Attentus CDO I Offering Circular - Irish Stock Exchange

the effect of requiring the Issuer or the Collateral to register as an investment company under the
Investment Company Act.
Each purchaser of a beneficial interest in a Restricted Global Senior Note will be deemed,
and each purchaser of a Restricted Definitive Senior Note will be required, to represent at the
time of purchase that, if the purchaser is a U.S. Person, or a Person acquiring a Senior Note or an
interest therein in the United States, that is a Qualified Institutional Buyer, the purchaser is not (i)
a dealer described in paragraph (a)(1)(ii) of Rule 144A unless such purchaser owns and invests on
a discretionary basis at least U.S.$25,000,000 in securities of issuers that are not affiliated persons
of the dealer; (ii) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or (iii)
a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan,
unless investment decisions with respect to the plan are made solely by the fiduciary, trustee or
sponsor of such plan.
The Indenture provides that if, notwithstanding the restrictions on transfer contained
therein, either of the Co-Issuers determines that any beneficial owner of an interest in a Senior
Note (or any interest therein) (A) is not a Person that acquired such interest in a transaction made
in accordance with the terms of Regulation S and (B) is not both a Qualified Institutional Buyer
(unless such beneficial owner is an Institutional Accredited Investor that purchased an interest
therein in connection with the initial distribution thereof) and a Qualified Purchaser, then either of
the Co-Issuers may require, by notice to such Holder, that such Holder sell all of its right, title
and interest in such Senior Note (or interest therein) to a Person that is both a Qualified
Institutional Buyer and a Qualified Purchaser with such sale to be effected within 30 days after
notice of such sale requirement is given. If such beneficial owner fails to effect the transfer
required within such 30-day period, (i) upon direction from the Issuer or the Co-Issuer, the
Trustee (on behalf of and at the expense of the Co-Issuers) shall cause such beneficial owner’s
interest in such Senior Note to be transferred in a commercially reasonable sale (conducted by the
Trustee in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the
State of New York) to a person that certifies to the Trustee, the Co-Issuers and the Collateral
Manager, in connection with such transfer, that such person is both a Qualified Institutional
Buyer and a Qualified Purchaser and (ii) pending such transfer, no further payments will be made
in respect of such Senior Note held by such beneficial owner.
(10) ERISA. In the case of each purchaser and transferee of (x) a Senior Note (other
than a Class E Note or a Senior Note in the form of a Senior Note Component of any
Combination Note), either (i) it is not (and for so long as it holds such Note will not be), and is
not acting on behalf of (and for so long as it holds such Note will not be acting on behalf of), (a)
an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of
ERISA, (b) a “plan” described in Section 4975(e)(1) of the Code, (c) an entity deemed to hold the
plan assets of any of the foregoing by reason of investment by an “employee benefit plan” or
“plan” in such entity, or (d) a governmental plan subject to applicable law that is substantially
similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code or (ii) its
purchase and holding of such Note will not result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code (or, in the case of a governmental plan, any substantially
similar applicable law) or (y) a Class E Note, (i) whether or not such purchaser represents and
warrants that it is a Benefit Plan Investor or a Controlling Person, the Issuer, the Trustee, the
Transfer Agent and the Note Registrar will not recognize a purchaser if such transfer would result
in (a) Benefit Plan Investors owning 25% or more of such Class of Notes (determined pursuant to
29 C.F.R. Section 2510.3-101) or (b) 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), and (ii) in the case of each purchaser
181