Attentus CDO I Offering Circular - Irish Stock Exchange

written notice to the Trustee, the Hedge Counterparties and the Collateral Manager only if the Collateral
Manager is unable to deliver the sale agreement or agreements referred to above in form satisfactory to
the Trustee or to satisfy the conditions to the consummation of an Auction Call Redemption set forth in
the Indenture. At the cost of the Co-Issuers, the Trustee shall give notice of any withdrawal by overnight
courier guaranteeing next day delivery, sent not later than the third Business Day prior to the scheduled
Redemption Date, to each Holder of Notes to be redeemed at such Holder’s address in the Note Register
and to the Hedge Counterparties. In addition, the Trustee will, if any Class of Notes to have been
redeemed was listed on the Irish Stock Exchange, (i) deliver a notice of such withdrawal to the Company
Announcements Office of the Irish Stock Exchange not less than three Business Days prior to the
scheduled Redemption Date and (ii) promptly notify the Irish Stock Exchange of such withdrawal. In the
event of any such withdrawal, the Hedge Agreements shall remain in effect or, if any Hedge Agreement
shall have become subject to early termination after the notice of such redemption was delivered, the
Issuer shall enter into one or more replacement Hedge Agreements for the terminated Hedge Agreement
or Hedge Agreements in accordance with the Indenture.
Upon any redemption of any Class of Notes, each Combination Note with a Component
representing a Note of such Class will receive payment with respect to such Component. Thereafter the
Combination Notes will represent only such Components of such Classes that shall not have been
redeemed.
Redemption Price
The amount payable in connection with any Auction Call Redemption, Optional Redemption or
Tax Redemption of any Senior Note will be an amount (with respect to each Class of Senior Notes, the
“Senior Notes Redemption Price”) equal to, with respect to any Senior Note, an amount (determined
without duplication) equal to the sum of (a) the outstanding principal amount of such Senior Note being
redeemed (including any Defaulted Interest and interest on Defaulted Interest and any Deferred Interest
and interest on Deferred Interest, as applicable), plus (b) accrued and unpaid interest thereon (including
any Defaulted Interest and interest on Defaulted Interest and any Deferred Interest and interest on
Deferred Interest, as applicable) through the date of redemption. In the event of any redemption of the
Senior Notes, the Holders of the Subordinated Notes will receive, in redemption of the Subordinated
Notes, the remaining balance, if any, of funds in the Payment Account after payment of all amounts
payable pursuant to the terms of the Priority of Payments prior to the payment of such amounts to the
Holders of the Subordinated Notes minus an amount equal to (i) the par amount of the Issuer’s issued
ordinary shares plus (ii) U.S.$1.00 per ordinary share (the “Subordinated Notes Redemption Price”). The
Senior Notes Redemption Price and the Subordinated Notes Redemption Price, as to each applicable
Class of Notes, is herein referred to as the “Redemption Price.”
Upon any Auction Call Redemption, Optional Redemption or Tax Redemption, all payments will
be made in accordance with the Priority of Payments.
Cancellation
All Notes that are redeemed or paid and surrendered for cancellation as described herein will
forthwith be canceled and may not be reissued or resold.
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