OFFERING CIRCULAR

OHA Park Avenue CLO I, Ltd. OHA Park Avenue CLO I, Corp. U.S.$50,000,000 Class A-1a Senior Secured Revolving Floating Rate Notes, Due 2022 U.S.$346,560,000 Class A-1b Senior Secured Floating Rate Notes, Due 2022 U.S.$30,940,000 Class A-2 Senior Secured Floating Rate Notes, Due 2022 U.S.$36,560,000 Class B Secured Deferrable Floating Rate Notes, Due 2022 U.S.$25,310,000 Class C Secured Deferrable Floating Rate Notes, Due 2022 U.S.$28,130,000 Class D Secured Deferrable Floating Rate Notes, Due 2022 U.S.$45,000,000 Subordinated Notes, Due 2022 The assets securing the Secured Notes will consist primarily of U.S. Dollar denominated senior secured loans and high-yield debt securities and will be managed by Oak Hill Advisors, L.P. (the "Portfolio Manager"). OHA Park Avenue CLO I, Ltd. (the "Issuer") and OHA Park Avenue CLO I, Corp. (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") will issue the Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes (each as defined herein). The Issuer will also issue the Class D Notes and the Subordinated Notes. The Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes are collectively referred to as the "Secured Notes." The Secured Notes, together with the Subordinated Notes are collectively referred to as the "Notes" and the "Offered Securities." The Secured Notes will be issued and secured pursuant to an Indenture (the "Indenture") among the Co-Issuers and The Bank of New York Trust Company, National Association, as Trustee (the "Trustee"). The Subordinated Notes will be issued under the Indenture, but will be unsecured obligations of the Issuer.

Payments on the Offered Securities will be made quarterly on the 14th day of March, June, September and December (or, if such day is not a Business Day, then on the next succeeding Business Day), commencing in September, 2007, in accordance with the priority of payments described herein.

The Offered Securities will be subject to Optional Redemption, Mandatory Redemption, Clean-Up Call Redemption, Special Redemption and Refinancing as described herein. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesOptional Redemption," "Mandatory Redemption," "Special Redemption," "Clean-Up Call Redemption," "Refinancing" and "Description of the Offered SecuritiesThe Subordinated Notes."

O A K H I L L See "Risk Factors" beginning on page 32 for a description of information that should be considered in connection with an investment in the Offered Securities.

The Secured Notes and the Subordinated Notes will be offered at such prices as may be negotiated at the time of sale.

This Offering Circular constitutes the Prospectus (the "Prospectus") for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). Application has been made to the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under the Prospectus Directive for the Prospectus to be approved. Any foreign language text that is included within this document is for convenience purposes only and does not form part of the Prospectus. Application has been made to the Irish Stock Exchange for the Offered Securities to be admitted to the Official List and to trading on its regulated market. No assurances can be given that, following the Closing Date, the listing of the Offered Securities on the Irish Stock Exchange will be obtained or, if obtained, maintained for the entire period that the Offered Securities are outstanding.

It is a condition of the issuance of the Notes that (i) the Class A-1a Notes and the Class A-1b Notes be rated at least "Aaa" by Moody's Investors Service, Inc. ("Moody's") and at least "AAA" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Moody's, the "Rating Agencies"), (ii) the Class A-2 Notes be rated at least "Aa2" by Moody's and at least "AA" by S&P, (iii) the Class B Notes be rated at least "A2" by Moody's and at least "A" by S&P, (iv) the Class C Notes be rated at least "Baa2" by Moody's and at least "BBB" by S&P, and (v) the Class D Notes be rated at least "Ba2" by Moody's and at least "BB" by S&P, in each case as more fully described under "Ratings of the Secured Notes." The Subordinated Notes will not be rated. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning Rating Agency.

The Offered Securities are being offered by the Co-Issuers (or, in the case of the Class D Notes and the Subordinated Notes, the Issuer) through Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch as initial purchasers (the "Initial Purchasers") subject to prior sale, when, as and if delivered to and accepted by the Initial Purchasers, and to certain other conditions. It is expected that delivery of the Offered Securities will be made on or about March 20, 2007 (the "Closing Date").

Deutsche Bank Securities Deutsche Bank The date of this Offering Circular is November 27, 2007

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The Class A-1a Senior Secured Revolving Floating Rate Notes are referred to herein as the "Class A-1a Notes." The Class A-1b Senior Secured Floating Rate Notes are referred to herein as the "Class A-1b Notes." The Class A-2 Senior Secured Floating Rate Notes are referred to herein as the "Class A-2 Notes." The Class B Secured Deferrable Floating Rate Notes are referred to herein as the "Class B Notes." The Class C Secured Deferrable Floating Rate Notes are referred to herein as the "Class C Notes." The Class D Secured Deferrable Floating Rate Notes are referred to herein as the "Class D Notes." The Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes are together referred to herein as the "Secured Notes."

Payment of principal and interest on the Class A-1a Notes will generally be senior to payment of principal and interest on the Class A-1b Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes and payments in respect of the Subordinated Notes; payment of principal and interest on the Class A-1b Notes will generally be senior to payment of principal and interest on the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes and payments in respect of the Subordinated Notes; payment of principal and interest on the Class A-2 Notes will generally be senior to payment of principal and interest on the Class B Notes, the Class C Notes and the Class D Notes and payments in respect of the Subordinated Notes; payment of principal and interest on the Class B Notes will generally be senior to payment of principal and interest on the Class C Notes and the Class D Notes and payments in respect of the Subordinated Notes; payment of principal and interest on the Class C Notes will generally be senior to payments in respect of the Class D Notes and the Subordinated Notes; payment of principal and interest on the Class D Notes will be senior to payments in respect of the Subordinated Notes, in each case as described herein. Notwithstanding the foregoing sentence, for so long as certain tests with respect to the Issuers collateral portfolio are met, distributions of Principal Proceeds will be made on the Secured Notes on a pro rata basis. See Summary of TermsPriority of Payments Application of Principal Proceeds" and "Pro Rata Payment Sequence". The Subordinated Notes will not bear a stated rate of interest but will be entitled to receive pro rata distributions as described under "Summary of TermsPriority of Payments" herein. The Secured Notes and the Subordinated Notes will mature on the respective Payment Dates set forth in the "Summary of Terms."

Payment of interest on the Class A-1a Notes, the Class A-1b Notes and the Class A-2 Notes is due and payable on each Payment Date. Payment of interest on the Class B Notes, the Class C Notes and the Class D Notes shall be payable on each Payment Date only to the extent proceeds are available pursuant to the application of the priority of payments described in "Summary of TermsPriority of Payments" (the "Priority of Payments") To the extent proceeds are not available to pay all or a portion of the interest accrued on the Class B Notes, the Class C Notes or the Class D Notes, such interest shall be deferred until either proceeds are available pursuant to the Priority of Payments or the Stated Maturity of such Notes.

The Class A-1a Notes, the Class A-1b Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes will be limited recourse obligations of the Co-Issuers, payable solely from certain assets pledged under the Indenture. The Class D Notes and the Subordinated Notes will be limited recourse obligations of the Issuer, payable solely from certain assets pledged under the Indenture. The Subordinated Notes will not be secured obligations of the Issuer. The Offered Securities do not constitute obligations of, and are not insured or guaranteed by, the Portfolio Manager, the Trustee, the Administrator, the Initial Purchasers or any of their respective affiliates.

THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND NEITHER OF THE CO-ISSUERS WILL BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ACCORDINGLY, THE OFFERED SECURITIES ARE BEING OFFERED HEREBY ONLY TO (A)(I) "QUALIFIED PURCHASERS" (AS DEFINED FOR PURPOSES OF SECTION 3(c)(7) OF THE

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INVESTMENT COMPANY ACT) AND (II) (IN THE CASE OF THE SUBORDINATED NOTES ONLY) "KNOWLEDGEABLE EMPLOYEES" (AS DEFINED IN RULE 3c-5 UNDER THE INVESTMENT COMPANY ACT) WITH RESPECT TO THE ISSUER OR CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES OR OTHER ENTITIES (OTHER THAN TRUSTS) EACH SHAREHOLDER, PARTNER, MEMBER OR OTHER EQUITY INVESTOR OF WHICH IS EITHER A KNOWLEDGEABLE EMPLOYEE WITH RESPECT TO THE ISSUER OR A QUALIFIED PURCHASER THAT IN THE CASE OF (I) AND (II) ARE EITHER (1) (IN THE CASE OF THE SUBORDINATED NOTES ONLY) ACCREDITED INVESTORS (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT) WHO, IF NOT A "KNOWLEDGEABLE EMPLOYEE", HAS A MINIMUM OF $10,000,000 IN INVESTABLE ASSETS OR (2) "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (B) CERTAIN NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. IN EACH CASE, PURCHASERS AND SUBSEQUENT TRANSFEREES OF OFFERED SECURITIES (OTHER THAN CERTAIN TRANSFEREES OF INTERESTS IN NOTES IN GLOBAL FORM AS FURTHER DESCRIBED HEREIN) WILL BE REQUIRED TO EXECUTE AND DELIVER A LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS. FOR CERTAIN RESTRICTIONS ON RESALES, SEE "TRANSFER RESTRICTIONS" BELOW.

This Offering Circular (this "Offering Circular") is being furnished by the Co-Issuers in connection with an offering exempt from registration under the Securities Act, solely for the purpose of enabling a prospective investor to consider the purchase of the Offered Securities described herein. Except as otherwise authorized under the following paragraph and "Income Tax ConsiderationsTax Return Disclosure and Investor List Requirements", any reproduction or distribution of this Offering Circular (and each supplement hereto), in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Offered Securities is prohibited. Each offeree of the Offered Securities, by accepting delivery of this Offering Circular, agrees to the foregoing.

EACH PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF SUCH PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATIONS OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. IN ORDER TO ENSURE COMPLIANCE WITH THE SECURITIES LAWS, ANY SUCH DISCLOSURE OF THE TAX TREATMENT, TAX STRUCTURE AND OTHER TAX-RELATED MATERIALS SHALL NOT BE MADE FOR THE PURPOSE OF OFFERING TO SELL THE OFFERED SECURITIES OR SOLICITING AN OFFER TO PURCHASE ANY SUCH OFFERED SECURITIES. FOR PURPOSES OF THIS PARAGRAPH, THE TERMS "TAX TREATMENT" AND "TAX STRUCTURE" HAVE THE MEANING GIVEN TO SUCH TERMS UNDER UNITED STATES TREASURY REGULATION SECTION 1.6011-4(C) AND APPLICABLE UNITED STATES STATE AND LOCAL LAW. IN GENERAL, THE TAX TREATMENT OF A TRANSACTION IS THE PURPORTED OR CLAIMED U.S. TAX TREATMENT OF THE TRANSACTION UNDER APPLICABLE UNITED STATES FEDERAL, STATE OR LOCAL LAW, AND THE TAX STRUCTURE OF A TRANSACTION IS ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. TAX TREATMENT OF THE TRANSACTION UNDER APPLICABLE UNITED STATES FEDERAL, STATE OR LOCAL LAW.

FOR NEW HAMPSHIRE RESIDENTS ONLY

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 ("RSA 421-B") 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 OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT

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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.

IMPORTANT NOTICE REGARDING THE OFFERED SECURITIES

THE OFFERED SECURITIES REFERRED TO IN THIS OFFERING CIRCULAR ARE SUBJECT TO MODIFICATION OR REVISION AND ARE OFFERED ON A "WHEN, AS AND IF ISSUED" BASIS. AN INVESTOR UNDERSTANDS THAT, WHEN SUCH INVESTOR IS CONSIDERING THE PURCHASE OF THE OFFERED SECURITIES, A BINDING CONTRACT OF SALE WILL NOT EXIST PRIOR TO THE TIME THAT THE RELEVANT CLASS HAS BEEN PRICED AND THE APPLICABLE INITIAL PURCHASER HAS CONFIRMED THE ALLOCATION OF SUCH OFFERED SECURITIES TO BE MADE TO SUCH INVESTOR; PRIOR TO THAT TIME ANY "INDICATIONS OF INTEREST" EXPRESSED BY SUCH INVESTOR, AND ANY "SOFT CIRCLES" GENERATED BY THE INITIAL PURCHASERS WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH INVESTOR OR THE INITIAL PURCHASERS AND MAY BE WITHDRAWN AT ANY TIME.

AN INVESTOR MAY COMMIT TO PURCHASE ONE OR MORE CLASSES OF OFFERED SECURITIES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND SUCH INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE OFFERED SECURITIES MAY NOT BE ISSUED WITH THE CHARACTERISTICS DESCRIBED IN THIS OFFERING CIRCULAR. THE INITIAL PURCHASERS' OBLIGATION TO SELL OR PLACE SUCH OFFERED SECURITIES TO SUCH INVESTOR IS CONDITIONED ON THE OFFERED SECURITIES HAVING THE CHARACTERISTICS DESCRIBED IN THIS OFFERING CIRCULAR. IF THE INITIAL PURCHASERS DETERMINE THAT CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, AN INVESTOR WILL BE NOTIFIED, AND NONE OF THE ISSUER, THE CO-ISSUER AND THE INITIAL PURCHASERS WILL HAVE ANY OBLIGATION TO AN INVESTOR TO DELIVER ANY PORTION OF THE OFFERED SECURITIES WHICH SUCH INVESTOR COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY AMONG THE ISSUER, THE CO-ISSUER, THE INITIAL PURCHASERS, THEIR AFFILIATES, AND SUCH INVESTOR AS A CONSEQUENCE OF THE NON-DELIVERY.

THE INFORMATION CONTAINED HEREIN SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO AN INVESTOR AND MAY BE SUPERSEDED BY INFORMATION DELIVERED TO AN INVESTOR PRIOR TO THE TIME OF CONTRACT OF SALE.

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TABLE OF CONTENTS

Page

SUMMARY OF TERMS ................................................................................................................ 1

RISK FACTORS ......................................................................................................................... 31

DESCRIPTION OF THE OFFERED SECURITIES .................................................................... 49 The Indenture and the Secured Notes.............................................................................. 49 Status and Security...................................................................................................... 49 Interest......................................................................................................................... 49 Principal ....................................................................................................................... 52 Optional Redemption ................................................................................................... 52 Mandatory Redemption ............................................................................................... 53 Special Redemption..................................................................................................... 54 Refinancing.................................................................................................................. 54 Clean-Up Call Redemption .......................................................................................... 55 Prepayments of Class A-1a Notes............................................................................... 56 Cancellation................................................................................................................. 57 Class A-1a Notes Borrowings...................................................................................... 57 Reduction of Commitments ......................................................................................... 58 Entitlement to Payments.............................................................................................. 58 Priority of Payments..................................................................................................... 59 The Indenture .............................................................................................................. 59 Form, Denomination and Registration of the Notes.......................................................... 66 The Subordinated Notes................................................................................................... 69

RATINGS OF THE SECURED NOTES...................................................................................... 71

SECURITY FOR THE SECURED NOTES ................................................................................. 72 Collateral Obligations........................................................................................................ 72 The Portfolio Profile Tests ................................................................................................ 73 The Collateral Quality Test ............................................................................................... 73 Collateral Assumptions..................................................................................................... 86 The Coverage Tests ......................................................................................................... 88 Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria ............................................................................................................................ 89 The Collection and Payment Accounts............................................................................. 92 The Ramp-Up Account ..................................................................................................... 94 The Custodial Account...................................................................................................... 94 The Revolver Funding Account ........................................................................................ 95 The Subordinated Note Collateral Revolver Funding Account ......................................... 96 The Discounted Payment Account ................................................................................... 96 The Synthetic Security Counterparty Accounts ................................................................ 97 The Synthetic Security Issuer Accounts ........................................................................... 98 The Interest Rate Hedge Accounts................................................................................... 99 The Expense Reserve Account ........................................................................................ 99

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The Securities Lending Account ..................................................................................... 100 The Currency Account .................................................................................................... 100 Hedge Agreements......................................................................................................... 102 Margin Loans.................................................................................................................. 106 Securities Lending .......................................................................................................... 107

USE OF PROCEEDS ............................................................................................................... 110 General ........................................................................................................................... 110 Ramp-Up Period............................................................................................................. 110

THE PORTFOLIO MANAGER.................................................................................................. 112 General ........................................................................................................................... 112 Biographies of Certain Key Individuals ........................................................................... 113

THE PORTFOLIO MANAGEMENT AGREEMENT................................................................... 117

THE CO-ISSUERS ................................................................................................................... 123 General ........................................................................................................................... 123 Capitalization of the Issuer ............................................................................................. 124 Business of the Co-Issuers............................................................................................. 124

INCOME TAX CONSIDERATIONS .......................................................................................... 126 General ........................................................................................................................... 126 United States Federal Income Taxation ......................................................................... 127 Tax Treatment of the Issuer....................................................................................... 127 Tax Treatment of U.S. Holders of the Secured Notes ............................................... 129 Tax Treatment of U.S. Holders of Subordinated Notes ............................................. 132 Tax Treatment of Tax-Exempt U.S. Holders.............................................................. 136 Transfer Reporting Requirements ............................................................................. 137 Tax Return Disclosure and Investor List Requirements ............................................ 137 Tax Treatment of Non-U.S. Holders of Offered Securities ........................................ 138 Information Reporting and Backup Withholding ........................................................ 138 Cayman Islands Taxation ............................................................................................... 139

ERISA CONSIDERATIONS...................................................................................................... 141 The Secured Notes other than the Class D Notes.......................................................... 142 The Subordinated Notes and the Class D Notes............................................................ 143

LEGAL INVESTMENT CONSIDERATIONS............................................................................. 145

PLAN OF DISTRIBUTION ........................................................................................................ 146

TRANSFER RESTRICTIONS................................................................................................... 147 Global Notes...................................................................................................................147 Subordinated Notes........................................................................................................ 149 Class A-1a Notes............................................................................................................ 149 Additional Restrictions .................................................................................................... 149

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Legends.......................................................................................................................... 150 Non-Permitted Holder/Non-Permitted ERISA Holder ..................................................... 159 Cayman Islands Placement Provisions .......................................................................... 160

LISTING AND GENERAL INFORMATION ............................................................................... 161

LEGAL MATTERS .................................................................................................................... 163

GLOSSARY OF DEFINED TERMS.......................................................................................... 164 INDEX OF DEFINED TERMS.....................................................................................................I-1 ANNEX A-1 Form of Purchaser Representation Letter for Certificated Subordinated Notes .................................................................................................................. A-1 ANNEX A-2 Form of Purchaser Representation Letter for Rule 144A Global Subordinated Notes .................................................................................................................. A-2 ANNEX B Part II of Oak Hill Advisors, L.P.'s Form ADV ................................................... B-1

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NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CO-ISSUERS, THE INITIAL PURCHASERS OR THE PORTFOLIO MANAGER. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE OFFERED SECURITIES OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY HEREOF NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT NO CHANGE IN THE AFFAIRS OF THE CO-ISSUERS OR THE PORTFOLIO MANAGER HAS OCCURRED OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THE CO-ISSUERS AND THE INITIAL PURCHASERS, AS THE CASE MAY BE, RESERVE THE RIGHT TO REJECT ANY OFFER TO PURCHASE IN WHOLE OR IN PART, FOR ANY REASON, OR TO SELL LESS THAN THE STATED AMOUNT OF OFFERED SECURITIES OFFERED HEREBY.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE INITIAL PURCHASERS AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. EXCEPT FOR THE INFORMATION FURNISHED BY AND CONCERNING THE PORTFOLIO MANAGER WHICH APPEARS HEREIN UNDER "RISK FACTORSRELATING TO THE PORTFOLIO MANAGER; PERFORMANCE HISTORY OF THE PRINCIPALS AND AFFILIATES OF THE PORTFOLIO MANAGER MAY NOT BE INDICATIVE OF FUTURE RESULTS", "RISK FACTORSRELATING TO CERTAIN CONFLICTS OF INTERESTTHE ISSUER WILL BE SUBJECT TO VARIOUS CONFLICTS OF INTEREST INVOLVING THE PORTFOLIO MANAGER" AND "THE PORTFOLIO MANAGER", NEITHER OAK HILL ADVISORS, L.P. NOR ANY OF ITS AFFILIATES HAS INDEPENDENTLY VERIFIED, MAKES ANY REPRESENTATION OR WARRANTY AS TO, OR ASSUMES ANY RESPONSIBILITY FOR, THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN. NOTHING CONTAINED HEREIN IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION AS TO THE PAST OR THE FUTURE BY THE INITIAL PURCHASERS OR THE PORTFOLIO MANAGER. EACH OFFEREE OF THE OFFERED SECURITIES, BY ACCEPTING DELIVERY OF THIS OFFERING CIRCULAR, AGREES TO THE FOREGOING.

IN THIS OFFERING CIRCULAR, REFERENCES TO "U.S. DOLLARS", "DOLLARS," "$" AND "USD" ARE TO THE LEGAL CURRENCY OF THE UNITED STATES OF AMERICA.

NO INVITATION WHETHER DIRECTLY OR INDIRECTLY MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE OFFERED SECURITIES.

THE OFFERING CONTEMPLATED IN THIS OFFERING CIRCULAR IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED AS, A PUBLIC OFFERING OF THE OFFERED SECURITIES.

THIS OFFERING CIRCULAR HAS BEEN PREPARED BY THE CO-ISSUERS FOR USE IN CONNECTION WITH THE OFFERING AND LISTING OF THE OFFERED SECURITIES. THE CO-ISSUERS ACCEPT RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR (OTHER THAN THE INFORMATION FURNISHED BY AND CONCERNING THE PORTFOLIO MANAGER WHICH APPEARS HEREIN UNDER "RISK FACTORSRELATING TO THE PORTFOLIO MANAGERPERFORMANCE HISTORY OF THE PRINCIPALS AND AFFILIATES OF THE PORTFOLIO MANAGER MAY NOT BE INDICATIVE OF FUTURE RESULTS", "RISK FACTORSRELATING TO CERTAIN CONFLICTS OF INTERESTTHE ISSUER WILL BE SUBJECT TO VARIOUS CONFLICTS OF INTEREST INVOLVING THE PORTFOLIO MANAGER" AND "THE PORTFOLIO MANAGER" TOGETHER THE "PORTFOLIO MANAGER INFORMATION"). TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE CO-ISSUERS THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR EXCEPT FOR THE PORTFOLIO MANAGER INFORMATION IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. THE PORTFOLIO MANAGER ACCEPTS RESPONSIBILITY FOR THE PORTFOLIO MANAGER INFORMATION. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE PORTFOLIO MANAGER THE INFORMATION CONTAINED IN THE PORTFOLIO MANAGER

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INFORMATION IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.

THE TRUSTEE AND THE ADMINISTRATOR HAVE NOT PARTICIPATED IN THE PREPARATION OF THIS OFFERING CIRCULAR AND ASSUME NO RESPONSIBILITY FOR ITS CONTENT.

PROSPECTIVE INVESTORS SHOULD READ THIS OFFERING CIRCULAR CAREFULLY BEFORE DECIDING WHETHER TO INVEST IN THE OFFERED SECURITIES AND SHOULD PAY PARTICULAR ATTENTION TO THE INFORMATION SET FORTH UNDER THE HEADING "RISK FACTORS." INVESTMENT IN THE OFFERED SECURITIES IS SPECULATIVE AND INVOLVES SIGNIFICANT RISK. INVESTORS SHOULD UNDERSTAND SUCH RISKS AND HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THEM FOR AN EXTENDED PERIOD OF TIME.

THIS OFFERING CIRCULAR IS NOT INTENDED TO BE RELIED UPON ALONE AS THE BASIS OF AN INVESTMENT DECISION. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSONS OR ENTITIES CREATING THE OFFERED SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR ANY OTHER FOREIGN OR U.S. REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR AS LEGAL, INVESTMENT, TAX OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR MUST RELY UPON HIS OR HER OWN REPRESENTATIVES AND PROFESSIONAL ADVISERS, INCLUDING HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANTS, AS TO LEGAL, ECONOMIC, TAX AND RELATED ASPECTS OF THE INVESTMENT DESCRIBED HEREIN AND AS TO ITS SUITABILITY FOR SUCH INVESTOR. INVESTMENT IN THE OFFERED SECURITIES MAY NOT BE SUITABLE FOR ALL RECIPIENTS OF THIS OFFERING CIRCULAR.

THE VALUE OF AN INVESTMENT IN THE OFFERED SECURITIES MAY FLUCTUATE. NO ASSURANCE CAN BE GIVEN THAT THE ISSUERS INVESTMENT OBJECTIVES WILL BE ACHIEVED OR THAT INVESTORS WILL RECEIVE A RETURN OF ALL OR ANY PART OF THEIR CAPITAL.

THE OFFERED SECURITIES WILL BE DENOMINATED IN U.S. DOLLARS AND SO WILL BE SUBJECT TO ANY FLUCTUATION IN THE RATE OF EXCHANGE BETWEEN SUCH CURRENCY AND THE CURRENCY OF AN INVESTORS JURISDICTION. SUCH FLUCTUATIONS MAY HAVE AN ADVERSE EFFECT ON THE VALUE, PRICE OR INCOME OF AN INVESTMENT IN THE OFFERED SECURITIES.

NEITHER THE INITIAL PURCHASERS, THE PORTFOLIO MANAGER NOR THE CO-ISSUERS MAKE ANY REPRESENTATIONS TO ANY OFFEREE OR PURCHASER OF OFFERED SECURITIES CONCERNING THE LEGALITY OF THE INVESTMENT THEREIN BY SUCH OFFEREE OR PURCHASER UNDER APPLICABLE LAW OR REGULATIONS.

INVESTORS WHOSE INVESTMENT AUTHORITY IS SUBJECT TO LEGAL RESTRICTIONS SHOULD CONSULT THEIR OWN LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT THE OFFERED SECURITIES CONSTITUTE LEGAL INVESTMENTS FOR THEM.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE INITIAL PURCHASERS HAVE REPRESENTED AND AGREED THAT:

(A) THEY HAVE ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) RECEIVED BY THEM IN CONNECTION WITH THE ISSUE OR SALE OF ANY OFFERED SECURITIES IN CIRCUMSTANCES IN

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WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUER OR THE CO-ISSUER; AND

(B) THEY HAVE COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY THEM IN RELATION TO ANY OFFERED SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

NOTICE TO RESIDENTS OF THE NETHERLANDS

THE OFFERED SECURITIES MAY BE OFFERED, SOLD, TRANSFERRED OR DELIVERED IN OR FROM THE NETHERLANDS AS PART OF THEIR INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY, EXCLUSIVELY TO INDIVIDUALS OR ENTITIES, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS WITHIN THE MEANING OF ARTICLE 1 OF THE REGULATION OF 9 OCTOBER 1990 ISSUED PURSUANT TO ARTICLE 14 OF THE ACT ON THE SUPERVISION OF INVESTMENT INSTITUTIONS (WET TOEZICHT BELEGGINGSIN-STELLINGEN), WHICH INCLUDES BANKS, PENSION FUNDS, INSURANCE COMPANIES, SECURITIES FIRMS, INVESTMENT INSTITUTIONS, CENTRAL GOVERNMENTS, LARGE INTERNATIONAL AND SUPRANATIONAL INSTITUTIONS AND OTHER COMPARABLE ENTITIES, INCLUDING TREASURIES AND FINANCE COMPANIES OF LARGE ENTERPRISES, WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A PROFESSION OR A BUSINESS.

NOTICE REGARDING THE OFFERING IN GERMANY

THE OFFERED SECURITIES WILL BE OFFERED OR SOLD OR PUBLICLY PROMOTED OR ADVERTISED IN GERMANY IN COMPLIANCE WITH THE PROVISIONS OF THE GERMAN SECURITIES PROSPECTUS ACT (WERTPAPIERPROSPEKTGESETZ) OR OF ANY OTHER LAWS APPLICABLE IN GERMANY GOVERNING THE ISSUE, OFFERING AND SALE OF OFFERED SECURITIES. AS LONG AS THE OFFERED SECURITIES HAVE A MINIMUM DENOMINATION OF AT LEAST THE EQUIVALENT OF EURO 50,000 THEY MAY BE OFFERED IN GERMANY. UPON REQUEST OF A GERMAN INVESTOR AND AS LONG AS NOT UNDULY EXPENSIVE OR BURDENSOME, THE ISSUER WILL MAKE AVAILABLE TO THE GERMAN INVESTORS AND PUBLISH IN THE ELECTRONIC EDITION OF THE FEDERAL GAZETTE (BUNDESANZEIGER) IN THE GERMAN LANGUAGE THE INFORMATION REQUIRED PURSUANT TO 5(1) SENTENCE 1 IN CONNECTION WITH SENTENCE 2 OF THE GERMAN TAX INVESTMENT ACT (INVESTMENTSTEUERGESETZ). ALL PROSPECTIVE INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. THE INITIAL PURCHASERS AND THEIR AFFILIATES DO NOT GIVE TAX ADVICE.

HINWEIS BEZUEGLICH DES ANGEBOTS IN DEUTSCHLAND

DIE WERTPAPIERE WERDEN IM EINKLANG MIT DEN BESTIMMUNGEN DES WERTPAPIERPROSPEKTGESETZES ODER ALLER WEITEREN IN DEUTSCHLAND GELTENDEN GESETZLICHEN BESTIMMUNGEN BER DIE BEGEBUNG, DAS ANGEBOT UND DEN VERKAUF VON WERTPAPIEREN ANGEBOTEN, VERKAUFT ODER FFENTLICH BEWORBEN. SOWEIT DIE WERTPAPIERE EINE MINDESTSTCKELUNG MIT EINEM GEGENWERT VON EURO 50.000 HABEN, KNNEN SIE IN DEUTSCHLAND ANGEBOTEN WERDEN. AUF ANFRAGE UND SOLANGE NICHT UNVERHLTNISMSSIG TEUER ODER BESCHWERLICH MACHT DER EMITTENT DEN DEUTSCHEN ANLEGERN IN DEUTSCHER SPRACHE DIE ERFORDERLICHEN INFORMATIONEN GEMSS 5 ABS. 1 SATZ 1 IN VERBINDUNG MIT SATZ 2 DES INVESTMENTSTEUERGESETZES IM ELEKTRONISCHEN BUNDESANZEIGER BEKANNT. POTENTIELLEN INVESTOREN WIRD DRINGEND EMPFOHLEN, UNABHNGIGE STEUERLICHE BERATUNG EINZUHOLEN. DIE ERSTKUFER UND DIE MIT IHNEN VERBUNDENEN UNTERNEHMEN GEBEN KEINEN STEUERLICHEN RAT.

xi

NOTICE TO RESIDENTS OF THE REPUBLIC OF IRELAND

THE INITIAL PURCHASERS HAVE REPRESENTED AND AGREED THAT (I) THEY WILL NOT UNDERWRITE OR PLACE OFFERED SECURITIES OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE INVESTMENT INTERMEDIARIES ACT, 1995 OF IRELAND, AS AMENDED, INCLUDING, WITHOUT LIMITATION, SECTIONS 9 AND 23 (INCLUDING ADVERTISING RESTRICTIONS MADE THEREUNDER) THEREOF AND THE CODES OF CONDUCT MADE UNDER SECTION 37 THEREOF OR, IN THE CASE OF A CREDIT INSTITUTION EXERCISING ITS RIGHTS UNDER THE BANKING CONSOLIDATION DIRECTIVE (2000/12/EC OF 20TH MARCH, 2000) IN CONFORMITY WITH THE CODES OF CONDUCT OR PRACTICE MADE UNDER SECTION 117(1) OF THE CENTRAL BANK ACT, 1989, OF IRELAND, AS AMENDED; (II) IN CONNECTION WITH OFFERS OR SALES OF OFFERED SECURITIES, THEY HAVE ONLY ISSUED OR PASSED ON, AND WILL ONLY ISSUE OR PASS ON, IN IRELAND, ANY DOCUMENT RECEIVED BY THEM IN CONNECTION WITH THE ISSUE OF SUCH OFFERED SECURITIES TO PERSONS WHO ARE PERSONS TO WHOM THE DOCUMENTS MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON; AND (III) IN RESPECT OF A LOCAL OFFER (WITHIN THE MEANING OF SECTION 38(1) OF THE INVESTMENT FUNDS, COMPANIES AND MISCELLANEOUS PROVISIONS ACT 2005 OF IRELAND (THE "2005 ACT")) OF NOTES IN IRELAND, IT HAS COMPLIED AND WILL COMPLY WITH SECTION 49 OF THE 2005 ACT.

NOTICE TO RESIDENTS OF AUSTRIA

THIS OFFERING CIRCULAR HAS BEEN CIRCULATED IN AUSTRIA FOR THE SOLE PURPOSE OF PROVIDING INFORMATION ABOUT THE OFFERED SECURITIES TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS IN AUSTRIA. THIS OFFERING CIRCULAR IS MADE AVAILABLE ON THE CONDITION THAT IT IS SOLELY FOR THE USE OF THE RECIPIENT AS A SOPHISTICATED, POTENTIAL AND INDIVIDUALLY SELECTED INVESTOR AND MAY NOT BE PASSED ON TO ANY OTHER PERSON OR REPRODUCED IN WHOLE OR IN PART. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE A PUBLIC OFFER (FFENTLICHES ANGEBOT) IN AUSTRIA AND MUST NOT BE USED IN CONJUNCTION WITH A PUBLIC OFFERING IN AUSTRIA AND, THEREFORE, THE PROVISIONS OF THE INVESTMENT FUND ACT OF 1993 (INFESTMENTFONDSGESETZ 1993) DO NOT APPLY. CONSEQUENTLY, NO PUBLIC OFFERS OR PUBLIC SALES MAY BE MADE IN AUSTRIA IN RESPECT OF THE OFFERED SECURITIES. THE OFFERED SECURITIES ARE NOT REGISTERED IN AUSTRIA AND MAY NOT BENEFIT FROM TAX ADVANTAGES APPLICABLE TO REGISTERED SECURITIES. ALL PROSPECTIVE INVESTORS ARE URGED TO SEEK INDEPENDENT TAX ADVICE. THE INITIAL PURCHASERS AND THEIR RESPECTIVE AFFILIATES DO NOT GIVE TAX ADVICE.

ANMERKUNG FR EINWOHNER VON STERREICH

DIESER PROSPEKT IST IN STERREICH NUR ZU DEM ZWECK HERAUSGEGEBEN, UM EINER BESCHRNKTEN ANZAHL VON PROFESSIONELLEN MARKTTEILNEHMERN IN STERREICH INFORMATIONEN BER DIE ANGEBOTENEN WERTPAPIERE ZU GEBEN. DIESER PROSPEKT WIRD UNTER DER BEDINGUNG ZUR VERFGUNG GESTELLT, DASS DIESER PROSPEKT AUSSCHLIESSLICH VOM EMPFNGER ALS EINEM PROFESSIONELLEN UND INDIVIDUELL AUSGESUCHTEN INVESTOR VERWENDET, NICHT AN IRGENDWELCHE ANDEREN PERSONEN WEITERGELEITET ODER TEILWEISE ODER VLLIG REPRODUZIERT WERDEN DARF. DIESER PROSPEKT STELLT KEIN FFENTLICHES ANGEBOT IN STERREICH DAR, UND ER DARF AUCH NICHT IM ZUSAMMENHANG MIT EINEM FFENTLICHEN ANGEBOT IN STERREICH VERWENDET WERDEN. DIE BESTIMMUNGEN DES INVESTMENTFONDSGESETZES 1993 FINDEN DAHER KEINE ANWENDUNG. FOLGLICH DRFEN IN STERREICH KEINE FFENTLICHEN ANGEBOTE ODER VERKUFE DER ANGEBOTENEN WERTPAPIEREN GEMACHT WERDEN. DIE ANGEBOTENEN WERTPAPIERE SIND NICHT IN STERREICH ZUM FFENTLICHEN ANGEBOT ZUGELASSEN UND ZIEHEN KEINEN NUTZEN AUS VORTEILHAFTEN STEUERREGELN, DIE AUF REGISTRIERTE WERTPAPIERE ANWENDBAR SIND. ALLE POTENTIELLEN INVESTOREN WERDEN DAHER DRINGEND AUFGEFORDERT, UNABHNGIGE STEUERBERATUNG

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EINZUHOLEN. DIE ERSTKUFER UND DIE MIT IHNEN VERBUNDENEN UNTERNEHMEN GEBEN KEINEN STEUERLICHEN RAT.

NOTICE TO RESIDENTS OF AUSTRALIA

ANY OFFER OF SECURITIES, INVITATION TO SUBSCRIBE FOR SECURITIES OR ISSUE OF THE OFFERED SECURITIES IN AUSTRALIA THAT IS REGULATED BY THE CORPORATIONS LAW MUST CONSTITUTE AN EXCLUDED OFFER, EXCLUDED INVITATION, OR EXCLUDED ISSUE WITHIN THE MEANING GIVEN TO THOSE EXPRESSIONS IN THE CORPORATIONS LAW.

NOTICE TO RESIDENTS OF JAPAN

THE OFFERED SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN AND EACH OF THE INITIAL PURCHASERS AND THE CO-ISSUERS HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY OF THE OFFERED SECURITIES, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES AND REGULATIONS OF JAPAN.

NOTICE TO RESIDENTS OF FRANCE

THIS OFFERING CIRCULAR HAS NOT BEEN REGISTERED BY THE FRENCH COMMISSION DES OPRATIONS DE BOURSE AND THE OFFERED SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE. THIS OFFERING CIRCULAR AND ANY OTHER OFFERING MATERIAL MAY NOT BE DISTRIBUTED TO THE PUBLIC IN THE REPUBLIC OF FRANCE. SUCH OFFERS, SALES AND DISTRIBUTIONS MAY ONLY BE MADE IN THE REPUBLIC OF FRANCE TO (I) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIS) AND/OR (II) A RESTRICTED GROUP OF INVESTORS (CERCLE RESTREINT D'INVESTISSEURS), ALL AS DEFINED IN ARTICLE 6 OF ORDONNANCE NO 67-833 DATED 28TH SEPTEMBER, 1967 (AS AMENDED) AND DCRET NO.98-880 DATED 1ST OCTOBER, 1998.

INVESTORS IN FRANCE MAY ONLY PARTICIPATE IN THE ISSUE OF THE OFFERED SECURITIES FOR THEIR OWN ACCOUNT IN ACCORDANCE WITH THE CONDITIONS SET OUT IN DCRET NO.98-880 DATED 1ST OCTOBER, 1998. THE OFFERED SECURITIES MAY ONLY BE ISSUED, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE IN ACCORDANCE WITH ARTICLES 6 AND 7 OF ORDONNANCE NO 67-833 DATED 28TH SEPTEMBER, 1967 (AS AMENDED). WHERE THE ISSUE OF THE OFFERED SECURITIES IS EFFECTED AS AN EXCEPTION TO THE RULES RELATING TO AN APPEL PUBLIC L'PARGNE IN FRANCE (PUBLIC OFFER RULES) BY WAY OF AN OFFER TO A RESTRICTED GROUP OF INVESTORS, SUCH INVESTORS MUST PROVIDE CERTIFICATION AS TO THEIR PERSONAL, PROFESSIONAL OR FAMILY RELATIONSHIP WITH A MEMBER OF THE MANAGEMENT OF THE CO-ISSUERS. PERSONS INTO WHOSE POSSESSION OFFERING MATERIAL COMES MUST INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTIONS.

NOTICE TO RESIDENTS OF DENMARK

THIS OFFERING CIRCULAR HAS NOT BEEN FILED WITH OR APPROVED BY THE DANISH SECURITIES COUNCIL OR ANY OTHER REGULATORY AUTHORITY IN THE KINGDOM OF DENMARK.

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NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS

NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE OFFERED SECURITIES UNLESS AT THE TIME OF INVITATION UNLESS THE ISSUER IS LISTED ON THE CAYMAN ISLANDS STOCK EXCHANGE. THE ISSUER DOES NOT INTEND TO BE SO LISTED.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), EACH OF THE INITIAL PURCHASERS HAS REPRESENTED AND AGREED, AND EACH FUTURE DEALER WILL BE REQUIRED TO REPRESENT AND AGREE, THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE (THE "RELEVANT IMPLEMENTATION DATE") IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF OFFERED SECURITIES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE, PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO THE NOTES WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, OR WHERE APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF OFFERED SECURITIES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE:

(A) TO LEGAL ENTITIES WHICH ARE AUTHORISED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS OR, IF NOT SO AUTHORISED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES;

(B) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF AT LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF MORE THAN 43,000,000 AND (3) AN ANNUAL NET TURNOVER OF MORE THAN 50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR

(C) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE CO-ISSUERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF OFFERED SECURITIES TO THE PUBLIC" IN RELATION TO ANY OFFERED SECURITIES IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE OFFERED SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE OFFERED SECURITIES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.

AVAILABLE INFORMATION

To permit compliance with Rule 144A under the Securities Act in connection with the resale of the Offered Securities, the Co-Issuers will be required to furnish or cause to be furnished, upon request of a holder of any Offered Security, to such holder and a prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the Co-Issuers are not subject to Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

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SUMMARY OF TERMS

The following summary does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this Offering Circular and related documents referred to herein. An index of defined terms appears at the back of this Offering Circular.

Principal Terms of the Offered Securities

Designation1 Class A-1a Notes Class A-1b Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Subordinated Notes

Type Senior Secured

Revolving Floating Rate

Senior Secured Floating Rate

Senior Secured Floating Rate

Secured Deferrable Floating Rate

Secured Deferrable Floating Rate

Secured Deferrable Floating Rate

Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Initial Principal Amount / Face Amount (U.S.$)

$50,000,0002 $346,560,000 $30,940,000 $36,560,000 $25,310,000 $28,130,000 $45,000,000

Expected Moody's Initial Rating "Aaa" "Aaa" "Aa2" "A2" "Baa2" "Ba2" Not Rated

Expected S&P Initial Rating "AAA" "AAA" "AA" "A" "BBB" "BB" Not Rated

Interest Rate LIBOR3 + 0.25% LIBOR3 + 0.23% LIBOR3 + 0.33% LIBOR3 + 0.63% LIBOR3 + 1.32% LIBOR3 + 3.25% None

Stated Maturity March 14, 2022 Payment Date March 14, 2022 Payment Date

March 14, 2022 Payment Date

March 14, 2022 Payment Date

March 14, 2022 Payment Date

March 14, 2022 Payment Date

March 14, 2022 Payment Date

Form Certificated Global Global Global Global Global Global or Certificated

Eligible Purchaser Regulation S or

Rule 144A (QIB/QP)

Regulation S or Rule 144A (QIB/QP)

Regulation S or Rule 144A (QIB/QP)

Regulation S or Rule 144A (QIB/QP)

Regulation S or Rule 144A (QIB/QP)

Regulation S or Rule 144A (QIB/QP)

Regulation S, Rule 144A (QIB/QP) or

Accredited Investor and QP

Minimum Denominations

(U.S.$) (Integral Multiples)

$500,000 ($1,000)

$500,000 ($1,000)

$500,000 ($1,000)

$500,000 ($1,000)

$500,000 ($1,000)

$500,000 ($1,000)

$100,000 ($1,000)(4)

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1 Each Class is referred to in this Offering Circular as the applicable term set forth under the heading "Designation" in the table above. The Class A-1a Notes and the Class A-1b Notes are collectively referred to herein as the "Class A-1 Notes" The Class A-1 Notes and the Class A-2 Notes are referred to herein collectively as the "Class A Notes." The Class A, Class B, Class C and Class D Notes are collectively referred to herein as the "Secured Notes" and are referred to herein collectively with the Subordinated Notes as the "Notes" or the "Offered Securities."

2 The "Initial Principal Amount" of the Class A-1a Notes includes unfunded Commitments. On the Closing Date there will be no Borrowings under the Class A-1a Notes. The Commitments may be reduced from time to time and such reduction may be restored from time to time in accordance with the Indenture.

3 LIBOR, calculated as set forth under "Description of the Offered SecuritiesThe Indenture and the Secured NotesInterest." In the case of a Short Notice Borrowing, the Note Interest Rate for the first Business Day in the first Interest Accrual Period following the related Class A-1a Borrowing Request shall be the Base Rate, calculated as set forth in the Indenture, after which time it shall be equal to LIBOR plus the spread specified in the chart above.

4 Or such lower amount as the Issuer may agree on a case-by-case basis.

3

Issuer: OHA Park Avenue CLO I, Ltd., a Cayman Islands exempted

company.

Co-Issuer: OHA Park Avenue CLO I, Corp., a Delaware corporation.

Portfolio Manager: Oak Hill Advisors, L.P.

Trustee: The Bank of New York Trust Company, National Association.

Initial Purchasers: Deutsche Bank Securities Inc. and Deutsche Bank AG, London Branch.

Eligible Purchasers: The Notes are being offered hereby (i) to non-U.S. persons in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act" ) and (ii) in the United States to persons that are either (A) Qualified Purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act")) ("Qualified Purchasers") or (B) (in the case of the Subordinated Notes only) Knowledgeable Employees (as defined in Rule 3c-5 under the Investment Company Act) ("Knowledgeable Employees") with respect to the Issuer; or corporations, partnerships, limited liability companies or other entities (other than trusts) each shareholder, partner, member or other equity owner of which is either a Knowledgeable Employee or a Qualified Purchaser that in the case of (A) and (B) are either (1) qualified institutional buyers ("Qualified Institutional Buyers") within the meaning of Rule 144A under the Securities Act ("Rule 144A") or (2) Accredited Investors ("Accredited Investors") (in the case of the Subordinated Notes only) meeting the requirements of Rule 501(a) under the Securities Act who, if individual Accredited Investors who are not Knowledgeable Employees, have a minimum of $10,000,000 in investable assets. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesForm, Denomination and Registration of the Notes" and "Transfer Restrictions." Purchasers of Offered Securities should consider the possible application of Regulation U to such purchases. See "Security for the Secured NotesMargin Loans."

Form, Registration and Transfer of the Securities:

Each Note, other than a Class A-1a 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"). Each Note, other than a Class A-1a Note, 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

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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".

All Class A-1a Notes will be issued only in definitive, fully registered form without interest coupons.

Each Subordinated Note sold to a person (other than a non-U.S person in an offshore transaction) who at the time of the acquisition, purported acquisition or proposed acquisition of any such Note is not both a Qualified Institutional Buyer and a Qualified Purchaser but who is both (i) either a Qualified Purchaser or a Knowledgeable Employee and (ii) either a Qualified Institutional Buyer or an Accredited Investor meeting the requirements of Rule 501(a) under the Securities Act who, if an individual Accredited Investor who is not a Knowledgeable Employee, has a minimum of $10,000,000 in investable assets, will be issued only in definitive, fully registered form without interest coupons ("Certificated Subordinated Notes"). Each initial investor and each subsequent transferee of a Certificated Subordinated Note and an initial investor in a Rule 144A Global Subordinated Note will be required to provide a purchaser representation letter (in the form attached as Exhibit A1 and Exhibit A2, respectively) 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.

Transfers and exchanges of Notes are subject to the additional restrictions described herein under "Transfer Restrictions".

Transfers of the Class D Notes and the Subordinated Notes are also subject to certain important ERISA-related restrictions. See "ERISA Considerations" and "Transfer Restrictions.

Payments on the Notes:

Payment Dates ...................................... The 14th day of March, June, September and December of each year (or, if such day is not a Business Day, then the next succeeding Business Day) commencing in September, 2007 (each, a "Payment Date").

Stated Note Interest............................... Interest on the Secured Notes is payable quarterly in arrears on each Payment Date in accordance with the priority of payments described herein (the "Priority of Payments"). See "Priority of Payments" below.

Deferral of Interest ................................. So long as any more senior Class of Secured Notes is outstanding, to the extent interest is not paid on the Class B Notes, Class C Notes or Class D Notes on any Payment Date, such amounts will be deferred and added to the principal balance of the applicable Class of Secured Notes

5

and will bear interest at the Interest Rate applicable to such Secured Notes, and the failure to pay such amounts prior to the maturity of the Notes will not be an Event of Default under the Indenture. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesInterest."

Distributions on Subordinated Notes ..................................................

The Subordinated Notes will not bear a stated rate of interest but will be entitled to receive distributions on each Payment Date if and to the extent funds are available for such purpose. Such payments will be made on the Subordinated Notes only pursuant to the Priority of Payments. See "Priority of Payments" below and "Description of the Offered SecuritiesThe Subordinated NotesDistributions on the Subordinated Notes."

Optional Redemption:

Non-Call Period ..................................... During the period from the Closing Date to but excluding the Payment Date in March 2011 (such period, the "Non-Call Period") the Secured Notes and the Subordinated Notes are not subject to optional redemption. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesOptional Redemption."

Redemption After Non-Call Period ........ Following the Non-Call Period, the Secured Notes may be redeemed, in whole but not in part, on any Payment Date, from Sale Proceeds and other funds in the Payment Account and the Collection Account on such Payment Date, at the direction of the holders of at least 66% of the aggregate outstanding principal amount of the Subordinated Notes (an "Optional Redemption"). In such event, the Portfolio Manager will direct the sale of Assets in order to make payments as described under "Description of the Offered SecuritiesThe Indenture and the Secured NotesOptional Redemption." "Sale Proceeds" are all proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with the restrictions described in "Security for the Secured NotesSales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria," less any reasonable expenses incurred by the Portfolio Manager or the Trustee (other than amounts payable as Administrative Expenses) in connection with such sales.

The Subordinated Notes may be redeemed, in whole but not in part, on any Payment Date on or after the redemption or repayment of the Secured Notes, at the direction of the holders of at least 66% of the aggregate outstanding principal amount of the Subordinated Notes.

There are certain other restrictions on the ability of the Co-Issuers to effect an Optional Redemption. See "Description of the Offered SecuritiesThe Indenture and the Secured

6

NotesOptional Redemption."

Redemption Price .................................. When used with respect to (i) any Class of Secured Notes, an amount equal to 100% of the aggregate outstanding principal amount of the Secured Notes to be redeemed plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Deferred Interest with respect to such Secured Notes and including, in the case of the Class A-1a Notes, any unpaid Commitment Fees) to the applicable Redemption Date and (ii) any Subordinated Note, its proportional share of the amount of proceeds of the Assets (including proceeds created when the lien of the Indenture is released) remaining after giving effect to the redemption of the Secured Notes and payment in full of all expenses of the Co-Issuers (the "Redemption Price").

Refinancing: Subject to the satisfaction of certain conditions described in "Description of the Offered SecuritiesThe Indenture and The Secured NotesRefinancing," any Class or Classes of Secured Notes may be redeemed in whole, but not in part, on any Payment Date after the Non-Call Period from Refinancing Proceeds if the Portfolio Manager, acting on behalf of the Applicable Issuer(s), proposes to redeem such Secured Notes by obtaining a loan or issuing a replacement class of notes, the terms of which loan or issuance will be negotiated by the Portfolio Manager, on behalf of the Applicable Issuer(s), from one or more financial institutions or purchasers (which may include the Portfolio Manager or its affiliates) selected by the Portfolio Manager. There are certain other restrictions on the ability of the Co-Issuers to effect a Refinancing. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesRefinancing."

Clean-Up Call Redemption: The Notes are redeemable at the option of the Applicable Issuer(s) acting at the direction of the Portfolio Manager (a "Clean-Up Call Redemption"), in whole but not in part, on or after the Payment Date on which the aggregate principal balance of the Collateral Obligations and Eligible Investments has been reduced to 15% or less of the Target Initial Par Amount.

Liquidity Advances: Pursuant to a Note Purchase Agreement to be entered into among the Issuer, the Co-Issuer, the Class A-1a Note Agent and the holders of the Class A-1a Notes (the "Note Purchase Agreement"), the holders of the Class A-1a Notes will commit to make advances to the Issuer, subject to compliance with certain borrowing conditions specified therein, in an aggregate outstanding principal amount at any one time up to $50,000,000. The Bank of New York Trust Company, National Association, will serve as "Class A-1a Note Agent" under the Note Purchase Agreement. See "Description of the Offered SecuritiesThe Indenture and the Secured NotesClass A-1a Notes Borrowings."

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The Class A-1a Notes may be prepaid (in whole or in part) on any date that is a Business Day during the Draw Period, (other than a date from the day immediately following the Determination Date to but excluding the next succeeding Payment Date), at the option of the Issuer (at the direction of the Portfolio Manager) from Principal Proceeds and, if such prepayment occurs on a Payment Date, to the extent available for such application pursuant to paragraph (B)(2) of "Priority of PaymentsApplication of Principal Proceeds" and if such prepayment does not occur on a Payment Date, the Issuer may pay any associated accrued interest and Class A-1a Additional Costs on such date of prepayment. Any prepayment will be made by the Issuer pro rata according to the aggregate outstanding principal amount of the Class A-1a Notes. Such prepayments will not result in a reduction of Commitments. Except with respect to any prepayment required to be made on the last day of the Draw Period, the aggregate outstanding principal amount of any prepayment of the Class A-1a Notes (taken as a whole) shall be an integral multiple of $1,000 and at least $500,000.

Subject to compliance with certain borrowing conditions specified in the Note Purchase Agreement, amounts may be borrowed, prepaid in accordance with the preceding paragraph and reborrowed during the Draw Period.

Each purchaser of Class A-1a Notes will be required to satisfy the Class A-1a Purchaser Rating Criteria. If, at any time during the Draw Period, any holder of Class A-1a Notes or any conduit purchaser does not satisfy the Class A-1a Purchaser Rating Criteria or, with respect to any conduit purchaser, the related liquidity facility is scheduled to expire within 30 days and has not been renewed, then such holder or conduit purchaser is required to either: (i) replace itself with another entity that meets such ratings requirement (by transferring all of its rights and obligations in respect of the Class A-1a Notes to the transferee entity); or (ii) at the election of the Issuer, either (x) fund the remaining undrawn Commitment of such holder or conduit purchaser under the Class A-1a Notes, (y) post cash collateral with respect to the funding obligations under the Commitments or (z) have its obligations guaranteed by one or more entities which satisfy the Class A-1a Purchaser Rating Criteria. If any such holder fails to take one of the actions described in the preceding sentence within 20 days following the commencement of such failure, the Issuer shall direct such holder or conduit purchaser to transfer its Class A-1a Notes to a qualifying purchaser identified by the Issuer.

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Commitment Fee on the Class A-1a Notes:

A commitment fee (the "Commitment Fee") will accrue on the Aggregate Undrawn Amount of the Class A-1a Notes as of the close of business on each day during the Draw Period, at a rate per annum equal to 0.17% (the "Commitment Fee Rate"). The Commitment Fee will be payable quarterly in arrears on each Payment Date and will rank pari passu with the payment of interest on the Class A-1a Notes. Interest at the Class A-1a Note Interest Rate (without regard to the Base Rate) will accrue on any accrued and unpaid Commitment Fees that are not paid when due. No Class of Notes, other than the Class A-1a Notes, will be entitled to a commitment fee.

"Commitment Fee Amount" means, with respect to the Class A-1a Notes as of any Payment Date, the sum of (i) the aggregate amount of Commitment Fee accrued during the Interest Accrual Period for such Payment Date plus (ii) interest accrued for the Interest Accrual Period for such Payment Date at the Class A-1a Note Interest Rate (without regard to the Base Rate) on any accrued and unpaid Commitment Fees that became payable on any prior Payment Date. The Commitment Fee Amount will be computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Accrual Period.

"Aggregate Undrawn Amount" means, at any time with respect to the Class A-1a Notes, the excess, if any, of (i) the aggregate amount of the Commitments in respect of all Class A-1a Notes over (ii) the aggregate principal amount of the Class A-1a Notes funded on the Closing Date or by one or more Borrowings after the Closing Date and not repaid under the Indenture.

Priority of Payments:

Application of Interest Proceeds............ On each Payment Date, Interest Proceeds on deposit in the Collection Account, to the extent received on or before the related Determination Date (or if such Determination Date is not a Business Day, the next succeeding Business Day) and that are transferred into the Payment Account, and, in the case of any Hedge Agreements, payments received on or before such Payment Date, will be applied in the following order of priority:

(A) to the payment of any unpaid Financed Amount then due and payable; provided, that such amount paid on any Payment Date may not exceed the Financed Amount Threshold for such Payment Date;

(B) (1) first, to the payment of taxes and governmental fees owing by the Issuer or the Co-Issuer or any ETB/897/Non-U.S. Obligation Subsidiary, if any and (2) second, to the payment of the accrued and unpaid Administrative Expenses up to the Administrative Expense Cap;

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(C) to the payment of the Senior Collateral Management Fee to the Portfolio Manager;

(D) to the payment, pro rata, of any amounts due to any Hedge Counterparty under any Hedge Agreement (in the case of any Currency Hedge Transaction, to the extent that there are no funds available in the subaccount applicable to such Currency Hedge Transaction within the Currency Account) other than amounts due as a result of the termination (or partial termination) of such Hedge Agreement;

(E) to the payment of (1) accrued and unpaid interest on the Class A-1a Notes (including interest on accrued interest in accordance with the Note Purchase Agreement), (2) accrued and unpaid interest on the Class A-1b Notes, (3) the Commitment Fee Amount and (4) accrued and unpaid Class A-1a Additional Costs up to $5,000 on each Payment Date (pro rata in proportion to the respective amounts due under clauses (1) through (4) of this clause (E));

(F) to the payment of accrued and unpaid interest on the Class A-2 Notes;

(G) (1) first, to the deposit into the Interest Collection Subaccount of the Collection Account an amount equal to the Liquidity Reserve Amount; and (2) second, to the payment of any amounts due to any Hedge Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) of any Hedge Agreement as a result of a Priority Hedge Termination Event (in the case of any Currency Hedge Transaction, to the extent there are no funds available in the subaccount applicable to such Currency Hedge Transaction within the Currency Account on or prior to such Payment Date in connection with such termination;

(H) if either of the Class A Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence to the extent necessary to cause both Class A Coverage Tests to be met;

(I) to the payment of accrued and unpaid interest and any Deferred Interest on the Class B Notes, including interest accrued for the related Interest Accrual Period on any such Deferred Interest;

(J) if either of the Class B Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence, to the extent necessary to cause both Class B Coverage Tests to be met;

(K) to the payment of accrued and unpaid interest and any Deferred Interest on the Class C Notes, including

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interest accrued for the related Interest Accrual Period on any such Deferred Interest;

(L) if either of the Class C Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence, to the extent necessary to cause both Class C Coverage Tests to be met;

(M) to the payment of accrued and unpaid interest and any Deferred Interest on the Class D Notes, including interest accrued for the related Interest Accrual Period on any such Deferred Interest;

(N) if either of the Class D Coverage Tests is not satisfied on the related Determination Date, to make payments in accordance with the Note Payment Sequence, to the extent necessary to cause both Class D Coverage Tests to be met;

(O) (x) during the period from and including the Closing Date to and including the Payment Date immediately following the end of the Reinvestment Period only, to the Collection Account as Principal Proceeds for the purchase of additional Collateral Obligations, (1) first, the Discounted Payment Reinvestment Amount and (2) then, an amount equal to the Reinvestment Diversion Threshold Payment (if any) and (y) after the Reinvestment Period only, to the Payment Account as Principal Proceeds for application on the current Payment Date, the Discounted Payment Reinvestment Amount;

(P) to the payment of any accrued and unpaid Subordinated Collateral Management Fee to the Portfolio Manager, together with accrued interest thereon; (Q) to the payment, pro rata, of (1) any Administrative Expenses not paid pursuant to clause (B) above due to the limitation contained therein and (2) any amounts due to any Hedge Counterparty under any Hedge Agreement pursuant to an early termination (or partial termination) of any Hedge Agreement not otherwise paid pursuant to clause (G)(2) above;

(R) to the payment of any accrued and unpaid Class A-1a Additional Costs not paid pursuant to clause (E) above and Class A-1a Tax Gross-up Amounts;

(S) to the holders of the Subordinated Notes in an amount necessary to cause the Incentive Collateral Management Fee I Threshold to be met;

(T) to the payment of any accrued and unpaid Incentive Collateral Management Fee I to the Portfolio Manager, together with accrued interest thereon, but only in an amount no greater than 50% of all remaining Interest Proceeds (after giving effect to the payments made under

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clauses (A) through (S) above);

(U) to the holders of the Subordinated Notes in an amount necessary (taking into account all payments made to the holders of the Subordinated Notes on prior Payment Dates and all payments made under clause (S) above on such Payment Date) to cause the Incentive Collateral Management Fee II IRR Threshold to be met;

(V) to the payment of any accrued and unpaid Incentive Collateral Management Fee II to the Portfolio Manager, together with accrued interest thereon, but only in an amount no greater than 50% of all remaining Interest Proceeds (after giving effect to the payments made under clauses (A) through (U) above); and

(W) any remaining Interest Proceeds to the holders of the Subordinated Notes.

Application of Principal Proceeds.......... On each Payment Date, Principal Proceeds on deposit in the Collection Account that were received on or before the related Determination Date, and that are transferred to the Payment Account, will be applied, except for any Principal Proceeds that will be used to settle binding commitments (entered into prior to the Determination Date) for the purchase of Collateral Obligations (or to make loans to Non-U.S. Obligation Subsidiaries to purchase Collateral Obligations), in the following order of priority:

(A) to pay the amounts referred to in clauses (A) through (F), (G)(2), and (H) through (N) of "Application of Interest Proceeds" above (in the priority stated therein), but (a) only to the extent not paid in full thereunder and (b) in the case of clauses (I), (K) and (M) and any Deferred Interest payable pursuant to clauses (J), (L) and (N), only to the extent that all Coverage Tests would be satisfied on a pro forma basis after giving effect to any such payments;

(B) (1) first, to make payments in the amount of the Special Redemption Amount in accordance with (I) if (x) at any time prior to the relevant Payment Date either a Class A-1 Note Overcollateralization Event or a Collateral Balance Event shall have occurred, or (y) as of the Determination Date immediately preceding the relevant Payment Date a Coverage Test Event shall have occurred and be continuing, the Note Payment Sequence; or (II) if the preceding clause (I) does not apply, the Pro Rata Payment Sequence; (2) second, during the Reinvestment Period, at the discretion of the Portfolio Manager (I) to the Collection Account as Principal Proceeds to invest in Eligible Investments and/or additional Collateral Obligations or (II) to prepayments of Class A-1a Notes; and (3) third, after the Reinvestment Period, to invest Principal Proceeds received with respect to a Prepaid Collateral Obligation in accordance with the requirements described under "Security for the Secured NotesSales of Collateral Obligations; Additional Collateral

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Obligations and Investment Criteria";

(C) to make payments in accordance with: (1) if (x) at any time prior to the relevant Payment Date (including, without limitation, as of the Determination Date immediately preceding such Payment Date) either (I) a Class A-1 Note Overcollateralization Event or (II) a Collateral Balance Event shall have occurred, or (y) as of the Determination Date immediately preceding the relevant Payment Date a Coverage Test Event shall have occurred and be continuing, the Note Payment Sequence; or (2) if the preceding clause (1) does not apply, the Pro Rata Payment Sequence; provided, however, that in the event the application of Principal Proceeds on a given Payment Date would result in a Collateral Balance Event, the Issuer shall apply only such portion of available Principal Proceeds in accordance with the Pro Rata Payment Sequence that would enable the Issuer not to cause the occurrence of a Collateral Balance Event following such application and shall apply any remaining available Principal Proceeds in accordance with the Note Payment Sequence;

(D) (1) first, to the payment of the accrued but unpaid Subordinated Collateral Management Fee (including interest thereon), but only to the extent not paid in full on such Payment Date pursuant to clause (P) of "Application of Interest Proceeds" above and (2) second, to the payment of, pro rata, Administrative Expenses, and any amount due any Hedge Counterparty, each as referred to in clause (Q) of "Application of Interest Proceeds" above, but in each case only to the extent not paid in full thereunder;

(E) to the payment of any accrued and unpaid Class A-1a Additional Costs and Class A-1a Tax Gross-up Amounts, but only to the extent not paid in full on such Payment Date pursuant to clause (R) of "Application of Interest Proceeds" above;

(F) to the holders of the Subordinated Notes in an amount necessary (taking into account any payments made under clause (S) of "Application of Interest Proceeds" above on such Payment Date) to cause the Incentive Collateral Management Fee I Threshold to be met;

(G) to the payment of any accrued and unpaid Incentive Collateral Management Fee I (including interest thereon) but only (i) to the extent not paid in full under clause (T) of "Application of Interest Proceeds" above and (ii) in an amount no greater than 50% of the remaining Principal Proceeds (after giving effect to payments made under clauses (A) through (F) above);

(H) to the holders of the Subordinated Notes in an amount necessary (taking into account all payments made to the holders of the Subordinated Notes on prior Payment Dates and all payments made under clause (F) above and clauses (S) and (U) of "Application of Interest Proceeds"

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above on such Payment Date) to cause the Incentive Collateral Management Fee II IRR Threshold to be met;

(I) to the payment of any accrued and unpaid Incentive Collateral Management Fee II (including interest thereon) but only (i) to the extent not paid in full under clause (V) of "Application of Interest Proceeds" above and (ii) in an amount no greater than 50% of the remaining Principal Proceeds (after giving effect to payments made under clauses (A) through (H) above); and

(J) any remaining Principal Proceeds to the holders of the Subordinated Notes.

Application of Principal Proceeds to Class A-1a Notes...................................

On each Business Day (other than a date from and including a Determination Date to but excluding the next succeeding Payment Date), without applying "Priority of PaymentsApplication of Principal Proceeds," Principal Proceeds may be applied to the payment of principal of the Class A-1a Notes (in an amount determined by the Portfolio Manager) for so long as the conditions specified under "Liquidity Advances" are satisfied. For the avoidance of doubt, if such Business Day falls on a Payment Date, this provision shall not apply but principal on the Class A-1a Notes will be repaid as provided under "Priority of PaymentsApplication of Principal Proceeds." In addition, on any such Business Day, Interest Proceeds, and if available Interest Proceeds are insufficient, then Principal Proceeds may be applied to accrued interest and Class A-1a Additional Costs without applying "Priority of PaymentsApplication of Interest Proceeds" or "Priority of PaymentsApplication of Principal Proceeds," respectively, if no Coverage Test failure will result.

Note Payment Sequence....................... The "Note Payment Sequence" shall be the application, in accordance with the Priority of Payments described above, of Interest Proceeds or Principal Proceeds, as applicable, in the following order:

(i) to the payment of principal of the Class A-1b Notes and the Class A-1a Committed Amount until the Class A-1b Notes and the Class A-1a Committed Amount have been paid in full (pro rata in proportion to the aggregate outstanding principal amount of the Class A-1b Notes and the Class A-1a Committed Amount);

(ii) to the payment of principal of the Class A-2 Notes until the Class A-2 Notes have been paid in full;

(iii) to the payment of accrued and unpaid interest and any Deferred Interest on the Class B Notes until such amounts have been paid in full;

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(iv) to the payment of principal of the Class B Notes until the Class B Notes have been paid in full;

(v) to the payment of accrued and unpaid interest and any Deferred Interest on the Class C Notes until such amounts have been paid in full;

(vi) to the payment of principal of the Class C Notes until the Class C Notes have been paid in full;

(vii) to the payment of accrued and unpaid interest and any Deferred Interest on the Class D Notes until such amounts have been paid in full; and

(viii) to the payment of principal of the Class D Notes until the Class D Notes have been paid in full.

The "Determination Date" is the last day of each Collection Period.

Pro Rata Payment Sequence ................ The "Pro Rata Payment Sequence" shall be the application of Principal Proceeds on a pro rata basis to the payment of (i) principal of the Class A-1b Notes and the Class A-1a Committed Amount until the Class A-1b Notes and the Class A-1a Committed Amount have been paid in full (pro rata in proportion to the aggregate outstanding principal amount of the Class A-1b Notes and the Class A-1a Committed Amount), (ii) principal of the Class A-2 Notes until the Class A-2 Notes have been paid in full, (iii) accrued and unpaid interest and any Deferred Interest on the Class B Notes until such amounts have been paid in full, (iv) principal of the Class B Notes until the Class B Notes have been paid in full, (v) accrued and unpaid interest and any Deferred Interest on the Class C Notes until such amounts have been paid in full, (vi) principal of the Class C Notes until the Class C Notes have been paid in full, (vii) accrued and unpaid interest and any Deferred Interest on the Class D Notes until such amounts have been paid in full and (viii) principal of the Class D Notes until the Class D Notes have been paid in full.

Collateral Management Fees: The Collateral Management Fees consist of the Senior Collateral Management Fee in the amount of 0.25% per annum of the Fee Basis Amount, the Subordinated Collateral Management Fee in the amount of 0.25% per annum of the Fee Basis Amount, the Incentive Collateral Management Fee I in the amount of 0.25% per annum of the Fee Basis Amount and the Incentive Collateral Management Fee II in the amount of 0.25% per annum of the Fee Basis Amount, in each case calculated and subject to the limitations described under "The Portfolio Management Agreement" and is payable as described under"Priority of Payments."

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Security for the Secured Notes:

General .................................................. The Secured Notes will be secured by the Assets, which include the various accounts pledged under the Indenture. In purchasing and selling Collateral Obligations, the Issuer will generally be required to meet certain requirements imposed by the Portfolio Profile Tests described under "Portfolio Profile Tests" and "Security for the Secured NotesThe Portfolio Profile Tests," the Collateral Quality Test described under the "Collateral Quality Test" and "Security for the Secured NotesThe Collateral Quality Test," the Coverage Tests described under "Coverage Tests" and "Security for the Secured NotesThe Coverage Tests" and various other criteria described under "Security for the Secured NotesSales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria." Substantially all of the Collateral Obligations will be rated below investment grade and accordingly will have greater credit and liquidity risk than investment grade corporate obligations. See "Risk FactorsRelating to Collateral ObligationsBelow Investment-Grade Assets Involve Particular Risks." The initial portfolio of Collateral Obligations will be purchased and/or refinanced through the application of the net proceeds of the sale of the Offered Securities and the Financed Amount Initial Balance. See "Security for the Secured NotesCollateral Obligations." During the Ramp-Up Period (as defined below), pending investment in such Collateral Obligations, a portion of such net proceeds will be invested in Eligible Investments.

The Issuer will be permitted to lend Collateral Obligations pursuant to one or more Securities Lending Agreements and in such cases the Secured Notes will be secured by the Issuer's rights under the related Securities Lending Agreement and not by the Collateral Obligations loaned pursuant to such Securities Lending Agreement. See "Risk FactorsRelating to the Collateral ObligationsThe Issuer Has the Right to Engage in Securities Lending, which Involves Counterparty Risks and Other Risks."

Subject to certain limitations described herein, the Secured Notes may be secured by Margin Loans. Purchasers of Secured Notes should consider the possible application of FRB Regulation U to such purchases. See "Security for the Secured NotesMargin Loans."

Collateral Obligations ............................ An obligation meeting the standards set forth below, whether pledged to the Trustee on the Closing Date, during the Ramp-Up Period or thereafter, will constitute a "Collateral Obligation." An obligation will be eligible for purchase by the Issuer and pledge to the Trustee as a Collateral Obligation if it is a debt obligation (including, but not limited to, high-yield debt securities and interests in bank loans acquired by way of a sale or assignment), Participation Interest, Synthetic Security or Structured Finance Obligation that as of the date of acquisition by the

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Issuer: (i) is U.S. Dollar denominated or a Non-USD

Obligation and is not convertible by the issuer thereof into any other currency;

(ii) is not a Defaulted Obligation;

(iii) is not a lease other than a Capital Lease;

(iv) has not deferred payment of any accrued, unpaid interest which would have otherwise been due and continues to remain unpaid;

(v) provides for a fixed amount of principal payable on scheduled payment dates and/or at maturity (or a fixed notional amount in the case of a Synthetic Security) and does not by its terms provide for earlier amortization or prepayment at a price of less than par;

(vi) does not constitute Margin Stock;

(vii) is not a Margin Loan (unless it is a Subordinated Note Collateral Obligation);

(viii) has payments that do not subject the Issuer to withholding tax unless the related obligor is required to make "gross-up" payments that cover the full amount of any such withholding tax on an after tax basis (for the avoidance of doubt, this clause shall not apply to commitment fees);

(ix) has a Moody's Rating and an S&P Rating;

(x) will not cause the Issuer to be deemed to own 5% or more of the voting securities of any issuer (or, to the Portfolio Manager's knowledge, any affiliate thereof) or any securities that are immediately convertible into or immediately exercisable or exchangeable for 5% or more of the voting securities of the issuer, as determined by the Portfolio Manager;

(xi) is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Portfolio Manager;

(xii) is not acquired for the purpose of accommodating a request from a Securities Lending Counterparty to borrow such Collateral Obligation;

(xiii) except for Delayed Drawdown Collateral Obligations, Revolving Collateral Obligations and amounts paid under Synthetic Securities in

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respect of Unfunded Synthetic Exposure, is not an obligation pursuant to which any future advances or payments, other than Excepted Advances, to the borrower or the obligor thereof may be required to be made by the Issuer;

(xiv) does not have an "r", "p", "pi", "q" or "t" subscript assigned by S&P;