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

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"Class A-2 Note Interest Rate" means the per annum rate equal to three-month LIBOR plus 0.37%; provided that, for the period from the Closing Date to the end of the initial Interest Accrual Period, LIBOR will be determined by interpolating linearly between (i) four-month LIBOR and (ii) five-month LIBOR. "Class B Note Interest Rate" means, with respect to the Class B Notes, the per annum rate equal to three-month LIBOR plus 0.65%; provided that for the period from the Closing Date to the end of the initial Interest Accrual Period, LIBOR will be determined by interpolating linearly between (i) four-month LIBOR and (ii) five-month LIBOR. "Class C Note Interest Rate" means, with respect to the Class C Notes, the per annum rate equal to three-month LIBOR plus 1.58%; provided that, for the period from the Closing Date to the end of the initial Interest Accrual Period, LIBOR will be determined by interpolating linearly between (i) four-month LIBOR and (ii) five-month LIBOR. "Collateral Administration Agreement" means the Collateral Administration Agreement, dated as of the Closing Date, by and among the Issuer, the Collateral Manager and the Collateral Administrator. "Collateral Administrator" means U.S. Bank National Association, solely in its capacity as Collateral Administrator under the Collateral Administration Agreement and not individually, unless a successor Person shall have become the Collateral Administrator pursuant to the applicable provisions of the Collateral Administration Agreement, and thereafter Collateral Administrator will mean such successor Person. "Collateral Assignment of Interest Rate Hedge" means the Collateral Assignment of Interest Rate Hedge, substantially in the form of Exhibit I of the Indenture, among the Issuer, the Trustee and a Hedge Counterparty pursuant to which the Issuer grants to the Trustee, for the benefit of the Secured Parties, all of the Issuer's right, title and interest in and to an Interest Rate Hedge, as from time to time amended in accordance with the terms of the Indenture. "Collection Accounts" means the Interest Collection Account and the Principal Collection Account. "Controlling Class" means (i) so long as the Class A-1 Notes are outstanding, the Class A-1 Notes; (ii) after the Class A-1 Notes are no longer outstanding and so long as the Class A-2 Notes are outstanding, the Class A-2 Notes; (iii) after the Class A Notes are no longer outstanding and so long as the Class B Notes are outstanding, the Class B Notes; and (iv) after the Class A Notes and the Class B Notes are no longer outstanding and so long as the Class C Notes are outstanding, the Class C Notes. "Corporate Family Rating" means with respect to an issuer of a Collateral Debt Obligation, an obligor in respect thereof or a guarantor that unconditionally and irrevocably guarantees such Collateral Debt Obligation, the senior implied rating (including "corporate family rating") of such issuer, obligor or guarantor as assigned by Moody's from time to time. "Corporate Trust Office" means the designated corporate trust office of the Trustee, currently located at One Federal Street, Third Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/CDO Unit— Octagon IX CLO, telephone number 617-603-6500 or such other address within the United States as the Trustee may designate from time to time by notice to the Secured Parties, the Collateral Manager and the Issuer or the principal corporate trust office within the United States of any successor Trustee. "Credit Improved Obligation" means, on any date of determination, any Collateral Debt Obligation that in the Collateral Manager's commercially reasonable business judgment, has significantly improved in credit quality or price since the date on which such Collateral Debt Obligation was purchased by the Issuer; provided that if (i) the rating of either the Class A-1 Notes or the Class A-2 Notes has been reduced by Moody's by one or more rating subcategories from that in effect on the Closing Date or withdrawn by Moody's (unless it subsequently has been upgraded or reinstated to at least the rating assigned on the Closing Date), or (ii) the rating of either the Class B Notes or Class C Notes has been reduced by Moody's by two or more rating subcategories from that in effect on the Closing Date or withdrawn by Moody's (unless it subsequently has been upgraded or reinstated to at least one rating subcategory below the rating assigned on the Closing Date), then such Collateral Debt Obligation will be considered a Credit Improved Obligation only if (A) in the case of any Floating Rate Collateral Debt Obligation, the instrument 145
has decreased its spread over a London interbank offered rate index (or any other reference index) by 25 basis points or more since the date on which such Collateral Debt Obligation was purchased by the Issuer, (B) such Collateral Debt Obligation has been upgraded or put on a watch list for possible upgrade by either of the Rating Agencies since the date on which such Collateral Debt Obligation was purchased by the Issuer, (C) in the case of any Collateral Debt Obligation that is a loan, such Collateral Debt Obligation changed in price (expressed as a percentage of par value) during the period from the date on which it was purchased by the Issuer to the date of determination by a percentage either more positive or less negative, as the case may be, than the percentage change during the same period in the average market price of a portfolio of no fewer than 30 loans identified by the Collateral Manager with similar terms and credit characteristics plus 1.0%, or (D) in the case of any Collateral Debt Obligation that is a highyield debt security, such Collateral Debt Obligation changed in price (expressed as a percentage of par value) during the period from the date on which it was purchased by the Issuer to the date of determination by a percentage either more positive or less negative, as the case may be, than the percentage change during the same period in the average market price of a portfolio of no fewer than 30 high-yield debt securities identified by the Collateral Manager with similar terms and credit characteristics plus 3.0%. "Credit Risk Obligation" means, on any date of determination, a Collateral Debt Obligation that (i) in the Collateral Manager's commercially reasonable business judgment, has a significant risk of declining in credit quality and, with a lapse of time, becoming a Defaulted Obligation, (ii) is a Collateral Debt Obligation that constitutes a loan which changed in price (expressed as a percentage of par value) during the period from the date on which it was purchased by the Issuer to the date of determination by a percentage either more negative or less positive, as the case may be, than the percentage change during the same period in the average market price of a portfolio of no fewer than 30 loans identified by the Collateral Manager with similar terms and credit characteristics minus 3.0%, or (iii) is a Collateral Debt Obligation that constitutes a high-yield debt security which changed in price (expressed as a percentage of par value) during the period from the date on which it was purchased by the Issuer to the date of determination by a percentage either more negative or less positive, as the case may be, than the percentage change during the same period in the average market price of a portfolio of no fewer than 30 high-yield debt securities identified by the Collateral Manager with similar terms and credit characteristics minus 5.0%; provided that if (x) the rating of either the Class A-1 Notes or the Class A-2 Notes has been reduced by Moody's by one or more rating subcategories from that in effect on the Closing Date or withdrawn by Moody's (unless it subsequently has been upgraded or reinstated to at least the rating assigned on the Closing Date) or (y) the rating of either the Class B Notes or the Class C Notes has been reduced by Moody's by two or more rating subcategories from that in effect on the Closing Date or withdrawn by Moody's (unless it subsequently has been upgraded or reinstated to at least one rating subcategory below the rating assigned on the Closing Date), then such Collateral Debt Obligation will be considered a Credit Risk Obligation only if the conditions set forth in clause (ii) or clause (iii) above are satisfied. "Cure Period" means the definition specified in clause (a) of the definition of Defaulted Obligation. "Currency" means: U.S. Dollars and/or a Permitted Currency. "Currency Hedge" means (i) a currency swap agreement entered into between the Issuer and a Hedge Counterparty in a notional amount not to exceed the collateral principal amount of the Non-USD Debt Obligation being purchased, pursuant to which a portion of the currency risks arising from the receipt of cash flows from a Non-USD Debt Obligation are hedged through the swapping of such cash flows for U.S. Dollar payments to be made by a Hedge Counterparty, as such transaction may be amended from time to time, and (ii) any replacement currency hedge transaction entered into pursuant to the Indenture; provided, that such transaction or replacement transaction shall at all times satisfy the Currency Hedge Requirements. "Currency Hedge Obligation" means a Non-USD Debt Obligation and its related Currency Hedge. "Currency Hedge Payment Date" means, with respect to any Currency Hedge, any date scheduled for payment thereunder. "Currency Hedge Principal Exchange Payment" means any amount payable by the Issuer to a Hedge Counterparty upon scheduled maturity or termination of a particular Currency Hedge pursuant to the terms thereof which will result in a corresponding reduction of the notional amount thereof, but excluding any Scheduled Periodic Currency Hedge Payment. 146
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
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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 and 162: GLOSSARY "Accredited Investor" mean
Page 163: such Floating Rate Collateral Debt
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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