Attentus CDO I Offering Circular - Irish Stock Exchange

Entities for which the primary expected source of repayment is
income from real estate assets (“Senior Unsecured Loans” and,
together with Senior Secured Loans, “Senior Loans”) or one or more
trust certificates each of which represents an ownership interest in a
grantor trust which will hold one or more of such Senior Loans (and
all references herein to Senior Loans, including in the Collateral
Debt Security Criteria, shall refer to such Senior Loans and not to
such trust certificates), and (f) Synthetic Securities referencing
CMBS issued by Synthetic Securities Issuers, that in each case at the
time of its purchase and initial pledge, meets the criteria necessary to
qualify as a Collateral Debt Security and satisfies other Eligibility
Criteria applicable to such security. If the junior subordinated
deferrable interest debt securities issued by a Real Estate Entity to its
trust subsidiary (the “Corresponding Debentures”) are exchanged for
related Trust Preferred Securities, thereafter such Corresponding
Debentures will become Collateral Debt Securities.
Liquidation of Collateral:
Placement:
In May 2036, or in connection with any Optional Redemption, Tax
Redemption, Auction Call Redemption or other redemption of the
Notes in accordance with the terms of the Indenture, the Collateral
Debt Securities, Eligible Investments and other Collateral will be
liquidated. All net proceeds from such liquidation and all available
cash will be applied to the payment (in the order of the respective
priorities set forth under “Description of the Offered Notes—Priority
of Payments”) of all (i) fees, (ii) expenses (including the amounts
due to the Hedge Counterparties) and (iii) principal of (including
Class C-1 Deferred Interest, Class C-2 Deferred Interest, Class D
Deferred Interest and Class E Deferred Interest) and interest on
(including any Defaulted Interest, interest on Defaulted Interest and
interest on any Class C-1 Deferred Interest, Class C-2 Deferred
Interest, Class D Deferred Interest and Class E Deferred Interest) the
Senior Notes. After all other payments required pursuant to the
Indenture and the payment of the costs and expenses of such
liquidation, the establishment of adequate reserves to meet all
contingent, unliquidated liabilities or obligations of the Co-Issuers,
the return to the owner of the Issuer’s ordinary shares of the
U.S.$250 of capital contributed to the Issuer in respect of such
ordinary shares and the payment of a U.S.$250 profit fee to such
owner, net proceeds from such liquidation and available cash
remaining will be distributed to the Holders of the Subordinated
Notes.
The Offered Notes are being offered for sale (i) in the United States
or to U.S. Persons only to Qualified Purchasers that are either (A)
Qualified Institutional Buyers, purchasing for their own account, to
whom notice is given that the resale, pledge or other transfer is being
made in reliance on the exemption from Securities Act registration
provided by Rule 144A or (B) (x) in the case of the Senior Notes or
Combination Notes, to institutional “accredited investors,” as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act (“Institutional Accredited Investors”) or (y) in the
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