Attentus CDO I Offering Circular - Irish Stock Exchange

Notes until each such Class of Notes has been paid in full. See “Description of the Offered Notes—
Principal,” “—Mandatory Redemption” and “—Priority of Payments—Interest Proceeds.”
On each Distribution Date occurring after 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 50% 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 the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C-1 Notes, the Class
C-2 Notes, the Class D Notes and the Class E Notes until each such Class of Senior Notes has been paid
in full. Because such redemption of the Senior Notes will reduce the amount of funds available for
payment to the Holders of Subordinated Notes on each Distribution Date after the Distribution Date
occurring in May 2016, until such time as the Senior Notes have been paid in full, the Holders of
Subordinated Notes may have a strong incentive to require that the Senior Notes be redeemed on or prior
to such Distribution Date.
It is not possible to predict the success of an Auction. There can be no assurance that the Issuer
will be able to sell the Collateral Debt Securities in connection with any Auction, or that any Auction will
be successful. The market prices for the Collateral Debt Securities cannot be predicted with certainty.
The Collateral Debt Securities are subject to liquidity risk and there may be no secondary market for the
Collateral Debt Securities. In addition, there can be no assurance that the Issuer will be able to sell the
securities in a timely manner.
Optional Redemption. Subject to satisfaction of certain conditions, a Majority of the
Subordinated Notes may require that the Notes be redeemed as described under “Description of the
Offered Notes—Optional Redemption”; provided, that such optional redemption may only occur on any
Distribution Date occurring on or after the Distribution Date occurring in May 2010.
In connection with such a redemption, the Senior Notes will be redeemed in whole and not in
part. See “Description of the Offered Notes—Optional Redemption and Tax Redemption.” Each Hedge
Agreement will terminate upon any Optional Redemption.
An Optional Redemption may require the Collateral Manager to liquidate positions more rapidly
than would otherwise be desirable, which could adversely affect the realized value of the Collateral Debt
Securities. Moreover, the Collateral Manager may be required in connection with an Optional
Redemption to aggregate Collateral Debt Securities to be sold together in one block transaction, thereby
possibly resulting in a lower realized value for the Collateral Debt Securities sold.
Tax Redemption. Subject to satisfaction of certain conditions, upon the occurrence of any Tax
Event with respect to which the Tax Materiality Condition is satisfied, the Issuer may redeem the Notes at
the applicable Redemption Price on any Distribution Date at the direction of a Majority of the
Subordinated Notes or a Majority of the Affected Class of Senior Notes, and only from (a) the sale
proceeds of the Collateral and (b) all other funds in the Interest Collection Account, Principal Collection
Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account and the Payment
Account on such Distribution Date. No Tax Redemption may be effected, however, unless (i) a Tax
Event has occurred, (ii) the Tax Materiality Condition is satisfied, (iii) except as otherwise set forth in the
Indenture and described herein, the Sale Proceeds and all Cash and Eligible Investments credited to the
Interest Collection Account, Principal Collection Account, the Expense Account, the Discretionary
Interest Shortfall Reserve Account and the Payment Account on the relevant Distribution Date must be at
least sufficient to redeem the Senior Notes simultaneously in accordance with the procedures described in
the Indenture and (iv) such Sale Proceeds are used to make such a redemption. See “Description of the
Offered Notes—Optional Redemption and Tax Redemption.” Each Hedge Agreement will terminate
upon any Tax Redemption.
47