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

Federal income tax on its net income. If the Issuer were found to be engaged in a United States trade or business, it
could be subject to substantial United States Federal income taxes the imposition of which would materially impair
its ability to pay interest on and principal of the Notes and make distributions on the Preferred Shares. In addition, if
the Issuer is found to be engaged in a United States trade or business, payments in respect of the Notes may be
treated as U.S. source income subject to withholding tax unless non-U.S. investors have provided appropriate
certifications entitling them to an exemption.
The Issuer expects that, based on current law and market practice, payments received on the Collateral Debt
Obligations (other than those that are permitted to be subject to withholding tax), Eligible Investments and Hedge
Agreements generally will not be subject to withholding tax imposed by the United States or reduced by withholding
taxes imposed by any other country. However, the treatment under current law of certain types of income the Issuer
may receive (such as commitment fees and income on certain derivatives) may not be entirely clear. The Collateral
Debt Obligations (other than those that are permitted to be subject to withholding tax) are required at the time of
purchase not to be subject to withholding tax unless the issuer of the Collateral Debt Obligation is required to make
"gross-up" payments to cover the full amount of such withholding tax. There can be no assurance, however, that
payments on the Collateral Debt Obligations, Eligible Investments and Hedge Agreements will not become subject
to withholding as a result of any change in, or in the interpretation or administration of any applicable law, treaty,
rule or regulation or other causes. The imposition of unanticipated withholding taxes could materially impair the
Issuer's ability to pay interest on and principal of the Notes and make distributions with respect to the Preferred
Shares.
United States Federal Tax Treatment of U.S. Holders
U.S. Holders of Notes. The Notes will be treated as debt for United States Federal income tax purposes. The
Internal Revenue Service may, however, take the position that one or more of the Classes of Notes represent equity
interests in the Issuer for United States Federal income tax purposes. If that position were sustained, a U.S. Holder
of such Notes generally would be treated like a holder of Preferred Shares (as described below).
Subject to the discussion of original issue discount below, interest paid on Notes treated as debt generally will
be includible in the gross income of a U.S. Holder in accordance with its regular method of tax accounting. Interest
on a Note will be ordinary income from sources outside the United States.
In general, if the issue price of a Note (the first price at which a substantial amount of the relevant class of
Notes is sold to investors) is less than its principal amount by more than a statutory de minimis amount, the Note
will be considered to have original issue discount ("OID"). If a U.S. Holder acquires a Note with OID, then
regardless of such Holder's method of accounting, the U.S. Holder will be required to include such OID in income
on a yield to maturity basis.
The Issuer will be permitted to defer interest payments on the Class B Notes and Class C Notes. Interest
payable on a class of Notes that provides for interest deferral (including interest on accrued but unpaid interest) will
be treated as OID if there is more than a remote likelihood, within the meaning of applicable regulations, that the
Issuer will defer interest payments. A U.S. Holder must include OID in ordinary income on a constant yield to
maturity basis, whether or not it receives a cash payment on any payment date. The Issuer believes that, solely for
purposes of the applicable regulations, there is more than a remote likelihood that interest on the Class B Notes and
the Class C Notes will be deferred, and therefore such Notes will likely be treated for United States Federal income
tax purposes as having OID. A U.S. Holder of a Class B Note or Class C Note therefore will be required to include
such OID in income on a yield to maturity basis. The Issuer intends to treat the Class B Notes and Class C Notes as
subject to a special rule for debt instruments with OID that have a fixed yield regardless of the timing of principal
payments. Based on these rules, the amount of OID accrued on a Class B Note or Class C Note generally would be
equal to the interest accrued on the Note for such period. It is also possible that the Class B Notes and Class C
Notes could be treated as subject to special rules applicable to contingent payment debt instruments or instruments
the timing of payments on which may be accelerated by prepayments on debt instruments that secure the instrument.
In that event, the timing of income and character of gain or loss on the Class B Notes or Class C Notes would be
different. A U.S. Holder of Class B Notes and Class C Notes should consult its own tax advisor about the possible
application of these rules.
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