Attentus CDO I Offering Circular - Irish Stock Exchange

eporting requirement which may apply with respect to their acquisition of the Subordinated Notes may
wish to make protective disclosures.
Tax Treatment of the Combination Notes
As discussed elsewhere in this Offering Circular, the Combination Notes do not bear interest at a
stated rate and are entitled only to the payments to which its Components are entitled. In addition, except
as otherwise provided in the Indenture, the Components of the Combination Notes will be treated as
Notes of the related Class for purposes of voting, notice or other action. On each Distribution Date on
which payments of interest, principal, redemption amounts or other payments are made on the Notes, a
portion of such payments will be allocated to each related Component of the Combination Notes, as
applicable. Under these circumstances, although there appears to be no authority directly on point, the
Issuer intends to take the position that a Holder of a Combination Note should be treated for U.S. federal
income tax purposes as if such Holder directly owned the Notes represented by the Components
constituting such Combination Note. The amount deemed paid by a Holder of a Combination Note for a
Component thereof should be equal to the portion of the amount paid by the Holder for the Combination
Note represented by the relative fair market value of such Component at the time of purchase of the
Combination Note. Holders of Combination Notes should consult the discussion above regarding the
consequences of acquiring, owning, and disposing of the Notes, in particular the discussion of the
consequences to a U.S. person of owning stock in a foreign corporation that is treated as a controlled
foreign corporation or a passive foreign investment company.
Cayman Islands Tax Considerations
Under existing Cayman Islands laws:
(i) payments of principal and interest in respect of, or distributions on,
Offered Notes will not be subject to taxation in the Cayman Islands and no withholding
will be required on such payments to any holder of a Security and gains derived from the
sale of Securities will not be subject to Cayman Islands income or corporation tax. The
Cayman Islands currently has no income, corporation or capital gains tax and no estate
duty, inheritance tax or gift tax; and
(ii) certificates evidencing the Offered Notes, in registered form, to which
title is not transferable by delivery, will not attract Cayman Islands stamp duty; provided,
that the relevant certificate constitutes evidence of entitlement only and does not
constitute a promissory note. However, an instrument transferring title to a Security or a
Security which constitutes a promissory note, if brought to or executed in the Cayman
Islands, would be subject to Cayman Islands stamp duty.
The Issuer has been incorporated under the laws of the Cayman Islands as an exempted company
with limited liability and, as such, has applied for, and has obtained, an undertaking from the Governor In
Cabinet of the Cayman Islands in substantially the following form:
The Tax Concessions Law
(1999 Revision)
Undertaking as to Tax Concessions
In accordance with Section 6 of The Tax Concessions Law (1999 Revision), the Governor In
Cabinet undertakes with:
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