Attentus CDO I Offering Circular - Irish Stock Exchange

PLAN OF DISTRIBUTION
Credit Suisse Securities (USA) LLC, as initial purchaser on behalf of the Co-Issuers, will
privately place the Offered Notes pursuant to a Purchase Agreement to be dated on or about May 2, 2006
(the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Initial Purchaser has agreed,
subject to satisfaction of certain conditions, to use its reasonable efforts to sell the Offered Notes on
behalf of the Co-Issuers. Pursuant to the Purchase Agreement, the Co-Issuers have agreed to indemnify
the Initial Purchaser against certain liabilities, including liabilities under the Securities Act and to
contribute to payments the Initial Purchaser may be required to make in respect thereof.
The Issuer has been advised by the Initial Purchaser that the Initial Purchaser proposes to sell the
Offered Notes (i) in the United States (or, if outside the United States and to or for the account or benefit
of a U.S. Person) (A) to Qualified Purchasers that are either (x) Qualified Institutional Buyers, purchasing
for their own account, to whom notice is given that the resale, pledge or other transfer is being made in
reliance on the exemption from Securities Act registration provided by Rule 144A or (y) in the case of the
Senior Notes, institutional “Accredited Investors,” as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act (“Institutional Accredited Investors”) or, in the case of the
Subordinated Notes, “Accredited Investors,” as defined in Rule 501(a) of Regulation D under the
Securities Act (“Accredited Investors”), in each case, in reliance on the exemption from the registration
requirements of the Securities Act provided by Section 4(2) thereof and (ii) outside the United States
through Credit Suisse (Europe) Limited, acting as sales agent to Credit Suisse Securities (USA) LLC, to
certain Non-U.S. Persons in offshore transactions in reliance on Regulation S and, in each case, in
accordance with any other applicable law.
To the extent that the Offered Notes are initially distributed in the following jurisdictions, the
following limitations will be applicable to such distribution:
United States
The Offered Notes have not been and will not be registered under the Securities Act and may not
be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except
pursuant to an exemption from the registration requirements under the Securities Act provided by Section
4(2) or Rule 144A.
(1) In the Purchase Agreement, the Initial Purchaser will represent and agree that it
has not offered or sold the Offered Notes and will not offer or sell the Offered Notes except in
accordance with Regulation S or as provided in paragraph (2) below. Accordingly, the Initial
Purchaser will represent and agree that neither it, its affiliates (if any) nor any persons acting on
its or their behalf have engaged or will engage in any directed selling efforts with respect to
Offered Notes, and it and they have complied with, and will comply with, the offering restrictions
set forth in Regulation S.
(2) In the Purchase Agreement, the Initial Purchaser will agree that it will not, acting
either as principal or agent, offer or sell any Offered Notes within the United States or to, or for
the account or benefit of, U.S. Persons, other than Offered Notes in registered form bearing a
restrictive legend thereon, and it will not, acting either as principal or agent, offer, sell, reoffer or
resell any of such Offered Notes (or approve the resale of any of such Offered Notes):
(a) except (1) inside the United States through a U.S. broker dealer that is
registered under the Exchange Act to investors each of which is a Qualified Purchaser
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