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

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(a) (i) LIBOR applicable to the Notes during the Interest Accrual Period in which the Measurement Date occurs minus (ii) 0.15%, by (b) the greater of (i) the amount equal to (A) the Aggregate Principal Balance of the Collateral Debt Obligations (other than Defaulted Obligations or PIK Securities that are currently deferring interest and excluding the aggregate unfunded amount of Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans) minus (B) the Target Par Amount minus the aggregate unfunded amount of Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans and (ii) zero. "Aggregate Outstanding Amount" means, when used with respect to any of the Notes at any time, the aggregate principal amount of such Notes or Class outstanding at such time plus (i) in the case of the Class B Notes, all accrued and unpaid Class B Deferred Interest at such time, if any, and (ii) in the case of the Class C Notes, all accrued and unpaid Class C Deferred Interest at such time, if any; provided that, in determining whether the holders of the requisite Aggregate Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, (i) all accrued and unpaid Class B Deferred Interest and Class C Deferred Interest shall be disregarded and not included in the calculation of Aggregate Outstanding Amount and (ii) Notes owned or beneficially owned by the Issuer or the Co-Issuer or any other obligor upon the Notes or any affiliate of any of the Issuer, the Co-Issuer, or any other obligor upon the Notes shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Trustee knows to be so owned or beneficially owned shall be so disregarded; provided, further, that, in determining whether the holders of the requisite Aggregate Outstanding Amount of Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Collateral Management Agreement, Notes owned or beneficially owned by the Collateral Manager or any of its affiliates shall be disregarded and deemed not to be outstanding solely in the following cases: (1) with respect to a vote to remove for "cause" the Collateral Manager as Collateral Manager or any affiliate thereof that is appointed as a replacement collateral manager in accordance with the terms of the Collateral Management Agreement, or the related appointment of a successor collateral manager, (2) with respect to a vote to consent to the assignment by the Collateral Manager of its rights and responsibilities under the Collateral Management Agreement, and (3) with respect to the waiver of any Event of Default under the Indenture which resulted primarily from an action taken or failed to be taken by the Collateral Manager. Notes so owned or beneficially owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer, the Co-Issuer, the Collateral Manager, or any other obligor upon the Notes or any affiliate of the Issuer, the Co-Issuer, the Collateral Manager, or such other obligor. "Aggregate Principal Balance" means, on a date of determination, the sum, without duplication, of the Principal Balances of Collateral Debt Obligations, Defaulted Obligations and Eligible Investments purchased with Principal Proceeds. "Aggregate Spread" means the sum of: (a) in the case of each Floating Rate Collateral Debt Obligation (other than Defaulted Obligations or PIK Securities that are currently deferring interest and excluding the aggregate unfunded amount of Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans) that bears interest at a spread over a London interbank offered rate index, (i) the stated interest rate spread on such Floating Rate Collateral Debt Obligation above such index multiplied by (ii) the Principal Balance of such Floating Rate Collateral Debt Obligation (excluding the aggregate unfunded amount of such Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans); and (b) in the case of each Floating Rate Collateral Debt Obligation (other than Defaulted Obligations or PIK Securities that are currently deferring interest and excluding the aggregate unfunded amount of Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans) that bears interest at a spread over an index other than the London interbank offered rate index, (i) the excess of the sum of such spread and such index over LIBOR as of the immediately preceding LIBOR Determination Date (which spread or excess may be expressed as a negative percentage) multiplied by (ii) the Principal Balance of 143
such Floating Rate Collateral Debt Obligation (excluding the aggregate unfunded amount of such Floating Rate Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans). "Applicable Spot Market Exchange Rate" means, with respect to any date on which the Collateral Manager on behalf of the Issuer converts amounts pursuant to a Permitted Currency Exchange in accordance with the terms of the Indenture, the spot exchange rate for such Permitted Currency Exchange determined approximately as of such date based upon quotations obtained by the Trustee (i) from U.S. Bank National Association (or any of its affiliates) for so long as U.S. Bank National Association, is the Trustee or (ii) if U.S. Bank National Association is no longer the Trustee, from a successor Trustee or such other party at the direction of the Collateral Manager if Rating Confirmation is obtained. "Approved Dealer" means (i) in the case of any Collateral Debt Obligation that is a U.S. government security, any primary dealer in U.S. government securities, as reported by the Federal Reserve Bank of New York and (ii) in the case of any Collateral Debt Obligation that is not a U.S. government security, (A) any Approved Dealer listed in Schedule B to the Indenture or (B) any dealer disclosed in writing by the Issuer to the Trustee, the holders of the Notes (and not objected to by a Majority of the Controlling Class within 15 days of such disclosure), and with respect to which the Issuer has received Rating Confirmation from Standard & Poor's. "Approved Pricing Service " means any Approved Pricing Service listed in Part II of Schedule B to the Indenture or any other pricing service disclosed in writing by the Issuer to the Trustee and the holders of the Notes (and not objected to by a Majority of the Controlling Class within 15 days of such disclosure), and with respect to which the Issuer has received a Rating Confirmation from Standard & Poor's. "Authenticating Agent" means, with respect to any Notes, the Person designated by the Trustee, if any, to authenticate such Notes on behalf of the Trustee pursuant to the Indenture. "Authorized Officer" means, with respect to the Issuer or the Co-Issuer, any officer or attorney-in-fact or other authorized agent who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relating to, and binding upon, the Issuer or the Co-Issuer, as applicable. With respect to the Collateral Manager, any officer, employee or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in question. With respect to the Trustee or Authenticating Agent or any other bank or trust company acting as trustee of an express trust or as custodian, a trust officer. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary. "Bankruptcy Code" means the United States Bankruptcy Code, Title 11 of the United States Code, as amended. "Business Day" means a day that satisfies the following conditions: (1) it is a day on which commercial banks and foreign exchange markets settle payments in New York, New York and (2) it is a day on which commercial banks are open for business in the location of the Corporate Trust Office and, in the case of the final payment of principal of any Note, the place of presentation of such Note; provided that if any action is required of the Irish Paying Agent, then, for purposes of determining when such Irish Paying Agent action is required, Dublin, Ireland will be considered in determining "Business Day." "CDO" means a special purpose entity organized to issue collateralized debt obligations secured by debt obligations. "CDO Security" means any security issued by a CDO. "Class" means a class of Notes, consisting of, as applicable: (A) the Class A-1 Notes, (B) the Class A-2 Notes; (C) the Class B Notes; or (D) the Class C Notes. "Class A-1 Note Interest Rate" means, with respect to the Class A-1 Notes, the per annum rate equal to threemonth LIBOR plus 0.24%; provided that, with respect to the initial Interest Accrual Period, LIBOR will be determined by interpolating linearly between (i) four-month LIBOR and (ii) five-month LIBOR. 144
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
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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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Payment Sequence or (y) if, on the
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payment of all amounts due from the
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In order to ensure that the Issuer
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3.0% Any of Greece, Italy or Portug
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assigning Selling Institution shoul
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The Class B Interest Coverage Test
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Minimum Diversity Score Maximum Wei
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Rating/Minimum Spread/Maximum WAL M
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Moody's Recovery Rate for All Other
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emaining for the payment of the Cla
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(b) the Overcollateralization Tests
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The "Required Sale Date" means, (a)
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Principal Collection Account All pr
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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: GLOSSARY "Accredited Investor" mean
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
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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