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

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James P. Ferguson, Senior Portfolio Manager. Mr. Ferguson is the Senior Portfolio Manager of Octagon, which he founded in 1994. Previously, Mr. Ferguson was the Group Credit Officer for the Global Banking Division of Chemical Bank. Prior to that, he held numerous relationship management positions at Manufacturers Hanover Trust Co., most notably in acquisition finance. Mr. Ferguson holds a B.S.B.A degree from Bucknell University. Andrew D. Gordon, Portfolio Manager. Mr. Gordon serves as Portfolio Manager of Octagon Investment Partners V, Ltd., Octagon Investment Partners VI, Ltd., Octagon Investment Partners II, LLC (a market value fund) and a managed account. Prior to joining Octagon, Mr. Gordon was a Managing Director of Chemical Securities, Inc. and prior to that, was a Vice President in the Acquisition Finance Division of Manufacturers Hanover Trust. Mr. Gordon holds a B.A. degree from Duke University. Michael B. Nechamkin, Portfolio Manager. Mr. Nechamkin serves as Portfolio Manager of Octagon Investment Partners IV, Ltd., Octagon Investment Partners VII, Ltd., and Octagon Investment Partners VIII, Ltd. Prior to joining Octagon, Mr. Nechamkin was a Vice President and Senior Analyst in the High Yield Research Group of BT Alex Brown. Prior to that, Mr. Nechamkin was the Convertible Securities Analyst at Mabon Securities and a Financial Consultant at Merrill Lynch and Co. Mr. Nechamkin holds a Bachelors degree and a Masters degree of Talmudic Law from Ner Israel College and an M.B.A. degree from the University of Baltimore. Patrick J. Steiner, Portfolio Manager. Mr. Steiner will serve as Portfolio Manager of Octagon's European cash flow CDO. Prior to joining Octagon in June 2001, Mr. Steiner was Director of JPMorgan Chase's European High Yield Research Group, which he created in 1998. Mr. Steiner joined JPMorgan Chase from American Express/IDS' investment department in Minneapolis, where he covered the telecom, media and textile industries. Prior to that, Mr. Steiner spent five years at a private equity boutique investing in international petrochemical projects and U.S. domestic industrial companies, and three years as a corporate finance generalist at Bankers Trust Company. Mr. Steiner holds a B.A. degree in Economics from Georgetown University, and an M.B.A. degree from Columbia University. Mr. Steiner has received the Chartered Financial Analyst (CFA) designation. Brendan Miles, Principal. Prior to joining Octagon, Mr. Miles was a Vice President and Director of Citigroup in New York and Hong Kong where he specialized in leveraged finance, corporate debt restructuring and loan syndications. Most recently, Mr. Miles was the head of distressed asset sales for Citibank's North American Credit Card business where he managed a U.S.$15 billion portfolio of consumer loan charge-offs. Prior to joining Citigroup, Mr. Miles was a U.S. Army Officer. Mr. Miles holds an M.B.A. degree from the Darden School of Business Administration, University of Virginia and a B.S. degree from the United States Military Academy, West Point, NY. Mr. Miles' coverage areas include the middle market, stressed and distressed issuers and issuers in the automobile, defense and aerospace, and general industrials industries. Mark W. Bodie, Associate. Prior to joining Octagon, Mr. Bodie worked in The Chase Manhattan Bank's Global Investment Banking Group. Prior to joining Chase, Mr. Bodie worked as a Trading Assistant at Eaton Vance Management. Mr. Bodie holds a B.S. degree and an M.S. degree in Finance from Boston College. Mr. Bodie received the Chartered Financial Analyst (CFA) designation in 1998. Mr. Bodie's industry concentrations include services, metals and mining, power and utilities, and oil and gas. Matthew Lee, Associate. Prior to joining Octagon, Mr. Lee worked in Chase Securities, Inc.'s Latin America Debt Capital Markets Group. Before joining Chase, Mr. Lee worked at MetLife analyzing Emerging Markets and Project Finance debt. Mr. Lee holds a B.A. degree in Economics, International Relations and Psychology from the University of Pennsylvania. Mr. Lee received the Chartered Financial Analyst (CFA) designation in 2000. Mr. Lee follows credits in the telecommunications, broadcasting and publishing, and cable industries. Gretchen M. Mohr, Associate. Ms. Mohr joined Octagon in 1999. Ms. Mohr's coverage area include the gaming, lodging, real estate and home building, forest products, and packaging industries. Prior to joining Octagon, Ms. Mohr attended Babson College from which she graduated Summa Cum Laude and holds a B.S. degree in Investments. Lauren M. Sokol, Associate. Prior to joining Octagon, Ms. Sokol worked in Chase Securities, Inc.'s Acquisition Finance Group. Ms. Sokol holds a B.S. degree in Finance and Economics from the Stern School of Business at New York University, from which she graduated Cum Laude. Ms. Sokol focuses on the leisure and entertainment, retail and consumer products industries. 115
Zhen Tao, Associate. Prior to joining Octagon, Ms. Tao covered chemicals and cable/telecom for Trust Company of the West's CLO Group. Previous to that, Ms. Tao was part of the high yield chemicals research team and leveraged finance origination team at Deutsche Bank. Ms. Tao holds a B.S. degree in Finance and Information Systems from the Wharton School at the University of Pennsylvania. Ms. Tao follows credit in the chemical, healthcare and business services industries. Thomas A. Connors, Chief Financial & Administrative Officer. Prior to joining Octagon, Mr. Connors was a Vice President and the Product Controller for the mortgage and asset-backed securities business at Lehman Brothers Inc., and he held other positions in the new products accounting and financial reporting groups. Prior to that, Mr. Connors was a Senior Manager in the Audit and Executive Office Divisions at KPMG LLP. Mr. Connors holds a B.S. degree from St. Peter's College and is a Certified Public Accountant. THE COLLATERAL MANAGEMENT AGREEMENT Pursuant to a collateral management agreement between the Issuer and the Collateral Manager (the "Collateral Management Agreement"), the Collateral Manager will perform certain portfolio management functions, including without limitation, directing the investment and reinvestment of Collateral Debt Obligations and will perform certain administrative functions on behalf of the Issuer in accordance with the applicable provisions of the Indenture. The Collateral Manager will be authorized to supervise and direct the investment, reinvestment and disposition of Collateral, with full authority and at its discretion (without reference to the Issuer), on the Issuer's behalf and at the Issuer's risk. Without limiting the foregoing, except under certain limited circumstances, the Collateral Manager will be authorized to select, and instruct the Trustee with respect to (a) Collateral Debt Obligations and Eligible Investments to be acquired by the Issuer, (b) Collateral Debt Obligations, Equity Securities and Eligible Investments to be sold or tendered by the Issuer and (c) the Securities Lending Agreements, if any. The Collateral Management Agreement will provide that the services performed by the Collateral Manager thereunder will be provided on a nonexclusive basis. Compensation As compensation for its services under the Collateral Management Agreement, the Collateral Manager will be entitled to receive, subject to and in accordance with "Application of Funds—Priority of Payment", a Base Collateral Management Fee, a Subordinated Collateral Management Fee and a Collateral Management Incentive Fee. The "Base Collateral Management Fee" is a fee that will accrue from the Closing Date and be payable to the Collateral Manager, if and to the extent funds are available for such purpose in accordance with the Priority of Payments, in arrears on each Distribution Date in an amount equal to the Base Collateral Management Fee Rate per annum of the Principal Collateral Value measured as of the first day of the Due Period immediately preceding such Distribution Date plus the amount of all Base Collateral Management Fees not paid on any previous Distribution Date; provided that the Base Collateral Management Fee payable on the first Distribution Date will be equal to 0.125% per annum of the Principal Collateral Value measured as of the last day of the first Due Period. The Base Collateral Management Fee will be calculated on the basis of a 360-day year and the actual number of days elapsed. The Collateral Manager will also be entitled to receive "Base Collateral Management Fee Interest", which is interest on any unpaid Base Collateral Management Fee when due (solely as a result of the operation of the Priority of Payments). Such unpaid Base Collateral Management Fee will bear interest at the rate of three-month LIBOR plus the Base Collateral Management Fee Rate per annum for the period from (and including) the date on which such Base Collateral Management Fee is payable through (but excluding) the date of payment thereof. The Base Collateral Management Fee Interest will be calculated on the basis of a 360-day year and the actual number of days elapsed. The Base Collateral Management Fee and the Base Collateral Management Fee Interest payable on any Distribution Date will be payable from Interest Proceeds remaining after payment of certain fees and expenses of the Issuer but prior to payment of interest on the Notes. To the extent Interest Proceeds are insufficient to pay any accrued and unpaid Base Collateral Management Fee and the Base Collateral Management Fee Interest payable on any Distribution Date, the Base Collateral Management Fee and the Base Collateral Management Fee Interest will be payable from Principal Proceeds available for such purpose as described under "Application of Funds—Priority of Payments." 116
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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
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Securities are entitled to vote, in
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As part of their regular business,
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Declaration of Trust). It is not an
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Carrie Bunton, Vice President Carri
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any Notes for any Interest Accrual
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Withholding Tax Obligations, in eac
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Payments on the Offered Securities
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state of the United States or any o
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payments except the portion thereof
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Intermediary; and (ii) all other ac
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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
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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
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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: holders of the Preferred Shares of,
Page 137 and 138: If the Collateral Management Agreem
Page 139 and 140: Manager, the resigning or removed C
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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.
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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
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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,
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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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