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

in accordance with the Indenture. The initial paying agent in Ireland in respect of the Notes will be Maples Finance
Dublin (in such capacity, the "Irish Paying Agent").
Payments to each holder of the Notes of each Class will be made ratably among the holders of the Notes of such
Class in proportion to the Aggregate Outstanding Amount of the Notes of such Class held by each such holder.
Payments to each holder of the Preferred Shares will be made ratably among the holders of the Preferred Shares in
proportion to the number of Preferred Shares held by each such holder.
No Gross-Up
All payments made by the Issuer in respect of the Notes will be made without any deduction or withholding for
or on account of any tax unless such deduction or withholding is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, then in effect. If the Issuer is so required to deduct or
withhold, then the amount so deducted or withheld will be deemed to have been paid to the holders or beneficial
owners of the Notes in respect of which such deduction or withholding was made and the Issuer will not be
obligated to pay any additional amounts to the holders or beneficial owners of the Notes as a result of any
withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental
charges.
Form, Denomination, Registration and Transfer of the Offered Securities
The Notes will be sold only to (i) non-U.S. persons in offshore transactions in reliance on Regulation S under
the Securities Act and (ii) persons that are Qualified Purchasers and Qualified Institutional Buyers. Each Note sold
to a person that, at the time of the acquisition, purported acquisition or proposed acquisition of any such Note is both
a Qualified Institutional Buyer and a Qualified Purchaser will be issued in the form of one or more permanent global
notes in definitive, fully registered form without interest coupons (the "Rule 144A Global Notes"). The Notes sold
to non-U.S. persons in offshore transactions in reliance on Regulation S will be issued in the form of one or more
permanent global notes in definitive, fully registered form without interest coupons (the "Regulation S Global
Notes"). The Rule 144A Global Notes and the Regulation S Global Notes are referred to herein collectively as the
"Global Notes."
The Preferred Shares are being initially offered, and may subsequently be transferred, only (a) to persons in the
United States that are either (A) Qualified Purchasers or (B) Knowledgeable Employees with respect to the Issuer or
companies owned exclusively by Knowledgeable Employees and/or Qualified Purchasers that in the case of (A) and
(B) are either (1) Qualified Institutional Buyers or (2) Accredited Investors and (b) to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the Securities Act. Each initial investor and each subsequent
transferee of a Preferred Share (or any interest therein) will be required to provide a purchaser representation letter
in which it will be required to certify, among other matters, as to its status under the Securities Act, the Investment
Company Act and ERISA.
The Preferred Shares will be issued in the form of definitive physical certificates in fully registered form
without coupons, registered in the name of the legal and beneficial owner thereof (or a nominee acting on behalf of
such legal and beneficial owner). Beneficial interests in Preferred Shares are subject to certain restrictions on
transfer and all of the Preferred Shares will bear a restrictive legend. See "Transfer Restrictions."
As used above, "U.S. person" and "offshore transaction" shall have the meanings assigned to such terms in
Regulation S under the Securities Act.
The Global Notes will be deposited with the Trustee as custodian for, and registered in the name of, a nominee
of DTC and, in the case of the Regulation S Global Notes, for the respective accounts of Euroclear Clearance
System plc. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream").
A beneficial interest in a Regulation S Global Note may be transferred to a person who takes delivery in the
form of an interest in the corresponding Rule 144A Global Note only upon receipt by the Trustee of (i) a written
certification from the transferor in the form required by the Indenture to the effect that such transfer is being made to
a person whom the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A under the Securities Act and in accordance with any applicable securities laws of any
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