Attentus CDO I Offering Circular - Irish Stock Exchange

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owner fails to effect the transfer required within such 30-day period, (x) upon direction from the Issuer, the Trustee (on behalf of and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Subordinated Notes to be transferred in a commercially reasonable sale (conducted by the Administrator in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York) to a person that certifies to the Trustee, the Issuer and the Collateral Manager, in connection with such transfer, that such person is Qualified Purchaser who is either a Qualified Institutional Buyer or an Accredited Investor (provided that any such transfer to an Accredited Investor that is not also a Qualified Institutional Buyer shall be subject to the delivery of such certifications, legal opinions or other information as the Issuer may reasonably require to confirm that such transfer of Restricted Subordinated Notes is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act) and (y) pending such transfer, no further payments will be made in respect of such Subordinated Notes held by such beneficial owner. Form, Registration and Transfer of the Combination Notes: Combination 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 represented by notes in fully registered definitive form registered in the name of the legal and beneficial owner thereof (“Restricted Combination Notes”) or a nominee acting on behalf of the disclosed legal and beneficial owner thereof. Owners of beneficial interests in the Combination Notes will not be considered to be the owners or holders of any Subordinated Notes under the Indenture. The Combination Notes offered in reliance upon Regulation S (“Regulation S Combination Notes”) will be represented by one or more global notes in definitive, fully registered form (the “Regulation S Global Combination Note”), deposited with the Trustee as custodian for, and registered in the name of, DTC (or its nominee) and deposited with or on behalf of DTC initially for the accounts of Euroclear and/or Clearstream, Luxembourg. Interests in the Regulation S Global Combination Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its Participants and indirect Participants (including, without limitation, Euroclear and/or Clearstream, Luxembourg). Under certain limited circumstances described herein, definitive registered Combination Notes may be issued in exchange for Regulation S Global Combination Notes. 21
No Combination Note (or any interest therein) may be transferred to a transferee acquiring an interest in a Restricted Combination Note except (a) to a Qualified Purchaser that is a Qualified Institutional Buyer, purchasing for its 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, (b) in compliance with the certification (if any) and other requirements set forth in the Indenture and (c) in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. No Combination Note (or any interest therein) may be transferred to a transferee acquiring an interest in a Regulation S Combination Note except (a) to a transferee that is acquiring such interest in an offshore transaction (within the meaning of Regulation S) in accordance with Rule 904 of Regulation S, (b) in compliance with the certification (if any) and other requirements set forth in the Indenture and (c) in accordance with any applicable securities laws of any state of the United States and any other relevant jurisdiction. In addition, no Combination Notes (or any interest therein) may be transferred to a transferee that is (A) an “employee benefit plan” as defined in Section 3(3) ERISA, whether or not subject to ERISA, including, without limitation, foreign, church and governmental plans, (B) a “plan” described in Section 4975(e)(1) of the Code, (C) an entity whose underlying assets would be deemed to include “plan assets” by reason of the investment by an employee benefit plan or other plan in the entity within the meaning of 29 C.F.R. Section 2510.3-101 or otherwise (each of the foregoing a “Benefit Plan Investor”) or (D) the Issuer, the Initial Purchaser, the Collateral Manager or any other person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the Issuer or a person who provides investment advice for a fee (direct or indirect) with respect to the assets of the Issuer, or any “affiliate” (as defined in 29 C.F.R. Section 2510.3-101(f)(3)) of any such person. In addition, no Combination Notes (or any interest therein) may be transferred, and neither the Trustee nor the Issuer will recognize any such transfer, unless (a) such transfer is made in a manner exempt from registration under the Securities Act, (b) such transfer is made in denominations greater than or equal to the minimum principal amount of Combination Notes permitted pursuant to the Indenture, (c) such transfer would not have the effect of requiring the Issuer or the Collateral to register as an investment company under the Investment Company Act, (d) the transferee is able to make all applicable representations, and deliver all applicable certifications, if any, required by the Indenture and (e) the transferee provides to the Trustee all information required pursuant to the terms of the Indenture. 22
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 and 30: The Issuer will not have any materi
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: case of a governmental, foreign or
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
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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
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Moody's Rating Moody's Rating Facto
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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
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(or shall not have a long-term or s
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The obligations of the Issuer under
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in its capacity as a banking instit
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Account prior to the release of the
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Institutions Group at Morgan Stanle
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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
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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
Page 197 and 198:
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
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(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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