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

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"Obligor" means any borrower, issuer or obligor (whether principal, guarantor, surety or otherwise) on an obligation. "Offer" means, with respect to any obligation or security, (i) any offer by the obligor or issuer of such obligation or security or by any other Person made to all of the holders of such obligation or security to purchase or otherwise acquire such obligation or security or to convert or exchange such obligation or security into or for cash, securities or any other type of consideration (other than pursuant to any redemption in accordance with the terms of the related Underlying Instruments) or (ii) any solicitation by the obligor or issuer of such obligation or security or any other Person to amend, modify or waive any provision of such obligation or security or any related Underlying Instrument. "Original Issuance Amount" means with respect to an obligation, such obligation together with all obligations then outstanding that were issued or incurred by the issuer or obligor thereof as part of the same senior credit agreement or senior credit facility during either (x) the two-year period prior to such obligation being incurred or (y) the two-year period following such obligation being incurred that, in each case, (i) is senior to or pari passu with such obligation and (ii) in respect of a commitment to advance funds, includes the maximum amount of such commitment. "Partially PIKable Security" means a security or a loan that permits not more than 50% of the total interest or other periodic distribution due on any Due Date therefor to be deferred and/or capitalized. Each Collateral Debt Obligation constituting a Partially PIKable Security will be considered for purposes of the Collateral Quality Tests, the Coverage Tests, the Reinvestment Overcollateralization Test and the Portfolio Profile Test as having a Principal Balance which excludes any deferred or capitalized interest or other periodic distributions thereon. "Permitted Currency" means (i) Sterling, (ii) Euros and (iii) Canadian Dollars. "Permitted Currency Exchange" means an exchange of currencies by the Trustee at the direction of the Collateral Manager (i) from a Permitted Currency into U.S. Dollars, (ii) from U.S. Dollars into a Permitted Currency or (iii) from one Permitted Currency into another Permitted Currency, in each case in accordance with the terms of the Indenture. "Permitted Non-U.S. Obligor" means any borrower, issuer or obligor principally located in (or in a political subdivision of) Australia, Bermuda, Canada, the Cayman Islands or New Zealand (provided that, with respect to Bermuda and the Cayman Islands, a majority of the assets of any company organized in such country are located in such country) or any borrower, issuer or obligor located in any other country that has a Moody's foreign currency rating of at least "Aa2" and Standard & Poor's foreign currency rating of at least "AA" and has received a Rating Confirmation from Standard & Poor's with respect thereto. "Permitted Offer" means an offer (a) pursuant to the terms of which the obligor in respect of a debt obligation offers to acquire such debt obligation (including a Collateral Debt Obligation) and (b) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the offer. "Person" means an individual, corporation (including a business trust), partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof. "PIK Security" means a security (other than a Partially PIKable Security) that permits deferral and/or capitalization of interest or other periodic distribution otherwise due. Except as otherwise provided, each Collateral Debt Obligation constituting a PIK Security will be considered for purposes of the Collateral Quality Tests, the Coverage Tests, the Reinvestment Overcollateralization Test and the Portfolio Profile Tests as having a Principal Balance which excludes any deferred or capitalized interest thereon. "Pledged Investments" means, on any date of determination, (a) the Collateral Debt Obligations and the Eligible Investments that have been granted to the Trustee and any Equity Security that forms part of the Collateral and (b) all non-cash proceeds thereof. 159
"Principal Balance" means with respect to (i) any Collateral Debt Obligation (other than a Non-USD Debt Obligation), Defaulted Obligation, Equity Security or Eligible Investment purchased with Principal Proceeds, as of any date of determination, the outstanding principal amount of such Collateral Debt Obligation, Defaulted Obligation, Equity Security or Eligible Investment purchased with Principal Proceeds, as the case may be, and (ii) any Non-USD Debt Obligation, as of any date of determination, the USD Notional Amount of the Currency Hedge Transaction with respect thereto; provided that: (a) the Principal Balance of a Synthetic Security shall be the notional amount specified as such in the Synthetic Security; (b) the Principal Balance of a Collateral Debt Obligation received upon acceptance of an Offer (as described in clause (i) of the definition thereof) to exchange a Collateral Debt Obligation for such Collateral Debt Obligation will be deemed to be the least of (w) the Market Value of such Collateral Debt Obligation, (x) a percentage of the outstanding principal amount equal to the Moody's Recovery Rate for such Collateral Debt Obligation or (y) a percentage of the outstanding principal amount equal to the Standard & Poor's Recovery Rate for such Collateral Debt Obligation based upon its Standard & Poor's Priority Category, until such time as Interest Proceeds or Principal Proceeds, as applicable, are first received when due with respect to such Collateral Debt Obligation; provided that, for the purposes of calculating amounts payable to the Trustee or the Collateral Manager under the Indenture, the Principal Balance of such Collateral Debt Obligation shall be the outstanding principal amount thereof; (c) the Principal Balance of each Equity Security will be deemed to be zero; (d) except for the purposes of calculating amounts payable to the Collateral Manager under the Indenture, the Principal Balance with respect to the Collateral Debt Obligations that are loaned pursuant to a Securities Lending Agreement will be reduced by any shortfall between the amount of Securities Lending Collateral required to be posted by the counterparty thereto and the amount actually posted; (e) except for the purposes of calculating amounts payable to the Collateral Manager under the Indenture, the Principal Balance of any Collateral Debt Obligations and any Eligible Investments with respect to which the Trustee does not have a first priority perfected security interest (other than Collateral Debt Obligations loaned to a Securities Lending Counterparty; provided that no default has occurred under the related Securities Lending Agreement) will be deemed to be zero; (f) the Principal Balance of any Deferred Interest Asset will not include any deferred or capitalized interest and, except for the purposes of calculating amounts payable to the Collateral Manager under the Indenture, will be the Recovery Value thereof; (g) solely for purposes of calculating the Coverage Tests and the Reinvestment Overcollateralization Test, the Principal Balance of any Collateral Debt Obligation that was purchased by the Issuer for an amount that was (i) less than 85% of its outstanding principal balance, in the case of a Collateral Debt Obligation that is a loan that was rated no higher than "Caa1" by Moody's or "CCC+" by Standard & Poor's at the time of such purchase, (ii) less than 80% of its outstanding principal balance, in the case of a Collateral Debt Obligation that is a loan that was rated at least "B3" by Moody's or "B-" by Standard & Poor's at the time of such purchase or (iii) less than 75% of its outstanding principal balance, in the case of any other Collateral Debt Obligation, will be the Adjusted Purchase Price (as determined by the Collateral Manager and reported to the Collateral Administrator and the Trustee); provided that, in the event the Market Value of such Collateral Debt Obligation (as determined by the Collateral Manager and indicated to the Collateral Administrator and Trustee) exceeds 90% of the outstanding principal amount of such Collateral Debt Obligation for 30 consecutive Business Days, the Principal Balance of such Collateral Debt Obligation for purposes of calculating the Coverage Tests and the Reinvestment Overcollateralization Test will be the outstanding principal balance of such Collateral Debt Obligation; (h) solely for purposes of calculating the Coverage Tests and the Reinvestment Overcollateralization Test, if, at any time, the Aggregate Principal Balance of all Triple-C Collateral Debt Obligations exceeds 7.5% of the Principal Collateral Value (as measured without giving effect to this 160
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
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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
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agreed that if such purchaser is no
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or bad faith on its part, arising o
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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 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: affiliates have defaulted on any de
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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