Attentus CDO I Offering Circular - Irish Stock Exchange

The Indenture provides that if, notwithstanding the restrictions on
transfer contained therein, the Issuer determines that any beneficial
owner of an interest in a Combination Note (or any interest therein)
(A) is not an entity 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 the Issuer may require, by notice to such Holder, that
such Holder sell all of its right, title and interest in such Combination
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, the
Trustee (on behalf of and at the expense of the Issuer) shall cause
such beneficial owner’s interest in such Combination 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 Issuer 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
Combination Note held by such beneficial owner.
Listing:
Irish Listing Agent:
Irish Paying Agent:
Governing Law:
Tax Matters:
Application has been made to the Irish Stock Exchange to admit the
Offered Notes to the daily official list of the Irish Stock Exchange,
but there can be no assurance that such admission will be granted.
No application will be made to list the Notes on any other stock
exchange. The issuance and settlement of the Offered Notes on the
Closing Date are not conditioned on the listing of the Offered Notes
on the Irish Stock Exchange. See “Listing and General
Information.”
McCann Fitzgerald Listing Services Limited
Custom House Administration and Corporate Services Limited
The Offered Notes, the Indenture, the Collateral Management
Agreement, the Collateral Administration Agreement, the Hedge
Agreements and the Purchase Agreement will be governed by, and
construed in accordance with, the law of the State of New York.
The Issuer Charter, the declaration of trust executed in connection
with the ordinary shares of the Issuer and the Administration
Agreement will be governed by, and construed in accordance with,
the law of the Cayman Islands.
See “Certain United States Federal Income Tax Considerations.”
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