Attentus CDO I Offering Circular - Irish Stock Exchange

In January 2003, the Financial Accounting Standards Board (the “FASB”) issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities and, in December 2003, FASB issued a
revised version of such interpretation (collectively, “FIN 46”). Interpreting FIN 46, most accounting
authorities have apparently concluded that, under generally accepted accounting principles, affiliated
sponsor companies (such as Trust Preferred Securities Issuers) of trusts issuing trust preferred securities
must deconsolidate such trusts in such companies’ financial statements. As a consequence, an affiliated
sponsor (such as the Real Estate Entity) may no longer reflect on its balance sheet the trust preferred
securities issued out of the trust, but instead must reflect the corresponding debentures that the Real Estate
Entity issued to the deconsolidated trust. The FASB also issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liability
and Equity (“FAS 150”), which provides accounting guidance for the appropriate financial reporting
balance sheet classification of trust preferred securities. Certain Trust Preferred Securities Issuers may
not have accounted for previous trust preferred issuances as debt. Accordingly, the FAS 150 requirement
to treat trust preferred issuances by such Trust Preferred Securities Issuers as debt will increase the
leverage identified on their financing statements, which may, among other matters, have an adverse
impact on their ability to borrow under their credit facilities.
Emerging Requirements of the European Community; De-listing of the Subordinated Notes. As
part of the harmonization of securities markets in Europe, the European Commission has adopted a
directive known as the Prospectus Directive (which all Member States were required to implement by
July 1, 2005) that regulates offers of securities to the public and admissions to trading to European Union
regulated markets. The European Commission has also adopted a directive known as the Transparency
Directive (which is expected to be implemented by Member States in 2007) that will, among other things,
impose continuing financial reporting obligations on issuers that have certain types of securities admitted
to trading on a European Union regulated market. In addition, the Market Abuse Directive harmonizes
the rules on insider trading and market manipulation in respect of securities admitted to trading on a
European Union regulated market and requires issuers of such securities to disclose any non-public, pricesensitive
information as soon as possible, subject to certain limited exemptions. The listing of Notes on
the Irish Stock Exchange may subject the Issuer to regulation under these directives, although the
requirements applicable to the Issuer are not yet fully clarified.
In the event it is determined by the Issuer, or the Issuer is given notice by the holders of a
Majority of Subordinated Notes, that the listing of the Subordinated Notes on the Irish Stock Exchange
has had, or could reasonably be expected to have (as a result of a change in the laws, rules or regulations
of Ireland or the interpretation thereof, or as a result of the implementation or application of a directive
issued by the European Union or otherwise) an adverse effect on the Issuer or the Holders of the
Subordinated Notes, the Issuer will be required to take certain actions pursuant to the Indenture relating to
the de-listing of the Subordinated Notes on the Irish Stock Exchange and the listing of the Subordinated
Notes on an Alternate Exchange. In the event the Issuer is required to take the above actions, there will
be costs incurred by the Issuer, which costs will be included as administrative expenses of the Issuer and
any funds that are used to pay such costs will not be available to make payments on the Holders of the
Subordinated Notes or, to the extent that such costs exceed the amount that would otherwise be payable to
the Holders of the Subordinated Notes, the Holders of the most subordinated Class of Notes then
outstanding.
International Investing. While the Collateral Debt Securities will primarily be obligations of U.S.
obligors, a portion of the Collateral Debt Securities may be issued by non-U.S. entities or obligors located
outside of the United States. Investing in non-U.S. entities or entities that are located outside of the
United States may involve greater risks than investing in U.S. entities or entities that are located in the
United States. These risks include, among other risks: (i) less publicly available information; (ii) varying
levels of governmental regulation and supervision; (iii) the difficulty of enforcing legal rights in a foreign
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