Attentus CDO I Offering Circular - Irish Stock Exchange

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that such person is both a Qualified Institutional Buyer and a Qualified Purchaser and (ii) pending such transfer, no further payments will be made in respect of such Note held by such beneficial owner. In addition, the Indenture provides that if, notwithstanding the restrictions on transfer contained therein, the Issuer determines that any beneficial owner of Subordinated Notes (i) is not a person or entity that acquired such interest in a transaction that was made in accordance with the terms of Regulation S and (ii) is not a Qualified Purchaser that is also (A) a Qualified Institutional Buyer or (B) an Accredited Investor, then the Issuer may require, by notice to such holder, that such holder sell all of its right, title and interest to such Subordinated Notes (or interest therein) to a Person that is a Qualified Purchaser and either a Qualified Institutional Buyer or an Accredited Investor, with such sale to be effected within 30 days after notice of such sale requirement is given; 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. If such beneficial 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 Trustee 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 a 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. Purchase of Collateral Debt Securities; Warehousing Arrangements. Substantially all of the Collateral Debt Securities purchased by the Issuer on the Closing Date will be purchased from a portfolio of Collateral Debt Securities held by CS or an affiliate of CS pursuant to a warehousing arrangement established by CS or such affiliate (the “CS Warehouse”). Some of the Collateral Debt Securities subject to such warehousing agreement may have been originally acquired by CS or such affiliate from CS, the Collateral Manager, one of their respective affiliates or any of their respective clients. CS or an affiliate of CS may have assisted in, or arranged for, the origination of a portion of the Collateral Debt Securities that will be purchased by the Issuer from the CS Warehouse. The Collateral Debt Securities that will be purchased by the Issuer from the CS Warehouse were purchased by the CS Warehouse at a price consistent with market levels. The Issuer will purchase Collateral Debt Securities from CS or an affiliate of CS only to the extent the Issuer determines (which determination shall be made in accordance with the restrictions set forth in the Indenture and may, in the case of purchases made after the Ramp-Up Completion Date, be based in part on recommendations made by the Collateral Manager) that such purchases are consistent with the investment guidelines and objectives of the Issuer, the restrictions contained in the Indenture and applicable law. In general, the purchases of Collateral Debt Securities by the Issuer on the Closing Date from the CS Warehouse will be made at a price mutually agreed upon by CS and the Collateral Manager. Prior to the Closing Date, hedging arrangements may be entered into with respect to certain of the Collateral Debt Securities in the CS Warehouse. The Issuer may assume certain losses and/or gains associated with the termination of such hedging arrangements. The price at which the Collateral Debt Securities are purchased by the Issuer, when taken together with the effect of such losses or gains, will cause the total consideration transferred in connection with the Collateral Debt Securities on the Closing Date to be 45
approximately equal to the market price of such Collateral Debt Securities on the Closing Date. Neither the price paid for the Collateral Debt Securities on the Closing Date, nor the total amount of compensation paid for such securities (which includes the losses and/or gains associated with the termination of such hedging arrangements) reflects the transfer to the Issuer of any portion of any fee or compensation from the obligor on any Collateral Debt Security or of any origination profit. If the Initial Purchaser or an affiliate of the Initial Purchaser were to become the subject of a case or proceeding under the United States Bankruptcy Code or another applicable insolvency law, the trustee in bankruptcy or other liquidator could assert that Collateral Debt Securities acquired from such Initial Purchaser or such affiliate, if any, are property of the insolvency estate of such Initial Purchaser or such affiliate. Property that such Initial Purchaser or such affiliate has pledged or assigned, or in which such Initial Purchaser or such affiliate has granted a security interest, as collateral security for the payment or performance of an obligation, would be property of the estate of such Initial Purchaser or such affiliate. Property that such Initial Purchaser or such affiliate has sold or absolutely assigned and transferred to another party, however, is not property of the estate of such Initial Purchaser or such affiliate. The Issuer does not expect that the purchase by the Issuer of Collateral Debt Securities, under the circumstances contemplated by this <strong>Offering</strong> <strong>Circular</strong>, will be deemed to be a pledge or collateral assignment (as opposed to the sale or other absolute transfer of such Collateral Debt Securities to the Issuer). Mandatory Redemption of the Notes. If any Coverage Test applicable to a Class of Senior Notes or any Class of Senior Notes Subordinate to such Class is not satisfied as of a Determination Date, Interest Proceeds and, after application of Interest Proceeds, Principal Proceeds, will be used to the extent that funds are available in accordance with the Priority of Payments and to the extent necessary to restore the relevant Coverage Test(s) to certain minimum required levels to repay principal of the Senior Notes sequentially in direct order of seniority. The foregoing could result in an elimination, deferral or reduction in the payments in respect of interest or the principal payments made to the Holders of one or more Classes of Senior Notes that are Subordinate to any other outstanding Class of Senior Notes, which could adversely impact the returns of such Holders. In the event of a Ramp-Up Ratings Confirmation Failure, as described under “Description of the Offered Notes—Mandatory Redemption,” the Issuer will be required to apply on the first Distribution Date Uninvested Proceeds, Interest Proceeds and Principal Proceeds to the repayment of, first, the Class A-1 Notes, second, the Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, fifth, the Class C-2 Notes, sixth, the Class D Notes and seventh, the Class E Notes, in accordance with the Priority of Payments as, and to the extent, necessary to obtain a Ratings Confirmation. Auction Call Redemption. If the Senior Notes have not been redeemed in full prior to the Distribution Date occurring in May 2016, then an auction of the Collateral Debt Securities will be conducted in accordance with the terms of the Indenture and, provided that certain conditions are satisfied, the Collateral Debt Securities will be sold in such Auction and the Senior Notes will be redeemed (in whole, but not in part) on such Distribution Date. If such conditions are not satisfied and the auction is not successfully conducted on such Distribution Date, the Collateral Manager will conduct auctions on a quarterly basis until the Senior Notes are redeemed in full. See “Description of the Offered Notes—Redemption Price” and “—Auction Call Redemption.” Each Hedge Agreement will terminate upon an Auction Call Redemption. On each Distribution Date on or after the Distribution Date in November 2008, to and including the Distribution Date in May 2016, if the Senior Notes are not redeemed in full on or prior to such date, an amount equal to 25% of the Interest Proceeds that would otherwise be paid to the Holders of the Subordinated Notes will be applied to pay, pro rata, principal of (a) the Class D Notes and (b) the Class E 46
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OFFERING CIRCULAR Attentus CDO I, L
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(other than the Class A-1 Notes) in
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DELIVERY OF THIS OFFERING CIRCULAR
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UNITED STATES PRIMARILY FOR THE BEN
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as defined in Regulation S under th
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DOLLAR EQUIVALENT OF AT LEAST A$500
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VARY DEPENDING ON THE RELEVANT JURI
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____________________ NOTICE TO RESI
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____________________ NOTICE TO RESI
Page 19 and 20: ____________________ NOTICE TO RESI
Page 21 and 22: ____________________ 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 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: Investment Company Act. None of the
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
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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........
Page 231 and 232:
Global Senior Notes................
Page 233 and 234:
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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