Attentus CDO I Offering Circular - Irish Stock Exchange

Until such time as a Holder of a Combination Note shall, in accordance with the terms of the
Indenture, request the transfer of such Combination Note for Notes representing each of its Components,
such Components shall not be represented by a definitive Note or a global Note, but nonetheless will be
deemed to be included in references to the Notes (or, as used herein, Offered Notes) of the Class
represented by such Component unless otherwise expressly excluded from any such reference.
The Combination Notes are not Notes with independent voting rights under the Transaction
Documents, but rather the Holders of Combination Notes shall be entitled to participate in any vote
conducted thereunder as if they were the Holders of the Notes represented by each Component thereof in
the Aggregate Outstanding Principal Amount represented by such Components.
Each class of Combination Notes will be a single class and Components thereof will not be
separately transferable. However, subject to the certification requirements set forth in the Indenture, a
holder of a Combination Note may exchange its Combination Note with the trustee for proportional
interests in the underlying Notes represented by the applicable Components of such Combination Note
and such Components will be thereafter transferable in accordance with the transfer restrictions applicable
to such Notes. Each Component of a Combination Note will be required to satisfy the minimum
denomination requirement for the Notes represented by such Component. Each owner of a Combination
Note will, with respect to each Component comprising such Combination Note, be required to make the
acknowledgements, representations and agreements that would have been required of such owner if such
owner held the Notes represented by the Components directly; provided, that each purchaser and
transferee of a Combination Note will be required to represent and warrant that it is not (and for so long
as it holds such Combination Note will not be), and is not acting on behalf of (and for so long as it holds
such Combination Note will not be acting on behalf of) (A) an “employee benefit plan” as defined in
Section 3(3) of ERISA, whether or not subject to ERISA, including, without limitation, foreign 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 Co-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 the Co-Issuer or a person who provides
investment advice for a fee (direct or indirect) with respect to the assets of the Issuer or the Co-Issuer, or
any “affiliate” (as defined in 29 C.F.R. Section 2510.3-101(f)(3)) of any such person.
USE OF PROCEEDS
The gross proceeds received from the issuance and sale of the Offered Notes will be
approximately U.S.$514,000,000. A portion of such proceeds will be used to pay the organizational fees
and expenses of the Co-Issuers (including, without limitation, the legal fees and expenses of counsel to
the Co-Issuers, the Initial Purchaser and the Collateral Manager), to pay expenses relating to the
acquisition of the Collateral Debt Securities (including the reimbursement of the Collateral Manager, its
affiliates and the Initial Purchaser for such expenses), to pay the expenses of offering the Offered Notes
(including placement fees or similar fees payable in connection with the placement of the Offered Notes),
to pay the Up-Front Collateral Management Fee to the Collateral Manager and to make an initial deposit
into the Expense Account of U.S.$100,000, as well as to pay an up-front payment in respect of the Hedge
Agreement. In addition, the Issuer may on the Closing Date make a deposit into the Discretionary Interest
Shortfall Reserve Account in an amount up to $750,000. The proceeds received from the sale and
issuance of the Offered Notes, net of the foregoing, will be approximately U.S.$503,000,000 and will be
used by the Issuer to purchase a diversified portfolio of assets consisting of interests in (a) Trust Preferred
Securities issued by Trust Preferred Securities Issuers (b) Subordinated Securities issued by Subordinated
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