Attentus CDO I Offering Circular - Irish Stock Exchange

Class C-2 Notes, the Holders of the Class C-2 Notes will be directly affected before the Holders of the
Class C-1 Notes, the Holders of the Class C-1 Notes will be directly affected before the Holders of the
Class B Notes, the Holders of the Class B Notes will be directly affected before the Holders of the Class
A-2 Notes and the Holders of the Class A-2 Notes will be directly affected before the Holders of the Class
A-1 Notes. The credit risk associated with the Collateral Debt Securities will be heightened to the extent
the Collateral Debt Securities are concentrated in particular issuers or regions that are adversely affected
by the factors described in “—Considerations Relating to the Collateral” and “Credit Risk and General
Liquidity Considerations” above. See “—Concentration Risk” below. Prospective purchasers of the
Offered Notes should consider and assess for themselves the likely level of defaults and the likely level
and timing of recoveries on the Collateral Debt Securities. In addition, a portion of the Collateral will
likely be acquired by the Issuer after the Closing Date in accordance with the Indenture, and, while a
schedule to the Indenture will identify each of the Collateral Debt Securities that the Issuer is permitted to
purchase after the Closing Date and prior to the Ramp-Up Completion Date, the Issuer will only be able
to purchase such securities in certain circumstances set forth in the Indenture and, accordingly, the
financial performance of the Issuer may be affected by the ability of the Issuer to purchase such collateral.
Certain Payments Senior to Payments in Respect of Notes. On each Distribution Date, in
accordance with the priority of payment provisions described herein, certain collections on the Collateral
Debt Securities will be used to make certain payments free and clear of the lien of the Indenture,
including payment of certain fees to the Collateral Manager, the Collateral Administrator, the Trustee and
the Hedge Counterparties. To the extent that any such distributions are made rather than retained as
additional collateral for the Notes, the amounts so distributed will not be available to support payments of
principal and interest subsequently payable in respect of the Notes.
Sale of Collateral Upon Default on Notes. A portion of the Collateral Debt Securities securing
the Senior Notes may have fixed interest rates that remain constant until their maturity, and a majority of
the Collateral Debt Securities securing the Senior Notes will bear interest based on a fixed margin over a
reference rate, which margin will remain constant until the maturity of such Collateral Debt Securities.
Accordingly, the market value of the fixed rate Collateral Debt Securities will generally fluctuate with
changes in market rates of interest. The market value of the Collateral Debt Securities will also generally
fluctuate with, among other things, general economic conditions, world political events, developments or
trends in any particular industry, the conditions of financial markets and the financial condition of the
issuers thereof. Therefore, if an Event of Default occurs with respect to the Notes, there can be no
assurance that the proceeds of any sale by the Trustee of Collateral Debt Securities and the other
Collateral securing the Senior Notes will be sufficient to pay in full any expenses of the Issuer or any
amounts payable to the Trustee, the Collateral Administrator or the Hedge Counterparties (all of which
amounts are payable prior to payments in respect of the Notes), to make payments of principal of and
interest on the Senior Notes or to make any distributions on the Subordinated Notes. However, certain
conditions set forth in the Indenture must be satisfied before the Trustee is permitted to sell Collateral
Debt Securities and the other Collateral pledged as security for the Senior Notes following an Event of
Default. See “Legal Structure—The Indenture—Events of Default.”
Original Issue Discount. Due to the fact that interest on the Class C-1 Notes, Class C-2 Notes,
Class D Notes and Class E Notes may be deferred, the Issuer will treat such Class of Notes as having
been issued with original issue discount (“OID”). As a consequence thereof, holders of Class C-1 Notes,
Class C-2 Notes, Class D Notes and Class E Notes may be required to accrue interest income prior to the
receipt of cash in respect of such income. See “Certain Income Tax Considerations” and the IRS Circular
230 Notice contained therein.
Interest Deductions; Recharacterization Redemption. From time to time, the IRS has challenged
taxpayers’ treatment as indebtedness of securities issued with characteristics similar to the Corresponding
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