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

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NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO FLORIDA RESIDENTS THE OFFERED SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT AND HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. ALL FLORIDA RESIDENTS WHO ARE NOT INSTITUTIONAL INVESTORS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES ACT HAVE THE RIGHT TO VOID THEIR PURCHASE OF THE OFFERED SECURITIES, WITHOUT PENALTY, WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION. NOTICE TO GEORGIA RESIDENTS THE OFFERED SECURITIES WILL BE ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. NOTICE TO RESIDENTS OF AUSTRALIA NO PROSPECTUS OR OTHER DISCLOSURE DOCUMENT IN RELATION TO THE OFFERED SECURITIES HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE AUSTRALIAN STOCK EXCHANGE LIMITED. EACH OF THE INITIAL PURCHASER AND THE PLACEMENT AGENT WILL REPRESENT AND AGREE THAT IT: (A) HAS NOT OFFERED OR INVITED APPLICATIONS, AND WILL NOT OFFER OR INVITE APPLICATIONS, FOR THE ISSUE, SALE OR PURCHASE OF THE OFFERED SECURITIES IN AUSTRALIA (INCLUDING AN OFFER OR INVITATION WHICH IS RECEIVED BY A PERSON IN AUSTRALIA); AND (B) HAS NOT DISTRIBUTED OR PUBLISHED, AND WILL NOT DISTRIBUTE OR PUBLISH, THIS OFFERING MEMORANDUM OR ANY OTHER OFFERING MATERIAL OR ADVERTISEMENT RELATING TO THE OFFERED SECURITIES IN AUSTRALIA, UNLESS (I) THE MINIMUM AGGREGATE CONSIDERATION PAYABLE BY EACH OFFEREE IS AT LEAST AU$500,000 (DISREGARDING MONEYS LENT BY THE OFFEROR OR ITS ASSOCIATES) OR THE OFFER OR INVITATION OTHERWISE DOES NOT REQUIRE DISCLOSURE TO INVESTORS IN -iv-
ACCORDANCE WITH PART 6D.2 OF THE CORPORATIONS LAW, AND (II) SUCH ACTION COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS. NOTICE TO RESIDENTS OF AUSTRIA THE OFFERED SECURITIES MAY ONLY BE OFFERED IN THE REPUBLIC OF AUSTRIA IN COMPLIANCE WITH THE PROVISIONS OF THE AUSTRIAN CAPITAL MARKET ACT AND OTHER LAWS APPLICABLE IN THE REPUBLIC OF AUSTRIA GOVERNING THE OFFER AND SALE OF THE OFFERED SECURITIES IN THE REPUBLIC OF AUSTRIA. THE OFFERED SECURITIES ARE NOT REGISTERED OR OTHERWISE AUTHORISED FOR PUBLIC OFFER EITHER UNDER THE CAPITAL MARKET ACT OR THE INVESTMENT FUND ACT. THE RECIPIENTS OF THIS OFFERING MEMORANDUM AND OTHER SELLING MATERIAL IN RESPECT TO THE OFFERED SECURITIES HAVE BEEN INDIVIDUALLY SELECTED AND IDENTIFIED BEFORE THE OFFER BEING MADE AND ARE TARGETED EXCLUSIVELY ON THE BASIS OF A PRIVATE PLACEMENT. ACCORDINGLY, THE OFFERED SECURITIES MAY NOT BE, AND ARE NOT BEING, OFFERED OR ADVERTISED PUBLICLY OR OFFERED SIMILARLY UNDER EITHER THE CAPITAL MARKET ACT OR THE INVESTMENT FUND ACT. THIS OFFER MAY NOT BE MADE TO ANY OTHER PERSONS THAN THE RECIPIENTS TO WHOM THIS DOCUMENT IS PERSONALLY ADDRESSED. NOTICE TO RESIDENTS OF BAHRAIN PURCHASE OF THE OFFERED SECURITIES IS BY INVITATION ONLY AND NO OFFER WILL BE MADE IN BAHRAIN TO THE PUBLIC TO PURCHASE THE SAME. THIS OFFERING MEMORANDUM IS INTENDED TO BE READ ONLY BY THE ADDRESSEE. NOTICE TO RESIDENTS OF BELGIUM THE OFFER HAS NOT BEEN NOTIFIED TO THE BELGIAN BANKING, FINANCE AND INSURANCE COMMISSION (COMMISSION BANCAIRE, FINANCIÈRE ET DES ASSURANCES) BY THE OFFEROR PURSUANT TO ARTICLE 18 OF THE BELGIAN LAW OF 22 APRIL 2003 ON THE PUBLIC OFFERING OF SECURITIES (THE "LAW ON PUBLIC OFFERINGS") NOR BY THE COMPETENT AUTHORITY OF THE HOME MEMBER STATE OF THE ISSUER PURSUANT TO ARTICLE 18.1 OF THE PROSPECTUS DIRECTIVE. ACCORDINGLY THE OFFER MAY NOT BE ADVERTISED, THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD, AND THIS OFFERING MEMORANDUM NOR ANY OTHER INFORMATION CIRCULAR, BROCHURE OR SIMILAR DOCUMENT MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY PERSON IN BELGIUM OTHER THAN (I) ELIGIBLE QUALIFIED INVESTORS REFERRED TO IN ARTICLE 3.2(A) OF THE PROSPECTUS DIRECTIVE OR (II) INVESTORS WISHING TO ACQUIRE OFFERED SECURITIES FOR A TOTAL CONSIDERATION OF AT LEAST EUR 50,000 (OR ITS EQUIVALENT IN FOREIGN CURRENCIES) PER TRANSACTION, AS SPECIFIED IN ARTICLE 3.2(C) OF THE PROSPECTUS DIRECTIVE. NOTICE TO RESIDENTS IN THE PROVINCES OF QUEBEC, ONTARIO AND BRITISH COLUMBIA IN CANADA THIS OFFERING MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR PUBLIC OFFERING OF THE SECURITIES DESCRIBED HEREIN. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED JUDGEMENT ON THE MERITS OF THE SECURITIES DESCRIBED HEREIN AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. NO INVITATION MAY BE MADE TO THE PUBLIC IN THE PROVINCES OF QUEBEC, ONTARIO AND BRITISH COLUMBIA IN CANADA TO SUBSCRIBE FOR THE OFFERED SECURITIES. NO PRELIMINARY OR FINAL OFFERING MEMORANDUM IS BEING FILED WITH THE SECURITIES COMMISSIONS OF THE SAID PROVINCES IN CANADA WITH RESPECT TO THE OFFERING OF THE OFFERED SECURITIES, WHICH IS BEING MADE SOLELY PURSUANT TO EXEMPTIONS FROM PROSPECTUS REQUIREMENTS UNDER SECURITIES LEGISLATION OF SAID PROVINCES IN CANADA. THE ISSUER DOES NOT INTEND TO FILE A PROSPECTUS OR OTHERWISE BECOME A 'REPORTING ISSUER' PURSUANT TO APPLICABLE -v-
Page 1 and 2: Offering Subject Memorandum to Comp
Page 3: subsequent transferee will be requi
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
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
Page 155 and 156:
EMPLOYEE BENEFIT PLAN SUBJECT TO TI
Page 157 and 158:
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"
Page 175 and 176:
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
Page 185 and 186:
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....................
Page 195 and 196:
equirement for written certificatio
Page 197 and 198:
9. We understand that the Issuer, t
Page 199 and 200:
ANNEX B FORM OF PREFERRED SHARE ERI
Page 201 and 202:
(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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