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

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RATINGS OF THE NOTES It is a condition to the issuance of the Notes that the Class A-1 Notes be rated "Aaa" by Moody's Investors Service, Inc. ("Moody's") and "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), that the Class A-2 Notes be rated at least "Aa2" by Moody's and at least "AA" by Standard & Poor's, that the Class B Notes be rated at least "A2" by Moody's and at least "A" by Standard & Poor's and that the Class C Notes be rated at least "Baa2" by Moody's and at least "BBB" by Standard & Poor's. The ratings assigned to each Class of Notes by Moody's address the ultimate payment of interest on and principal of each such Class of Notes. The ratings assigned to the Class A-1 Notes and Class A-2 Notes by Standard & Poor's address the timely payment of interest on and the ultimate receipt of principal of such Notes. The ratings assigned to the Class B Notes and Class C Notes by Standard & Poor's address the ultimate payment of interest on and principal of such Class of Notes. Security ratings are not a recommendation to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor or the tax-exempt nature or taxability of payments made in respect of any security. Ratings may be changed, withdrawn, suspended or placed on rating alert due to changes in, additions to or the inadequacy of information. No rating of the Preferred Shares will be sought or obtained in connection with the issuance thereof. General SECURITY FOR THE NOTES The Collateral will secure the Notes and the other Secured Obligations and will include the Collateral Debt Obligations and the other property pledged as Collateral under the Indenture. Collateral The "Collateral" securing the Secured Obligations will include (without limitation) all of the right, title and interest of the Issuer in, to and under: (1) the Collateral Debt Obligations that the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) on the Closing Date, all payments thereon or with respect thereto, all Collateral Debt Obligations, Equity Securities and Equity Workout Securities that are delivered to the Trustee (directly or through an intermediary or bailee) after the Closing Date pursuant to the terms of the Indenture and all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to Collateral Debt Obligations, Equity Securities and Equity Workout Securities; (2) the Transaction Accounts (other than the Swap Collateral Accounts) and all Eligible <strong>Investment</strong>s purchased with funds on deposit in the Transaction Accounts (except for amounts standing to the credit of the Swap Collateral Accounts) and other property deposited in or credited to the Transaction Accounts (other than the Swap Collateral Accounts) and all income from the investment of funds therein; (3) the Program Documents to which the Issuer is a party; (4) all funds delivered to the Trustee (directly or through an intermediary or bailee); (5) the Hedge Collateral; (6) the Swap Collateral Accounts and the Swap Collateral, whether now owned or hereafter acquired or arising; provided that the Swap Collateral Accounts and the Swap Collateral will be held in trust by the Trustee or the related Swap Counterparty as collateral agent for the relevant Swap Counterparties, first, to secure the 65
payment of all amounts due from the Issuer to such Swap Counterparties under all Swap Agreements in effect from time to time and, second, for the benefit of the other Secured Parties; and (7) all subaccounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clauses (other than amounts on deposit in the Initial Capital Amount Account). For the avoidance of doubt, the Collateral will not include the Excepted Property or any proceeds therefrom. Collateral Debt Obligations A "Collateral Debt Obligation" will be any obligation that, at the time the Issuer enters into the commitment to acquire such obligation: (a) is a senior secured or a senior unsecured term or revolving loan (including (i) a letter of credit reimbursement obligation and (ii) if secured, a DIP Loan), including a Participation interest therein, a corporate debt security (including an investment grade debt security, a high-yield debt security and a mezzanine debt security), a Synthetic Security, a Structured Finance Security or a certificate of beneficial interest in an equipment trust that has the general characteristics of a debt obligation and is treated as a debt obligation for United States federal income tax purposes, which (except with respect to a Delayed Draw Term Loan or a Revolving Credit Facility) is fully funded; (b) is not a Defaulted Obligation or a Credit Risk Obligation; (c) (i) has a Moody's Rating and a Standard & Poor's Rating (and such Standard & Poor's Rating does not include the subscript "p," "pi," "q," "r" or "t" without Rating Confirmation from Standard & Poor's) or (ii) is fully and unconditionally guaranteed as to the timely payment of principal and interest by the U.S. government or any agency or instrumentality thereof the obligations of which thereunder are backed by the full faith and credit of the United States of America; (d) has a Moody's Rating not below "Caa1" and a Standard & Poor's Rating not below "CCC+"; (e) has a stated amortization schedule or maturity date or mandatory redemption date; (f) is eligible under the instrument or agreement pursuant to which it was issued or created to be purchased by the Issuer and pledged to the Trustee; (g) is an obligation of a borrower, issuer or obligor principally located in (x) the United States, The Netherlands, the United Kingdom, Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy or Portugal, (y) a country that is referred to in the definition of Permitted Non-U.S. Obligor or (z) any other country that has (i) a Moody's foreign currency rating of at least "Aa2" and (ii) a Standard & Poor's foreign issuer credit rating of at least "AA"; (h) is not subject to an Offer that is not (i) a Permitted Offer or (ii) an exchange offer (including, without limitation, an A/B <strong>Exchange</strong>) in which a security that is not registered under the Securities Act is exchanged for a security that has substantially identical terms (except for transfer restrictions) but is registered under the Securities Act or a security that would otherwise qualify for purchase under the Portfolio Profile Test, the Coverage Tests and the Collateral Quality Tests described herein; (i) if a debt obligation, is Registered; (j) will not cause the Issuer, the Co-Issuer or the pool of Collateral to be required to register as an investment company under the 1940 Act; (k) is not an interest-only security; 66
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
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Shares, the Issuer under the Prefer
Page 17 and 18:
TABLE OF CONTENTS SUMMARY OF TERMS
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CAYMAN ISLANDS TAX CONSIDERATIONS..
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Issuer: ...........................
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Interest Reserve Account (to be app
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Counterparties as it may elect in i
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United States or any state thereof
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(iii) such calculation will not inc
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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: Payment Sequence or (y) if, on 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,
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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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