Attentus CDO I Offering Circular - Irish Stock Exchange

(1) BENEFIT PLAN INVESTORS OWNING 25% OR MORE OF ANY SUCH CLASS
OF NOTES (INCLUDING THE SUBORDINATED NOTE COMPONENT OF ANY
COMBINATION NOTE) (DETERMINED PURSUANT TO 29 C.F.R. SECTION
2510.3-101) OR (2) 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.
(ii) In addition, each Restricted Subordinated Note and each Definitive
Subordinated Note will contain the following additional legend:
EACH TRANSFEREE THAT DESIRES TO TAKE DELIVERY OF RESTRICTED
SUBORDINATED NOTES OR DEFINITIVE SUBORDINATED NOTES WILL BE
REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN A FORM PRESCRIBED
IN THE INDENTURE.
(iii) In addition, each Global Subordinated Note will contain the following
additional legend:
EACH PURCHASER OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN
WILL, IF REQUIRED BY THE INDENTURE, BE REQUIRED TO DELIVER A
TRANSFER CERTIFICATE IN A FORM PRESCRIBED IN THE INDENTURE OR
WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN SECTION 2.4 OF THE INDENTURE.
NO REGULATION S SUBORDINATED NOTE MAY BE ACQUIRED BY, OR ON
BEHALF OF, OR WITH THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN”
AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHETHER OR NOT SUCH
PLAN IS SUBJECT TO TITLE I OF ERISA, INCLUDING, WITHOUT LIMITATION,
FOREIGN, CHURCH AND GOVERNMENTAL PLANS, (B) A “PLAN” DESCRIBED
IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), (C) AN ENTITY WHOSE UNDERLYING ASSETS
WOULD BE DEEMED TO INCLUDE “PLAN ASSETS” BY REASON OF THE
INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN IN THE
ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 OR
OTHERWISE (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR
(D) THE ISSUER, THE INITIAL PURCHASER, THE COLLATERAL MANAGER OR
ANY OTHER PERSON (OTHER THAN A BENEFIT PLAN INVESTOR) THAT HAS
DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS
OF THE ISSUER OR A PERSON WHO PROVIDES INVESTMENT ADVICE FOR A
FEE (DIRECT OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE ISSUER,
OR ANY “AFFILIATE” (AS DEFINED IN 29 C.F.R. SECTION 2510.3-101(f)(3)) OF
ANY SUCH PERSON. NOTWITHSTANDING THE FOREGOING, CERTAIN
PLANS (“PERMITTED PLANS”) THAT HAVE OBTAINED THE PRIOR WRITTEN
CONSENT OF THE ISSUER WILL BE PERMITTED TO PURCHASE THIS NOTE
(OR AN INTEREST HEREIN) 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 NOTE (OR
INTEREST HEREIN) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
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