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

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"Finance Lease" means a lease or other agreement entered into in connection with and evidencing a transaction pursuant to which the obligations of the lessee to pay rent or other amounts on a triple net basis under any lease (or other agreement conveying the right to use) real or personal property, or a combination thereof, are required to be classified and accounted for as a capital lease on a balance sheet of such lessee under generally accepted accounting principles in the United States; provided that (i) such lease or other transaction provides for the unconditional obligation of the lessee to pay a stated amount of principal no later than a stated maturity date, together with interest thereon, and the payment of such obligation is not subject to any material non-credit related risk as determined by the Collateral Manager, (ii) the obligations of the lessee in respect of such lease or other transaction are fully secured, directly or indirectly, by the property that is the subject of such lease, (iii) the interest held in respect of such lease or other transaction is treated as debt for U.S. federal income tax purposes and (iv) a Rating Confirmation from Standard & Poor's must be obtained with respect to the acquisition of any such asset by the Issuer. "Financial Sponsor" means any person, including any subsidiary of another person, whose principal business activity is acquiring, holding and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated one with another and whose financial condition and creditworthiness are independent of the other companies so owned by such person. "First Lien Loan" means any loan under which the Issuer and any other lenders are granted a valid, perfected first-priority security interest in designated collateral (whether or not the Issuer and any other lenders also are granted a security interest of lower priority in additional collateral). "Fixed Rate Collateral Debt Obligations" means the Collateral Debt Obligations that bear interest at a fixed rate. "Fixed Rate Coupon Excess" means as of any Measurement Date, a fraction (expressed as a percentage) the numerator of which is equal to the product of (a) the greater of (x) zero and (y) the excess, if any, of the Weighted Average Coupon for such Measurement Date over the percentage set forth in the definition of "Weighted Average Coupon Test" and (b) the Aggregate Principal Balance of all Fixed Rate Collateral Debt Obligations (other than Defaulted Obligations and PIK Securities that are currently deferring interest) held by the Issuer as of such Measurement Date, and the denominator of which is the Aggregate Principal Balance of all Floating Rate Collateral Debt Obligations (other than Defaulted Obligations and PIK Securities that are currently deferring interest) held by the Issuer as of such Measurement Date. In computing the Fixed Rate Coupon Excess, the Weighted Average Coupon shall be computed as if the Spread Excess were equal to zero. "Floating Rate Collateral Debt Obligations" means the Collateral Debt Obligations that are not Fixed Rate Collateral Debt Obligations. "Form-Approved Hedge Agreement" means a Hedge Agreement: (i) the documentation of which conforms (but for the amount and timing of periodic payments, the notional amount, the type of interest rate protection and the applicable interest rate (in the case of an Interest Rate Hedge), the applicable Non-USD Debt Obligations and the implied exchange rate (in the case of a Currency Hedge), the effective date, the termination date and other similarly necessary changes) to a form (A) approved by each of the Rating Agencies prior to the Closing Date for use in this transaction or (B) with respect to which the Issuer has received Rating Confirmation from Standard & Poor's; and (ii) for which the Issuer has provided the Rating Agencies prior written notice of its entry into such Hedge Agreement; provided, however, that any Rating Agency may revoke its consent to any such previously approved form of documentation upon 10 Business Days' prior notice to the Issuer, the Trustee and the Collateral Manager; provided, further, however, that any Hedge Agreement that was entered into prior to such Rating Agency's revocation of its consent to such previously approved form and the documentation of which conforms to such previously approved form shall continue to qualify as "Form-Approved Hedge Agreement." 153
"Form-Approved Synthetic Security" means a Synthetic Security: (i) the documentation of which conforms (but for the amount and timing of periodic payments, the name of the Reference Obligation, the notional amount, the premium or coupon, the effective date, the termination date and other similarly necessary changes) to a form (x) approved by each of the Rating Agencies prior to the Closing Date for use in this transaction or (y) with respect to which the Issuer has received Rating Confirmation from Standard & Poor's; and (ii) for which the Issuer has provided the Rating Agencies notice of the purchase of such Synthetic Security within five Business Days after such purchase; provided, however, that any Rating Agency may revoke its consent to any such previously approved form of documentation upon 10 Business Days' prior notice to the Issuer, the Trustee and the Collateral Manager; provided, further, however, that any Synthetic Security that was purchased or entered into prior to such Rating Agency's revocation of its consent to such previously approved form and the documentation of which conforms to such previously approved form shall continue to qualify as "Form-Approved Synthetic Security." "Hedge Agreement" means any Interest Rate Hedge or Currency Hedge, as the context may require. "Hedge Collateral" means all rights, title and interest of the Issuer in, under and to the Hedge Agreements, each transaction (as defined in any Hedge Agreement) thereunder, and all present and future Hedge Receipt Amounts under or otherwise in connection with any Hedge Agreement or transaction thereunder, whether or not evidenced by a confirmation. "Hedge Counterparty" means any (i) counterparty entering into an Interest Rate Hedge and/or (ii) counterparty entering into a Currency Hedge, in each case, that receives a Rating Confirmation from Standard & Poor's in respect thereto, as the context may require. "Hedge Payment Amount" means, with respect to any Hedge Agreement and any Distribution Date, the amount, if any, then payable to the Hedge Counterparty by the Issuer (other than Specified Hedge Termination Payments). "Hedge Receipt Amount" means, with respect to a Hedge Agreement and any Distribution Date, the amount, if any, received by the Issuer from the relevant Hedge Counterparty during the Due Period with respect to such Distribution Date. "Increased Rate Withholding Tax Obligation" has the meaning specified in clause (i)(A) of the definition of Tax Event. "Initial Capital Amount Account" means an account established by or on behalf of the Issuer in the Cayman Islands in connection with the initial subscription for 250 ordinary shares of the Issuer in the amount of U.S.$250 and the payment of a transaction fee in the amount of U.S.$250. For the avoidance of doubt, the Initial Capital Amount Account is not a Transaction Account. "Institutional Accredited Investor" means an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D. "Interest Rate Hedge" means any interest rate protection agreement, including an interest rate swap, an interest rate cap, interest rate collar or interest rate floor entered into between the Issuer and the Hedge Counterparty on or following the Closing Date for the sole purpose of hedging interest rate risk between the portfolio of Collateral Debt Obligations and the Notes, as amended, supplemented or otherwise modified and in effect from time to time in accordance with the terms thereof, and any replacement thereto entered into pursuant to the terms thereof. "Internal Rate of Return" means with respect to each Distribution Date, the annualized internal rate of return (computed using the "XIRR" function in Microsoft Excel 2002® or any successor version or program thereto) for the following cash flows, assuming all Preferred Shares were purchased on the Closing Date at a purchase price of U.S.$1,000 per share: (i) each distributions of Interest Proceeds made to the Preferred Share Paying Agent (for deposit into the Preferred Shares Distribution Account for payment to the holders of the Preferred Shares) on any prior Distribution Date and, to the extent necessary to cause the Preferred Shares to reach the applicable Internal 154
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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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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
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transfer of such amounts (except fo
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(y) replace itself under the relate
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denominated in the same Permitted C
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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 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: provides services; provided that U.
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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