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

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default or a termination event (other than "Illegality" or "Tax Event" as defined in the Hedge Agreement) where the Hedge Counterparty is the "Defaulting Party" or the sole "Affected Party" (each as defined in such Hedge Agreement) under any Hedge Agreement as certified by the Collateral Manager on behalf of the Issuer to the Trustee. "Spread" means: (a) in the case of a Collateral Debt Obligation that bears interest at a spread over a London interbank offered rate index, the stated interest rate spread on such Collateral Debt Obligation above such index; and (b) in the case of a Collateral Debt Obligation that does not bear interest at a spread over a London interbank offered rate index, the excess of the rate at which such Collateral Debt Obligation bears interest over LIBOR as of the immediately preceding LIBOR Determination Date (which spread or excess may be expressed as a negative percentage). "Spread 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 excess, of any, if the Weighted Average Spread for such Measurement Date over the applicable percentage set forth in the definition of "Weighted Average Spread Test" for such Measurement Date and (b) 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, and the denominator of which is 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. In computing the Spread Excess, the Weighted Average Spread will be computed as if the Fixed Rate Coupon Excess were equal to zero. "Standard & Poor's Industry Classification Group" means any of Standard & Poor's industry classification groups set forth in Exhibit B, and any additional such industry classification groups that may be subsequently established by Standard & Poor's and provided by the Collateral Manager or Standard & Poor's to the Trustee. "Standard & Poor's Priority Category" shall have the meaning ascribed to such term in the table that is included in the definition of Standard & Poor's Average Recovery Rate. "Standard & Poor's Rating" means, with respect to any Collateral Debt Obligation, a rating determined in the following manner: (a) A "Standard & Poor's Actual Rating" shall be determined as follows: (i) (A) if there is an issuer credit rating of the issuer of such Collateral Debt Obligation, or the guarantor who unconditionally and irrevocably guarantees such Collateral Debt Obligation, then the Standard & Poor's Rating of such issuer, or the guarantor shall be such rating (regardless of whether there is a published rating by Standard & Poor's on the Collateral Debt Obligations of such issuer held by the Issuer); (B) if there is no such issuer credit rating of the issuer of such Collateral Debt Obligation, or the guarantor who unconditionally and irrevocably guarantees such Collateral Debt Obligation, and such Collateral Debt Obligation is rated by Standard & Poor's, then the Standard & Poor's Rating of such Collateral Debt Obligations shall be one subcategory below such rating; and (C) if there is no issuer credit rating of the issuer of such Collateral Debt Obligation, or the guarantor who unconditionally and irrevocably guarantees such Collateral Debt Obligation and such Collateral Debt Obligation is not rated by Standard & Poor's, but another security or obligation of the issuer is rated by Standard & Poor's, then the Standard & Poor's Rating of such Collateral Debt Obligation shall be the issuer credit rating or shall be determined as follows: (1) if there is a rating on a senior secured obligation of the issuer, then the Standard & Poor's Rating of such Collateral Debt Obligation shall be one category below such rating if such Collateral Debt Obligation is a senior secured or senior unsecured obligation of the issuer; (2) if there is a rating on a senior unsecured obligation of the issuer, then the Standard & Poor's Rating of such Collateral Debt Obligation shall equal such rating if such Collateral Debt Obligation is a senior secured or senior unsecured obligation of the issuer; and (3) if there is a rating on a subordinated obligation of the issuer, and if such Collateral Debt Obligation is a senior secured or senior unsecured obligation of the issuer, then the Standard & Poor's Rating of such Collateral Debt Obligation shall be one subcategory above such 165
ating if such rating is higher than "BB+," and shall be two subcategories above such rating if such rating is "BB+" or lower; (ii) with respect to any Collateral Debt Obligation that is a Synthetic Security (other than a Form- Approved Synthetic Security) or a Structured Finance Security, the Standard & Poor's Rating of such Synthetic Security or Structured Finance Security, as the case may be, shall be the rating assigned thereto by Standard & Poor's in connection with the acquisition thereof by the Issuer; (iii) with respect to any Form-Approved Synthetic Security, the rating assigned by Standard & Poor's to the issuer or guarantor of such Synthetic Security, or if the issuer or the guarantor of such Synthetic Security is not rated by Standard & Poor's, then the Standard & Poor's Rating of such Synthetic Security shall be the rating assigned thereto by Standard & Poor's in connection with the acquisition thereof by the Issuer upon the request of the Issuer or the Collateral Manager; and (iv) with respect to any Collateral Debt Obligation that is a DIP Loan, the Standard & Poor's Rating of such Collateral Debt Obligation shall be the public or private rating assigned thereto by Standard & Poor's; provided that, in the case of such private rating not requested by the Issuer, the Collateral Manager and Standard & Poor's shall have received the consent from the related obligor to such use of such private rating; (b) If a Standard & Poor's Actual Rating cannot be determined by a method described above, a "Standard & Poor's Derived Rating" shall be determined as follows: (i) if there is not an issuer credit rating published by Standard & Poor's with respect to the issuer, then the Standard & Poor's Rating for such issuer may be determined using the methods provided below; (ii) if an obligation of the issuer is rated by Moody's, then the Standard & Poor's Rating shall be determined in accordance with the methodologies for establishing the Moody's Rating set forth below, except that the Standard & Poor's Rating of such obligation shall be (A) one subcategory below the Standard & Poor's equivalent of the senior secured rating assigned by Moody's if such security is rated "Baa3" or higher by Moody's, and (B) two subcategories below the Standard & Poor's equivalent of the senior secured rating assigned by Moody's if such security is rated "Ba1" or lower by Moody's; provided that the aggregate Principal Balance of Collateral Debt Obligations having such Standard & Poor's Rating by reason of this paragraph (ii) shall not exceed 10% of the Principal Collateral Value; and (iii) if no other security or obligation of the issuer is rated by Moody's, then the Issuer or the Collateral Manager, on behalf of the Issuer, may apply to Standard & Poor's for a corporate credit estimate, which shall then be its Standard & Poor's Rating; provided that pending receipt from Standard & Poor's of such estimate, such Collateral Debt Obligation shall have a Standard & Poor's Rating of "B-" if the Collateral Manager believes that such estimate shall be at least "B-" and if the aggregate Principal Balance of Collateral Debt Obligations having such Standard & Poor's Rating by reason of this proviso does not exceed 10% of the Principal Collateral Value, unless Standard & Poor's gives approval for a different rating to apply during the interim period; provided that, unless Standard & Poor's publicly declares or otherwise confirms in writing to the Collateral Manager and the Issuer that it has ceased to require such adjustment, then, if any Collateral Debt Obligation is on credit watch by Standard & Poor's for possible upgrade or downgrade, the Standard & Poor's Rating of such Collateral Debt Obligation shall be increased or reduced, as applicable, by one rating subcategory from the otherwise applicable Standard & Poor's Rating determined under this definition. "Standard & Poor's Recovery Rate" shall have the meaning ascribed to such term in the table that is included in the definition of Standard & Poor's Average Recovery Rate. "Step-Up Coupon Security" is a security (but not, for the avoidance of doubt, a commercial loan as to which the rate of interest is adjusted pursuant to a schedule or one or more credit-related triggers included in the Underlying Instruments for such loan) that provides that (i) it does not pay interest over a specified period of time ending prior to its maturity, but that does provide for the payment of interest after the expiration of such specified period or (ii) 166
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
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federal, state, local or foreign in
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elevant provisions of the Indenture
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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 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: "Sale Proceeds" means with respect
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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