Attentus CDO I Offering Circular - Irish Stock Exchange

“Reg Y Institution” means any Holder of Subordinated Notes that is, or is controlled by a person
that is, subject to the provisions of Regulation Y of the Board of Governors of the Federal Reserve
Systems of the United States or any successor to such regulation, but excludes, in any event, (a) any
“qualifying foreign banking organization” within the meaning of Regulation Y of the Board of Governors
of the Federal Reserve Systems (12 C.F.R. Section 211.23) that has booked its investment in the
Subordinated Notes outside the United States and (b) any financial holding company or subsidiary of a
financial holding company authorized to engage in merchant banking activities pursuant to Section
4(k)(4)(H) of the Bank Holding Company Act of 1956, as amended.
Redemption Procedures
Notice of any Auction Call Redemption, Optional Redemption or Tax Redemption will be given
by first-class mail, postage prepaid, mailed not less than 10 Business Days prior to the date scheduled for
redemption (with respect to such Auction Call Redemption, Optional Redemption or Tax Redemption, the
“Redemption Date”), to each Holder of Notes to be redeemed at such Holder’s address in the register
maintained by the registrar under the Indenture, to the Hedge Counterparties and to each Rating Agency.
In addition, the Trustee will, if and for so long as any Class of Notes to be redeemed is listed on the Irish
Stock Exchange, (i) cause notice of such Auction Call Redemption, Optional Redemption or Tax
Redemption to be delivered to the Company Announcements Office of the Irish Stock Exchange not less
than 10 Business Days prior to the Redemption Date and (ii) promptly notify the Irish Stock Exchange of
any Auction Call Redemption, Optional Redemption or Tax Redemption. Notes must be surrendered at
the offices of any Paying Agent under the Indenture in order to receive the applicable Redemption Price,
unless the Holder provides (i) an undertaking to surrender such Note thereafter and (ii) in the case of a
Holder that is not a Qualified Institutional Buyer, such security or indemnity as may be required by the
Issuer or the Trustee.
The Notes may not be redeemed pursuant to an Optional Redemption or Tax Redemption unless
at least four Business Days before the scheduled Redemption Date, the Collateral Manager shall have
furnished to the Trustee evidence, in form satisfactory to the Trustee, that the Collateral Manager on
behalf of the Issuer has entered into a binding agreement or agreements with a financial institution or
institutions whose long-term unsecured debt obligations (other than such obligations whose rating is
based on the credit of a person other than such institution) have a credit rating from each Rating Agency
at least equal to the then-highest rating of any Notes then Outstanding or whose short-term unsecured debt
obligations have a credit rating of “P-1” by Moody’s, at least “A-1” by Standard & Poor’s and at least
“F1” by Fitch, to sell, not later than the Business Day immediately preceding the scheduled Redemption
Date, in immediately available funds, all or part of the Collateral Debt Securities at a sale price (including
in such price the sale of accrued interest) which, when added to all cash and Eligible Investments
maturing on or prior to the scheduled Redemption Date credited to the Interest Collection Account, the
Principal Collection Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account
and the Payment Account on the relevant Distribution Date, will equal or exceed the Total Senior
Redemption Amount; provided, that the Collateral Manager may, rather than entering into a binding
agreement or agreements with one or more purchasers that meet the ratings requirements set forth above,
enter into an agreement on behalf of the Issuer to sell all or part of the Collateral Debt Securities at the
price described above to the Collateral Manager or any of its affiliates, so long as (a) the Rating Condition
is satisfied with respect thereto and (b) such Person provides credit support in respect of its purchase
obligation in the form and amount requested, if any, by the Issuer or any Rating Agency (including,
without limitation, in the form of a letter of credit if so requested).
Any notice of Auction Call Redemption, Optional Redemption or Tax Redemption may be
withdrawn by the Co-Issuers up to the fourth Business Day prior to the scheduled Redemption Date by
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