Attentus CDO I Offering Circular - Irish Stock Exchange

interest in each of the underlying assets of the Issuer unless investment in the Issuer by Benefit Plan
Investors (as defined above) is not “significant,” or if other exceptions, not here relevant, apply.
Investment by Benefit Plan Investors would not be significant for purposes of the Plan Asset
Regulation if less than 25% of the value of each of the Subordinated Notes (including the Subordinated
Note component of any Combination Note and the Regulation S Subordinated Notes acquired on the
Closing Date by Permitted Plans) and the Class E Notes (including any Class E Note acquired on the
Closing Date by Permitted Plans) and any other equity interests in the Issuer (excluding the interests of
any Controlling Person (as defined above) (other than a Benefit Plan Investor)) is held by Benefit Plan
Investors. The Issuer, the Trustee and the Collateral Manager intend to limit the purchase of
Subordinated Notes and Class E Notes by Benefit Plan Investors so that participation by such investors is
not significant within the meaning of the Plan Asset Regulation, although no assurance can be provided
that the Issuer and the Collateral Manager will be able to appropriately limit the purchase of such Notes
by Benefit Plan Investors. If the Issuer is deemed to hold plan assets of Benefit Plan Investors, ERISA’s
prudence and other fiduciary standards would apply to and might materially affect the operation of the
Issuer and the Collateral Manager. In addition, any transaction with the Issuer may be deemed to be a
transaction with each Benefit Plan Investor. Such treatment also could cause many transactions into
which the Issuer might enter in the ordinary course of business to constitute prohibited transactions under
ERISA.
Each prospective investor and transferee of a Restricted Subordinated Note or a Class E Note will
be required to represent whether it is a Benefit Plan Investor or a Controlling Person, and the Collateral
Manager reserves the right to reject the purchase of such Note by an investor for any reason, including
that the prospective investor is a Benefit Plan Investor. The Collateral Manager has the right to restrict
any transfer of Restricted Subordinated Notes or Class E Notes so as to prevent investment by Benefit
Plan Investors from becoming significant. In addition, the Collateral Manager has the right to require that
existing Benefit Plan Investors transfer their Restricted Subordinated Notes or Class E Notes if
participation in the Issuer by Benefit Plan Investors has or would otherwise become significant. Each
prospective investor and transferee of a Regulation S Subordinated Note or a Class E Note will be
deemed to represent and warrant that it is not a Benefit Plan Investor or a Controlling Person.
Notwithstanding the foregoing, Permitted Plans that have obtained the prior written consent of the Issuer
will be permitted to purchase Regulation S Subordinated Notes and Class E Notes on the Closing Date.
Each Permitted Plan will be deemed to represent, warrant and covenant that either (i) its purchase,
holding and disposition of such Subordinated Note or Class E Note will not result in a nonexempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a
governmental, foreign or church plan, any substantially similar federal, state, foreign or local law) or (ii)
it is (a) an employee benefit plan maintained outside of the United States primarily for the benefit of
persons substantially all of whom are nonresident aliens of the United States and not subject to ERISA or
Section 4975 of the Code and (b) not subject to any law, rule or regulation in the jurisdiction in which
such employee benefit plan was established or is maintained that would, as a result of its purchase,
holding or disposition of a subordinated note or an interest therein, subject the Issuer to any obligation or
liability (other than those contemplated by the Indenture), penalty or tax.
THE ACQUISITION OF A RESTRICTED SUBORDINATED NOTE OR A CLASS E NOTE
BY, OR ON BEHALF OF, OR WITH THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR
CONTROLLING PERSON WILL NOT BE EFFECTIVE, AND THE ISSUER, THE TRUSTEE, THE
TRANSFER AGENT AND THE NOTE REGISTRAR WILL NOT RECOGNIZE SUCH
ACQUISITION, IF SUCH ACQUISITION WOULD RESULT IN (A) BENEFIT PLAN INVESTORS
OWNING 25% OR MORE OF ANY SUCH CLASS OF NOTES (INCLUDING THE
SUBORDINATED NOTE COMPONENT OF ANY COMBINATION NOTE AND ANY
REGULATION S SUBORDINATED NOTES AND CLASS E NOTES ACQUIRED ON THE
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