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

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(continued from previous page) Interest on the Notes will accrue on the outstanding principal balance thereof from the Closing Date. Subject to the Priority of Payments (as defined herein), interest will be payable quarterly in arrears on the 23rd day of each January, April, July and October (or, if not a Business Day, on the immediately following Business Day) (each, a "Distribution Date"), commencing in October 2006; provided that, if the Notes are no longer outstanding, a Distribution Date will occur on any date designated as such by the Issuer or the Collateral Manager on behalf of the Issuer not less than one Business Day prior to the date so designated. The principal of the Notes is required to be paid on the Distribution Date occurring in April 2020 (the "Stated Maturity") unless redeemed or repaid prior thereto. The Preferred Shares will not have a stated rate of dividends; rather, the holders of the Preferred Shares will, subject to the provisions of the Fiscal Agency Agreement and Cayman Islands law, receive on each Distribution Date, on a noncumulative basis, the amounts, if any, distributable to such holders in accordance with each of clauses (19) and (21) of the allocation of payments described below under "Application of Funds—Priority of Payments—Distributions of Interest Proceeds" and each of clauses (9) and (11) of the allocation of payments described below under "Application of Funds—Priority of Payments—Distributions of Principal Proceeds," respectively. Payments on the Offered Securities will be made in U.S. dollars. The Notes are subject to full or partial redemption or prepayment under the circumstances described herein under "Description of the Offered Securities—Redemption" and "Application of Funds—Priority of Payments." The Preferred Shares are subject to full redemption at the direction of the Majority of the Preferred Shares on any Distribution Date following the payment in full of the Notes. See "Description of the Offered Securities— Redemption." The Offered Securities are subject to various risks related to the performance of the Collateral Debt Obligations and the structure of the transaction. These risks, among others, should be considered in connection with any purchase of the Notes. See "Risk Factors" herein for a discussion of some of the risks that should be considered in evaluating an investment in the Notes. See also "Description of the Offered Securities" and "Security for the Notes" herein. The Notes sold within the United States or to "U.S. persons" as defined in Regulation S under the Securities Act (each, a "U.S. Person") in reliance on Rule 144A under the Securities Act ("Rule 144A") or, in the case of the initial offering, Section 4(2) of the Securities Act, initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a "Rule 144A Global Note") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC. The Notes sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S") to persons that are not U.S. Persons initially will be issued in the form of one or more global notes in fully registered form without coupons (each, a "Regulation S Global Note") to be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC, for the respective accounts of Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B - 1210 Brussels, as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme, L-2967 Luxembourg, Luxembourg ("Clearstream-Luxembourg"). Beneficial interests in a Regulation S Global Note may be held only through Euroclear or Clearstream-Luxembourg and may not be held by a U.S. Person at any time. The Preferred Shares will be issued in the form of definitive physical certificates in fully registered form without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of such legal and beneficial owner). Interests in a Regulation S Global Note may not be held at any time by a U.S. Person, and re-offers or resales of such Notes or Preferred Shares offered outside the United States in reliance on Regulation S under the Securities Act may be effected only in a transaction exempt from the registration requirements of the Securities Act and not involving directly or indirectly the Issuer, the Co-Issuer or their agents, affiliates or intermediaries. In addition, until the expiration of the applicable Distribution Compliance Period (as defined herein), a re-offer or resale of any Note originally sold pursuant to Regulation S to, or for the account or benefit of, a U.S. Person by a dealer or person receiving a concession, fee or remuneration in respect of the Notes may violate the registration requirements of the Securities Act, unless such offer and sale is made in compliance with an exemption from such registration requirements. Each purchaser of an interest in a Note or Preferred Share in the initial offering thereof and each -ii-
subsequent transferee will be required to make or will be deemed to have made certain representations and agreements. See "Certain ERISA Considerations" and "Transfer Restrictions." Application has been made to list the Notes on the Irish Stock Exchange through Arthur Cox Listing Services Limited ("ACLSL" and in such capacity, the "Irish Listing Agent"). Other than as expressly excepted herein, the Co-Issuers accept responsibility for the information contained in this document. To the best of their knowledge and belief, the information contained in this document is in accordance with the facts as of the date hereof and does not omit anything likely to affect the import of such information. The Collateral Manager accepts responsibility for the information with respect to the material relating to the Collateral Manager set forth under “The Collateral Manager”. To the best of the knowledge and belief of the Collateral Manager the information contained therein is in accordance with the facts as of the date hereof, and does not omit anything likely to affect the import of such information. THIS OFFERING MEMORANDUM ("OFFERING MEMORANDUM") DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (I) ANY SECURITIES OTHER THAN THE OFFERED SECURITIES OR (II) ANY SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS OFFERING MEMORANDUM AND THE OFFER OR SALE OF THE OFFERED SECURITIES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS OFFERING MEMORANDUM OR ANY OF THE OFFERED SECURITIES COME ARE REQUIRED BY THE CO-ISSUERS AND THE PLACEMENT AGENT TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. EACH PROSPECTIVE PURCHASER OF ANY OF THE OFFERED SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SUCH OFFERED SECURITIES OR POSSESSES OR DISTRIBUTES THIS OFFERING MEMORANDUM AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE OFFERED SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE CO-ISSUERS, THE PLACEMENT AGENT, THE COLLATERAL MANAGER AND ANY OF THEIR RESPECTIVE AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR. IRS CIRCULAR 230 NOTICE. THIS OFFERING MEMORANDUM WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSES OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL TAX PENALTIES. THIS OFFERING MEMORANDUM WAS WRITTEN AND PROVIDED BY THE CO-ISSUERS IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE CO-ISSUERS AND/OR PLACEMENT AGENT OF THE OFFERED SECURITIES. EACH HOLDER OF THE OFFERED SECURITIES SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE OFFERED SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS ANY SUCH COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -iii-
Page 1: Offering Subject Memorandum to Comp
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 and 24: Interest Reserve Account (to be app
Page 25 and 26: Counterparties as it may elect in i
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
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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
Page 111 and 112:
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
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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
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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
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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
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"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 .................
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USA PATRIOT Act....................
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equirement for written certificatio
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9. We understand that the Issuer, t
Page 199 and 200:
ANNEX B FORM OF PREFERRED SHARE ERI
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(v) (vi) the proceeds of such sale,
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EXHIBIT A Aggregate Industry Unit S
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Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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