Attentus CDO I Offering Circular - Irish Stock Exchange

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of the market for its securities and may reduce the market price of such securities. In addition, changes in general economic conditions may affect the liquidity of the market for Trust Preferred Securities in general and may reduce the market prices of some or all of such securities. Little or no publicly available information may be available with respect to privately placed Trust Preferred Securities, which Trust Preferred Securities are likely to comprise a substantial portion or most of the aggregate amount of Collateral Debt Securities. If at any time the Trustee, in accordance with the terms of the Indenture, is instructed to sell or otherwise dispose of any Collateral Debt Securities, it may be difficult or impossible to sell or dispose of such securities in a timely manner, and it is unlikely that the proceeds will be equal to the unpaid principal thereof and interest thereon. Additional Liquidity Considerations—Certain Adverse Consequences to Holders Upon Deferral of Interest on Trust Preferred Securities. If a Real Estate Entity exercises the right to defer interest payments, the market price of the applicable Trust Preferred Security may not fully reflect the value of accrued but unpaid interest on the Corresponding Debenture. Therefore, if the Issuer sells a Trust Preferred Security during an interest deferral period, the Issuer may receive a lower return on its investment than someone who continued to hold such Trust Preferred Security. Additional Liquidity Considerations—Distribution of Corresponding Debentures. A Trust Preferred Securities Issuer may be terminated at any time before its expiration date at the option of the Real Estate Entity which, in some cases, requires that such termination does not result in a taxable event to holders of the related Trust Preferred Securities. As a result, and subject to the terms of the relevant declaration of trust or trust agreement, the Trust Preferred Securities Issuer may distribute the Corresponding Debentures to the holders of the Trust Preferred Securities and the common equity holders of the Trust Preferred Securities Issuer. In such a case, the Issuer would hold the Corresponding Debentures so distributed. However, there can be no assurance that a liquid trading market will develop in the Corresponding Debentures. The market prices for the Corresponding Debentures that may be distributed cannot be predicted with certainty. Accordingly, the Corresponding Debentures that are received upon a distribution thereof (or the Trust Preferred Securities held pending such a distribution) may trade at a discount to the price paid to purchase such Trust Preferred Securities. Real Estate Entity Securities General. A portion of the Collateral Debt Securities will consist of Senior Securities and Subordinated Securities. Senior Securities are generally unsecured and are senior debt obligations of Senior Securities Issuers meeting the eligibility criteria described herein. Subordinated Securities will be debt securities issued by Subordinated Securities Issuers that meet the applicable requirements set forth in the Eligibility Criteria. Subordinated Securities are subordinated to the claims of general creditors of the related Subordinated Securities Issuers, including the claims of holders of senior debt obligations of Subordinated Securities Issuers, and are unsecured. For a description of certain terms of the Real Estate Entity Securities and the documentation related thereto, see “Security for the Senior Notes.” Investments in Real Estate Entity Securities involve special risks. See “Considerations Regarding Real Estate Entities” for risks related to Real Estate Entities. In particular, Real Estate Entities generally are permitted to invest solely in real estate or real estate related assets, make loans secured by real estate or engage in the design, construction and sale of homes and are subject to the inherent risks associated with such investments, loans or homebuilding. Consequently, the financial condition of any Real Estate Entity may be affected by the risks described below with respect to commercial mortgage loans and mortgage-backed securities under “—Considerations relating to the Collateral—Commercial Mortgage- 33
Backed Securities” and similar risks, including (i) risks of delinquency and foreclosure and risks of loss in the event thereof, (ii) the dependence upon the successful operation of and net income from real property or loans secured by real property, (iii) risks generally incident to interests in real property, including those described above, (iv) risks that may be presented by the type, use and location of a particular commercial property and (v) the difficulty of converting certain property to an alternative use in the event that the operation of such commercial property for its original purpose becomes unprofitable for any reason. In addition, risks of Real Estate Entity Securities may include (among other risks) (i) limited liquidity and secondary market support, (ii) substantial market price volatility resulting from changes in prevailing interest rates, (iii) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates, (iv) the possibility that earnings of the Security Issuer may be insufficient to meet its debt service and (v) the declining creditworthiness and potential for insolvency of the Security Issuer during periods of rising interest rates and economic downturn. An economic downturn or an increase in interest rates could severely disrupt the market for Real Estate Entity Securities and adversely affect the value of outstanding Real Estate Entity Securities and the ability of the Security Issuers thereof to repay principal and interest. Also, because the Real Estate Entity Securities generally evidence unsecured debt obligations of the related Real Estate Entity, the Real Estate Entity Securities will rank junior to any secured debt of the related Real Estate Entity, and thus, the Real Estate Entity Securities would be subordinated to the prior payment in full of such debt. It is likely that the related Real Estate Entities will have outstanding debt secured by mortgages on one or more of their properties. Downward movements in interest rates could also adversely affect the performance of Senior Securities. Real Estate Entity Securities may have call or redemption features that would permit the issuer thereof to repurchase the securities from the Issuer. The Issuer may have difficulty disposing of certain Real Estate Entity Securities because of reduced secondary market liquidity for such securities. Reduced secondary market liquidity may have an adverse impact on market price and the Issuer’s ability to dispose of particular issues when necessary to meet the Issuer’s liquidity needs or in response to a specific economic event such as a deterioration in the creditworthiness of the issuer of such securities. Reduced secondary market liquidity for certain Real Estate Entity Securities also may make it more difficult for the Issuer to obtain accurate market quotations for purposes of valuing the Issuer’s portfolio. Market quotations are generally available on many Real Estate Entity Securities only from a limited number of dealers and may not necessarily represent firm bids of such dealers of prices for actual sales. Subordination of Subordinated Securities Issuers’ Obligations. Obligations of a Subordinated Securities Issuer under its Subordinated Securities will be unsecured and will rank junior in priority of payment to its Senior Indebtedness (whether now existing or hereafter incurred) and effectively will rank junior to all existing and future liabilities and obligations of its subsidiaries, if any. Therefore, a Subordinated Securities Issuer generally will not be able to make any payments of principal (including redemption payments) or interest on its Subordinated Securities or redeem, exchange, retire, purchase or otherwise acquire any Subordinated Securities if it defaults on a payment on its Senior Indebtedness or if the maturity of its Senior Indebtedness is accelerated. In the event of the bankruptcy, liquidation or dissolution of a Subordinated Securities Issuer, its assets would be available to pay obligations under its Subordinated Securities only after all payments had been made on its Senior Indebtedness. In addition, a Subordinated Securities Issuer may be a party to agreements with holders of its Senior Indebtedness that have the practical effect of further subordinating the rights of holders of the related Subordinated Securities to such holders of Senior Indebtedness under certain circumstances. Upon the bankruptcy, liquidation or dissolution of a Subordinated Securities Issuer, and subject to the applicable subordination provisions, generally the principal of and all unpaid interest on the 34
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OFFERING CIRCULAR Attentus CDO I, L
Page 3 and 4:
(other than the Class A-1 Notes) in
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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 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: of performing the Coverage Tests, a
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
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If the calculation of the Class A/B
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Notes and the registration of trans
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DTC notifies the Issuer that it is
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Plan Investors owning 25% or more o
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(iii) In addition, no Reg Y Institu
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(x) DTC has advised the Co-Issuers
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or clause (ii) above under “Event
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obligations under any instrument in
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Counterparty that such Hedge Counte
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trust executed in connection with t
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Until such time as a Holder of a Co
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confirmation, together with any con
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Maples Finance Limited will act as
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of withdrawal to the Company Announ
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(iii) (iv) (v) (vi) (vii) (viii) (i
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The Portfolio It is expected that o
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Prior to the termination of any Ext
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amount equal to the aggregate Princ
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following such merger, consolidatio
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securities) initially issued after
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Certain Covenants If (i) there has
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Because the Issuer may own less tha
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maturity of any Senior Indebtedness
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The Collateral Manager shall prompt
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(iii) establishing recovery floors
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Moody's Rating Moody's Rating Facto
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Weighted Average Life Test. “Weig
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“B3”; (3) has received a long-t
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(xvi) if such Additional Collateral
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non-public or otherwise might prohi
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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
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The Collateral Manager may resign u
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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
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eporting requirement which may appl
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persons or the fiduciaries of the B
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LIMITATION, FOREIGN AND GOVERNMENTA
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CLOSING DATE BY PERMITTED PLANS) (D
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that the Initial Purchaser reasonab
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clauses (i)-(iii) above. In certain
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(ii) a transferee acquiring an inte
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of Regulation S Class E Notes (othe
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INTEREST HEREIN WAS IN BREACH, AT T
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PROVIDE WRITTEN NOTICE OF THE TRANS
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Securities and Exchange Commission
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investment is consistent with any a
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BUYER OR (2) AN ACCREDITED INVESTOR
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CODE (OR, IN THE CASE OF A GOVERNME
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The initial purchaser of Subordinat
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VOID AB INITIO, AND WILL NOT OPERAT
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LISTING AND GENERAL INFORMATION 1.
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LEGAL MATTERS Certain United States
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Class C-1 Deferred Interest........
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Global Senior Notes................
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Real Estate Entities ..............
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Trust Preferred Securities Issuer..
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Attentus CDO I Offering Circular - Irish Stock Exchange

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