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

FORM OF PURCHASER REPRESENTATION LETTER FOR PREFERRED SHARES
U.S. Bank National Association
One Federal Street, Third Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Services/CDO Unit—Octagon IX CLO
ANNEX A
Re:
Octagon Investment Partners IX, Ltd (the "Issuer")
Preferred Shares
Reference is hereby made to the Fiscal Agency Agreement, dated as of May 25, 2006, among the Issuer,
U.S. Bank National Association, as Preferred Share Paying Agent, and Maples Finance Limited, as Share Registrar
(the "Fiscal Agency Agreement"). Capitalized terms used but not defined herein shall have the meanings given
them in the Fiscal Agency Agreement.
This letter relates to our proposed purchase or acquisition of ___________ Mandatorily Redeemable
Preferred Shares with an aggregate original issue price of U.S.$___________ (the "Preferred Shares"), which are
held in the form of one or more certificated Preferred Shares in the name of ______________ (the "Transferor") to
effect the transfer of the Preferred Shares to ______________ (the "Transferee").
In connection with such request, and in respect of such Preferred Shares, the Transferee does hereby certify
that the Preferred Shares are being transferred (i) in accordance with the transfer restrictions set forth in the Fiscal
Agency Agreement and (ii) pursuant to an exemption from registration under the United States Securities Act of
1933, as amended (the "Securities Act") and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction.
In addition, the Transferee hereby represents, warrants and covenants for the benefit of the Issuer and its
counsel that we are:
(a)
_____
_____
_____
(b)
(PLEASE CHECK ONLY ONE)
a "qualified institutional buyer" as defined in Rule 144A under the Securities Act that is not a broker-dealer
which owns and invests on a discretionary basis less than U.S.$25,000,000 in securities of issuers that are
not affiliated persons of the dealer and is not a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of
Rule 144A under the Securities Act or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A under
the Securities Act that holds the assets of such a plan, if investment decisions with respect to the plan are
made by beneficiaries of the plan, and are acquiring the Preferred Shares in reliance on the exemption from
Securities Act registration provided by Rule 144A thereunder;
an "accredited investor" as defined in Rule 501(a) under the Securities Act; or
a person that is not a "U.S. person" as defined in Regulation S under the Securities Act, and are acquiring
the Preferred Shares in an offshore transaction (as defined in Regulation S) in reliance on the exemption
from Securities Act registration provided by Regulation S; and
acquiring the Preferred Shares for our own account (and not for the account of any other Person) in a
minimum denomination of 250 shares and in integral multiples of 1 in excess thereof.
The Transferee further represents and warrants as follows:
1. We understand that the Preferred Shares have not been and will not be registered under the Securities Act,
and, if in the future we decide to offer, resell, pledge or otherwise transfer the Preferred Shares, such
Preferred Shares may be offered, resold, pledged or otherwise transferred only in accordance with the
provisions of the Fiscal Agency Agreement and the legends on such Preferred Shares, including the
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