Attentus CDO I Offering Circular - Irish Stock Exchange

Date by Permitted Plans) or (ii) 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). In addition, no Combination Notes (or any interest therein)
may be transferred to a transferee that is (A) an “employee benefit plan” as defined in Section 3(3)
ERISA, whether or not subject to ERISA, including, without limitation, foreign, church and governmental
plans, (B) a “plan” described in Section 4975(e)(1) of 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.
Each purchaser and transferee of a Regulation S Subordinated Note and Regulation S Class E
Note will be deemed to have represented and warranted that it is not a Benefit Plan Investor or a
Controlling Person. Notwithstanding the foregoing, Permitted Plans that have obtained the prior written
consent of the Issuer will be permitted to purchase Regulation S Subordinated Notes or Class E Notes 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 will not result in 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) or (ii) it is (a) an employee
benefit plan maintained outside of the United States primarily for the benefit of persons substantially all
of whom are nonresident aliens of the United States and is not subject to ERISA or Section 4975 of the
Code and (b) not subject to any law, rule or regulation in the jurisdiction in which such employee benefit
plan was established or is maintained that would, as a result of its purchase, holding or disposition of a
subordinated note or an interest therein, subject the Issuer to any obligation or liability (other than those
contemplated by the Indenture), penalty or tax.
Each purchaser and transferee of a Combination Note will be required to represent and warrant
that it is not, and is not acting on behalf of, (A) an “employee benefit plan” as defined in Section 3(3) of
ERISA, whether or not subject to ERISA, including, without limitation, foreign and governmental plans,
(B) a “plan” described in Section 4975(e)(1) of 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 (other than a Benefit Plan Investor) 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 Co-Issuer, the Initial
Purchaser, the Collateral Manager or any other person that has discretionary authority or control with
respect to the assets of the Issuer or the Co-Issuer or a person who provides investment advice for a fee
(direct or indirect) with respect to the assets of the Issuer or the Co-Issuer, or any “affiliate” (as defined in
29 C.F.R. Section 2510.3-101(f)(3)) of any such person.
See “Certain ERISA Considerations” herein for a more detailed discussion of certain ERISA and
related considerations with respect to an investment in the Offered Notes.
Accounting and Regulatory Treatment. Prospective investors should consult their own
accounting advisors concerning the accounting treatment that would be given to any Offered Note (or
interest therein) held by such investors, and any other consequences that investing in Offered Notes may
have on the accounting treatment of such entities. Recent accounting developments may impact whether
or not certain Holders of Offered Notes (or interests therein) are required to consolidate certain assets and
liabilities on their financial statements.
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