Attentus CDO I Offering Circular - Irish Stock Exchange

(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 (e.g., the Subordinated Notes are Subordinate to 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). Except as otherwise described herein, no payment of interest on any Class
of Notes or distribution on the Subordinated Notes will be made from Interest Proceeds or Principal
Proceeds until all accrued and unpaid interest on the Notes of each Class that is Senior to such Class and
that remains outstanding has been paid in full. Except as otherwise described herein (and as set forth in
the Priority of Payments), no payment of principal of any Class of Notes will be made until all principal
of, and accrued and unpaid interest on, the Notes of each Class that is Senior to such Class and that
remains outstanding has been paid in full. See “Description of the Offered Notes—Priority of Payments.”
Each Holder of a Combination Note will, to the extent of any Component constituting a portion of such
Combination Note, be entitled to the same rights with respect to such Component as if such Holder
directly held a Note of the Class represented by such Component in a principal amount equal to the
amount of such Component. Each purchaser of a Combination Note should therefore carefully review
each provision of this Offering Circular applicable to such Class of Notes before deciding whether or not
to purchase a Combination Note containing a Component that represents a Note of such Class.
The Offered Notes are subject to optional, mandatory, auction call and tax redemption under the
circumstances described under “Description of the Offered Notes—Mandatory Redemption,” “—Optional
Redemption and Tax Redemption,” “—Auction Call Redemption” and “—Priority of Payments.”
On each Distribution Date, to the extent funds are available therefor in accordance with the Priority of
Payments, Interest Proceeds will be paid to the Holders of the Subordinated Notes only after the payment
of interest on the Senior Notes and certain other amounts in accordance with the Priority of Payments.
Until the Senior Notes have been paid in full, Principal Proceeds will not be available to make
distributions in respect of the Subordinated Notes. After the Senior Notes have been paid in full, Interest
Proceeds and Principal Proceeds remaining after all other applications under the Priority of Payments will
be paid to the Holders of the Subordinated Notes on each Distribution Date. Distributions will be made in
cash.
The Senior Notes (other than the Class E Notes) offered by the Co-Issuers and the Class E Notes,
Combination Notes and Subordinated Notes offered by the Issuer will be offered in reliance on an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Senior Notes sold to Qualified Purchasers that are either Qualified Institutional Buyers or Institutional
Accredited Investors in reliance on the exemption from the registration requirements of the Securities Act
provided by Section 4(2) and/or Rule 144A thereof will be issued in the form of one or more permanent
global notes in definitive, fully registered form without interest coupons (the “Restricted Global Senior
Notes”), deposited with the Trustee as custodian for, and registered in the name of, DTC or its nominee.
Interests in Restricted Global Senior Notes will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its Participants and Indirect Participants. The Senior Notes
offered to Non-U.S. Persons outside the United States will be offered in reliance upon Regulation S under
the Securities Act and will be represented by one or more global notes (“Regulation S Global Senior
Notes”) in fully registered form without interest coupons deposited with the Trustee as custodian for, and
registered in the name of, DTC or its nominee. Except in the limited circumstances described herein,
certificated Senior Notes will not be issued in exchange for beneficial interests in a global note. See
“Description of the Offered Notes—Form, Denomination, Registration and Transfer.”
The Subordinated Notes will be subject to certain restrictions on transfer and will bear a legend regarding
such restrictions. Subordinated Notes sold to Qualified Purchasers that are either Qualified Institutional
Buyers or Accredited Investors in reliance on the exemption from the registration requirements of the
Securities Act provided by Section 4(2) and/ or Rule 144A thereof will be issued in fully registered
definitive form registered in the name of the legal and beneficial owner thereof (“Restricted Subordinated
Notes”). Subordinated Notes offered outside the United States to persons that are not U.S. Persons will
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