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

The Notes Are Subject to Special Redemption at the Option of the Collateral Manager
The Notes will be subject to redemption in part by the Issuer (i) on any Distribution Date during the
Reinvestment Period if the Collateral Manager in its discretion notifies the Trustee that it has been unable, for a
period of at least 30 days, to identify Substitute Collateral Debt Obligations which would meet the criteria for
reinvestment described under "Security for the Notes—Substitute Securities and Reinvestment Criteria" in sufficient
amounts to permit the reinvestment of all or a portion of the funds then in the Principal Collection Account that are
to be invested in Substitute Collateral Debt Obligations or (ii) after the Effective Date, if the Collateral Manager
notifies the Trustee that a redemption is required as described under "The Indenture—Confirmation of Ratings;
Ramp-Up Failure" in order to obtain from each Rating Agency written confirmation that it will not downgrade or
withdraw its rating of the Notes assigned thereto on the Closing Date. On the first Distribution Date following the
Due Period in which notice of a Special Redemption is given, the funds in the Principal Collection Account
representing Principal Proceeds that cannot be reinvested in Substitute Collateral Debt Obligations will be available
to be applied in accordance with the Priority of Payments to redeem the Notes either (x) in accordance with the Note
Payment Sequence or (y) if, on the related Determination Date, the Pro Rata Special Redemption Conditions are
satisfied, (A) first, to the payment of the Aggregate Outstanding Amounts of each Class of the Notes on a pro rata
basis according to the respective Aggregate Outstanding Amounts thereof, until the Aggregate Outstanding Amount
of the Class A-1 Notes is reduced to U.S.$180,000,000, and (B) second, in accordance with the Note Payment
Sequence thereafter. The application of funds in that manner could result in an elimination, deferral, or reduction of
amounts available to make payments on the Notes following the applicable date of Special Redemption. If the
Collateral Manager does not effect a Special Redemption in such circumstances, amounts available for investment in
Substitute Collateral Debt Obligations would instead be invested in Eligible Investments that are likely to yield
substantially less than Collateral Debt Obligations, and accordingly, the Issuer's ability to make distributions to the
holders of the Offered Securities will be adversely affected. See "—The Offered Securities Are Limited Recourse
Obligations; Investors Must Rely on Available Collections from the Collateral Debt Obligations and Will Have No
Other Source for Payment," "Application of Funds—Priority of Payments—Distributions of Principal Proceeds" and
"Description of the Offered Securities—Redemption—Optional and Special Redemption."
The Reinvestment Period May Terminate Earlier Than Expected
Although the Reinvestment Period is expected to terminate on the Distribution Date occurring in April 2013,
the Reinvestment Period may terminate prior to such date if the Collateral Manager notifies the Issuer and the
Trustee that, in its judgment, investments in Substitute Collateral Debt Obligations in accordance with the Indenture
or the Collateral Management Agreement is no longer feasible or advisable and obtains Rating Confirmation thereto.
Such early termination of the Reinvestment Period may shorten the expected lives of the Notes.
The Offered Securities May Be Affected by Interest Rate Risks and Currency Exchange Risks, Including
Mismatches Between the Notes and the Collateral Debt Obligations
The aggregate principal balance of Notes may be different than the aggregate principal balance of the floating
rate Collateral Debt Obligations, and a portion of the portfolio of Collateral may consist of fixed rate Collateral Debt
Obligations. In addition, any payments of principal of or interest on Collateral Debt Obligations received during a
Due Period occurring during the Reinvestment Period and not reinvested in Collateral Debt Obligations during such
Due Period will be reinvested in Eligible Investments maturing not later than the Business Day immediately
preceding the next Distribution Date. There is no requirement that such Eligible Investments bear interest at a
floating rate, and the interest rates available for such Eligible Investments are inherently uncertain. As a result of
such mismatches, changes in the level of LIBOR or any other applicable floating rate index could adversely affect
the ability of the Co-Issuers or the Issuer, as applicable, to make payments on the Offered Securities. To the extent
described herein, the Issuer may enter into Hedge Agreements to reduce the effect of any such interest rate
mismatch. However, there can be no assurance that the Issuer will enter into such Hedge Agreements or that, if
entered into, such Hedge Agreements will significantly reduce the effect of such interest rate mismatch. The
Preferred Shares will be subordinated to the payment of interest on the Notes. There can be no assurance that the
Collateral Debt Obligations and the Eligible Investments will in all circumstances generate sufficient Interest
Proceeds to make timely payments of interest on the Notes and to make distributions to the holders of the Preferred
Shares, nor that the Hedge Agreements will ensure any particular return on such Notes or Preferred Shares.
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