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

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other funds in the Payment Account and the Collection Accounts on such Payment Date. In such event, the Collateral Manager will direct the sale of the Collateral in order to make payments as described under "Description of the Offered Securities—Redemption—Optional Redemption of Notes by Liquidation of Assets." Second, a Majority of the Preferred Shares may direct that the Notes be redeemed, in whole but not in part, using proceeds of a secured loan or an issuance of a replacement class or classes of notes, to the extent and subject to the restrictions described herein. See "Description of the Offered Securities—Redemption—Optional Redemption of Notes using Additional Notes or Secured Loans." The Redemption Price for each Class of Notes is the sum of (i) the Aggregate Outstanding Amount of such Class, plus (ii) accrued and unpaid interest thereon. No redemption of the Preferred Shares may be made from the Collateral until the Notes and certain other amounts are paid in full as provided in the Priority of Payments. On any Distribution Date on or after the payment in full of the Notes and all administrative and other fees and expenses payable under the Priority of Payments (including the Base Collateral Management Fee and the Subordinated Collateral Management Fee), the Preferred Shares, subject to Cayman Islands law, may be permanently redeemed, in whole, but not in part, at the direction of the Majority of the Preferred Shares and at their Redemption Price, in accordance with the Priority of Payments and the Fiscal Agency Agreement. The Redemption Price for the Preferred Shares will be equal to the amount of the proceeds of the Collateral remaining, if any, after giving effect to the redemption of the Notes and the payment of, or establishment of a reserve for, all prior amounts as described herein in accordance with the Priority of Payments. Reinvestment Period: .............................. The "Reinvestment Period" means the period commencing on the Closing Date and ending on the first to occur of (a) the Distribution Date occurring in April 2013, (b) the date of an Optional Redemption of the Notes pursuant to the Indenture effected through a Redemption by Liquidation and (c) the date of the acceleration of the Notes pursuant to the Indenture following an occurrence of an Event of Default. In the event the Reinvestment Period has been terminated due to such acceleration of the Notes following the occurrence of an Event of Default, the Reinvestment Period will be reinstated if (i) such acceleration of the Notes has been rescinded and annulled in accordance with the terms of the Indenture, (ii) the related Event of Default has been cured or waived, (iii) no other events that would terminate the Reinvestment Period have occurred and are continuing, (iv) the Issuer shall have obtained the consents to such reinstatement of the Collateral Manager and the Majority of the Controlling Class and (v) the Issuer shall have obtained a Rating Confirmation with respect thereto. Hedge Agreements:.................................. Subject to certain restrictions, the Issuer will be authorized to enter into Hedge Agreements from time to time in order to manage interest rate, currency exchange and other risks in connection with the Issuer's issuance of, and making of payments on, the Notes and ownership and disposition of the Collateral Debt Obligations and with such Hedge 5
Counterparties as it may elect in its sole discretion, subject in all cases to the receipt of a Rating Confirmation with respect thereto. See "Security for the Notes—Hedge Agreements." Without limitation to the foregoing, upon or promptly after the purchase of a Non-USD Debt Obligation, the Issuer is expected to enter into one or more Currency Hedges (or maintain one or more existing Currency Hedges in respect of the related Permitted Currency covering such Non-USD Debt Obligation as permitted in "Security for the Notes—Hedge Agreements—Currency Hedges") with a Hedge Counterparty satisfying the Required Hedge Counterparty Rating in a notional amount not to exceed the collateral principal amount of the Non-USD Debt Obligations being purchased. Collateral Debt Obligations:................... A "Collateral Debt Obligation" will be any obligation that, at the time the Issuer enters into the commitment to acquire such obligation: (a) is a senior secured or a senior unsecured term or revolving loan (including (i) a letter of credit reimbursement obligation and (ii) if secured, a DIP Loan), including a Participation interest therein, a corporate debt security (including an investment grade debt security, a high-yield debt security and a mezzanine debt security), a Synthetic Security, a Structured Finance Security or a certificate of beneficial interest in an equipment trust that has the general characteristics of a debt obligation and is treated as a debt obligation for U.S. federal income tax purposes, which (except with respect to a Delayed Draw Term Loan or a Revolving Credit Facility) is fully funded; (b) is not a Defaulted Obligation or a Credit Risk Obligation; (c) (i) has a Moody's Rating and a Standard & Poor's Rating (and such Standard & Poor's Rating does not include the subscript "p," "pi," "q," "r" or "t" without Rating Confirmation from Standard & Poor's) or (ii) is fully and unconditionally guaranteed as to the timely payment of principal and interest by the U.S. government or any agency or instrumentality thereof the obligations of which thereunder are backed by the full faith and credit of the United States of America; (d) has a Moody's Rating not below "Caa1" and a Standard & Poor's Rating not below "CCC+"; (e) has a stated amortization schedule or maturity date or final mandatory redemption date; (f) is eligible under the instrument or agreement pursuant to which it was issued or created to be purchased by the Issuer and pledged to the Trustee; (g) is an obligation of a borrower, issuer or obligor principally located in (x) the United States, The Netherlands, the United Kingdom, Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy or Portugal, (y) a country that is referred to in the definition of Permitted Non-U.S. Obligor or (z) any other country that has (i) a Moody's foreign currency rating of at least "Aa2" and (ii) a Standard & Poor's foreign issuer credit rating of at least "AA"; 6
Page 1 and 2: Offering Subject Memorandum to Comp
Page 3 and 4: subsequent transferee will be requi
Page 5 and 6: ACCORDANCE WITH PART 6D.2 OF THE CO
Page 7 and 8: NOTICE TO RESIDENTS IN THE PROVINCE
Page 9 and 10: MUTUAL FUNDS, PORTFOLIO INVESTMENT
Page 11 and 12: THE OFFERED SECURITIES HAVE NOT BEE
Page 13 and 14: BENEFICIAL OWNERS OF SUCH OFFERED S
Page 15 and 16: Shares, the Issuer under the Prefer
Page 17 and 18: TABLE OF CONTENTS SUMMARY OF TERMS
Page 19 and 20: CAYMAN ISLANDS TAX CONSIDERATIONS..
Page 21 and 22: Issuer: ...........................
Page 23: Interest Reserve Account (to be app
Page 27 and 28: United States or any state thereof
Page 29 and 30: (iii) such calculation will not inc
Page 31 and 32: The "Reinvestment Overcollateraliza
Page 33 and 34: The foregoing descriptions are summ
Page 35 and 36: (z) Not more than the percentage of
Page 37 and 38: the proceeds of such sale may be re
Page 39 and 40: (v) the Weighted Average Rating Fac
Page 41 and 42: (6) to the payment of accrued and u
Page 43 and 44: (4) to the payment of the amounts r
Page 45 and 46: RISK FACTORS An investment in the O
Page 47 and 48: To the extent the requirements unde
Page 49 and 50: Preferred Shares. In the event of a
Page 51 and 52: Investments of the Issuer in securi
Page 53 and 54: Controlling Class are entitled to d
Page 55 and 56: the ability of the Co-Issuers to op
Page 57 and 58: Agency in rating the Notes or any r
Page 59 and 60: not directly benefit from the colla
Page 61 and 62: circumstances, the loaned Collatera
Page 63 and 64: Securities are entitled to vote, in
Page 65 and 66: As part of their regular business,
Page 67 and 68: Declaration of Trust). It is not an
Page 69 and 70: Carrie Bunton, Vice President Carri
Page 71 and 72: any Notes for any Interest Accrual
Page 73 and 74: Withholding Tax Obligations, in eac
Page 75 and 76:
Payments on the Offered Securities
Page 77 and 78:
state of the United States or any o
Page 79 and 80:
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
Page 85 and 86:
payment of all amounts due from the
Page 87 and 88:
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
Page 95 and 96:
Minimum Diversity Score Maximum Wei
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Rating/Minimum Spread/Maximum WAL M
Page 99 and 100:
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
Page 105 and 106:
The "Required Sale Date" means, (a)
Page 107 and 108:
Principal Collection Account All pr
Page 109 and 110:
Agreement, or if any such Swap Agre
Page 111 and 112:
Account will be utilized to purchas
Page 113 and 114:
transfer of such amounts (except fo
Page 115 and 116:
(y) replace itself under the relate
Page 117 and 118:
denominated in the same Permitted C
Page 119 and 120:
Lending Counterparty so that the Se
Page 121 and 122:
agreed that if such purchaser is no
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or bad faith on its part, arising o
Page 125 and 126:
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
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holders of the Preferred Shares of,
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Zhen Tao, Associate. Prior to joini
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If the Collateral Management Agreem
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Manager, the resigning or removed C
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Manager certain reports, schedules
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A U.S. Holder generally will recogn
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CAYMAN ISLANDS TAX CONSIDERATIONS T
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The Issuer intends to limit purchas
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In the Placement Agreement, each of
Page 151 and 152:
any of their respective affiliates
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Additional Restrictions No transfer
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EMPLOYEE BENEFIT PLAN SUBJECT TO TI
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AND IS NOT A QUALIFIED PURCHASER, A
Page 159 and 160:
warehouse facility (including the l
Page 161 and 162:
GLOSSARY "Accredited Investor" mean
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such Floating Rate Collateral Debt
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has decreased its spread over a Lon
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"Defaulted Obligation" means for an
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organized under the laws of the Uni
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provides services; provided that U.
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"Form-Approved Synthetic Security"
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that the Collateral Manager may bas
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affiliates have defaulted on any de
Page 179 and 180:
"Principal Balance" means with resp
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disposition of Collateral Debt Obli
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"Sale Proceeds" means with respect
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ating if such rating is higher than
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Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
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INDEX OF DEFINED TERMS $...........
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Issuer Par Amount .................
Page 193 and 194:
USA PATRIOT Act....................
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equirement for written certificatio
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9. We understand that the Issuer, t
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ANNEX B FORM OF PREFERRED SHARE ERI
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(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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