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

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(dd) (i) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that have attached equity features and (ii) no Collateral Debt Obligation's equity feature will be a value greater than 2.0% of the Principal Balance of such Collateral Debt Obligation; (ee) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that provide for any payments which are or will be subject to deduction or withholding for or on account of any withholding or similar tax (other than commitment fees); provided that this clause (ee) will not be applicable to the acquisition of any such Collateral Debt Obligation with respect to which the related issuer is required to make "gross up" payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required; and (ff) Not more than 2.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that mature following the Stated Maturity of the Notes (excluding any Collateral Debt Obligation that matures subsequent to the Stated Maturity of the Notes that is subject to an unexpired put option exercisable at the option of the holder of the Collateral Debt Obligation at a price at least equal to par prior to the Stated Maturity of the Notes). For the purposes of clauses (a) and (b) above, the principal amount of funds resulting from Principal Proceeds and Sale Proceeds on deposit in the Principal Collection Account, including Eligible Investments purchased with such funds, will be included as Floating Rate Collateral Debt Obligations that are First Lien Loans. Unless a Rating Confirmation from Standard & Poor's with respect thereto has been obtained, for purposes of clause (x) of the Portfolio Profile Test, any issuers or obligors affiliated with one another shall be considered one issuer or obligor (other than issuers that are affiliated solely by reason of common ownership by a Financial Sponsor). Management of the Collateral: ............................................. The Collateral Manager selected the Collateral Debt Obligations during the warehousing period preceding the Closing Date for inclusion in the Collateral and thereafter will select the Collateral Debt Obligations and monitor the performance and credit quality of the Collateral Debt Obligations on an ongoing basis. The portfolio of Collateral Debt Obligations expected to be owned by the Issuer on the Closing Date will include approximately U.S.$75,000,000 principal amount of Collateral Debt Obligations consisting of loans that the Issuer purchased from Octagon III in connection with the optional redemption of the securities issued by Octagon III and a material amount of Collateral Debt Obligations consisting of loans that the Issuer purchased from JPMorgan Chase affiliates. The Collateral Manager generally is permitted to direct the Trustee at any time to sell (i) any Defaulted Obligation; (ii) any Credit Improved Obligation; (iii) any Credit Risk Obligation; or (iv) any Equity Security. In addition, the Collateral Manager may, during the Reinvestment Period and subject to the determination by the Collateral Manager that 17
the proceeds of such sale may be reinvested in compliance with the Reinvestment Criteria (as defined below), direct the Trustee to dispose of one or more Collateral Debt Obligations (other than any Defaulted Obligation, Credit Improved Obligation, Credit Risk Obligation or Equity Security) in cases where the Collateral Manager chooses, in its sole discretion, to sell a Collateral Debt Obligation; provided that, subject to the other requirements described herein, such sales (measured by the Aggregate Principal Balance of the Collateral Debt Obligations sold) in any twelve-month period commencing the day after the Effective Date and ending on the day before the applicable anniversary thereof does not exceed 25% of the Principal Collateral Value of the Collateral Debt Obligations at the beginning of such period. During the period commencing on the Effective Date and ending on the last day of the Reinvestment Period, the Collateral Manager may cause (and the Trustee shall release) Principal Proceeds to be reinvested in new Collateral Debt Obligations (the "Substitute Collateral Debt Obligations") if, immediately after giving effect to such reinvestment, the following criteria (the "Reinvestment Criteria") are satisfied: (a) the Substitute Collateral Debt Obligation satisfies the definition of Collateral Debt Obligation; (b) the Overcollateralization Tests are satisfied, or if immediately prior to such acquisition an Overcollateralization Test was not satisfied, the relevant Overcollateralization Ratio is maintained or improved after giving effect to such acquisition; (c) the Interest Coverage Tests are satisfied or, if immediately prior to such acquisition an Interest Coverage Test was not satisfied, the relevant Interest Coverage Ratio is maintained or improved after giving effect to such acquisition; (d) the Collateral Quality Tests are satisfied or if, immediately prior to such acquisition, any Collateral Quality Test was not satisfied, the extent of compliance with such Collateral Quality Test is maintained or improved after giving effect to such acquisition; provided that the Weighted Average Spread Test need not be satisfied, or the extent of compliance with such test need not be maintained or improved, in the case of a reinvestment of Principal Proceeds received in connection with the refinancing of a Collateral Debt Obligation within five Business Days of the Issuer's receipt of such Principal Proceeds in a Substitute Collateral Debt Obligation issued by the issuer (or its successor by merger, conversion or consolidation) of the Collateral Debt Obligation so refinanced so long as (I) the Spread of such Substitute Collateral Debt Obligation is lower than the Spread of the Collateral Debt Obligation so refinanced, (II) the priority in right of payment and in right of collateral of such Substitute Collateral Debt Obligation is the same as or higher than the priority in right of payment and in right of collateral of the Collateral Debt Obligation so refinanced, (III) Moody’s shall have upgraded or put on watch for possible upgrade the rating assigned by it to the Collateral Obligation so refinanced within 60 days prior to receipt of such Principal Proceeds, (IV) the Moody's Rating of such Substitute Collateral Debt Obligation is not lower than the Moody's Rating of the Collateral Debt Obligation so refinanced and (V) the Standard & Poor's Rating of such 18
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 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: (z) Not more than the percentage of
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
Page 89 and 90:
3.0% Any of Greece, Italy or Portug
Page 91 and 92:
assigning Selling Institution shoul
Page 93 and 94:
The Class B Interest Coverage Test
Page 95 and 96:
Minimum Diversity Score Maximum Wei
Page 97 and 98:
Rating/Minimum Spread/Maximum WAL M
Page 99 and 100:
Moody's Recovery Rate for All Other
Page 101 and 102:
emaining for the payment of the Cla
Page 103 and 104:
(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
Page 123 and 124:
or bad faith on its part, arising o
Page 125 and 126:
and all other amounts payable under
Page 127 and 128:
federal, state, local or foreign in
Page 129 and 130:
elevant provisions of the Indenture
Page 131 and 132:
Co-Issuers of all other amounts due
Page 133 and 134:
holders of the Preferred Shares of,
Page 135 and 136:
Zhen Tao, Associate. Prior to joini
Page 137 and 138:
If the Collateral Management Agreem
Page 139 and 140:
Manager, the resigning or removed C
Page 141 and 142:
Manager certain reports, schedules
Page 143 and 144:
A U.S. Holder generally will recogn
Page 145 and 146:
CAYMAN ISLANDS TAX CONSIDERATIONS T
Page 147 and 148:
The Issuer intends to limit purchas
Page 149 and 150:
In the Placement Agreement, each of
Page 151 and 152:
any of their respective affiliates
Page 153 and 154:
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
Page 163 and 164:
such Floating Rate Collateral Debt
Page 165 and 166:
has decreased its spread over a Lon
Page 167 and 168:
"Defaulted Obligation" means for an
Page 169 and 170:
organized under the laws of the Uni
Page 171 and 172:
provides services; provided that U.
Page 173 and 174:
"Form-Approved Synthetic Security"
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that the Collateral Manager may bas
Page 177 and 178:
affiliates have defaulted on any de
Page 179 and 180:
"Principal Balance" means with resp
Page 181 and 182:
disposition of Collateral Debt Obli
Page 183 and 184:
"Sale Proceeds" means with respect
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ating if such rating is higher than
Page 187 and 188:
Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
Page 189 and 190:
INDEX OF DEFINED TERMS $...........
Page 191 and 192:
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
Page 199 and 200:
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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