Attentus CDO I Offering Circular - Irish Stock Exchange

Form, Registration and Transfer of
the Senior Notes:
The Senior Notes offered in reliance upon Regulation S (each, a
“Regulation S Senior Note”) will be represented by one or more
global notes (“Regulation S Global Senior Notes”) in fully registered
form without interest coupons deposited with the Trustee as
custodian for, and registered in the name of, The Depository Trust
Company (“DTC”) (or its nominee) and deposited with or on behalf
of DTC initially for the accounts of Euroclear Bank S.A./N.V.
(“Euroclear Bank”), as operator of the Euroclear System
(“Euroclear”), and/or Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”). Interests in the Regulation S Global
Senior Notes will be shown on, and transfers thereof will be effected
only through, records maintained by DTC and its Participants and
Indirect Participants (including, without limitation, Euroclear and/or
Clearstream, Luxembourg).
The Senior Notes sold in the United States or to U.S. Persons by the
Co-Issuers (each, a “Restricted Senior Note”) will be offered in
reliance on an exemption from the registration requirements of the
Securities Act and will be represented by one or more global notes in
definitive, fully registered form without interest coupons (the
“Restricted Global Senior Notes”), deposited with the Trustee as
custodian for, and registered in the name of, DTC or its nominee.
Interests in the Restricted Global Senior Notes will be shown on, and
transfers thereof will be effected only through, records maintained
by DTC and its Participants and Indirect Participants. The
Regulation S Global Senior Notes and the Restricted Global Senior
Notes are collectively referred to herein as “Global Senior Notes.”
Under certain limited circumstances described herein, definitive
registered Notes may be issued in exchange for Global Senior Notes.
No Senior Note (or any interest therein) may be transferred to a
transferee acquiring an interest in a Restricted Senior Note except (a)
to a Qualified Purchaser that is a Qualified Institutional Buyer,
purchasing for its 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,
(b) in compliance with the certification (if any) and other
requirements set forth in the Indenture and (c) in accordance with
any applicable securities laws of any state of the United States and
any other relevant jurisdiction.
No Senior Note (or any interest therein) may be transferred to a
transferee acquiring an interest in a Regulation S Senior Note except
(a) to a transferee that is acquiring such interest in an offshore
transaction (within the meaning of Regulation S) in accordance with
Rule 904 of Regulation S, (b) in compliance with the certification (if
any) and other requirements set forth in the Indenture and (c) in
accordance with any applicable securities laws of any state of the
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