Attentus CDO I Offering Circular - Irish Stock Exchange

deducted or withheld as described in the definition of Tax Event at any time exceeds the sum of the
Aggregate Outstanding Principal Amount of the Subordinated Notes then outstanding and the Aggregate
Outstanding Principal Amount of the most subordinate Class of Senior Notes then outstanding, the
“Affected Class” shall be deemed to be the next most subordinate Class of Senior Notes then
outstanding). Any such redemption may only be effected from Sale Proceeds and cash and Eligible
Investments credited to the Interest Collection Account, the Principal Collection Account, the Expense
Account, the Discretionary Interest Shortfall Reserve Account and the Payment Account on any
Distribution Date, at the applicable Redemption Price (exclusive of installments of principal and interest
due on or prior to such date, the payment of which has been made or duly provided for to the Noteholders
as provided in the Indenture); provided that (i) a Tax Event has occurred, (ii) the Tax Materiality
Condition is satisfied, (iii) except as otherwise set forth in the Indenture and described herein, the Sale
Proceeds and all Cash and Eligible Investments credited to the Interest Collection Account, Principal
Collection Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account and the
Payment Account on the relevant Distribution Date must be at least sufficient to redeem the Senior Notes
simultaneously in accordance with the procedures described in the Indenture and (iv) such Sale Proceeds
are used to make such a redemption.
Notwithstanding anything contained herein to the contrary, in connection with any potential Tax
Redemption that would not satisfy the requirements set forth in clause (iii) of the proviso in the
immediately preceding paragraph, Holders of a Majority of the Aggregate Outstanding Principal Amount
of any Class of Senior Notes that, as a result of the occurrence of a Tax Event, would not be entitled to
receive 100% of the aggregate amount of principal and interest payable to such Class (or, if the Class A-1
Notes would not be entitled to receive 100% of the aggregate amount of principal and interest payable to
such Class, Holders of 100% of the Aggregate Outstanding Principal Amount of such Class) may elect to
receive less than 100% of the portion of the Total Redemption Amount that would otherwise be payable
to Holders of such Affected Class; provided, that if the Holders of 100% of the Aggregate Outstanding
Principal Amount of the Class A-1 Notes make such an election, the Trustee shall provide prompt written
notice of such election to Standard & Poor’s and Fitch.
A “Tax Event” will occur if (a) any obligor, paying agent or Hedge Counterparty is required to
deduct or withhold from any payment under any Collateral Debt Security or Hedge Agreement to the
Issuer or under any Corresponding Debenture for or on account of any tax for whatever reason, whether
or not as a result of any change in law or interpretation, and the related obligor, paying agent or Hedge
Counterparty is not required to pay to the Issuer such additional amount as is necessary to ensure that the
net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor
or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or
withholding occurred, (b) a net income, profits or similar tax is imposed on any Trust Preferred Securities
Issuer or (c) a net income, profits or similar tax is imposed on the Issuer.
The “Tax Materiality Condition” will be satisfied during any 12-month period if the sum of (i) the
aggregate amount deducted or withheld during such 12-month period for or on account of any tax by all
obligors, paying agents or Hedge Counterparty from payments to the Issuer under any Collateral Debt
Security or under any Corresponding Debenture (net of any gross-up payment made with respect thereto)
and (ii) the aggregate amount of any net income, profits or similar tax imposed on any Trust Preferred
Securities Issuer or the Issuer during such 12-month period, exceeds U.S.$2,000,000.
“Majority” means, with respect to any Class or Classes of Notes, the Holders of more than 50%
of the Aggregate Outstanding Principal Amount of Notes of such Class or Classes of Notes, as the case
may be.
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