Attentus CDO I Offering Circular - Irish Stock Exchange

No Combination Note (or any interest therein) may be transferred to a transferee acquiring an
interest in a Restricted Combination Note except (a) to a Qualified Purchaser that is a Qualified
Institutional Buyer, purchasing for its own account, to whom notice is given that the resale, pledge or
other transfer is being made in reliance on the exemption from Securities Act registration provided by
Rule 144A, (b) in compliance with the certification (if any) and other requirements set forth in the
Indenture and (c) in accordance with any applicable securities laws of any state of the United States and
any other relevant jurisdiction.
No Combination Note (or any interest therein) may be transferred to a transferee acquiring an
interest in a Regulation S Combination Note except (a) to a transferee that is acquiring such interest in an
offshore transaction (within the meaning of Regulation S) in accordance with Rule 904 of Regulation S,
(b) in compliance with the certification (if any) and other requirements set forth in the Indenture and (c) in
accordance with any applicable securities laws of any state of the United States and any other relevant
jurisdiction.
In addition, no Combination Notes (or any interest therein) may be transferred to a transferee that
is (A) an “employee benefit plan” as defined in Section 3(3) ERISA, whether or not subject to ERISA,
including, without limitation, foreign, church and governmental plans, (B) a “plan” described in Section
4975(e)(1) of the Code, (C) an entity whose underlying assets would be deemed to include “plan assets”
by reason of the investment by an employee benefit plan or other plan in the entity within the meaning of
29 C.F.R. Section 2510.3-101 or otherwise (each of the foregoing a “Benefit Plan Investor”) or (D) the
Issuer, the Initial Purchaser, the Collateral Manager or any other person (other than a Benefit Plan
Investor) that has discretionary authority or control with respect to the assets of the Issuer or a person who
provides investment advice for a fee (direct or indirect) with respect to the assets of the Issuer, or any
“affiliate” (as defined in 29 C.F.R. Section 2510.3 101(f)(3)) of any such person.
In addition, no Combination Notes (or any interest therein) may be transferred, and neither the
Trustee nor the Issuer will recognize any such transfer, unless (a) such transfer is made in a manner
exempt from registration under the Securities Act, (b) such transfer is made in denominations greater than
or equal to the minimum principal amount of Combination Notes permitted pursuant to the Indenture, (c)
such transfer would not have the effect of requiring the Issuer or the Collateral to register as an
investment company under the Investment Company Act, (d) the transferee is able to make all applicable
representations, and deliver all applicable certifications, if any, required by the Indenture and (e) the
transferee provides to the Trustee all information required pursuant to the terms of the Indenture.
The Indenture provides that if, notwithstanding the restrictions on transfer contained therein, the
Issuer determines that any beneficial owner of an interest in a Combination Note (or any interest therein)
(A) is not an entity that acquired such interest in a transaction made in accordance with the terms of
Regulation S and (B) is not both a Qualified Institutional Buyer (unless such beneficial owner is an
Institutional Accredited Investor that purchased an interest therein in connection with the initial
distribution thereof) and a Qualified Purchaser, then the Issuer may require, by notice to such Holder, that
such Holder sell all of its right, title and interest in such Combination Note (or interest therein) to a
Person that is both a Qualified Institutional Buyer and a Qualified Purchaser with such sale to be effected
within 30 days after notice of such sale requirement is given. If such beneficial owner fails to effect the
transfer required within such 30-day period, (i) upon direction from the Issuer, the Trustee (on behalf of
and at the expense of the Issuer) shall cause such beneficial owner’s interest in such Combination Note to
be transferred in a commercially reasonable sale (conducted by the Trustee in accordance with Section 9-
610(b) of the Uniform Commercial Code as in effect in the State of New York) to a person that certifies
to the Trustee, the Issuer and the Collateral Manager, in connection with such transfer, that such person is
both a Qualified Institutional Buyer and a Qualified Purchaser and (ii) pending such transfer, no further
payments will be made in respect of such Combination Note held by such beneficial owner.
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