Attentus CDO I Offering Circular - Irish Stock Exchange

case of the Subordinated Notes, to “accredited investors,” as defined
in Rule 501(a) of Regulation D under the Securities Act
(“Accredited Investors”), in reliance on the exemption from the
registration requirements of the Securities Act provided by Section
4(2) thereof and (ii) outside the United States to certain Non-U.S.
Persons in offshore transactions in reliance on Regulation S and, in
each case, in accordance with any other applicable law. See “Plan of
Distribution” and “Transfer Restrictions.”
Ratings:
Minimum Denominations:
It is a condition to the issuance of the Offered Notes that the Class
A-1 Notes be rated “Aaa” by Moody’s, “AAA” by Standard &
Poor’s and “AAA” by Fitch, that the Class A-2 Notes be rated “Aaa”
by Moody’s, “AAA” by Standard & Poor’s and “AAA” by Fitch,
that the Class B Notes be rated “Aa2” by Moody’s, “AA” by
Standard & Poor’s and “AA” by Fitch, that the Class C-1 Notes be
rated “Aa3” by Moody’s, “AA-” by Fitch and “AA-” by Standard &
Poor’s, that the Class C-2A Notes and the Class C-2B Notes be rated
“A” by Fitch and “A” by Standard & Poor’s, that the Class D Notes
be rated “BBB” by Standard & Poor’s and “BBB” by Fitch, and that
the Class E Notes be rated “BB” by Standard & Poor’s and “BB” by
Fitch. The Issuer expects that the Combination Notes will be rated
“BBB” by Fitch; however, it is not a condition to issuance of the
Notes that the Combination Notes be rated. The ratings of the Notes
(other than the Combination Notes) address the payment of interest
on and principal of such Notes. The rating of the Combination
Notes addresses the ultimate payment of principal of and interest at a
per annum rate equal to 2% on such securities. The Subordinated
Notes will not be rated.
The Notes will be issuable in a minimum denomination of
U.S.$250,000 (or, in the case of the Subordinated Notes,
U.S.$100,000) and will be offered only in such minimum
denomination or an integral multiple of U.S.$1,000 in excess
thereof. Each Component of a Combination Note must represent at
least the minimum denomination of each Class of Notes represented
thereby.
After issuance, (i) a Note (or any Component of a Combination
Note) may fail to be in compliance with the minimum denomination
requirement stated above as a result of the repayment of principal
thereof in accordance with the Priority of Payments or, in the case of
a Senior Note, in connection with any repayment of principal
required by the Rating Agencies following a Ramp-Up Ratings
Confirmation Failure and (ii) Class C-1 Notes, Class C-2 Notes (and
the Component of the Combination Notes representing Class C-2A
Notes), Class D Notes and Class E Notes may fail to be in an amount
which is an integral multiple of U.S.$250,000 due to the addition to
the principal amount thereof of Class C-1 Deferred Interest, Class C-
2 Deferred Interest, Class D Deferred Interest or Class E Deferred
Interest, respectively.
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