Attentus CDO I Offering Circular - Irish Stock Exchange

Investment Company Act. None of the Issuer, the Co-Issuer or the Collateral has been registered
with the United States Securities and Exchange Commission (the “SEC”) as an investment company
pursuant to the Investment Company Act. The Co-Issuers have not so registered in reliance on an
exemption from registration contained in Section 3(c)(7) thereof. Counsel for the Co-Issuers will opine,
in connection with the issuance of the Offered Notes, that on the Closing Date neither the Issuer nor the
Co-Issuer is an investment company required to be registered under the Investment Company Act
(assuming, for the purposes of such opinion, that the Offered Notes are sold in accordance with the terms
of the Indenture and the Purchase Agreement and that the Collateral Manager administers the Collateral
Debt Securities and other assets of the Issuer in accordance with the terms of the Collateral Management
Agreement). No opinion or no-action position has been requested of the SEC.
If the SEC or a court of competent jurisdiction were to find that either the Issuer or the Co-Issuer
was required, but in violation of the Investment Company Act had failed, to register as an investment
company, possible consequences include, but are not limited to, the following: (i) the SEC could apply to
a district court to enjoin the violation; (ii) investors in the Co-Issuers could sue the Co-Issuers and recover
any damages caused by the violation; and (iii) any contract to which the Issuer or the Co-Issuer is a party
that is made in, or whose performance involves, a violation of the Investment Company Act would be
unenforceable by any party to the contract unless a court were to find that under the circumstances
enforcement would produce a more equitable result than nonenforcement and would not be inconsistent
with the purposes of the Investment Company Act. Should the Issuer or the Co-Issuer be subjected to any
or all of the foregoing, the Issuer or the Co-Issuer, as the case may be, would be materially adversely
affected.
Each purchaser of a beneficial interest in a Restricted Global Senior Note will be deemed to
represent at the time of purchase that: (a) the purchaser is both (i) a Qualified Institutional Buyer (or in
connection with an initial distribution of the Notes, an Institutional Accredited Investor) and (ii) a
Qualified Purchaser; (b) the purchaser is not 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; (c) the purchaser is not a plan referred to in paragraph
(a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A, or 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; (d) the purchaser and each account for which it is
purchasing, is required to hold and transfer at least the minimum denominations of the Notes specified in
the Indenture; and (e) the purchaser will provide written notice of the foregoing, and of any applicable
restrictions on transfer, to any transferee thereof.
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 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 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 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,
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