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

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The "Class C Coverage Tests" will consist of the Class C Overcollateralization Test and the Class C Interest Coverage Test. The "Class C Overcollateralization Ratio" is equal, as of any Measurement Date, to the ratio (expressed as a percentage) obtained by dividing: (1) the Principal Collateral Value (as of such Measurement Date); by (2) the Aggregate Outstanding Amount of the Class A Notes, the Class B Notes and the Class C Notes (each, as of such Measurement Date). The "Class C Overcollateralization Test" is a test (i) that will be deemed satisfied as of any Measurement Date before the Effective Date; and (ii) that will be satisfied as of any Measurement Date on or after the Effective Date if on such Measurement Date the Class C Overcollateralization Ratio is equal to or greater than 103.1%. The "Class C Interest Coverage Ratio" is equal, as of any Measurement Date, to the ratio (expressed as a percentage) obtained by dividing: (a) the sum (without duplication), with respect to the Due Period in which such Measurement Date occurs, of the Interest Proceeds received in cash or, in the Collateral Manager's judgment, scheduled to be received between such Measurement Date and the end of the related Due Period minus the amounts, if any, scheduled to be applied on the Distribution Date relating to such Due Period in accordance with clauses (1) through (5) of the allocation of payments described below under "Application of Funds—Priority of Payments—Distributions of Interest Proceeds"; by (b) with respect to the next Distribution Date, the sum (without duplication) of amounts payable in respect of interest on the Class A Notes, the Class B Notes and the Class C Notes pursuant to clauses (6), (7), (10) (other than Class B Deferred Interest) and (12) (other than Class C Deferred Interest) of the allocation of payments described below under "Application of Funds—Priority of Payments— Distributions of Interest Proceeds." The "Class C Interest Coverage Test" is a test (i) that will be deemed satisfied as of any Measurement Date before the Effective Date; and (ii) that will be satisfied as of any Measurement Date on or after the Effective Date if on such Measurement Date the Class C Interest Coverage Ratio is equal to or greater than 110.0%. The "Reinvestment Overcollateralization Ratio" is equal, as of any Measurement Date, to the ratio (expressed as a percentage) obtained by dividing: (1) the Principal Collateral Value (as of such Measurement Date); by (2) the Aggregate Outstanding Amount of the Class A Notes, the Class B Notes and the Class C Notes (each, as of such Measurement Date). The "Reinvestment Overcollateralization Test" is a test (i) that will be deemed satisfied as of any Measurement Date before the Effective Date or after the Reinvestment Period; and (ii) that will be satisfied as of any Measurement Date on or after the Effective Date and during the Reinvestment Period if on such Measurement Date the Reinvestment Overcollateralization Ratio is equal to or greater than the Reinvestment Overcollateralization Test Level for such Measurement Date. 11
The "Reinvestment Overcollateralization Test Level" is, initially, 107.7%, until the day following the Distribution Date in April 2007, and on the day following such Distribution Date and on the day following the Distribution Date in each April thereafter, the Reinvestment Overcollateralization Test Level will be reduced by 0.50%. Maintenance and Measurement of Coverage Tests:................................ If a Coverage Test is not satisfied as of any Determination Date preceding any Distribution Date occurring on or after the Effective Date, certain funds from the Collection Accounts will be used to reduce the Aggregate Outstanding Amount of the relevant Class or Classes, as applicable, of Notes on such Distribution Date in accordance with the Priority of Payments until such Coverage Test is satisfied. Pursuant to the Indenture, the Coverage Tests will be deemed to be satisfied as of any time prior to the Effective Date. See "—Coverage Tests," "—Distributions of Interest Proceeds" and "—Distributions of Principal Proceeds." Measurement of the degree of compliance with the Coverage Tests will be required on each Measurement Date on or after the Effective Date. A "Measurement Date" is a day that is (1) the Effective Date, (2) the last day of a Due Period (any such date, a "Determination Date"), (3) any day a transaction is entered into by the Collateral Manager on behalf of the Issuer for the purchase or sale of a Collateral Debt Obligation, (4) the day as of which a Collateral Debt Obligation becomes a Defaulted Obligation, and the Collateral Manager has knowledge thereof, (5) the day as of which any monthly report is determined pursuant to the Indenture and (6) with reasonable notice to the Co-Issuers, the Collateral Manager and the Trustee, any other Business Day that either Rating Agency reasonably requests; provided that, if any such date would otherwise fall on a day that is not a Business Day, the relevant Measurement Date will be the next succeeding Business Day. If the Reinvestment Overcollateralization Test is not satisfied as of any Determination Date preceding any Distribution Date occurring on or after the Effective Date and during the Reinvestment Period, a portion of the Interest Proceeds that would otherwise be used to make distributions to the Preferred Shares, to pay Collateral Management Incentive Fees and to pay certain expenses will instead be deposited to the Principal Collection Account as Principal Proceeds. Collateral Quality Tests: ......................... The Collateral Quality Tests will be used as criteria for purchasing Collateral Debt Obligations. The "Collateral Quality Tests" will consist of the Weighted Average Rating Factor Test, the Moody's Diversity Test, the Weighted Average Life Test, the Weighted Average Coupon Test, the Weighted Average Spread Test, the Weighted Average Recovery Rate Test and the Standard & Poor's CDO Monitor Test. Compliance with the Collateral Quality Tests will be determined as of each Measurement Date occurring on and after the Effective Date. The "Weighted Average Rating Factor Test" is a test that will be satisfied on any Measurement Date if the Moody's Average Rating of the Collateral Debt Obligations (excluding Defaulted Obligations) on such Measurement Date is less than or equal to (i) the maximum rating factor corresponding to the applicable Minimum Diversity/Maximum 12
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 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: (iii) such calculation will not inc
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
Page 81 and 82:
Intermediary; and (ii) all other ac
Page 83 and 84:
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
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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)
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
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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
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Lending Counterparty so that the Se
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agreed that if such purchaser is no
Page 123 and 124:
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
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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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