Attentus CDO I Offering Circular - Irish Stock Exchange

Notes and the registration of transfers of Notes in the register maintained by it (the “Note Register”). The
Trustee will also record the Combination Notes on the Notes Register, and the Note Registrar shall
indicate the initial principal amount of each Component thereof as part of the Aggregate Outstanding
Principal Amount of the underlying Class represented by each Component. The Trustee has been
appointed as a transfer agent with respect to the Notes and the Combination Notes (in such capacity, the
“Transfer Agent”).
(ix) The Notes will be issuable in a minimum denomination of U.S.$250,000 (or, in the case
of the Subordinated Notes, U.S.$100,000) and will be offered only in such minimum denomination or an
integral multiple of U.S.$1,000 in excess thereof. Each Component of a Combination Note must
represent at least the minimum denomination of each Class of Notes represented thereby.
(x) After issuance, (i) a Note (or any Component of a Combination Note) may fail to be in
compliance with the minimum denomination requirement stated above as a result of the repayment of
principal thereof in accordance with the Priority of Payments or in connection with any repayment of
principal required by the Rating Agencies following a Ramp-Up Ratings Confirmation Failure and (ii)
Class C-1 Notes, Class C-2 Notes (and the Component of the Combination Notes representing the Class
C-2A Notes), Class D Notes, and Class E Notes may fail to be in an amount which is an integral multiple
of U.S.$250,000 due to the addition to the principal amount thereof of Class C-1 Deferred Interest, Class
C-2 Deferred Interest, Class D Deferred Interest or Class E Deferred Interest, respectively.
Global Senior Notes
(i) So long as the depositary for a Global Senior Note, or its nominee, is the registered
Holder of such Global Senior Note, such depositary or such nominee, as the case may be, will be
considered the absolute owner or Holder of such Senior Note, as the case may be, represented by such
Global Senior Note for all purposes under the Indenture and the Notes and members of, or participants in,
the depositary (the “Participants”) as well as any other persons on whose behalf Participants may act
(including Euroclear and Clearstream, Luxembourg and account holders and participants therein) will
have no rights under the Indenture or under such Note. Owners of beneficial interests in a Global Senior
Note will not be considered to be the owners or Holders of any Note under the Indenture or the Notes. In
addition, no beneficial owner of an interest in a Global Senior Note will be able to exchange or transfer
that interest, except in accordance with the applicable procedures of the depositary and, in the case of a
Regulation S Global Senior Note, of Euroclear or Clearstream, Luxembourg (in addition to those under
the Indenture), in each case to the extent applicable (the “Applicable Procedures”).
(ii) Investors may hold their interests in a Regulation S Global Senior Note directly through
Euroclear or Clearstream, Luxembourg, if they are participants in such systems, or indirectly through
organizations which are participants in such systems. Euroclear and Clearstream, Luxembourg will hold
interests in Regulation S Global Senior Notes on behalf of their participants through customers’ securities
accounts in their respective names on the books of their respective depositaries, which in turn will hold
such interests in such Regulation S Senior Note in customers’ securities accounts in the depositaries’
names on the books of DTC. Investors may hold their interests in a Restricted Global Senior Note
directly through DTC, if they are participants in such system, or indirectly through organizations which
are participants in such system.
(iii) Payments of the principal of, and interest on, an individual Global Senior Note registered
in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may
be, as the registered owner of the Global Senior Note. None of the Issuer, the Trustee, the Note Registrar
and any Paying Agent will have any responsibility or liability for any aspect of the records relating to or
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