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

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German Tax Treatment of German Investors The German Investment Tax Act (Investmentsteuergesetz) ("Investment Tax Act") applies (i) to "shares" (Investmentanteile) in investment funds held by German tax resident investors, (ii) to an investor holding shares in an investment fund as business assets of a permanent establishment maintained in Germany or carried on through a permanent representative in Germany, or as business assets of a fixed base in Germany or (iii) if an investor physically presents shares in an investment fund at the office of a German credit institution or financial services institution (over-the-counter transaction (Tafelgeschäft)) (collectively, "German Investors"). The Issuer believes that the Investment Tax Act should not be applicable to Holders of the Offered Securities. If any German Investor notifies the Issuer that it is subject to the Investment Tax Act, the Issuer will, if and only if the expense of its compliance is immaterial, comply with the minimum statutory reporting and publication requirements (the "Minimum Reporting Requirements") set forth in paragraph 1 of Section 5 of the Investment Tax Act for so-called "semi-transparent funds" for so long as such German Investor holds any Offered Securities. There can be no assurance that the expense of compliance by the Issuer with the Minimum Reporting Requirements would be immaterial to the Issuer. Due to the fact that the Investment Tax Act has only recently been enacted and so far no court decisions or tax circulars are available in this respect, there are a number of uncertainties regarding the interpretation of the tax provisions contained in the Investment Tax Act (including Minimum Reporting Requirements). General THE CO-ISSUERS The Issuer is incorporated in the Cayman Islands under the Companies Law (2004 Revision) of the Cayman Islands, and its registered office is at the offices of Maples Finance Limited, P.O. Box 1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Issuer was incorporated on May 12, 2005 with the registration number 148847 for an indefinite period and since incorporation has not had any commercial operations other than those preparatory to the transactions contemplated herein and no financial statements have been prepared. The authorized share capital of the Issuer is U.S.$45,050, divided into 250 ordinary shares with a par value of U.S.$1.00 per share (the "Ordinary Shares"), all of which have been issued and are outstanding, and 44,800 Preferred Shares with a par value of U.S.$0.01 per share, all of which will be issued on the Closing Date. Except for assets purchased in anticipation of the transactions contemplated herein, the Issuer has no prior operating experience and will not have any substantial assets other than the Collateral. The directors of the Issuer are Phillip Hinds, Carrie Bunton and Helen Allen, each of whom is an officer of the Administrator. The business address of the Issuer and each of the directors of the Issuer is the address of the Administrator, which is Maples Finance Limited, P.O. Box 1093GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands, telephone number: 1-345-945-7099. The directors of the Issuer serve as directors of and provide services to other special purpose entities, including entities that issue collateralized debt obligations and perform other duties for Maples Finance Limited. Maples Secretaries Limited also serves as Secretary for the Issuer. The Issuer is not required by Cayman Islands law, and the Issuer does not intend, to publish annual reports and accounts. The Indenture, however, requires the Issuer to provide the Trustee with written notification if an Event of Default has occurred, in accordance with the rules of the Irish Stock Exchange. The Co-Issuer is a limited liability company formed on April 18, 2006 under the laws of the State of Delaware pursuant to a certificate of formation and limited liability company agreement with registered number 4143523. The registered office of the Co-Issuer is at the offices of Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711, telephone number: 1-302-738-6680. The Co-Issuer has no prior operating experience and will not have any material assets. The Issuer will be the sole member of the Co-Issuer. All of the outstanding Ordinary Shares of the Issuer will be legally owned by Maples Finance Limited, a Cayman Islands licensed trust company (the "Share Trustee") under the terms of an amended and restated declaration of trust (the "Declaration of Trust") dated on or before the Closing Date under which the Share Trustee holds the Ordinary Shares in trust until the Termination Date (as defined in the Declaration of Trust) and may dispose or otherwise deal with the Ordinary Shares only with the approval of the Trustee for so long as there are Notes outstanding. Prior to the Termination Date, the trust is an accumulation trust, but the Share Trustee has power with the consent of the Trustee, to benefit the holders of the Notes or Qualified Charities (as defined in the 47
Declaration of Trust). It is not anticipated that any distribution will be made while any Note is outstanding. Following the Termination Date, the Share Trustee will wind up the trust and make a final distribution to charity. The Share Trustee has no beneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee) from, its holding of the Ordinary Shares. The Notes are limited-recourse debt obligations only of the Co-Issuers and the Preferred Shares are unsecured equity interests in the Issuer and are not obligations of the Trustee, the Administrator, the Collateral Manager, the Placement Agent, or any of their respective affiliates or any directors or officers thereof or any other person or entity (other than the Co-Issuers) or the directors of the Co-Issuers. Capitalization The initial capitalization, including indebtedness, of the Issuer as of the Closing Date, after giving effect to the issuance of the Offered Securities and the shares of the Issuer, is expected to be as follows: Class A-1 Notes $ 300,000,000 Class A-2 Notes $ 14,000,000 Class B Notes $ 20,000,000 Class C Notes $ 21,200,000 Total Debt $ 355,200,000 Preferred Shares $ 44,800,000 Ordinary Shares (a) $ 250 Total Equity $ 44,800,250 Total Capitalization $ 400,000,250 (a) The proceeds of the issuance of the ordinary shares are not included in the Collateral. As of the Closing Date and after giving effect to the issuance of the Issuer's Ordinary Shares and Preferred Shares, the authorized share capital of the Issuer will be 250 Ordinary Shares with a par value of U.S.$1.00 per share and 44,800 Preferred Shares with a par value of U.S.$0.01 per share, all of which have been issued and are outstanding. On or before the Closing Date, the Co-Issuer will have issued limited liability company membership interests in the amount of U.S.$250 (the "Co-Issuer Equity"), which will not be pledged to secure the Notes, and the Co-Issuer will have no other assets other than the Co-Issuer Equity and will have no debt other than as the co-issuer of the Notes. The Co-Issuer will not receive any funds from the Issuer. The Co-Issuer will not co-issue the Preferred Shares. Because the Co-Issuer has no material assets, and is not permitted to acquire any additional assets, the holders of the Notes will not be able to enforce the obligations under the Notes against any assets of the Co-Issuer. The holders of the Notes must rely on the Collateral held by the Issuer and pledged to the Trustee for payment of such Notes in accordance with the Priority of Payments. The Co-Issuer will not have any claim against the Issuer in respect of any of the Collateral. Other than financing and other arrangements entered into in connection with the acquisition of legal title to certain Collateral Debt Obligations in anticipation of the closing of the transactions contemplated herein on the Closing Date and the financing and collateral arrangements contemplated herein, neither the Issuer nor the Co-Issuer has, as of the date of this Offering Memorandum, any outstanding loans, borrowings or other indebtedness in the nature of borrowings or mortgages or other charges. Business The Co-Issuers have been formed as special-purpose vehicles for the issuance of the Notes and the Preferred shares, as applicable, and related activities. The Co-Issuers will agree in the Indenture not to undertake any business other than the issuance of the Notes and, in the case of the Issuer, the Preferred Shares, the ownership of the 48
Page 1 and 2:
Offering Subject Memorandum to Comp
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subsequent transferee will be requi
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ACCORDANCE WITH PART 6D.2 OF THE CO
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NOTICE TO RESIDENTS IN THE PROVINCE
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MUTUAL FUNDS, PORTFOLIO INVESTMENT
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THE OFFERED SECURITIES HAVE NOT BEE
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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: As part of their regular business,
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
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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
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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
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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,
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EXHIBIT A Aggregate Industry Unit S
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Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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