Attentus CDO I Offering Circular - Irish Stock Exchange

Indenture, in the order in which such issuers are listed on such schedule, or (y) in accordance with the
procedures set forth in the Indenture, which procedures are intended to ensure that such acquisition will
not cause the Issuer to be engaged in the conduct of a trade or business in the United States. With respect
to clause (x) above, if the Collateral Debt Securities of the highest ranking issuer on such schedule from
whom Collateral Debt Securities have not already been purchased by the Issuer are not available for
purchase on the applicable terms set forth on such schedule and in accordance with the terms set forth in
the Indenture, then the Issuer will instead acquire Collateral Debt Securities from the next highest ranking
issuer on such schedule from whom such Collateral Debt Securities are available on such terms and in
accordance with such restrictions. The Indenture will contain corresponding provisions that will permit
the Issuer to purchase the securities that are identified and set forth on a schedule to the Indenture.
Notwithstanding the above, the Issuer will only use Uninvested Proceeds to purchase Collateral Debt
Securities if: (i) such securities meet the Collateral Debt Security Criteria; (ii) the Eligibility Criteria are
satisfied with respect thereto; (iii) no Event of Default under the Indenture exists or will exist after giving
effect to such acquisition (unless such Collateral Debt Security was the subject of a commitment to
purchase of the Issuer prior to the occurrence of such Event of Default); (iv) certain procedures identified
in the Indenture relating to the perfection of the Trustee’s security interest in the Collateral Debt
Securities have taken place; and (v) (x) such Collateral Debt Security complies with the procedures set
forth in the Indenture, which procedures are intended to ensure that such acquisition will not cause the
Issuer to be engaged in the conduct of a trade or business in the United States or (y) the Administrator
determines prior to the acquisition of each such additional Collateral Debt Security that (a) such
Collateral Debt Security is a Collateral Debt Security issued by one of the issuers identified on a schedule
to the Indenture (which schedule will identify each issuer from which Collateral Debt Securities may be
purchased by the Issuer after the Closing Date but prior to the Ramp-Up Completion Date (each, a
“Designated Issuer”); (b) the principal amount and purchase price for such Collateral Debt Security is the
principal amount and price set forth next to the name of the relevant Designated Issuer on such schedule,
(c) such Collateral Debt Security is evidenced by documentation substantially in the form of the
documents for such Collateral Debt Security contained in an appendix to the Indenture and (d) such
documentation for such Collateral Debt Security contains the interest rate and other material terms set
forth next to the name of the relevant Designated Issuer on the above referenced schedule to the
Indenture.
Pursuant to the terms and conditions set forth in the Indenture, and subject to the following
sentence, on any date after the Ramp-Up Completion Date but on or prior to the Distribution Date
occurring in May 2010 (the “Reinvestment Period”), the Issuer will be permitted to use Sale Proceeds (to
the extent that such Sale Proceeds are obtained from the sale of any (i) appreciated Collateral Debt
Securities (as defined and subject to the criteria set forth in the Indenture), (ii) Collateral Debt Securities
which have been the subject of any prepayment, or (iii) Credit Risk Securities) (such Sale Proceeds,
“Permitted Sale Proceeds”) and Principal Proceeds pursuant to clauses (i), (ii), (v), (vi), (vii) and (viii) of
the definition thereof (“Permitted Principal Proceeds”) to acquire additional Collateral Debt Securities
(each, an “Additional Collateral Debt Security”), which acquisitions will be based on recommendations
made by the Collateral Manager, in an aggregate principal amount not to exceed 25% of the Principal
Balance of Collateral Debt Securities on the Ramp-Up Completion Date; provided, that during such
period the Issuer may, pursuant to the terms and conditions set forth in the Indenture, use Permitted Sale
Proceeds and Permitted Principal Proceeds to acquire Additional Collateral Debt Securities in an
aggregate principal amount not to exceed 35% of the Principal Balance of all Collateral Debt Securities
on the Ramp-Up Completion Date if, in addition to the satisfaction of each of the conditions set forth
above prior to such acquisition, (x) the Rating Condition shall have been satisfied by each Rating Agency
with respect thereto and (y) the Holders of the Class A-1 Notes shall have been provided 30 days’ prior
written notice thereof and a Majority thereof shall not have objected during such 30 day period to such
proposed acquisition of Additional Collateral Debt Securities in excess of the above 25% limitation; and
provided further, that the Issuer may use Principal Proceeds of the Term Loan Agreement dated as of
143