Attentus CDO I Offering Circular - Irish Stock Exchange

(ii) Senior Notes sold to Qualified Purchasers that are either Qualified Institutional Buyers or
Institutional Accredited Investors in reliance on the exemption from the registration requirements of the
Securities Act provided by Section 4(2) and/ or Rule 144A thereof will be issued in the form of one or
more permanent global notes in definitive, fully registered form without interest coupons (the “Restricted
Global Senior Notes”) deposited with the Trustee as custodian for, and registered in the name of, DTC or
its nominee. Interests in Restricted Global Senior Notes will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its Participants and Indirect Participants.
(iii) The Subordinated Notes will be subject to certain restrictions on transfer and may bear a
legend regarding such restrictions. Subordinated Notes sold to U.S. Persons, to Persons located in the
United States or in transactions that do not otherwise meet the requirements of Regulation S, will be
offered to Qualified Purchasers that are (a) Qualified Institutional Buyers in reliance on Rule 144A or (b)
Accredited Investors in reliance on Section 4(2) under the Securities Act (“Restricted Subordinated
Notes”) and will be represented by certificates in fully registered definitive form registered in the name of
the legal and beneficial owner thereof.
(iv) Regulation S Subordinated Notes, which will be sold outside the United States to persons
that are not U.S. Persons in accordance with Regulation S, will be represented by one or more permanent
global notes in definitive, fully registered form (each, a “Regulation S Global Subordinated Note”), and
deposited with the Trustee as custodian for, and registered in the name of, DTC or its nominee, initially
for the accounts of Euroclear and Clearstream, Luxembourg. By acquisition of a beneficial interest in
Regulation S Subordinated Notes, any purchaser thereof will be deemed to represent that (i) it is not a
U.S. Person, (ii) it is not a Benefit Plan Investor or a Controlling Person and (iii) if in the future it decides
to transfer such beneficial interest, it will transfer such interest only in an offshore transaction in
accordance with Regulation S or to a person who takes delivery in the form of a Restricted Subordinated
Note in accordance with the terms of the Indenture. Beneficial interests in Regulation S Subordinated
Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC
and its Participants and indirect Participants, including Euroclear and Clearstream, Luxembourg.
(v) The Offered Notes are subject to the restrictions on transfer set forth herein under
“Transfer Restrictions.”
(vi) Owners of beneficial interests in Regulation S Global Senior Notes and Restricted Global
Senior Notes will be entitled or required, as the case may be, under certain limited circumstances
described below, to receive physical delivery of certificated Notes, in definitive, fully registered form
without interest coupons (“Definitive Senior Notes”). Notwithstanding the above, no owner of an interest
in a Regulation S Global Senior Note will be entitled to receive a Definitive Senior Note unless such
person provides certification that the Definitive Senior Note is beneficially owned by a person that is not
a U.S. Person (as defined in Regulation S) and that such beneficial ownership interest was acquired in a
transaction meeting the requirements of Regulation S. The Offered Notes are not issuable in bearer form.
(vii) Owners of beneficial interests in Regulation S Subordinated Notes will be entitled or
required, under certain limited circumstances described below, to receive physical delivery of certificated
Subordinated Notes (“Definitive Subordinated Notes”) in fully registered, definitive form. No owner of
an interest in Regulation S Subordinated Notes will be entitled to receive Definitive Subordinated Notes
unless such person provides certification that the Definitive Subordinated Notes are beneficially owned
by a person that is not a U.S. Person (as defined in Regulation S) and that such beneficial ownership
interest was acquired in a transaction meeting the requirements of Regulation S.
(viii) Pursuant to the Indenture, the Trustee has been appointed and will serve as the registrar
with respect to the Notes (in such capacity, the “Note Registrar”) and will provide for the registration of
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