Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

More documents

Recommendations

Info

(iii) the stated maturity of the Substitute Collateral Debt Obligation or Collateral Debt Obligations is no greater than, (A) in the case of Unscheduled Principal Payments, the stated maturity of the Collateral Debt Obligation that was the source of such Unscheduled Principal Payments or (B) in the case of Sale Proceeds, the stated maturity of the sold Collateral Debt Obligation; (iv) not more than 7.5% of the Principal Collateral Value of the Collateral Debt Obligations may consist of Triple-C Collateral Debt Obligations; (v) the Weighted Average Rating Factor Test shall be satisfied; (vi) (A) in the case of any other purchase of Substitute Collateral Debt Obligations (other than Collateral Debt Obligations purchased with the Sale Proceeds from the sale of Non-USD Debt Obligations), either (I) the Aggregate Principal Balance of the Collateral Debt Obligations will be maintained or increased or (II) the Overcollateralization Tests will be satisfied and (B) in the case of any purchase of Substitute Collateral Debt Obligations purchased with Sales Proceeds from the sale of Non-USD Debt Obligations not covered under clause (ii) above, either (I) the Aggregate Principal Balance of the Substitute Collateral Debt Obligations purchased with the Sale Proceeds will at least equal the Aggregate Principal Balance of the Non-USD Debt Obligations sold or (II) the Overcollateralization Tests will be satisfied; (vii) the Class A Notes and the Class B Notes will be rated at least as high by Moody's as the rating assigned to such Class of Notes on the Closing Date and the Class C Notes will be rated no lower than one subcategory below the rating assigned by Moody's to the Class C Notes on the Closing Date; and (viii) if the Standard & Poor's CDO Monitor Test is not satisfied, the Standard & Poor's Rating of the substitute Collateral Debt Obligation or Collateral Debt Obligations is equal to or greater than, (A) in the case of Unscheduled Principal Payments, the Standard & Poor's Rating of the Collateral Debt Obligation that was the source of such Unscheduled Principal Payments or (B) in the case of Sale Proceeds, the Standard & Poor's Rating of the sold Collateral Debt Obligation. In all other cases, Unscheduled Principal Payments and Sale Proceeds of Credit Risk Obligations and Credit Improved Obligations, along with all other Principal Proceeds, must be applied after the Reinvestment Period to pay the principal of the Notes in accordance with the Priority of Payments. Notwithstanding anything to the contrary set forth herein, compliance with the Reinvestment Criteria shall be measured by determining the aggregate effect of all sales of Collateral Debt Obligations and purchases of Substitute Collateral Debt Obligations on a given date (or, at the election of the Collateral Manager, the aggregate effect of a series of related sales of Collateral Debt Obligations and purchases of Substitute Collateral Debt Obligations during a period (not to exceed two Business Days) as specified by the Collateral Manager) on the Issuer's level of compliance with the Reinvestment Criteria, rather than considering the effect of each such purchase individually. Mandatory Sales of Collateral Debt Obligations The Issuer will: (a) direct the Trustee in writing to sell, and the Trustee so will sell in the manner so directed, Defaulted Obligations on or before the Required Sale Date; provided that Defaulted Obligations constituting not more than 5% of the Aggregate Principal Balance of the Collateral Debt Obligations may be held after the Required Sale Date for such Defaulted Obligations (and accordingly will not be required to be so sold) at the discretion of the Collateral Manager. During the Reinvestment Period, the Issuer will use reasonable efforts in accordance with its existing procedures and practices to purchase, no later than the end of the Due Period in which such Defaulted Obligations are sold (or 30 days, if greater), Substitute Collateral Debt Obligations with an Aggregate Principal Balance no less than the sum of the Sale Proceeds (excluding sale proceeds that constitute Interest Proceeds) from such sale; and (b) sell each Equity Workout Security or other Equity Security received by the Issuer as soon as commercially reasonable following the date of acquisition thereof but in any event prior to the Required Sale Date. 85
The "Required Sale Date" means, (a) for any Collateral Debt Obligation that becomes a Defaulted Obligation, the third anniversary of the Default Date therefor and (b) for any Equity Workout Security or any Equity Security (other than an Equity Workout Security), three years after the Issuer's receipt thereof (or within three years of such later date as such security may first be sold in accordance with its terms and to the extent permitted by applicable law); provided that, if the Required Sale Date with respect to any Collateral Debt Obligation, Equity Workout Security or Equity Security (other than an Equity Workout Security) is not a Business Day, such Required Sale Date will instead be the next succeeding Business Day. The Issuer may not acquire or own an Equity Security (other than an Equity Workout Security) unless either (i) such Equity Security is issued by an entity that is treated as a corporation that is not a United States real property holding corporation as defined in Section 897(c)(2) of the Code for U.S. federal income tax purposes, or (ii) the Collateral Manager has received advice of Milbank, Tweed, Hadley & McCloy LLP or an opinion of other nationally recognized U.S. tax counsel in such matters to the effect that acquiring and owning such Equity Security will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes. If the Issuer or acquires or owns an Equity Security (other than an Equity Workout Security) and the Collateral Manager determines that neither of the foregoing requirements can be satisfied, the Collateral Manager shall sell such Equity Security as soon as commercially reasonable following the date of determination. Sales Relating to Redemptions In the event of a redemption of the Notes pursuant to an Optional Redemption or Tax Redemption, the Collateral Manager on behalf of the Issuer may direct the Trustee to sell Collateral Debt Obligations without regard to the limitations described under "—Substitute Securities and Reinvestment Criteria" above (which sales may be by assignment or by a 100% participation with respect to such Collateral Debt Obligation); provided that (1) the proceeds therefrom will be at least sufficient to pay certain expenses and other amounts and redeem in whole but not in part all Notes to be redeemed simultaneously; and (2) such proceeds are used to make such redemption. Notwithstanding anything contained in the Indenture to the contrary, any amounts received by the Trustee on behalf of the Issuer with respect to any Collateral Debt Obligation subsequent to a sale by 100% participation of such Collateral Debt Obligation in the manner contemplated in the preceding sentence will not be considered as Interest Proceeds or Principal Proceeds and the Trustee, upon Issuer Order, shall pay such amounts to the relevant participant. See "Description of the Offered Securities—Redemption." Sales of Non-USD Debt Obligations The Collateral Manager on behalf of the Issuer may direct the Trustee to sell Non-USD Debt Obligations from time to time in accordance with the requirements of certain provisions of the Indenture relating to sales of Collateral Debt Obligations; provided, however, that (A) the Collateral Manager, on behalf of the Issuer, will sell or terminate the Currency Hedge related thereto on market terms on or about the date of such sale (except as otherwise described under "—Hedge Agreements—Currency Hedges"), (B) (x) any Currency Hedge Termination Payments payable by the Issuer to the Hedge Counterparty as a result of such termination will be paid out of the Sale Proceeds of the sale of such Non-USD Debt Obligation and (y) if such Sale Proceeds are not sufficient to pay such Currency Hedge Termination Payments, then the remaining Currency Hedge Termination Payments shall be paid from the Currency Account in accordance with the Indenture and (C) any Currency Hedge Termination Receipts payable by the Hedge Counterparty to the Issuer as a result of such termination will constitute part of the Sale Proceeds of the sale of such Non-USD Debt Obligation. On any date during the Reinvestment Period, the Collateral Manager on behalf of the Issuer is hereby authorized to direct the Trustee to effect an exchange of any Sale Proceeds and other amounts received in respect of any Non-USD Debt Obligation that, if denominated in Dollars, would constitute Principal Proceeds and any Currency Hedge Termination Receipts into U.S. Dollars or a Permitted Currency, as applicable, pursuant to a Permitted Currency Exchange at the Applicable Spot Market Exchange Rate, to the extent that such amounts are not payable to any Hedge Counterparty and are to be reinvested in additional Collateral Debt Obligations denominated in such currency. Investment in Eligible Investments and Non-USD Debt Obligations Subject to the conditions described herein, Principal Proceeds (including those resulting from dispositions of Collateral Debt Obligations as aforesaid) may be reinvested in Collateral Debt Obligations if the Reinvestment 86
Page 1 and 2:
Offering Subject Memorandum to Comp
Page 3 and 4:
subsequent transferee will be requi
Page 5 and 6:
ACCORDANCE WITH PART 6D.2 OF THE CO
Page 7 and 8:
NOTICE TO RESIDENTS IN THE PROVINCE
Page 9 and 10:
MUTUAL FUNDS, PORTFOLIO INVESTMENT
Page 11 and 12:
THE OFFERED SECURITIES HAVE NOT BEE
Page 13 and 14:
BENEFICIAL OWNERS OF SUCH OFFERED S
Page 15 and 16:
Shares, the Issuer under the Prefer
Page 17 and 18:
TABLE OF CONTENTS SUMMARY OF TERMS
Page 19 and 20:
CAYMAN ISLANDS TAX CONSIDERATIONS..
Page 21 and 22:
Issuer: ...........................
Page 23 and 24:
Interest Reserve Account (to be app
Page 25 and 26:
Counterparties as it may elect in i
Page 27 and 28:
United States or any state thereof
Page 29 and 30:
(iii) such calculation will not inc
Page 31 and 32:
The "Reinvestment Overcollateraliza
Page 33 and 34:
The foregoing descriptions are summ
Page 35 and 36:
(z) Not more than the percentage of
Page 37 and 38:
the proceeds of such sale may be re
Page 39 and 40:
(v) the Weighted Average Rating Fac
Page 41 and 42:
(6) to the payment of accrued and u
Page 43 and 44:
(4) to the payment of the amounts r
Page 45 and 46:
RISK FACTORS An investment in the O
Page 47 and 48:
To the extent the requirements unde
Page 49 and 50:
Preferred Shares. In the event of a
Page 51 and 52:
Investments of the Issuer in securi
Page 53 and 54: Controlling Class are entitled to d
Page 55 and 56: the ability of the Co-Issuers to op
Page 57 and 58: Agency in rating the Notes or any r
Page 59 and 60: not directly benefit from the colla
Page 61 and 62: circumstances, the loaned Collatera
Page 63 and 64: Securities are entitled to vote, in
Page 65 and 66: As part of their regular business,
Page 67 and 68: Declaration of Trust). It is not an
Page 69 and 70: Carrie Bunton, Vice President Carri
Page 71 and 72: any Notes for any Interest Accrual
Page 73 and 74: Withholding Tax Obligations, in eac
Page 75 and 76: Payments on the Offered Securities
Page 77 and 78: state of the United States or any o
Page 79 and 80: payments except the portion thereof
Page 81 and 82: Intermediary; and (ii) all other ac
Page 83 and 84: Payment Sequence or (y) if, on the
Page 85 and 86: payment of all amounts due from the
Page 87 and 88: In order to ensure that the Issuer
Page 89 and 90: 3.0% Any of Greece, Italy or Portug
Page 91 and 92: assigning Selling Institution shoul
Page 93 and 94: The Class B Interest Coverage Test
Page 95 and 96: Minimum Diversity Score Maximum Wei
Page 97 and 98: Rating/Minimum Spread/Maximum WAL M
Page 99 and 100: Moody's Recovery Rate for All Other
Page 101 and 102: emaining for the payment of the Cla
Page 103: (b) the Overcollateralization Tests
Page 107 and 108: Principal Collection Account All pr
Page 109 and 110: Agreement, or if any such Swap Agre
Page 111 and 112: Account will be utilized to purchas
Page 113 and 114: transfer of such amounts (except fo
Page 115 and 116: (y) replace itself under the relate
Page 117 and 118: denominated in the same Permitted C
Page 119 and 120: Lending Counterparty so that the Se
Page 121 and 122: agreed that if such purchaser is no
Page 123 and 124: or bad faith on its part, arising o
Page 125 and 126: and all other amounts payable under
Page 127 and 128: federal, state, local or foreign in
Page 129 and 130: elevant provisions of the Indenture
Page 131 and 132: Co-Issuers of all other amounts due
Page 133 and 134: holders of the Preferred Shares of,
Page 135 and 136: Zhen Tao, Associate. Prior to joini
Page 137 and 138: If the Collateral Management Agreem
Page 139 and 140: Manager, the resigning or removed C
Page 141 and 142: Manager certain reports, schedules
Page 143 and 144: A U.S. Holder generally will recogn
Page 145 and 146: CAYMAN ISLANDS TAX CONSIDERATIONS T
Page 147 and 148: The Issuer intends to limit purchas
Page 149 and 150: In the Placement Agreement, each of
Page 151 and 152: any of their respective affiliates
Page 153 and 154: Additional Restrictions No transfer
Page 155 and 156:
EMPLOYEE BENEFIT PLAN SUBJECT TO TI
Page 157 and 158:
AND IS NOT A QUALIFIED PURCHASER, A
Page 159 and 160:
warehouse facility (including the l
Page 161 and 162:
GLOSSARY "Accredited Investor" mean
Page 163 and 164:
such Floating Rate Collateral Debt
Page 165 and 166:
has decreased its spread over a Lon
Page 167 and 168:
"Defaulted Obligation" means for an
Page 169 and 170:
organized under the laws of the Uni
Page 171 and 172:
provides services; provided that U.
Page 173 and 174:
"Form-Approved Synthetic Security"
Page 175 and 176:
that the Collateral Manager may bas
Page 177 and 178:
affiliates have defaulted on any de
Page 179 and 180:
"Principal Balance" means with resp
Page 181 and 182:
disposition of Collateral Debt Obli
Page 183 and 184:
"Sale Proceeds" means with respect
Page 185 and 186:
ating if such rating is higher than
Page 187 and 188:
Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
Page 189 and 190:
INDEX OF DEFINED TERMS $...........
Page 191 and 192:
Issuer Par Amount .................
Page 193 and 194:
USA PATRIOT Act....................
Page 195 and 196:
equirement for written certificatio
Page 197 and 198:
9. We understand that the Issuer, t
Page 199 and 200:
ANNEX B FORM OF PREFERRED SHARE ERI
Page 201 and 202:
(v) (vi) the proceeds of such sale,
Page 203 and 204:
EXHIBIT A Aggregate Industry Unit S
Page 205 and 206:
Standard & Poor's Industry Classifi
show all

Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?