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

Preferred Shares. In the event of an Event of Default under the Indenture or liquidation of the Co-Issuers, Principal
Proceeds will likely be insufficient to pay off the Offered Securities in full.
The Indenture Requires Mandatory Redemption of the Notes for Failure to Satisfy Coverage Tests
If the Coverage Tests with respect to any Class or Classes of Notes are not met, Interest Proceeds that otherwise
would have been paid or distributed to the holders of the Notes of each Class (other than Class A Notes) that is
subordinated to such Class or Classes and (during the Reinvestment Period) Principal Proceeds that would otherwise
have been reinvested in Collateral Debt Obligations will instead be used to redeem the Notes of the most senior
Class or Classes then outstanding to the extent necessary to satisfy the applicable Coverage Tests as described under
"Summary of Terms—Priority of Payments." This could result in an elimination, deferral or reduction in the
payments of Interest Proceeds to the holders of the Class B Notes and/or the Class C Notes of dividends to the
holders of the Preferred Shares, as the case may be. In addition, this could also result in an increase in the average
weighted interest rate payable by the Issuer on the Notes, which would adversely affect the Issuer.
Distributions to the Preferred Shares will be Reduced upon a Failure to Satisfy the Reinvestment
Overcollateralization Test
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.
The Notes Are Subject to Optional Redemption
A Majority of the Preferred Shares may cause the Notes and, on or after the payment in full of the Notes and all
administrative and other fees and expenses payable under the Priority of Payments, the Preferred Shares to be
redeemed as described under "Description of the Offered Securities—Redemption—Optional and Special
Redemption" and "Description of the Offered Securities—Redemption—Optional Redemption of the Preferred
Shares" on any Distribution Date occurring on or after April 23, 2010.
In the event of an early redemption, the holders of the Notes and the Preferred Shares will be repaid prior to the
respective Stated Maturity, in the case of the Notes, or mandatory redemption date, in the case of the Preferred
Shares. In the case of an Optional Redemption effected through a Redemption by Liquidation, there can be no
assurance that, upon any such redemption, the Sale Proceeds realized and other available funds would permit any
distribution on the Preferred Shares after all required payments are made to the holders of the Notes. In addition, an
Optional Redemption of Notes and Preferred Shares could require the Collateral Manager to liquidate positions
more rapidly than would otherwise be the case, which could adversely affect the realized value of the Collateral
Debt Obligations sold.
In addition, in the case of an Optional Redemption effected through a Redemption by Refinancing, the holders
of the Preferred Shares may cause an Optional Redemption through a Redemption by Refinancing if interest rates on
investments similar to the Notes fall below current levels. If exercised, such redemption would result in the Notes
being redeemed at the Redemption Price at a time when they may be trading in the market at a premium and when
other investments bearing the same rate of interest relative to the level of risk assumed may be difficult or expensive
to acquire. In addition, if the holders of the Preferred Shares cause the Notes to be redeemed pursuant to a
Redemption by Refinancing in which additional notes are issued or borrowings under secured loans are made, the
Preferred Shares will be subordinate to payments on such additional notes or secured loans. The additional notes
issued, or secured loans obtained, as the case may be, in connection with a Redemption by Refinancing would have
such terms and priorities as are negotiated at the time and that are set forth in a supplemental indenture. The terms
and priorities of the Preferred Shares may be less favorable to the holders of the Preferred Shares than the Notes that
are being redeemed pursuant to the Redemption by Refinancing.
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