate the acquisition and settlement of Collateral Debt Securities by the Issuer, (iii) administer the Collateral Debt Securities, (iv) advise the Issuer with respect to the disposition of Collateral Debt Securities, (v) advise the Issuer with respect to the selection of Eligible Investments, (vi) monitor the Hedge Agreements and (vii) take certain other actions on behalf of the Issuer in accordance with the terms of the Collateral Management Agreement. For a summary of certain provisions of the Collateral Management Agreement and certain other information concerning the Collateral Manager, including key individuals associated therewith who will be administering the Issuer’s portfolio, see “The Collateral Manager” and “The Collateral Management Agreement.” The gross proceeds received from the issuance and sale of the Offered Notes will be approximately U.S.$514,000,000. A portion of such proceeds will be used to pay the organizational fees and expenses of the Co-Issuers (including, without limitation, the legal fees and expenses of counsel to the Co-Issuers, the Initial Purchaser 4
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 23 and 24: obtained from the Trustee. It is no
Page 25 and 26: TABLE OF CONTENTS (continued) Page
Page 27: The Class A-1 Notes, the Class A-2
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
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(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
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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
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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
Page 165 and 166:
(xvi) if such Additional Collateral
Page 167 and 168:
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
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equal to the shortfall will be defe
Page 189 and 190:
purposes, and if the entity has tax
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U.S. Holder and stating that the No
Page 193 and 194:
eporting requirement which may appl
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persons or the fiduciaries of the B
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LIMITATION, FOREIGN AND GOVERNMENTA
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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
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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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