Attentus CDO I Offering Circular - Irish Stock Exchange

obligations under any instrument included in the Collateral unless the Issuer shall have provided at least
two Business Days prior written notice thereof to the Controlling Class.
Unless otherwise expressly provided, in determining whether the Holders of the requisite
percentage of any Notes have given any direction, notice or consent, Notes owned by the Issuer or any
affiliate thereof shall be disregarded and deemed not to be outstanding.
Notices
Notices to the Noteholders will be given by first-class mail, postage prepaid, to the registered
Holders at their address appearing in the Note Register. In addition, for so long as any Class of Notes is
listed on the Irish Stock Exchange and the rules of such exchange so require, notice will also be given to
the Company Announcements Office of the Irish Stock Exchange.
Modification of the Indenture
The Indenture provides that the Trustee may not enter into any supplemental indenture unless the
Rating Condition shall have been satisfied with respect to such supplemental indenture (unless each
Hedge Counterparty and each Holder of Senior Notes of each Class whose rating will be reduced or
withdrawn has, after notice that the proposed supplemental indenture would result in such reduction or
withdrawal of the rating of the Class of Senior Notes held by such Holder, consented to such
supplemental indenture).
With the prior written consent of (x) the Holders of not less than a Majority of the outstanding
Notes of each Class materially adversely affected thereby and (y) the consent of each Hedge Counterparty
materially adversely affected thereby, the Trustee and the Issuer may, subject to the terms of the
Indenture, enter into one or more supplemental indentures to add provisions to, or change in any manner
or eliminate any provisions of, the Indenture or modify in any manner the rights of the Holders of the
Notes or any of the Hedge Counterparties, as the case may be, under the Indenture. Unless notified by
Holders of a Majority of any Class of Notes or any Hedge Counterparty that such Class of Notes or such
Hedge Counterparty, as the case may be, will be materially adversely affected (in a notice that sets forth a
reasonable basis for such determination and identifies therein the reason for such determination in
reasonable detail), the Trustee may, consistent with the written advice of counsel, determine whether or
not such Class of Notes or the Hedge Counterparties would be materially adversely affected by such
change (after giving notice of such change to the Holders of such Class of Notes and the Hedge
Counterparties). Such determination shall be conclusive and binding on all present and future
Noteholders and the Hedge Counterparties.
Notwithstanding the foregoing, the Trustee may not enter into any supplemental indenture
without the prior written consent of each Holder of each outstanding Note of each Class and each Hedge
Counterparty adversely affected thereby if such supplemental indenture (i) changes the Stated Maturity of
the principal of or the due date of any installment of interest on any Note, reduces the principal amount
thereof or the rate of interest thereon, or the redemption price with respect thereto, changes the earliest
date on which the Co-Issuers may redeem any Note, changes the provisions of the Indenture relating to
the application of proceeds of any Collateral to the payment of principal of or interest on the Notes,
changes any place where, or the coin or currency in which, any Note or the principal thereof or interest
thereon is payable, or impairs the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable redemption
date), (ii) reduces the percentage in Aggregate Outstanding Principal Amount of Holders of Notes of each
Class whose consent is required for the authorization of any supplemental indenture or for any waiver of
compliance with certain provisions of the Indenture or certain defaults thereunder or their consequences,
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