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

Issuer: ....................................................... Octagon Investment Partners IX, Ltd., an exempted company
incorporated under the laws of the Cayman Islands with limited
liability for the sole purpose of acquiring Collateral Debt Obligations,
issuing the Offered Securities and engaging in certain related
transactions. The Issuer will not have any substantial assets other than
the assets pledged under the Indenture. See "The Co-Issuers."
Co-Issuer: ................................................. Octagon Investment Partners IX, LLC, a Delaware limited liability
company established for the sole purpose of co-issuing the Notes and
engaging in certain related transactions. The Co-Issuer will not have
any assets other than nominal equity capital and will not pledge any
assets to secure the Notes. The Preferred Shares will not be issued by
the Co-Issuer. See "The Co-Issuers."
Closing Date:............................................ May 25, 2006.
Interest on the Notes: .............................. The Notes will accrue interest on the unpaid principal balance thereof
commencing on the Closing Date at the applicable Note Interest Rate.
Interest on the Notes will be due and payable in arrears on each
Distribution Date immediately following the related Interest Accrual
Period. Interest on any Note that is not paid when due shall accrue at
the Note Interest Rate for such Class until paid as provided in the
Indenture.
So long as any of the Class A Notes are outstanding, any interest
accrued on the Class B Notes that is not available to be paid as a result
of the operation of the Priority of Payments on any Distribution Date
will not be due and payable on such Distribution Date for any purpose
under the Indenture, but instead will be deferred (and nonpayment will
not be a Default), will bear interest at the Class B Note Interest Rate
and will be due and payable on the earlier of (i) the first Distribution
Date on which funds are available and permitted to be used for such
purpose in accordance with the Priority of Payments and (ii) the Stated
Maturity of the Class B Notes. The Aggregate Outstanding Amount of
the Class B Notes will include the Class B Deferred Interest.
"Class B Deferred Interest" means with respect to any Distribution
Date, as long as any Class A Notes are outstanding, the shortfall (if
any) in the payment of the accrued and unpaid interest on the Class B
Notes on such Distribution Date or any previous Distribution Date, in
each case to the extent not previously paid.
So long as any of the Class A Notes and the Class B Notes are
outstanding, any interest accrued on the Class C Notes that is not
available to be paid as a result of the operation of the Priority of
Payments on any Distribution Date will not be due and payable on such
Distribution Date for any purpose under the Indenture, but instead will
be deferred (and nonpayment will not be a Default), will bear interest at
the Class C Note Interest Rate and will be due and payable on the
earlier of (i) the first Distribution Date on which funds are available
and permitted to be used for such purpose in accordance with the
Priority of Payments and (ii) the Stated Maturity of the Class C Notes.
The Aggregate Outstanding Amount of the Class C Notes will include
the Class C Deferred Interest.
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