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

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(2) both short-term and long-term debt ratings by Moody's; and either: (A) the long-term debt rating by Moody's is below "A1" or such rating is "A1" and has been placed on credit watch for possible downgrade by Moody's; or (B) the short-term debt rating by Moody's is below "P-1" or such rating is "P-1" and has been placed on credit watch for possible downgrade by Moody's; or (3) the short-term debt rating by Standard & Poor's is below "A-1+" or its long-term debt rating is less than "A+" (but such Hedge Counterparty has a short term debt rating by Standard & Poor's of at least "A-3" and, if applicable, a long term debt rating by Standard & Poor's of at least "BBB-"); and the debt ratings of such Hedge Counterparty's guarantor, if applicable, fail to equal or exceed the above criteria, then such Hedge Counterparty will be required, at its sole expense, to, within 30 days, either: (1) post collateral to the Issuer to secure the Hedge Counterparty's obligations under the Hedge Agreement, in the amount calculated pursuant to such Hedge Agreement (or, if the calculation methodology is not set forth in such Hedge Agreement, in an amount sufficient to enable the Rating Agencies to issue Rating Confirmations); (2) obtain a guarantor whose short-term and long-term debt ratings equal or exceed the above criteria (with such guarantor's guarantee to comply with Standard & Poor's published criteria with respect to guarantees); (3) replace itself at its own cost under the related or substantially equivalent Hedge Agreement with a substitute Hedge Counterparty whose short-term and long-term debt ratings (or those of the substitute Hedge Counterparty's guarantor (with such guarantor's guarantee to comply with Standard & Poor's published criteria with respect to guarantees) equal or exceed the above criteria); or (4) take such other actions as is necessary to obtain Rating Confirmations; (b) Subject to the rating conditions set forth in subclause (c) below, if the Hedge Counterparty has: (1) only a long term debt rating by Moody's and such rating is "A2" or below or has been suspended or withdrawn; (2) both a short-term and long-term debt rating by Moody's; and either: (A) (B) the long-term debt rating by Moody's is "A3" or below or is suspended or withdrawn; or the short-term debt rating by Moody's is "P-2" or below; and the debt ratings of such Hedge Counterparty's guarantor fail to equal or exceed the above criteria, then such Hedge Counterparty shall be required, at its sole expense, to, within 30 days, either: (1) post collateral to the Issuer to secure the Hedge Counterparty's obligations under the Hedge Agreement, in an amount equal to the greatest of: (A) the next payment due under the Hedge Agreement, (B) 1% of the notional amount of the Hedge Agreement, and (C) the mark-to-market value of the Hedge Agreement (or such greater amount required under Standard & Poor's then-current collateral posting requirements); and to continue to make commercially reasonable efforts or, after 30 days, best efforts, to find either a guarantor pursuant to clause (2)(x) below or a replacement Hedge Counterparty pursuant to clause (2)(y) below, provided that the obligation to post collateral shall continue until the completion of the requirements referenced in either of clauses (2)(x) or (2)(y) below; or (2) (x) obtain a guarantor whose short-term and long-term debt ratings equal or exceed the above criteria and the appointment of which will enable Standard & Poor's Rating to issue a Rating Confirmation (with such guarantor's guarantee to comply with Standard & Poor's published criteria with respect to guarantees); 95
(y) replace itself under the related or substantially equivalent Hedge Agreement with a substitute Hedge Counterparty whose short-term and long-term debt ratings (or those of its guarantor) equal or exceed the above criteria and the appointment of which will enable Standard & Poor's Rating to issue a Rating Confirmation; or (z) take such other actions as is necessary to obtain Rating Confirmations. (c) If the Hedge Counterparty has a short term debt rating by Standard & Poor's below "A-3" and, if such Hedge Counterparty has a long term rating by Standard & Poor's, a long term debt rating by Standard & Poor's below "BBB-" or that has been suspended or withdrawn and the debt rating of such Hedge Counterparty's guarantor fails to equal or exceed the above criteria, then such Hedge Counterparty will be required, at its sole expense, to post collateral to the Issuer to secure the Hedge Counterparty's obligations under the Hedge Agreement and, while posting such collateral to the Issuer, such Hedge Counterparty will be required to transfer the Hedge Agreement, in whole, but not in part, to a counterparty that satisfies (or whose guarantor (with such guarantor's guarantee to comply with Standard & Poor's published criteria with respect to guarantees) satisfies) the debt ratings set forth in clause (i) and (ii) of the definition of "Required Hedge Counterparty Rating" within 10 days of the failure to equal or exceed the above criteria. The Indenture will require that if at any time any Hedge Agreement becomes subject to early termination due to the occurrence of specified events of default or termination events thereunder (such as a failure to make payments when due, bankruptcy or a change in law making the performance of the obligations under any Hedge Agreement unlawful and failure to comply with the remedial requirements described above following a failure to satisfy the required rating criteria described above) with respect to the related Hedge Counterparty, the Issuer and the Trustee (subject to the terms of the Indenture and in consultation with the Collateral Manager) will take such actions to enforce the rights of the Issuer and the Trustee thereunder as may be permitted by the terms of each Hedge Agreement and consistent with the terms of the Indenture, and will apply the proceeds of any such actions (including, without limitation, the proceeds of the liquidation of any collateral pledged by the related Hedge Counterparty), if the Collateral Manager determines that it is advisable to do so, to enter into a replacement Hedge Agreement(s) on substantially identical terms or on such other terms so long as (other than in the case of a Form- Approved Hedge Agreement) a Rating Confirmation is obtained from Standard & Poor's. Each Hedge Agreement also will be subject to early termination upon the occurrence of specified events of default or termination events thereunder (such as those described above) with respect to the Issuer. In addition, any termination payments payable by the Issuer to the related Hedge Counterparty upon an early termination of a Hedge Agreement will be paid in the priority specified therefor in "Application of Funds—Priority of Payments." If a Non-USD Debt Obligation related to a Currency Hedge becomes a Defaulted Obligation or is sold by the Issuer or is called or prepaid, such Currency Hedge will be terminated. If a Currency Hedge is terminated as a result of the related Non-USD Debt Obligation becoming a Defaulted Obligation, the Collateral Manager may, but shall not be required to, cause the Issuer to enter into additional, supplemental or replacement Currency Hedge, and each such Currency Hedge and related Hedge Counterparty is subject to the receipt of a Rating Confirmation from each Rating Agency with respect thereto (unless such Hedge Agreement is a Form-Approved Hedge Agreement). Upon written direction of the Collateral Manager, the Trustee shall agree to any such additional, supplemental or replacement Hedge Agreement. The Issuer will have the right to vary the procedures set forth above to comply from time to time with thenprevailing practices. The Hedge Agreements will be governed by New York law. Currency Hedges On or promptly after the purchase of a Non-USD Debt Obligation, the Issuer will enter into one or more Currency Hedges with respect to such obligation (or maintain one or more existing Currency Hedges in respect of the related Permitted Currency covering such Non-USD Debt Obligation as permitted below). If the Issuer maintains one or more existing Currency Hedges to cover such Non-USD Debt Obligation as permitted below and the scheduled termination date thereof does not comply with clause (iv) below, the Issuer may satisfy such clause (iv) by entering into an additional Currency Hedge that is a forward starting transaction satisfying such 96
Page 1 and 2:
Offering Subject Memorandum to Comp
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subsequent transferee will be requi
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ACCORDANCE WITH PART 6D.2 OF THE CO
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NOTICE TO RESIDENTS IN THE PROVINCE
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MUTUAL FUNDS, PORTFOLIO INVESTMENT
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THE OFFERED SECURITIES HAVE NOT BEE
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BENEFICIAL OWNERS OF SUCH OFFERED S
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Shares, the Issuer under the Prefer
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TABLE OF CONTENTS SUMMARY OF TERMS
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CAYMAN ISLANDS TAX CONSIDERATIONS..
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Issuer: ...........................
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Interest Reserve Account (to be app
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Counterparties as it may elect in i
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United States or any state thereof
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(iii) such calculation will not inc
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The "Reinvestment Overcollateraliza
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The foregoing descriptions are summ
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(z) Not more than the percentage of
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the proceeds of such sale may be re
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(v) the Weighted Average Rating Fac
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(6) to the payment of accrued and u
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(4) to the payment of the amounts r
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RISK FACTORS An investment in the O
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To the extent the requirements unde
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Preferred Shares. In the event of a
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Investments of the Issuer in securi
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Controlling Class are entitled to d
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the ability of the Co-Issuers to op
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Agency in rating the Notes or any r
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not directly benefit from the colla
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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 and 104: (b) the Overcollateralization Tests
Page 105 and 106: The "Required Sale Date" means, (a)
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: transfer of such amounts (except fo
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
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has decreased its spread over a Lon
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"Defaulted Obligation" means for an
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organized under the laws of the Uni
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provides services; provided that U.
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"Form-Approved Synthetic Security"
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that the Collateral Manager may bas
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affiliates have defaulted on any de
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"Principal Balance" means with resp
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disposition of Collateral Debt Obli
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"Sale Proceeds" means with respect
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ating if such rating is higher than
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Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
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INDEX OF DEFINED TERMS $...........
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Issuer Par Amount .................
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USA PATRIOT Act....................
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equirement for written certificatio
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9. We understand that the Issuer, t
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ANNEX B FORM OF PREFERRED SHARE ERI
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(v) (vi) the proceeds of such sale,
Page 203 and 204:
EXHIBIT A Aggregate Industry Unit S
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Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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