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Attentus CDO I Offering Circular - Irish Stock Exchange

Attentus CDO I Offering Circular - Irish Stock Exchange

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Neither the Collateral Manager nor any of its affiliates makes any representation or warranty as to, or has<br />

independently verified or assumes any responsibility for, the accuracy and completeness of the<br />

information contained herein other than the information appearing in the sections entitled “The Collateral<br />

Manager” or “Risk Factors—Conflicts of Interest Involving the Collateral Manager.” The Collateral<br />

Manager disclaims any obligation to update such information and does not intend to do so. Neither the<br />

Hedge Counterparties nor any of their respective affiliates makes any representation or warranty as to, has<br />

independently verified or assumes any responsibility for, the accuracy and completeness of the<br />

information contained herein. Each Hedge Counterparty disclaims any obligation to update any<br />

information herein and does not intend to do so. Nothing contained in this <strong>Offering</strong> <strong>Circular</strong> is or should<br />

be relied upon as a promise or representation as to future results or events. The Trustee has not<br />

participated in the preparation of this <strong>Offering</strong> <strong>Circular</strong> and assumes no responsibility for its contents.<br />

This <strong>Offering</strong> <strong>Circular</strong> contains summaries of certain documents and of the terms of the Collateral Debt<br />

Securities. The summaries do not purport to be complete, contain generalizations and are qualified in<br />

their entirety by reference to such documents, copies of which will be made available to offerees upon<br />

request. Requests and inquiries regarding this <strong>Offering</strong> <strong>Circular</strong> or such documents should be directed to<br />

Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, Attention: The<br />

<strong>CDO</strong> Group.<br />

The Co-Issuers will make available to any offeree of the Offered Notes, prior to the issuance thereof, the<br />

opportunity to ask questions of and to receive answers from the Co-Issuers or a person acting on their<br />

behalf concerning the terms and conditions of the <strong>Offering</strong>, the Co-Issuers or any other relevant matters<br />

and to obtain any additional information to the extent the Co-Issuers possess such information or can<br />

obtain it without unreasonable expense.<br />

Each purchaser of an Offered Note offered or sold in the United States or to a U.S. Person will be<br />

required (or, in certain circumstances relating to the offer and a sale of a Senior Note, deemed) to<br />

represent to the Issuer, the Co-Issuer (in the case of a Senior Note other than a Class E Note), the Trustee<br />

and the Initial Purchaser that it is a “qualified purchaser,” as such term is defined for purposes of Section<br />

3(c)(7) of the Investment Company Act (each, a “Qualified Purchaser”) that is either (a) a qualified<br />

institutional buyer, as defined in Rule 144A under the Securities Act (each, a “Qualified Institutional<br />

Buyer”), purchasing for its own account, to whom notice is given that the resale, pledge or other transfer<br />

is being made in reliance on the exemption from the registration requirements of the Securities Act<br />

provided by Rule 144A or (b) in the case of an initial purchaser of a Senior Note, an institutional<br />

“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act<br />

(each, an “Institutional Accredited Investor”) or in the case of a purchaser of a Subordinated Note, an<br />

“accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act (each, an<br />

“Accredited Investor”). Each purchaser of an Offered Note offered and sold in reliance on Regulation S<br />

will be required (or, in certain circumstances be deemed) to represent to the Issuer, the Co-Issuer (in the<br />

case of a Senior Note other than a Class E Note), the Trustee and the Initial Purchaser that it is not a U.S.<br />

Person, as such term is defined in Regulation S (a “U.S. Person”), and is acquiring the Offered Note in an<br />

offshore transaction in accordance with Regulation S, for its own account and not for the account or<br />

benefit of a U.S. Person. Each purchaser of an Offered Note will also be required (or, in certain<br />

circumstances, be deemed) to acknowledge that the Offered Notes have not been and will not be<br />

registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred<br />

except (a) to (i) a Qualified Purchaser that the transferor reasonably believes is (1) a Qualified<br />

Institutional Buyer purchasing for its own account, to whom notice is given that the resale, pledge or<br />

other transfer is being made in reliance on the exemption from Securities Act registration provided by<br />

Rule 144A, or, in the case of the Subordinated Notes, (2) an Accredited Investor, purchasing for its own<br />

account, to whom notice is given that the transfer is being made in reliance on an exemption from the<br />

registration requirements of the Securities Act (subject to the delivery of such certifications, legal<br />

opinions or other information as the Issuer may reasonably require to confirm that such transfer of<br />

Restricted Subordinated Notes is being made pursuant to an exemption from, or in a transaction not<br />

subject to, the registration requirements of the Securities Act), or (ii) a person that is not a “U.S. person”<br />

viii

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