IMPORTANT NOTICE. This offering is available only to investors ( Eligible Investors ) that are

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1 IMPORTANT NOTICE This offering is available only to investors ( Eligible Investors ) that are (1) both Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act )) and Qualified Purchasers (within the meaning specified in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the Investment Company Act )), (2) persons that are not U.S. Persons (as defined in Regulation S under the Securities Act ( Regulation S )) in offshore transactions in reliance on Regulation S, or (3) only with respect to the Preferred Shares, persons that are both Institutional Accredited Investors (within the meaning specified in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act ( Regulation D )) and Qualified Purchasers. IMPORTANT: You must read the following before continuing. The following applies to the offering document (the Offering Circular ) following this important notice, and you are therefore advised to read this carefully before reading, assessing, or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms, including any modifications to them any time you receive any information from us as a result of such access. Nothing in this electronic transmission constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so. The securities described in this electronic transmission have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the U.S. or other jurisdiction, and the issuer (or co-issuer, as the case may be) referred to in this electronic transmission will not be registered under the Investment Company Act. The securities described in this electronic transmission may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The Offering Circular may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, or reproduction of the Offering Circular in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Confirmation of your Representation. To be eligible to view the Offering Circular or make an investment decision with respect to the securities described in this electronic transmission, investors must be Eligible Investors. The Offering Circular is being sent at your request and by accepting this and by accessing the Offering Circular, you shall be deemed to have represented to us that you consent to delivery of the Offering Circular by electronic transmission and that you and any customers you represent are Eligible Investors. You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by or through a licensed broker or dealer, and J.P. Morgan Securities Inc. or any of its respective affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by or through J.P. Morgan Securities Inc. or such affiliate on behalf of the issuer (or the co-issuer, as the case may be) in that jurisdiction. The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither J.P. Morgan Securities Inc. nor any person who controls either thereof nor any director, officer, employee, nor agent of either thereof or affiliate of any such person accepts any liability or responsibility whatsoever for any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from J.P. Morgan Securities Inc.

2 Carlyle High Yield Partners X, Ltd. Carlyle High Yield Partners X, Inc. U.S.$128,500,000 Class A-1 Senior Secured Floating Rate Notes due 2022 U.S.$155,000,000 Class A-2-A Senior Secured Floating Rate Notes due 2022 U.S.$17,500,000 Class A-2-B Senior Secured Floating Rate Notes due 2022 U.S.$16,000,000 Class B Senior Secured Floating Rate Notes due 2022 U.S.$21,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2022 U.S.$16,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2022 U.S.$12,000,000 Class E Secured Deferrable Floating Rate Notes due ,000 Preferred Shares (stated amount of $1,000 per Preferred Share) The Notes will be issued on or about April 12, 2007 (the Closing Date ) pursuant to an Indenture to be dated as of the Closing Date (the Indenture ), among Carlyle High Yield Partners X, Ltd. (the Issuer ), Carlyle High Yield Partners X, Inc. (the Co-Issuer and, together with the Issuer, the Co-Issuers ) and The Bank of New York Trust Company, National Association, as Trustee (the Trustee ). The Preferred Shares will be issued by the Issuer on or about the Closing Date pursuant to the Issuer Charter, certain resolutions of the Issuer and the Preferred Share Paying and Transfer Agency Agreement (collectively, the Preferred Share Documents ). Carlyle Investment Management L.L.C. will serve as Collateral Manager ( Carlyle Investment Management or the Collateral Manager ) for the Issuer s portfolio. For a discussion of certain factors regarding the Issuer and the Offered Securities that, among other things, should be considered by prospective purchasers of the Offered Securities, see Risk Factors. It is a condition of the issuance of the Offered Securities that (i) 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. ( S&P and, together with Moody s, the Rating Agencies ), (ii) the Class A-2-A Notes be rated Aaa by Moody s and AAA by S&P, (iii) the Class A-2-B Notes be rated Aa1 by Moody s and AAA by S&P, (iv) the Class B Notes be rated at least Aa2 by Moody s and at least AA by S&P, (v) the Class C Notes be rated at least A2 by Moody s and at least A by S&P, (vi) the Class D Notes be rated at least Baa2 by Moody s and at least BBB by S&P, and (vii) the Class E 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 Notes. The Preferred Shares 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. Application will be made to the Irish Financial Services Regulatory Authority (the IFSRA ), as competent authority under Directive 2003/71/EC, for the final Offering Circular to be approved. Application will be made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on the regulated market of the Irish Stock Exchange. This Offering Circular constitutes a prospectus (the Prospectus ) for the purposes of Directive 2003/71/EC. Such approval relates only to the Notes which are to be admitted for trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. Reference throughout this document to Offering Circular will be taken to read Prospectus for such purpose. There can be no assurance that the Irish Stock Exchange will in fact accept the listing of such Notes or that the listing, if granted, will be maintained. 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 the Issuer nor the Co-Issuer will be registered under the United States Investment Company Act of 1940, as amended (the Investment Company Act ). The Offered Securities will be offered and sold to non-u.s. persons (as defined in Regulation S under the Securities Act ( Regulation S )) outside the United States in offshore transactions (as defined in Regulation S) ( Offshore Transactions ) in reliance on Regulation S. 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 except to persons that are (i) (a) qualified institutional buyers (as defined in Rule 144A under the Securities Act ( Rule 144A )) ( Qualified Institutional Buyers ) in reliance on the exemption from the registration requirements provided by Rule 144A, or (b) solely in the case of the Preferred Shares, accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act) ( Accredited Investors ) in transactions exempt from registration under the Securities Act and (ii) (a) qualified purchasers (as defined in Section 2(a)(51)(A) of the Investment Company Act and the rules and regulations thereunder) ( Qualified Purchasers ) or (b) solely in the case of the Preferred Shares, knowledgeable employees (as defined in Rule 3c-5 under the Investment Company Act) with respect to the Issuer ( Knowledgeable Employees ) or entities (other than trusts) owned exclusively by Qualified Purchasers and/or Knowledgeable Employees, and in accordance with any other applicable law. The Notes are being offered by J.P. Morgan Securities Inc. ( JPMorgan ) as initial purchaser (in such capacity, the Initial Purchaser ), when, as and if such Notes are received and accepted by the Initial Purchaser and subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to the right of the Initial Purchaser to reject orders in whole or in part and to certain other conditions. The Preferred Shares (other than any Preferred Shares sold to the Collateral Manager and/or its affiliates) are being offered by the Issuer through JPMorgan and The Sumitomo Trust & Banking Co., Ltd. ( Sumitomo and each of JPMorgan and Sumitomo in its capacity as a placement agent, a Placement Agent which term includes, as the context requires, JPMorgan as Initial Purchaser) to purchasers in privately negotiated transactions. Neither JPMorgan nor Sumitomo will act as a placement agent or an initial purchaser with respect to the Preferred Shares offered and sold by the Issuer directly to the Collateral Manager and/or its employees or affiliates. JPMorgan June 26, 2007

3 NOTICES TO PURCHASERS Certain pledged assets of the Issuer are the sole source of payments on the Offered Securities. The Preferred Shares are unsecured equity interests in the Issuer only and are not secured by the assets of the Issuer. The Offered Securities do not represent an interest in or obligations of, and are not insured or guaranteed by, the Collateral Manager, the Trustee, the Collateral Administrator, the holders of the Preferred Shares, any paying agent, JPMorgan, Sumitomo, any Hedge Counterparty, the Preferred Share Paying and Transfer Agent or any of their respective affiliates. No person has been authorized to make or provide any representation or information regarding the Co-Issuers or the Offered Securities other than as contained in this Offering Circular. Any such representation or information should not be relied upon as having been authorized by the Co-Issuers, JPMorgan, Sumitomo or the Collateral Manager. The delivery of this Offering Circular at any time does not imply that the information contained in it is correct as of any time subsequent to the date of this Offering Circular. Unless otherwise indicated, all information in this Offering Circular is given as of the date of this Offering Circular. This Offering Circular has been prepared by the Co-Issuers solely for use in connection with the offering of the Offered Securities. Unless otherwise provided herein, the Co-Issuers accept responsibility for the information in this Offering Circular, and to the best of the knowledge and belief of the Co-Issuers, the information in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information in this Offering Circular. The Co-Issuers disclaim any obligation to update such information and do not intend to do so. The information appearing in the sections entitled Risk Factors Relating to Certain Conflicts of Interest The Issuer Will Be Subject to Various Conflicts of Interest Involving the Collateral Manager and The Collateral Manager has been prepared by the Collateral Manager, which accepts responsibility therefor, and has not been independently verified by JPMorgan, Sumitomo or the Co-Issuers. None of JPMorgan, Sumitomo or the Co-Issuers assume any responsibility for the accuracy, completeness, or applicability of such information, except that the Co- Issuers assume responsibility for accurately reproducing such information in this Offering Circular. The Co-Issuers confirm that this information has been accurately reproduced and that as far as the Co-Issuers are aware (and are able to ascertain from the information published by the Collateral Manager), no facts have been omitted which renders this information inaccurate or misleading. The Collateral Manager disclaims any obligation to update such information and does not intend to do so. None of JPMorgan, Sumitomo, the Trustee, the Collateral Administrator, the Preferred Share Paying and Transfer Agent, the Share Trustee or (except with respect to the Sections entitled Risk Factors Relating to Certain Conflicts of Interest The Issuer Will Be Subject to Various Conflicts of Interest Involving the Collateral Manager and The Collateral Manager ) the Collateral Manager has independently verified or make any representation or warranty, express or implied, or assumes any responsibility as to the accuracy or completeness of the information in this Offering Circular. Each person receiving this Offering Circular acknowledges that such person has not relied on JPMorgan, Sumitomo, the Trustee, the Collateral Administrator, the Preferred Share Paying and Transfer Agent, the Share Trustee or (except with respect to the Sections entitled Risk Factors Relating to Certain Conflicts of Interest The Issuer Will Be Subject to Various Conflicts of Interest Involving the Collateral Manager and The Collateral Manager ) the Collateral Manager or any person affiliated therewith, in connection with its investigation of the accuracy of such information or its investment decision. Nothing contained in this Offering Circular is, or will be relied upon as, a promise or representation as to the past or the future by JPMorgan, Sumitomo, the Trustee, the Collateral Administrator, the Preferred Share Paying and Transfer Agent, the Share Trustee or the Collateral Manager. Each person contemplating making an investment in the Offered Securities must make its own investigation and analysis of the creditworthiness of the Co-Issuers and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment. The Offered Securities have not been approved or disapproved by the United States Securities and Exchange Commission or any state securities commission or other regulatory authority, and none of the foregoing authorities has confirmed the accuracy or determined the adequacy of this Offering Circular. Any representation to the contrary is a criminal offense. ii

4 Each person receiving this Offering Circular acknowledges that such person has been afforded an opportunity to request from the Issuer and to review, and has received, all additional information considered by such person to be necessary to verify the accuracy and completeness of the information herein. The Offered Securities are a new issue of securities. There can be no assurance that a secondary market for any of the Offered Securities will develop, or if a secondary market does develop, that it will provide the holders of such Offered Securities with liquidity of investment or that it will continue. Accordingly, investors should be prepared to bear the risks of holding the Offered Securities until final payment is made thereon. The contents of this Offering Circular are not to be construed as legal, business, investment or tax advice. Each prospective investor should consult its own attorney, business advisor, investment advisor and tax advisor as to legal, business and tax advice. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, the Co-Issuers (in respect of the Co-Issued Notes) or the Issuer (in respect of the Class E Notes or the Preferred Shares), or JPMorgan or Sumitomo to subscribe to or purchase any of the Offered Securities in any jurisdiction in which it is unlawful to make such an offer or invitation. The distribution of this Offering Circular and the offering of the Offered Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Co-Issuers, JPMorgan and Sumitomo to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Offered Securities and distribution of this Offering Circular, see Description of the Offered Securities, Plan of Distribution and Transfer Restrictions. Neither the Issuer nor the Co-Issuer has been registered under the Investment Company Act. Each initial purchaser and subsequent transferee of an Offered Security will be required or deemed, as applicable, to make certain representations, warranties and covenants as described in Certain ERISA Considerations and Transfer Restrictions. Prospective purchasers are hereby notified that a seller of the Offered Securities may be relying on an exemption from the registration requirements of Section 5 of the Securities Act provided by Section 4(2) of, or Rule 144A under, the Securities Act. In this Offering Circular references to Dollars, $ and U.S.$ are dollars or other equivalent units in such coin or currency of the United States of America as at the time will be legal tender for all debts, public and private. The term including and all its variations mean including but not limited to. Except when used in conjunction with the word either, the word or is always used inclusively (for example, the phrase A or B means A or B or both, not either A or B but not both ). No action was taken or is being contemplated by the Co-Issuers that would permit a public offering of the Offered Securities or possession or distribution of this Offering Circular or any amendment thereof, or supplement thereto or any other offering material relating to the Offered Securities in any jurisdiction where, or in any other circumstances in which, action for those purposes is required. Nothing contained herein will constitute an offer to sell or a solicitation of an offer to purchase any Offered Securities in any jurisdiction where it is unlawful to do so absent the taking of such action or the availability of an exemption therefrom. 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, it being understood and agreed, for this purpose, (i) the name of, or any other identifying information regarding, the Issuer or any existing or future investor (or any affiliate thereof) in the Issuer, or any particular investment or particular transaction entered into by the Issuer, (ii) any performance information relating to the Issuer or its investments, and (iii) any performance or other information relating to the previous funds or investments sponsored by The Carlyle Group does not constitute such tax treatment or tax structure information. This authorization of tax disclosure is retroactively effective to the commencement of discussions with prospective investors regarding iii

5 the transactions contemplated herein. Any such disclosure of the tax treatment, tax structure and other taxrelated materials will not be made for the purpose of offering to sell the securities offered hereby or soliciting an offer to purchase any such 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 (c) and applicable U.S. state and local law. In general, the tax treatment of a transaction is the purported or claimed U.S. tax treatment of the transaction, 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. NOTICE TO NEW HAMPSHIRE RESIDENTS 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 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 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. Notice to Florida Residents The Offered Securities are offered pursuant to a claim of exemption under Section of the Florida Securities Act and have not been registered under said act in the State of Florida. All Florida residents who are not institutional investors described in Section (7) of the Florida Securities Act have the right to void their purchase of the Offered Securities, without penalty, within three (3) days after the first tender of consideration. Notice to Georgia Residents The Offered Securities will be issued or sold in reliance on paragraph (13) of Code Section of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such act or pursuant to an effective registration under such act. Jurisdictional Notices to Purchasers Notice to Residents of Australia Neither this Offering Circular nor any other prospectus or disclosure document (as defined in the Corporations Act 2001 of Australia) in relation to the Offered Securities has been lodged with the Australian Securities and Investments Commission ( ASIC ) or the Australian Stock Exchange Limited. (i) (ii) No offer or invitation of an offer of the Offered Securities for issue, sale or purchase has been made or will be made in Australia (including an offer or invitation which is received by a person in Australia); and No distribution or publication of this Offering Circular or any other offering material or advertisement relating to the Offered Securities in Australia has been made or will be made, unless (a) the minimum aggregate consideration payable by each offeree is at least AU$500,000 (disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6d.2 of the Corporations Act, and (b) such action complies with all applicable laws and regulations. iv

6 Notice to Residents of Austria The Offered Securities may only be offered in the Republic of Austria in compliance with provisions of the Austrian Capital Market Act and other laws applicable in the Republic of Austria governing the offer and sale of the Offered Securities in the Republic of Austria. The Offered Securities are not registered or otherwise authorized for public offer either under the Capital Market Act or the Investment Fund Act. The recipients of this Offering Circular and other selling material in respect to the Offered Securities have been individually selected and identified before the offer being made and are targeted exclusively on the basis of a private placement. Accordingly, the Offered Securities may not be, and are not being, offered or advertised publicly or offered similarly under either the Capital Market Act or the Investment Fund Act. This offer may not be made to any other persons than the recipients to whom this document is personally addressed. Notice to Residents of Bahrain The purchase of the Offered Securities will be by invitation only and no offer will be made in Bahrain to the public to purchase the same. This Offering Circular is intended to be read only by the addressee. Notice to Residents of Belgium This offer has not been notified to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances) by the offeror pursuant to Article 18 of the Belgian law of 22 April 2003 on the public offering of securities nor by the competent authority of the home Member State of the Issuer pursuant to Article 18.1 of the Prospectus Directive. Accordingly this offer may not be advertised, the Offered Securities may not be offered or sold, and this Offering Circular nor any other information circular, brochure or similar document may not be distributed, directly or indirectly, to any person in Belgium other than (i) eligible qualified investors referred to in Article 3.2(a) of the Prospectus Directive or (ii) investors wishing to acquire the Offered Securities for a total consideration of at least EUR 50,000 (or its equivalent in foreign currencies) per transaction, as specified in Article 3.2(c) of the Prospectus Directive. Notice to Residents in the Provinces of Quebec, Ontario and British Columbia in Canada This Offering Circular is not, and under no circumstances is to be construed as, an advertisement or public offering of the Offered Securities described herein. No securities commission or similar authority in Canada has in any way passed judgment on the merits of the Offered Securities described herein and any representation to the contrary is an offense. No invitation may be made to the public in the provinces of Quebec, Ontario and British Columbia in Canada to subscribe for the Offered Securities. No Preliminary or Final Offering Circular is being filed with the securities commissions of the said provinces in Canada with respect to the offering of the Offered Securities, which is being made solely pursuant to exemptions from prospectus requirements under securities legislation of said provinces in Canada. The issuer does not intend to file a prospectus or otherwise become a Reporting Issuer pursuant to applicable Canadian securities legislation and accordingly it is not intended that the Offered Securities will ever become freely tradable in the provinces of Quebec, Ontario and British Columbia. Purchasers of Offered Securities will be permitted to resell such Offered Securities only pursuant to available exemptions from the prospectus requirements of the securities law of the said provinces in Canada. Notice to Residents in the Province of Quebec in Canada The offering and sale of the Offered Securities must be to either sophisticated purchasers within the meaning of Sections 43, 44 and 45 of the Securities Act (Quebec) or purchasers purchasing as principal for their own account the Offered Securities of the Issuer having a total cost of subscription or purchase in each case of at least CAD 150,000. Notice to Residents in the Province of Ontario, Canada This offering of the Offered Securities is being made pursuant to exemptions from the prospectus requirements of the securities laws of the Province of Ontario. Purchasers resident in the Province of v

7 Ontario must be persons who are exempt purchasers under Section 72(1) of the Securities Act (Ontario) or who acquire the securities offered hereby as principal at an aggregate acquisition cost to the purchaser of not less than CAD 150,000. If this Offering Circular, together with any amendment thereto, contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary in order to make any statement herein not false or misleading in the light of the circumstances in which it was made (a misrepresentation ) and it was a misrepresentation, on the date of investment, an investor to whom this Offering Circular was delivered and who purchases the securities offered hereunder shall have, subject as hereinafter in this paragraph provided, while still the owner of any of the securities offered hereunder, a right of action, exercisable on written notice given not more than 180 days subsequent to the date of initial investment, either for damages or alternatively for rescission against the issuer provided that: (a) (b) (c) (d) the Co-Issuers will not be held liable under this paragraph if the investor purchased the Offered Securities with knowledge of the misrepresentation; in an action for damages, the Co-Issuers will not be liable for all or any portion of such damages that it proves do not represent the depreciation in value of the Offered Securities offered hereby as a result of the misrepresentation relied upon; in no case will the amount recoverable under this paragraph exceed the price at which the Offered Securities were sold to an investor; and the rights described above are in addition to and without derogation from any other right or remedy available at law to the investor. The foregoing summary is subject to the express provisions or the Securities Act (Ontario) and the regulations thereunder and reference is made thereto for the complete text of such provisions. The Issuer is located outside Canada and, accordingly, it may not be possible for purchasers to effect service of process within Canada upon the Issuer. In addition, all or substantially all of the assets of the Co-Issuers will be located outside Canada and, as a result, it may not be possible to satisfy a judgment obtained against the issuer in Ontario. Moreover, it may not be possible for purchasers to enforce a judgment obtained in Canadian courts against the issuer in the jurisdiction of the Issuer. 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, and this document may not be issued or passed to any such person. Notice to Residents of Cyprus This document does not constitute an offer or solicitation to the public in Cyprus or in any other member state of the European Union or to anyone in Cyprus other than a firm offering investment services, an insurance company or an undertaking for collective investment in transferable securities. This document does not constitute an offer or solicitation to any person to whom it is unlawful to make such an offer or solicitation. 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 JPMorgan, Sumitomo and the Co-Issuers has represented and agreed 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 Offered Securities 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, vi

8 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 at any time: (a) (b) (c) 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; 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 EUR 43,000,000 and (3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts; or in any other circumstances which do not require the publication by the Issuer 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. Notice to Residents of France Each of JPMorgan, Sumitomo and the Co-Issuers has represented and agreed that, in connection with its initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any Offered Securities by way of a public offering in France (an appel public à l épargne, as defined in Articles L and L of the Code, and subject to amendments to these Articles following the implementation in France of the Prospectus Directive). This Offering Circular is furnished to you solely for your information and may not be reproduced or redistributed to any other person. It is solely destined for persons or institutions to which it was initially supplied. This Offering Circular does not constitute an offer or an invitation to subscribe for or to purchase any securities and neither this Offering Circular nor anything contained herein shall form the basis of any contract or commitment whatsoever. This Offering Circular may not be distributed to the public in France or used in connection with any offer for subscription or sale of securities in France other than in accordance with Article L of the Code Monétaire et Financier and Décret no dated 1st October This Offering Circular has not been submitted to the Autorité des Marchés Financiers for approval and does not constitute an offer for sale or subscription of securities. Notice to Residents of Germany Please note that the Offered Securities may be re-qualified as a fund investment. The Offered Securities which are the object of this document are not registered for public distribution with the federal financial supervisory authority (Bundesanstalt für Finanzdienstleistungsaufsicht) according to the German Investment Act. Consequently, the interests in the Offered Securities must be exclusively distributed to clients with whom an investment relationship pre-exists. In particular, the Offered Securities may not be distributed within Germany by way of a public offer, public advertisement or in any similar manner and this Offering Circular and any other document relating to the interests in the Offered Securities, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of interests in the Offered Securities to the public in Germany or any other means of public marketing. No view on taxation is expressed. Prospective investors in Germany are urged to consult their own tax advisers as to the tax consequences that may arise from an investment in the Offered Securities. vii

9 Notice to Residents of Greece All information regarding the offering described herein, including this Offering Circular, is not for public use, as it has not been authorized for distribution to the public. As regards to Greek participants, each of JPMorgan, Sumitomo and the Co-Issuers has agreed that this Offering Circular and all related material are directed solely at persons who qualify as institutional investors, in the sense of decision 6/306/ of the Greek Capital Market Commission namely, mutual funds, portfolio investment companies, companies for the provision of investment services, credit institutions, insurance companies and social security funds. Offshore companies are excluded in any way. Notice to Residents of Hong Kong Each of JPMorgan, Sumitomo and the Co-Issuers has represented and agreed that it has not offered or sold and will not offer or sell in Hong Kong, using any document, any Offered Securities other than to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent) or in circumstances that is not an offer to the public within the meaning of the Companies Ordinance of Hong Kong. Each of JPMorgan and Sumitomo has further represented and agreed that it has not issued and will not issue any advertisement, invitation, or document relating to the Offered Securities, whether in Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offered Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance of Hong Kong and any rules made thereunder. Notice to Residents of Ireland Each of JPMorgan and Sumitomo has represented and agreed that it has not and will not do anything in Ireland in connection with the Offered Securities that might constitute a breach of the Investment Intermediaries Act Notice to Residents of Italy Each of JPMorgan, Sumitomo and the Co-Issuers has represented and agreed that it has not offered any Offered Securities nor distributed, in the context of an offer, any copies of the Offering Circular or any other document relating to the Offered Securities in the Republic of Italy ( Italy ), and will not offer any Offered Securities nor distribute, in the context of an offer, any copies of the Offering Circular or any other document relating to the Offered Securities in Italy. Notice to Residents of Japan The Offered Securities have not been and will not be registered under the Securities and Exchange Law of Japan (the SEL ). The Issuer or its agent will not offer or sell any Offered Securities in Japan except as a private placement to Qualified Institutional Investors (as defined under the SEL and the Cabinet Office Ordinance; hereafter QIIs or Qualified Institutional Investors ) and to a small number of other investors pursuant to the exemption available under Article 2, Paragraph 3, Item 2 (a) and (b) of the SEL after filing a securities notice with the Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan under the SEL and a registration statement concerning a foreign investment corporation with the Commissioner of the Financial Services Agency under the Law Concerning Investment Trusts and Investment Corporations of Japan (the Investment Trust Law ). The distributor in Japan is responsible for the placement of Offered Securities in Japan by way of an expanded private placement to a small number of persons basis provided for in Article 2, Paragraph 2, Item 3 (b) of the SE Law (Japan). Under this form of private placement, up to 49 investors can be solicited. Pursuant to Article 1-4, Paragraph 2 of the Ordinance of the Cabinet Office, QIIs are excluded for the purpose of counting the number of solicitees in a private placement under the following conditions: viii

10 (1) The number of QIIs solicited are 250 or less; and (2) The solicitation is made with a condition that the potential QII investor shall enter into a transfer agreement with the following covenants: (a) (b) It shall not transfer the securities to any person who is not a QII; and In the event it transfers the securities to another QII it shall deliver a document to the transferee at the time of, or prior to, the transfer describing (i) that any further transfer of the securities by the acquirer is prohibited except to a QII and (ii) that no securities registration statement has been filed because securities have been issued by way of a private placement to a small number of persons with exclusion of the number of QIIs, (iii) any transfer of securities should accompany a notice in writing describing that there is a restriction on resale of the securities and (iv) that a transferee has to deliver a document describing (i) and (ii). Furthermore the person who acquired or purchased the Offered Securities cannot transfer the Offered Securities unless all the Offered Securities acquired or purchased by such person are transferred to one person. The Issuer will not give its written consent to any transfer of Offered Securities if as a result thereof the total number of holders when aggregated with the total number of holders (in each case excluding holders, as the case may be, who qualify as non-residents, as defined as aforesaid) of securities similar to the Offered Securities which may have been issued on, or during the six month period ending on, the date of the relevant transfer shall exceed 49. For the purposes of the foregoing, (1) if the Offered Securities are Notes, securities similar to the Offered Securities means the securities with the same maturity and same coupon as the Offered Securities; and (2) if the Offered Securities are Preferred Shares, securities similar to the Preferred Shares means the securities with the same dividends as the Offered Securities. Notice to Residents of Jersey No person may circulate in the Island of Jersey this Offering Circular or any other offer for sale of any of the Offered Securities unless such offer does not, for the purposes of Article 6 of the Control of Borrowing (Jersey) Order 1958, as amended, constitute an offer to the public. Notice to Residents of Latvia The Offered Securities may be offered and sold in Latvia in accordance with the Law on Securities of 23 August 1995, provided, that the offer or sale of the Offered Securities cannot be construed as conducting intermediary activities in Latvia, and provided, that the Offered Securities are not put in public circulation. Notice to Residents of Luxembourg The Offered Securities may not be offered to the public in Luxembourg, unless the applicable legal and regulatory requirements, in particular the rules set forth in the 28 December 1990 Grand Ducal Regulation (on the requirements for the drawing-up, scrutiny and distribution of the prospectus to be published where transferable securities are offered to the public or of the prospectus to be published for the admission of transferable securities to official stock exchange listing), as amended, have been complied with. Notice to Residents of Norway The offering of the Offered Securities will not be a public offer in Norway and this Offering Circular is intended to be read by the addressee only. Notice to Residents of Panama The Offered Securities have not been and will not be registered with the National Securities Commission of the Republic of Panama under Decree Law N 1 of July 1999 (The Panamanian Securities Act ) and may not ix

11 be publicly offered and sold within Panama, except in certain limited transactions exempt from the registration requirements of the Panamanian Securities Act. These Securities do not benefit from the tax incentives provided by the Panamanian Securities Act and are not subject to regulation or supervision of the National Securities Commission of the Republic of Panama. Notice to Residents of Poland No permit has been obtained from the Polish Securities and Exchange Commission in relation to the issue of the Offered Securities. Accordingly, the Offered Securities may not be offered in the Republic of Poland ( Poland ) in the course of public trading, defined in the Polish Act on Public Trading in Offered Securities dated 21st August 1997 (as amended) as offering to sell or purchase or sales and purchases of securities issued in a series through use of mass media or other means if the offer is directed at more than 300 people or to an unnamed addressee ( public trading ). No such permit has been obtained and Offered Securities have not been offered, sold or delivered and will not be offered, sold or delivered in Poland in the course of public trading as part of their initial distribution or otherwise to residents of Poland. The acquisition and holding of the Offered Securities by residents of Poland may be subject to restrictions imposed by Polish law (including foreign exchange regulations) and that the offer and sale of the Offered Securities to Polish residents or within Poland in secondary trading may also be subject to restrictions. Notice to Residents of Portugal The Offered Securities have not been offered, advertised, sold, or delivered and will not be directly or indirectly offered, advertised, sold, re-sold, re-offered, or delivered in circumstances which could qualify as a public offer pursuant to the Código dos Valores Mobilários or in circumstances which could qualify the issue of the Offered Securities as an issue in the Portuguese market. The Offered Securities have not been directly or indirectly distributed and this Offering Circular, any other document, circular, advertisement, or any offering material will not be directly or indirectly distributed except in accordance with all applicable laws and regulations. Notice to Residents of Singapore This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore ( MAS ) under the Securities and Futures Act (Act 42 of 2001) of Singapore (the Securities and Futures Act ). Accordingly, the Offered Securities may not be offered or sold or be made the subject of an invitation for subscription or purchase nor may this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of such Offered Securities be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (1) to an institutional investor or other person falling within Section 274 of the Securities and Futures Act, (2) to a sophisticated investor (as defined in Section 275 of the Securities and Futures Act), and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (3) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Notice to Residents of Slovakia No approval of this Offering Circular has been sought or obtained from the Slovak Financial Market Authority in accordance with the Slovak Securities Act (No. 556/2001 Coll.) in respect of the Offered Securities. No application has been filed nor has any permission been obtained for accepting nor has any other arrangement for trading the Offered Securities on any public market in the Slovak Republic been made. Accordingly, JPMorgan has represented, warranted and agreed that it has not offered or sold or made any other arrangement, and will not offer or sell any other arrangement, in respect of the Offered Securities for their trading in the Slovak Republic, in a manner that would require the approval of the prospectus by the Slovak Financial Market Authority under the applicable laws valid in the Slovak Republic. x

12 Notice to Residents of Slovenia This offering of the Offered Securities has not been registered with or notified to the Offered Securities Market Agency of the Republic of Slovenia. The Offered Securities will not and may not be issued, offered, sold or advertised in the Republic of Slovenia except in a manner consistent with any registration, notification or approval under Securities Market Act (Official Gazette of the Republic of Slovenia no. 56/1999, as amended), Investment Funds and Management Companies Act (Official Gazette of the Republic of Slovenia No. 110/2002, as amended), and the Foreign Exchange Transactions Act (Official Gazette of the Republic of Slovenia no. 23/1999, as amended). Accordingly, the Offered Securities may not be issued, offered, sold, advertised, transferred or delivered to the public nor offered non-publicly within the meaning of the Securities Market Act in the Republic of Slovenia. Slovene residents may acquire the Offered Securities abroad only in accordance with the provisions of the applicable Slovenian legislation. Notice to Residents of South Africa The Offered Securities have not and will not be offered for sale or subscription, directly or indirectly, within the Republic of South Africa or to any person or corporate or other entity resident in the Republic of South Africa except (i) in accordance with the Exchange Control Regulations of the Republic of South Africa and (ii) to any entity resident or within the Republic of South Africa in accordance with the Companies Act, 1973 and the Regulations to the Banks Act, Notice to Residents of Sweden This Offering Circular is for the recipient only and may not in any way be forwarded to any other person or to the public in Sweden. It has not and will not be registered with the Swedish Financial Supervisory Authority pursuant to the Swedish Financial Instruments Trading Act (1991:980, as amended). Accordingly, this Offering Circular may not be made available, nor may the Offered Securities otherwise be marketed and offered in Sweden, other than in circumstances which are deemed not to be an offer to the public in Sweden under the Financial Instruments Trading Act. Notice to Residents of the United Kingdom Each of JPMorgan, Sumitomo and the Co-Issuers has represented and agreed that: (a) It has 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 ( FSMA )) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Co-Issuers; and (b) It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom. Information as to Sale or Placement within the United States This Offering Circular has been prepared by the Co-Issuers solely for use in connection with this offering. This Offering Circular is personal to each offeree to whom it has been delivered by the Co-Issuers, JPMorgan, Sumitomo or any affiliates thereof and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Offered Securities. Distribution of this Offering Circular to any persons other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited except as otherwise authorized under Certain Income Tax Considerations Tax Return Disclosure and Investor List Requirements. Each prospective purchaser in the United States, by accepting delivery of this Offering Circular, agrees to the foregoing and to make no copies of this Offering Circular or any documents related hereto and, if the offeree does not purchase Securities or the offering is xi