Attentus CDO I Offering Circular - Irish Stock Exchange

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and the Collateral Manager), to pay expenses relating to the acquisition of the Collateral Debt Securities (including the reimbursement of the Collateral Manager and its affiliates and the Initial Purchaser for such expenses), to pay the expenses of offering the Offered Notes (including initial purchaser fees or similar fees payable in connection with the placement of the Offered Notes), to pay the Up-Front Collateral Management Fee to the Collateral Manager and to make an initial deposit into the Expense Account of U.S.$100,000 as well as to pay an up-front payment in respect of the Hedge Agreement. In addition, the Issuer may on the Closing Date make a deposit in the Discretionary Interest Shortfall Reserve Account in an amount up to $750,000. The proceeds received from the sale and issuance of the Offered Notes, net of the foregoing, will be approximately U.S.$503,000,000 and will be used by the Issuer to purchase a diversified portfolio of Collateral Debt Securities. Any such proceeds not invested in Collateral Debt Securities or deposited into the Expense Account or the Discretionary Interest Shortfall Reserve Account on the Closing Date will be deposited by the Trustee in the Uninvested Proceeds Account and invested in Eligible Investments pending the use of such proceeds in accordance with the terms of the Indenture. See “Security for the Senior Notes.” Interest Payments on the Senior Notes: The Class A-1 Notes will bear interest at a floating rate per annum equal to LIBOR plus 0.37%. The Class A-2 Notes will bear interest at a floating rate per annum equal to LIBOR plus 0.46%. The Class B Notes will bear interest at a floating rate per annum equal to LIBOR plus 0.78%. The Class C-1 Notes will bear interest at a floating rate per annum equal to LIBOR plus 1.20%. The Class C- 2A Notes will bear interest at a floating rate per annum equal to LIBOR plus 1.45%. The Class C-2B Notes will bear interest at a fixed rate of 6.707% per annum prior to and including the Distribution Date occurring in May 2011 and at a floating rate per annum equal to LIBOR plus 1.45% thereafter. The Class D Notes will bear interest at a floating rate per annum equal to LIBOR plus 2.75%. The Class E Notes will bear interest at a floating rate per annum equal to LIBOR plus 5.25%. Interest on the Senior Notes will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Interest Period. Interest on the Senior Notes will accrue from the Closing Date. Accrued and unpaid interest will be payable quarterly in arrears on each Distribution Date, if and to the extent that funds are available on such Distribution Date in accordance with the Priority of Payments; provided, that in the event that any date identified as a Distribution Date, Redemption Date or Stated Maturity falls on a day other than a Business Day, the Distribution Date, Redemption Date or Stated Maturity, as the case may be, shall be deemed to be the next succeeding Business Day and with respect to any Senior Notes, interest that accrues with respect to the period from and after any such identified date to such next succeeding Business Day shall be 5
payable on such next succeeding Business Day. So long as any Class A Notes or Class B Notes are outstanding, any interest on the Class C-1 Notes that is not paid when due by operation of the Priority of Payments will be deferred (such interest being referred to herein as “Class C-1 Deferred Interest”). Any interest so deferred will be added to the Aggregate Outstanding Principal Amount (as defined herein) of the Class C-1 Notes and thereafter interest will accrue on the Aggregate Outstanding Principal Amount of the Class C-1 Notes, as so increased. So long as any Class A Notes or Class B Notes remain outstanding, failure to make payment in respect of interest on any Class C-1 Notes on any Distribution Date by reason of the operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Upon the payment of Class C-1 Deferred Interest previously capitalized as additional principal, the Aggregate Outstanding Principal Amount of the Class C-1 Notes will be reduced by the amount of such payment. So long as any Class A Notes, Class B Notes or Class C-1 Notes are outstanding, any interest on the Class C-2 Notes that is not paid when due by operation of the Priority of Payments will be deferred (such interest being referred to herein as “Class C-2 Deferred Interest”). Any interest so deferred will be added to the Aggregate Outstanding Principal Amount (as defined herein) of the Class C-2 Notes and thereafter interest will accrue on the Aggregate Outstanding Principal Amount of the Class C-2 Notes, as so increased. So long as any Class A Notes, Class B Notes or Class C- 1 Notes remain outstanding, failure to make payment in respect of interest on any Class C-2 Notes on any Distribution Date by reason of the operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Upon the payment of Class C- 2 Deferred Interest previously capitalized as additional principal, the Aggregate Outstanding Principal Amount of the Class C-2 Notes will be reduced by the amount of such payment. So long as any Class A Notes, Class B Notes or Class C Notes are outstanding, any interest on the Class D Notes that is not paid when due by operation of the Priority of Payments will be deferred (such interest being referred to herein as “Class D Deferred Interest”). Any interest so deferred will be added to the Aggregate Outstanding Principal Amount (as defined herein) of the Class D Notes and thereafter interest will accrue on the Aggregate Outstanding Principal Amount of such Notes, as so increased. So long as any Class A Notes, Class B Notes or Class C Notes remain outstanding, failure to make payment in respect of interest on the Class D Notes on any Distribution Date by reason of the operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Upon the payment of Class D Deferred Interest previously capitalized as additional principal, the Aggregate Outstanding Principal Amount of the Class D Notes will be reduced 6
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 and 28: The Class A-1 Notes, the Class A-2
Page 29: The Issuer will not have any materi
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
Page 137 and 138:
(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
Page 143 and 144:
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
Page 159 and 160:
Moody's Rating Moody's Rating Facto
Page 161 and 162:
Weighted Average Life Test. “Weig
Page 163 and 164:
“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
Page 169 and 170:
February 24, 2006 among, inter alia
Page 171 and 172:
(or shall not have a long-term or s
Page 173 and 174:
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 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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