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

Co-Issuers of all other amounts due under the Indenture, the Notes, the Administration Agreement, the Collateral
Administration Agreement, each Hedge Agreement and the Collateral Management Agreement.
Except as otherwise required by applicable law, any money deposited with the Trustee or any paying agent in
trust for the payment of the principal of or interest on any Note and remaining unclaimed for two years after such
principal or interest have become due and payable will be paid to the Co-Issuers on request of the Issuer; and the
holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer or the Co-Issuer for
payment of such amounts and all liability of the Trustee or such paying agent with respect to such money (but only
to the extent of the amounts so paid to the Co-Issuers) will terminate.
Intended Tax Treatment of the Notes
The Indenture provides that each of the Issuer and the Co-Issuer intends that, for U.S. federal income tax
purposes, (i) the Notes be treated as debt of the Issuer and (ii) the Preferred Shares be treated as equity in the Issuer.
In addition, the Indenture provides that each holder of a Note or any interest therein shall, by virtue of its purchase
or other acquisition of such Note or interest therein, as applicable, be deemed to have agreed to treat (A) such Note
as indebtedness of the Issuer and (B) such Preferred Share as equity in the Issuer, in each case, for U.S. federal
income tax purposes.
Governing Law
The Indenture, the other Program Documents and the Notes will be governed by, and construed in accordance
with, the laws of the State of New York. The Memorandum and Articles, the Declaration of Trust, the
Administration Agreement and the Preferred Shares will be governed by, and construed in accordance with, the law
of the Cayman Islands.
CERTAIN PARTICULARS OF THE PREFERRED SHARES
The Preferred Shares will consist of 44,800 Mandatorily Redeemable Preferred Shares, U.S.$0.01 par value per
share, of the Issuer, having an aggregate original issue price of U.S.$44,800,000, or U.S.$1,000 per Preferred Share.
The Preferred Shares will be unsecured equity interests in the Issuer and will be issued pursuant to the Issuer's
Amended and Restated Memorandum of Association and Amended and Restated Articles of Association (the
"Memorandum and Articles") and certain resolutions of the Board of Directors of the Issuer passed on or before the
Closing Date authorizing the issue of the Preferred Shares (the "Resolutions "). The Issuer will enter into a Fiscal
Agency Agreement, to be dated as of the Closing Date (the "Fiscal Agency Agreement" and collectively with the
Memorandum and Articles and the Resolutions, the "Preferred Share Documents"), among the Issuer, U.S. Bank
National Association, as preferred share paying agent (in such capacity, the "Preferred Share Paying Agent"), and
Maples Finance Limited, as share registrar. Amounts available for distribution to the Preferred Shares will be
distributed pursuant to the terms of the Indenture and the Preferred Share Documents.
The following summary describes certain provisions of the Preferred Share Documents, but does not purport to
be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Preferred Share
Documents.
The Preferred Shares will be equity interests in the Issuer and will be fully subordinated to the Notes and to the
payment of all debts, fees and expenses of the Co-Issuers. The Preferred Shares will not be secured by the
Collateral or otherwise entitled to the benefits of the Indenture, but under the terms of the Indenture the Trustee will
pay to the Preferred Share Paying Agent amounts available for distribution to the Preferred Shares on each
Distribution Date pursuant to the Priority of Payments.
Distributions of dividends on, and the redemption amount of, the Preferred Shares will be made solely from the
proceeds of the Collateral available to be paid under the Indenture by the Trustee to the Preferred Share Paying
Agent in accordance with the Priority of Payments. To the extent that following realization of the Collateral, these
amounts are insufficient to pay the redemption amount of the Preferred Shares or dividends thereon, no other funds
will be available to make such payments.
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