TRANSITION AUTO FINANCE II, INC. SUBSCRIPTION
$10,000,000 - 11% REDEEMABLE SECURED NOTES DUE JUNE 30, 2002 AGREEMENT
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BY COMPLETING AND EXECUTING THIS PAGE, THE INVESTOR HEREBY (i) ACKNOWLEDGES
READING AND UNDERSTANDING THE MATERIAL ON THE REVERSE SIDE, AND (ii) REPRESENTS,
WARRANTS, ACKNOWLEDGES AND AGREES TO ALL PROVISIONS SET FORTH BELOW AND ON THE
REVERSE SIDE.
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Investment Amount: $
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1. INVESTOR TYPE - (Check One)
(REFER TO THE SIGNATURE REQUIREMENTS IN SUBSCRIPTION INSTRUCTIONS ON
REVERSE SIDE)
/ / Individual / / ▇▇▇
/ / Joint Tenant with right of survivorship / / Custodian, Uniform Gift to Minors
/ / Trust / / Pension or Profit
/ / Corporation / / ▇▇▇▇▇ Plan
/ / General Partnership / / Other
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2. INVESTOR DATA - (Please Print)
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Name of Investor
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Social Security or Tax ID#
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2nd Investor Name
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2nd Investor Social Security #
RESIDENT ADDRESS OF INVESTOR:
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Street (Please do not use a P.O. Box)
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City & State Zip Code
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Home Phone Business Phone
3. SPECIAL REGISTRATION DIRECTIONS - Please complete this section
if the Note should be registered in the name of an ▇▇▇, trustee or
clearing broker (for the benefit of the investor's account). An
authorized representative of the custodian, trustee or clearing
broker must execute to evidence consent (see instruction 1 on
reverse hereof).
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Name of Custodian, Trustee or Clearing Brokerage Firm
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Address
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City & State Zip Code
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Tax ID # Business Phone
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Signature of Authorized Representative of Custodian,
Trustee or Clearing Brokerage Firm
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Name and Title of Authorized Representative
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FOR USE OF TRANSITION AUTO FINANCE II, INC.
Amount: $ Acceptance Date:
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Investor #: Investor State:
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4. SPECIAL PAYMENT DIRECTIONS: Complete this section to
direct payment checks and Form 1099s to an address other than the
residence address given in 2 above. (NOTE: IF THE INVESTMENT IS
MADE THROUGH AN ▇▇▇, TRUSTEE OR CLEARING BROKER, PAYMENTS MUST GO
TO CUSTODIAN, TRUSTEE OR CLEARING BROKER UNLESS OTHER AUTHORIZATION
IS ATTACHED HERETO):
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Name
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Address
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City & State Zip Code
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Account No. (for payment to a designated account)
5. INVESTOR SUITABILITY: (Read Carefully and Initial) My income
and net worth meet both the minimum required suitability standards
as stated in the Prospectus, and (if applicable) the higher
suitability standards applying to my state of residence. (By
signing, fiduciaries signing for beneficiaries represent that the
beneficiaries meet the applicable suitability standards.) ▇▇▇
Investors must initial, not the ▇▇▇ Trustee.
Investor's Initials 2nd Investor's Initials
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6. SIGNATURES - Signature must be identical to name of investor.
Unless the investor's registered representative signs on behalf of
the investor, the investor must sign below. Investment advisors
may not sign on behalf of the investor.
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Signature of Investor Date
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Print Name
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Signature of Second Investor Date
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Print Name
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Registered Representative's Signature (if signing on behalf
of investor)
7. REGISTERED REPRESENTATIVE STATEMENT - I, the Registered
Representative for the foregoing investor, hereby represent that:
(1) I have reasonable grounds to believe, on the basis of
information obtained from the investor concerning his age,
educational level, knowledge of investment, investment
objectives, other investments, financial situation, needs and any
other information known by me that (a) the investor is or will be
in a financial position appropriate to enable him to realize to a
significant extent the merits and risks described in the
Prospectus, (b) the investor has a fair market ne worth
sufficient to sustain the risks inherent in this investment,
including loss of investment and lack of liquidity, (c) the
investor satisfies both the minimum required suitability
standards stated in the Prospectus and (if applicable) the higher
suitability standards for the investor's state of residence, and
(d) this investment is otherwise suitable for the investor;
(2) I will maintain on file documents indicating that a
Prospectus has been delivered to the investor and disclosing the
basis upon which the determination of suitability was reached and
have, prior to execution of this Subscription Agreement, informed
the investor of all pertinent facts relating to the liquidity and
marketability of the Notes during the term of the investment; and
(3) If I am signing in 6 above on behalf of the investor,
information regarding the investor set forth above and the
representations, w arranties, acknowledgments, and agreements of
the investor on the reverse side hereof are true and complete and
are binding upon the investor.
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Registered Representative's Signature Date
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Print Name Phone
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Broker/Dealer Firm Name
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Address
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City & State Zip Code
SUBSCRIPTION AGREEMENT
The investor(s) signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of
11% Redeemable Secured Notes (the "Note") issued by Transition
Auto Finance II, Inc. ("Issuer"), as specified on the reverse
side hereof, encloses and hereby tenders the amount set forth on
the reverse side hereof as full payment for the Note for which he
is subscribing, and hereby agrees, subject to the Issuer's
acceptance of his subscription, to become a Noteholder in an
amount equal to the amount tendered. Subscriber agrees that he
may not revoke, cancel, terminate or withdraw his subscription or
his Subscription Agreement without the prior written consent of
the Issuer, and acknowledges that the Issuer may reject his
subscription for any reason whatsoever. The minimum investment
is $5,000 (or $2,000 for individual Retirement Accounts).
2. Subscriber hereby acknowledges receipt of a copy of the
current Prospectus for Transition Auto Finance II, Inc. 11%
Redeemable Secured Notes Due June 30, 2002 ("Prospectus") and
understands that the Note being acquired will be governed by the
terms of the Indenture referenced in such Prospectus and such
other documents as may be referenced therein. Subscriber further
understands and agrees that, following Issuer's acceptance of his
subscription, he shall receive a Note that shall evidence his
status as a Noteholder of Issuer, such Note to be in the form
specified in the Indenture. The information set forth on the
signature page hereof is true and accurate and Subscriber has
proper authority to execute this Subscription Agreement and make
this Investment.
3. Subscriber hereby represents that this purchase is made for
the Subscriber's own account and not with a view toward
distribution. Subscriber understands that it is not anticipated
that an active market will ever develop for the Note, and that
accordingly it may be impossible for Subscriber to liquidate his
investment in the Note, even in the event of an emergency. Any
transfer of the Note must comply with the requirements of the
Prospectus, the Note and with any additional requirements imposed
by laws or by any governmental authorities.
4. Subscriber hereby acknowledges that the Escrow Agent's sole
role in the offering described in the Prospectus is that of
escrow agent, and that the Escrow Agent has not reviewed the
Prospectus and makes no representations whatsoever as to the
nature of such offering or the compliance of such offering with
any applicable state or federal laws, rules or regulations.
Subscriber also understands that the Issuer (and not the Escrow
Agent) will make all computations regarding the amount of
interest (if any) that will be paid to such Subscriber with
respect to his subscription payment.
5. TAX REPRESENTATIONS: Under penalties of perjury, Subscriber
hereby certifies that (i) the number shown on this form and on
the accompanying IRS Work W-9 is Subscriber's correct taxpayer
identification number, and (ii) that Subscriber is not subject to
backup withholding because (A) Subscriber has not been notified
that Subscriber is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal
Revenue Service has notified Subscriber that Subscriber is no
longer subject to backup withholding. Under penalties of
perjury, unless express written disclosure to the contrary is
delivered to the Issuer together with this form, Subscriber
certifies that Subscriber is not a non-resident alien individual,
a foreign partnership, a foreign corporation, or a foreign estate
or trust, which would be a foreign person within the meaning of
Section 1441, 1146 and 7701(a) of the Internal Revenue Code of
1986, as amended, and that Subscriber will notify the Issuer
before a change in Subscriber's foreign status.
SUBSCRIPTION INSTRUCTIONS
1. Complete all applicable items and sign and date this
Subscription Agreement in the places indicated. Subscribers
should use full names (not initials). If you have previously
subscribed for a Note in this offering and wish to subscribe for
an additional Note, please complete the entire Subscription for
the new Note. NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED UNLESS
FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE PAYMENT.
Parts 3 and 4 need not be completed unless the investor wishes to
provide special payment delivery instructions (Part 4) or to
register his Note in the name of an ▇▇▇, trustee or clearing
brokerage firm. A separate IRS Form W-9 must be completed,
executed and submitted by the custodian, trustee or clearing
brokerage firm.
2. Make your subscription check payable to "Great Nation
Investment Corporation" for the amount entered under "Amount
Enclosed" in the Subscription Agreement. Mail or deliver your
signed Subscription Agreement and your check to your Registered
Representative.
3. Registered Representatives: Please forward signed
Subscription Agreements and checks to Great Nation Investment
Corporation, ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
Attention: Mr. ▇▇▇ Treat.
The following signature and other documentation requirements have
been established for the following forms of ownership of the
Notes:
JOINT TENANTS AND TENANTS IN COMMON: The signatures of all
joint tenants and tenants in common investors are required unless
a separate document, signed by all parties and designating one a
the agent of the other(s) for purposes of signing the
Subscription Agreement, accompanies the Subscription Agreement.
CORPORATION: The signature(s) of an officer(s) authorized to
sign on behalf of the Corporation is (are) required.
PARTNERSHIP: Specify whether the Subscriber is a general or
limited partnership. If it is a general partnership, the
signatures of all partners are required. If it is a limited
partnership, the signatures of all general partners are required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of
the custodian, not of the parent (unless the parent has been
designated as the custodian). Only one child is permitted in each
investment under the Uniform Gifts to Minors Act. Different
requirements may apply in your state. Please consult your
attorney for information regarding these requirements.
If you have any questions regarding these requirements, please
call TRANSITION AUTO FINANCE II, INC., AT ▇▇▇-▇▇▇-▇▇▇▇.