Attentus CDO I Offering Circular - Irish Stock Exchange

In general, a U.S. Holder of a Senior Note will have a basis in such Note equal to the cost of such
Note (i) increased by any amount includible in income by such U.S. Holder as OID, and (ii) reduced by
any payments received on such Note. Upon a sale, exchange or retirement of a Senior Note, a U.S.
Holder will generally recognize gain or loss equal to the difference between the amount realized on the
sale, exchange or retirement and the U.S. Holder’s tax basis of such Note. Such gain or loss will be longterm
capital gain or loss if the U.S. Holder held the Senior Note for more than one year at the time of
disposition. In certain circumstances, U.S. Holders that are individuals may be entitled to preferential
treatment for net long-term capital gains; however, the ability of U.S. Holders to offset capital losses
against ordinary income is limited.
Gain or loss recognized by a U.S. Holder on the sale, exchange or retirement of a Senior Note
generally will be treated as U.S.-source gain or loss.
U.S. Federal Tax Treatment of Tax-Exempt U.S. Holders of Senior Notes
U.S. Holders that are tax-exempt entities should not be subject to the tax on unrelated business
taxable income in respect of the Senior Notes unless (i) the Senior Notes constitute “debt financed
property” (as defined in the Code) of that entity or (ii) in the case of any Senior Notes that are treated as
indebtedness for U.S. federal income tax purposes, such entity also owns more than 50% of the
Subordinated Notes.
U.S. Federal Tax Treatment of Non-U.S. Holders of Senior Notes
Treatment of Disposition of Senior Notes. Generally, payments on the Senior Notes to a Non-
U.S. Holder and any amount which constitutes capital gain upon the sale, exchange, retirement or other
disposition of a debt instrument by a Non-U.S. Holder will not be subject to U.S. federal income tax on
unless (i) such income is effectively connected with a trade or business conducted by such Non-U.S.
Holder in the United States, or (ii) in the case of gain, such Non-U.S. Holder is a nonresident alien
individual who holds the Senior Notes as a capital asset and is present in the United States for 183 days or
more in the taxable year of the sale, exchange, retirement or other disposition and certain other conditions
are met. If the gain is effectively connected with the conduct of a trade or business in the United States
by such Non-U.S. Holder, such Non-U.S. Holder will generally be subject to U.S. federal income tax with
respect to such gain in the same manner as U.S. Holders, as described above, and a Non-U.S. Holder that
is a corporation could be subject to a branch profits tax on such income as well.
Information Reporting and Backup Withholding
Under certain circumstances, the Code requires “information reporting” annually to the IRS and
to each holder, and “backup withholding” with respect to certain payments made on or with respect to the
Notes. Backup withholding generally does not apply with respect to certain holders, including
corporations, tax-exempt organizations, qualified pension and profit sharing trusts, and individual
retirement accounts. Backup withholding will apply to a U.S. Holder only if the U.S. Holder (i) fails to
furnish its Taxpayer Identification Number (“TIN”) which, for an individual would be his or her Social
Security Number, (ii) furnishes an incorrect TIN, (iii) is notified by the IRS that it has failed to properly
report payments of interest and dividends, or (iv) under certain circumstances, fails to certify, under
penalty of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is
subject to backup withholding for failure to report interest and dividend payments. The application for
exemption is available by providing a properly completed IRS Form W-9.
A Non-U.S. Holder that provides to the Trustee the applicable IRS Form W-8BEN or Form W-
8IMY, together with all appropriate attachments, signed under penalties of perjury, identifying the Non-
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