AMENDED AND RESTATED SUPPLEMENT TO
----------------------------------
TRUST AGREEMENT
---------------
FOR
---
TERM SERIES 1999-1
------------------
This Amended and Restated Supplement to Trust Agreement for Term Series
1999-1 (as amended or modified from time to time, this "Supplement"), dated as
of April 14, 2000, is entered into among Allegiance Funding I, LLC, a Delaware
limited liability company (successor to Allegiance Funding Corp. I) (the
"Depositor"), Manufacturers and Traders Trust Company, a New York banking
corporation (the "Trustee"), and Point West Capital Corporation, a Delaware
corporation (the "Servicer").
This Supplement incorporates by reference all of the provisions of the
Trust Agreement (the "Trust Agreement"), dated as of August 1, 1998, among the
Depositor, the Servicer and the Trustee entered into in connection with the
transactions described below. This Supplement amends and restates in its
entirety the Supplement to Trust Agreement for Term Series 1999-1, dated as of
September 15, 1999 (the "Prior Supplement"), among such parties.
The Depositor duly authorized the execution and delivery of the Prior
Supplement to provide for the issuance of the Allegiance Capital Trust I Term
Certificates, Series 1999-1 (the "99-1 Term Certificates"), which consists of
the Class A Certificates, Series 1999-1(the "Class A Certificates"), Class B
Certificates, Series 1999-1 (the "Class B Certificates"), Class C Certificates,
Series 1999-1 (the "Class C Certificates"), Class D Certificates, Series 1999-1
(the "Class D Certificates"), Class E Certificates, Series 1999-1 (the "Class E
Certificates"), Class F Certificates, Series 1999-1 (the "Class F
Certificates"), and Class R Certificates, Series 1999-1 (the "Class R
Certificates") with no aggregate principal amount, each issuable as provided in
the Trust Agreement. This Series of Certificates has been designated as a "Term
Series" under the Trust Agreement. The Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
Certificates have initial credit ratings from the Rating Agency of AA, A, BBB,
BB and B, respectively, and the Class F and Class R Certificates are not rated.
Pursuant to Section 2.02 of the Trust Agreement, this Supplement sets forth the
following additional terms applicable to this Series of Certificates.
Section 1. Definitions.
---------- ------------
"Applicable Rate Spread": For each of the Class A, Class B, Class C,
Class D, Class E, Class F and Class R Certificates within this Series, the
amount specified below:
Class A = 2.00% per annum for Funding Amounts
funded by this Class prior to April 14,
2000; and 2.05% per annum for Funding
Amounts funded by this Class thereafter;
Class B = 2.35% per annum for Funding Amounts
funded by this Class prior to April 14,
2000; and 2.40% per annum for Funding
Amounts funded by this Class thereafter;
Class C = 3.50% per annum
Class D = 7.50% per annum
Class E = 8.50% per annum
Class F = 0.0% per annum
Class R = 0.0% per annum
"Blended Interest Rate": means for each Class of Certificates other
than the Class F and the Class R Certificates, a per annum interest rate
determined as of each Term Reset Date equal to the weighted
1
average of (i) the Certificate Interest Rate as in effect on the day prior to
such Term Reset Date and (ii) the Treasury Rate determined as of such Term Reset
Date plus the Applicable Rate Spread, if any, for such Class. Such weighted
average shall be weighted by reference to the Outstanding Principal Amount of
such Class as of such Term Reset Date as compared to the increase in the
Outstanding Principal Amount of such Class taking effect on the related Term
Funding Date.
"Certificate Interest Rate": With respect to (i) the Class A, Class B,
Class C, Class D and Class E Certificates (other than a Sub-Class), (A) for
Accrual Periods commencing prior to the first Term Funding Date after the
Delivery Date, a per annum rate equal to the Initial Certificate Interest Rate
for such Class and (B) for Accrual Periods commencing on or after such Term
Funding Date, a per annum rate equal to the Blended Interest Rate for such
Class; (ii) with respect to any Sub-Class of Certificates, the applicable
Sub-Class Interest Rate and (iii) with respect to the Class F Certificates, the
Class F Interest Rate.
"Class A Certificate": Any Certificate of this Series designated as a
Class A Certificate or Class A-FL Certificate, substantially in the form
attached hereto as Exhibit A, and which is Outstanding as of any date.
"Class B Certificate": Any Certificate of this Series designated as a
Class B Certificate or Class B-FL Certificate, substantially in the form
attached hereto as Exhibit B, and which is Outstanding as of any date.
"Class C Certificate": Any Certificate of this Series designated as a
Class C Certificate, substantially in the form attached hereto as Exhibit C, and
which is Outstanding as of any date.
"Class D Certificate": Any Certificate of this Series designated as a
Class D Certificate, substantially in the form attached hereto as Exhibit D, and
which is Outstanding as of any date.
"Class E Certificate": Any Certificate of this Series designated as a
Class E Certificate, substantially in the form attached hereto as Exhibit E, and
which is Outstanding as of any date.
"Class F Certificate": Any Certificate of this Series designated as a
Class F Certificate, substantially in the form attached hereto as Exhibit F, and
which is Outstanding as of any date.
"Class F Interest Rate": means a per annum rate equal to 17.5%.
"Class R Certificate": Any Certificate of this Series designated as a
Class R Certificate, substantially in the form attached hereto as Exhibit G, and
which is Outstanding as of any date.
"Class Commitment Percentage:" With respect to each Class, the meaning
set forth in the Purchase Agreement applicable to this Series.
"Delivery Date": September 21, 1999.
"Funding Termination Event": The cumulative Funding of Series 99-1 Term
Certificates having an aggregate original principal amount of $60,000,045.
"Initial Certificate Interest Rate": The amount specified below for
each Class of Certificates in this Series:
Class A = 7.250%
2
Class B = 7.490%
Class C = 8.510%
Class D = 13.050%
Class E = 13.290%
Class F = 17.500%
"Initial Funding Amount": The amount specified below for each Class of
Certificates in this Series:
Class A = $17,750,000.00
Class B = $ 1,775,000.00
Class C = $ 2,045,000.00
Class D = $ 1,775,000.00
Class E = $ 1,290,000.00
Class F = $ 2,673,529.24
Class R = $ 0.00
"Initial Payment Date": October 15, 1999.
"LIBOR Rate": With respect to each Accrual Period, a per annum interest
rate equal to the rate for London interbank offered quotations for one-month
Eurodollar deposits determined by the Servicer for such Accrual Period as
follows:
(a) On each Term Reset Date, the Servicer will determine the LIBOR Rate
on the basis of the rate for deposits in U.S. Dollars for a period of
one month that appears on Bloomberg MMR2 or, if unavailable, Telerate
Page 3750, as of 11:00 a.m. (London time) on such Term Reset Date.
(b) If such rate does not appear on Telerate Page 3750 or Bloomberg
MMR2, the rate for such Term Reset Date will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by the
Reference Banks at approximately 11:00 a.m. (London time) on such date
to prime banks in the London interbank market for a period of one month
commencing on that Term Reset Date. The Servicer will request the
principal London office of each of the Reference Banks to provide such
a quotation. If, on any Term Reset Date: (i) at least two Reference
Banks provide quotations when requested, the LIBOR Rate for such Term
Reset Date will be the arithmetic mean of the quotations so received;
or (ii) only one or none of the Reference Banks provides such a
quotation, the LIBOR Rate will be the arithmetic mean of the offered
rates quoted by major banks in New York City selected by the Servicer
at approximately 11:00 a.m. (New York City time) on such Term Reset
Date for loans to leading European banks in U.S. Dollars for a period
of one month commencing on that Term Reset Date.
(c) If, on any Term Reset Date, the LIBOR Rate cannot be calculated
pursuant to one of the above methods, the LIBOR Rate for such Term
Reset Date shall be the rate as most recently determinable under such
methods.
"Maximum Series Amount": $60,000,045, allocated to each Class (or
Sub-Class) of Certificates in this Series as provided on the Term Funding
Schedule.
"Minimum Funding Amount": Fifteen million dollars ($15,000,000), to be
funded among the various Classes Outstanding in accordance with their relative
Maximum Series Amounts; or, with respect to the final issuance of Term
Certificates hereunder, such smaller amount necessary to reach the Maximum
Series Amount.
3
"Pro Rata Share": With respect to (i) a Class of Certificates in this
Series, a fraction, expressed as a percentage, the numerator of which is the
aggregate Outstanding Principal Amount of such Class, and the denominator of
which is the Series Principal Amount; and (ii) a Certificate or
Certificateholder within a Class, a fraction, expressed as a percentage, the
numerator of which is the Outstanding Principal Amount of such Certificate, and
the denominator of which is the Outstanding Principal Amount of all Certificates
in the Class.
"Scheduled Funding Termination Date": December 15, 2000.
"Series Distributable Amount": As defined in Section 8 hereof.
"Series Termination Date": For each of the Class A, Class B, Class C,
Class D, Class E, Class F and Class R Certificates in this Series, the date
specified below:
Class A = July 15, 2019
Class B = July 15, 2019
Class C = July 15, 2019
Class D = July 15, 2019
Class E = July 15, 2019
Class F = July 15, 2019
Class R = July 15, 2019
"Sub-Class": A Class A or Class B Certificate designated to accrue
interest at a floating rate in accordance with Section 4 hereof.
"Sub-Class Interest Rate": For each Sub-Class, a per annum rate equal
to the LIBOR Rate as of the Term Reset Date plus the Applicable Rate Spread less
0.25%, or as otherwise set forth on the Term Funding Schedule delivered to the
Trustee in connection with the designation and Funding of such Sub-Class
pursuant to Section 4 hereof.
"Term Funding Date": Any Funding Date on which the Depositor obtains a
Funding under the 99-1 Term Certificates.
"Term Funding Schedule": The schedule attached hereto as Schedule A, as
supplemented from time to time pursuant to Section 6 hereof and delivered with a
Funding Report related to a Term Funding Date. Such Term Funding Schedule, as
amended from time to time, is incorporated herein by this reference.
"Term Reset Date": With respect to the Blended Rate, the second
Business Day preceding a Term Funding Date.
"Transaction Documents Date": Unless otherwise, indicated as of
September 1, 1999.
"Treasury Rate": As determined on each Term Reset Date with respect to
each Class of Certificates of this Series (other than the class F and Class R
Certificates), a per annum rate equal to the bond equivalent yield on actively
traded U.S. government securities with a maturity that most closely corresponds
to the weighted average life of the Loans as set forth on page "USD" of the
Bloomberg Financial Markets Screen (or if not available, any other nationally
recognized trading screen reporting on-line intra-day trading in United States
government securities) at 11:00 a.m. (New York time) on such Term Reset Date, or
in the event no such nationally recognized trading screen is available, the
arithmetic mean of the yields for the applicable two columns under the heading
"Week Ending" published in the Federal Reserve H.15 Statistical Release
4
under the caption "Treasury Constant Maturities" for maturities that most
closely correspond to the weighted average life of such Class.
Section 2. Clarification of Provisions in Trust Agreement as they Relate
---------- -------------------------------------------------------------
to this Series.
---------------
(a) For all purposes of the Trust Agreement and any Supplement thereto,
the term Class D Percentage shall be deemed to refer to the Class F Certificates
of this Series and not the Class D Certificates of this Series.
(b) Notwithstanding Section 5.03(d)(ii) of the Trust Agreement, so long
as any Class of Certificates in this Series remains Outstanding, any excess
funds that would otherwise be released from the Reserve Account pursuant to such
Section shall instead be distributed as follows:
(i) first to the Depositor, to the extent of any
unreimbursed deposits made by it pursuant to any
Series Supplement; and
(ii) second to the Holders of the Class F Certificates, to
the extent of any overdue interest owing with respect
to such Class;
(iii) third, to the Holders of the Class R Certificates of
any Term Series then Outstanding and if no such
Certificates are then Outstanding, to the Depositor.
Section 3. Class R Certificates.
---------- ---------------------
The Class R Certificates shall be entitled to receive distributions as
provided in Section 8 hereof, along with (a) amounts released from the Reserve
Account to the extent provided in Section 5.03(d) of the Trust Agreement (as
modified by Section 2 of this Supplement) and (b) Prepayment Fee Collections to
the extent provided in Section 5.01(f)(v) of the Trust Agreement.
Section 4. Procedures for Obtaining Fundings.
(a) Conditions Precedent. Each Funding under this Series is subject to
--------------------
the satisfaction of the following conditions precedent on the relevant date
specified below:
(i) fifteen (15) days prior to the Term Funding Date (or such
shorter period of time as may be agreed to by the Certificateholder
Agent in its sole discretion), the Depositor shall deliver to the
Certificateholder Agent and the Certificateholders of this Series a
draft Funding Report indicating the amount of the Funding (which shall
be within a 5% plus or minus variance, except in connection with the
final Funding under this Series) and including any proposed changes to
the Term Funding Schedule;
(ii) five (5) Business Days prior to the requested Term
Funding Date the Depositor shall deliver to the Certificateholder
Agent, the Certificateholders of this Series and the Trustee the final
Funding Report, the Term Funding Schedule, and an executed AFI
Certificate substantially in the form attached hereto as Exhibit I;
(iii) (A) after giving effect to such Funding, the applicable
Maximum Series Amount shall not be exceeded and (B) the Depositor shall
use the proceeds of such Funding to repay the 98-1 Revolving
Certificates;
5
(iv) such Funding shall occur on a date prior to the
applicable Funding Termination Date and shall be at least equal to the
Minimum Funding Amount for this Series when aggregated with any amounts
to be funded on such Term Funding Date under subsection (a) above;
(v) after giving effect to such Funding, there shall not have
been more than four (4) Fundings under this Series;
(vi) no Default (other than a Servicing Advisor Default),
Depositor Event of Default, Servicer Event of Default, Special Servicer
Event of Default or Servicing Advisor Event of Default shall exist or
shall result from the Funding;
(vii) both before and after giving effect to such Funding, the
Pool Performance Condition shall be met; and
(viii) such other conditions as may be specified in the
related Certificate Purchase Agreements.
(b) Preparation of Funding Report. In connection with each Funding
----------------------------
under this Series, the Depositor shall prepare the Funding Report, including the
Term Funding Schedule, and shall calculate the Certificate Interest Rate that
will be in effect after such Funding. Each Funding Report together with the
applicable Term Funding Schedule shall be countersigned by the Certificateholder
Agent to evidence its approval of the contents thereof.
Section 5. Floating Rate Sub-Classes.
---------- --------------------------
(a) With respect to any Funding made under this Series after the Series
Principal Amount equals at least $30,000,000, and subject to certain conditions
specified in the Certificate Purchase Agreement for this Series, the Depositor
may designate all or a portion of the Funding Amount to be funded by the Class A
or Class B Certificates on such date as a Sub-Class that accrues interest based
on the LIBOR Rate. Notwithstanding the foregoing, the cumulative amount of such
Fundings that may be designated as a Sub-Class shall not exceed $10,000,000
without the prior written consent of the Certificateholder Agent. The Depositor
shall make such Sub-Class designation in the Term Funding Schedule delivered
with the Funding Report applicable to such Term Funding Date and shall include
in such Term Funding Schedule the Sub-Class Interest Rate applicable to such
Sub-Class. Any such Sub-Class shall accrue interest at the interest rate set
forth on such schedule and shall be paid principal and interest pari passu with
its corresponding Class of 99-1 Term Certificates.
(b) Certificates evidencing a Sub-Class shall be issued by the
Depositor and authenticated by the Trustee in connection with the initial
Funding of any Sub-Class hereunder.
(c) On or before the date for initial issuance of any Sub-Class, the
Depositor shall provide confirmation from the Rating Agency of the initial
rating on each Class of Rated Certificates in any Series then Outstanding,
including such Sub-Class.
Section 6. Adjustments to Term Funding Schedule and Sharing of Fundings.
---------- -------------------------------------------------------------
As of the Delivery Date, the Term Funding Schedule is as set forth on
Schedule A hereto. A revised Term Funding Schedule shall be included with each
Funding Report delivered in connection with a Term Funding Date from time to
time thereafter and a draft revised Term Funding Schedule shall be included with
the draft Funding Report prepared in connection with such Term Funding Date.
Each such Term Funding
6
Schedule shall specify the dollar amount that each Class (or Sub-Class) of this
Series shall fund in connection with the related Funding. Each Certificateholder
within a Class (or Sub-Class) shall fund in the aggregate its Class Commitment
Percentage of each Funding Amount allocable to such Class (or Sub-Class).
Section 7. Calculation of Rates.
---------- ----------------------
On the Term Reset Date preceding each Term Funding Date, the Servicer
shall calculate, and the Certificateholder Agent shall approve in writing, the
Blended Interest Rate (and the components thereof) for each Class of
Certificates that will take effect as of such Term Funding Date, and notify the
Certificateholder Agent and the Trustee in writing of the rates or other amounts
determined with respect to each such calculation. If a Term Funding Date occurs
in the middle of an Accrual Period, for purposes of determining the Certificate
Interest Rate, the Accrual Period for the portion of the 99-1 Term Certificates
so funded shall be deemed to commence on such Term Funding Date.
Section 8. Distributions.
---------- --------------
Subject to the adjustments provided for in Section 5.02(c) of the Trust
Agreement, on each Payment Date, the Trustee shall withdraw all funds then in
the Distribution Account for such Series (the "Series Distributable Amount") and
shall make the following disbursements in the following order of priority (in
accordance with the provisions of and instructions on the monthly Servicer
Report); provided, however, that all Recovery Proceeds, if any, included in the
Series Distributable Amount shall be treated as Principal Collections for
purposes hereof:
(a) to the extent of the Series Distributable Amount not
attributable to the Series Percentage of Principal Collections, to pay the
interest accrued as of that Payment Date on all outstanding Class A Certificates
of this Series and any overdue interest;
(b) to the extent of the Series Distributable Amount not
attributable to the Series Percentage of Principal Collections, to pay the
interest accrued as of that Payment Date on all outstanding Class B Certificates
of this Series and any overdue interest;
(c) to the extent of the Series Distributable Amount not
attributable to the Series Percentage of Principal Collections, to pay the
interest accrued as of that Payment Date on all outstanding Class C Certificates
of this Series and any overdue interest;
(d) to the extent of the Series Distributable Amount not
attributable to the Series Percentage of Principal Collections, to pay the
interest accrued as of that Payment Date on all outstanding Class D Certificates
of this Series and any overdue interest;
(e) to the extent of the Series Distributable Amount are not
attributable to the Series Percentage of Principal Collections, to pay the
interest accrued as of that Payment Date on all outstanding Class E Certificates
of this Series and any overdue interest;
(f) to the extent of the Series Percentage of any Interest
Collections in excess of Scheduled Expenses and amounts distributed pursuant to
clauses (a) - (e) above, to (i) deposit into the Reserve Account an amount equal
to the Series Percentage of the amount necessary to bring the balance therein to
an amount equal to the Reserve Account Required Balance and then (ii) pay
interest accrued as of that Payment Date on all outstanding Class F Certificates
of this Series;
7
(g) to the extent of any remaining Series Collections, to pay to
the Class A Certificateholders, including any related Sub-Class
Certificateholders, of this Series (i) an amount equal to its Pro Rata Share of
the Principal Distribution Amount allocable this Series, to be applied to the
payment of the Outstanding Principal Amount of such Certificates until such
Outstanding Principal Amount is repaid in full, provided, however, that on any
Payment Date on which the Pool Performance Condition is not met, to pay to the
Class A Certificateholders, including any related Sub-Class Certificateholders,
of this Series any remaining Series Collections to be applied to the payment of
the Outstanding Principal Amount of such Certificates until such Outstanding
Principal Amount is repaid in full and (ii) any remaining overdue interest;
(h) to the extent of any remaining Series Collections, to pay to
the Class B Certificateholders, including any related Sub-Class
Certificateholders, of this Series (i) an amount equal to its Pro Rata Share of
the Principal Distribution Amount allocable this Series, to be applied to the
payment of the Outstanding Principal Amount of such Certificates until such
Outstanding Principal Amount is repaid in full, provided, however, that on any
Payment Date on which the Pool Performance Condition is not met, to pay to the
Class B Certificateholders, including any related Sub-Class Certificateholders,
of this Series any remaining Series Collections to be applied to the payment of
the Outstanding Principal Amount of such Certificates until such Outstanding
Principal Amount is repaid in full and (ii) any remaining overdue interest;
(i) to the extent of any remaining Series Collections, to pay to
the Class C Certificateholders of this Series (i) an amount equal to its Pro
Rata Share of the Principal Distribution Amount allocable this Series, to be
applied to the payment of the Outstanding Principal Amount of such Certificates
until such Outstanding Principal Amount is repaid in full, provided, however,
that on any Payment Date on which the Pool Performance Condition is not met, to
pay to the Class C Certificateholders of this Series any remaining Series
Collections to be applied to the payment of the Outstanding Principal Amount of
such Certificates until such Outstanding Principal Amount is repaid in full and
(ii) any remaining overdue interest;
(j) to the extent of any remaining Series Collections, to pay to
the Class D Certificateholders of this Series (i) an amount equal to its Pro
Rata Share of the Principal Distribution Amount allocable this Series, to be
applied to the payment of the Outstanding Principal Amount of such Certificates
until such Outstanding Principal Amount is repaid in full, provided, however,
that on any Payment Date on which the Pool Performance Condition is not met, to
pay to the Class D Certificateholders of this Series any remaining Series
Collections to be applied to the payment of the Outstanding Principal Amount of
such Certificates until such Outstanding Principal Amount is repaid in full and
(ii) any remaining overdue interest;
(k) to the extent of any remaining Series Collections, to pay to
the Class E Certificateholders of this Series (i) an amount equal to its Pro
Rata Share of the Principal Distribution Amount allocable this Series, to be
applied to the payment of the Outstanding Principal Amount of such Certificates
until such Outstanding Principal Amount is repaid in full, provided, however,
that on any Payment Date on which the Pool Performance Condition is not met, to
pay to the Class E Certificateholders of this Series any remaining Series
Collections to be applied to the payment of the Outstanding Principal Amount of
such Certificates until such Outstanding Principal Amount is repaid in full and
(ii) any remaining overdue interest;
(l) to pay to the Class F Certificateholders, any remaining
Principal Collections until such Outstanding Principal Amount is repaid in full;
(m) to pay to the Trustee, the Servicer, the Special Servicer and
the Servicing Advisor any other amounts due to them as expressly provided in the
Trust Agreement or in the Servicing Agreement, including Recovery Expenses not
previously reimbursed and deferred Servicer Fees, Special Servicer Fees, and
Servicing Advisor Fees not otherwise paid pursuant to any Supplement or other
Transaction Document;
8
(n) upon the occurrence of a Depositor Event of Default, an amount
sufficient to reimburse the Trustee and the Certificateholders for any expenses
incurred by them in enforcing remedies available under Section 6.02 of the Trust
Agreement;
(o) to pay to the Class F Certificateholders, any accrued but
unpaid interest (including overdue interest) and their remaining Pro Rata Share
of the Principal Distribution Amount not already paid above; and
(p) to pay any and all remaining funds to the Class R
Certificateholders.
Section 9. Limitation of Transfer and Exchange of Class F Certificates.
---------- -----------------------------------------------------------
So long as any Rated Certificates are Outstanding, the Depositor shall
maintain legal and beneficial ownership of at least 51% of the Outstanding
Principal Amount of the Class F Certificates, unless otherwise agreed to in
writing by the Controlling Holders, which consent will not be unreasonably
withheld if (i) the purpose of such reduction in legal or beneficial ownership
is to generate funds for reinvestment in the business of the Depositor or
Allegiance Capital, LLC and (ii) the making of such investment is not materially
adverse to the interests of the Certificateholders.
Section 10. Minimum Denominations.
----------- ----------------------
The Certificates of this Series shall be issuable without minimum
denominations.
Section 11. Distribution In-Kind.
----------- ---------------------
The parties hereto, by their execution of this Supplement, and the
Holders of the 99-1 Term Certificates, by their execution of the Purchase
Agreement, acknowledge and approve the distribution in-kind by the Trustee to
the Holder of the Class D-R Revolving Certificate, Series 1998-1 of all right,
title and interest in and to *** and any Loan Assets related to such Loan in
lieu of a portion of the cash prepayment otherwise being made to such Holder as
of the Delivery Date. The in kind distribution shall be credited against the
cash prepayment due to such Holder in an amount equal to the unpaid principal
balance of such Loan, as shown on the Repurchase Price Calculation Statement
included in the Servicer Report dated September 13, 1999. The Trustee is hereby
directed to execute and deliver all assignments, note endorsements and other
documentation necessary to effectuate such distribution in kind.
Section 12. General Provisions.
----------- -------------------
As supplemented by this Supplement, the Trust Agreement is in all
respects ratified and confirmed and the Trust Agreement as so supplemented shall
be read, taken and construed as one and the same instrument. In the event that
any term or provision contained herein shall conflict with or be inconsistent
with any term or provision contained in the Trust Agreement, the terms and
conditions of the Supplement shall be controlling.
The 99-1 Certificates shall be deemed amended according to the terms of
this Amended and Restated Supplement. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the existing 99-1 Certificates, the terms and conditions
of this Amended and Restated Supplement shall be controlling. The holders of the
99-1 Certificates shall not be required to exchange their existing Certificates
for amended Certificates.
***Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
9
This Supplement shall be construed in accordance with and governed by
the internal laws of the State of New York applicable to agreements made and to
be performed therein.
This Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
10
IN WITNESS WHEREOF, the Depositor, the Trustee and the Servicer have
caused this Supplement to be executed by their respective duly authorized
officers as of the date and year first written above.
ALLEGIANCE FUNDING I, LLC, as the
Depositor
By: ALLEGIANCE MANAGEMENT CORP., as Manager
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
MANUFACTURERS AND TRADERS TRUST
COMPANY, as the Trustee
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
POINT WEST CAPITAL CORPORATION, as
the Servicer
By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
Consented and Agreed:
Each of the Certificateholders authorizes and directs the Trustee to execute the
foregoing.
PACIFIC LIFE INSURANCE COMPANY
(Certificates held in the nominee name MAC & CO.)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Assistant Vice President
Date: 4/14/00
By: /s/ ▇▇▇▇▇▇ ▇. Milfs
Its: Corporate Secretary
Date: 4/14/00
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice President
Date: 4/14/00
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: Associate Vice President
Date: 4/13/00
LIBERTY LIFE INSURANCE COMPANY
(Certificates held in the nominee name HARE &
CO.)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its: Authorized Officer
Date: 4/14/00
▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Its: Partner
Date: 4/13/00
EXHIBIT A
---------
FORM OF CLASS A TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS A CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. A % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS A TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
A-1
Registered Owner:
----------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class A Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class A Certificates")
issued and to be issued under the Trust Agreement. This Class A Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class A Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that each
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class A Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class A Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
A-2
The principal of this Class A Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
A Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class A Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class A Certificate and of any Class
A Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class A
Certificate. Each installment of principal payable on this Class A Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class A Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class A Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class A Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class A Certificate bears to the Outstanding
Principal Amount of all Class A Certificates of such Series; provided that, if
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class A Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class A Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class A Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
A-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class A Certificates
of the 1999-1 Series and all other Series of Class A Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class A Certificateholders equally and ratably without prejudice,
priority or distinction between any Class A Certificate by reason of time of
issue or otherwise. The Class A Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class A Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class A Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency. Payments of principal in the Class A Certificates are
senior to payments of principal on other classes having a lower credit rating
from the Rating Agency and are subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
A-4
This Class A Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class A Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class A Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
A-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class A Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------
EXHIBIT B
---------
FORM OF CLASS B TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS B CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. B % of Class
----- ------
ALLEGIANCE CAPITAL TRUST I
CLASS B TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
B-1
Registered Owner:
-------------------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class B Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class B Certificates")
issued and to be issued under the Trust Agreement. This Class B Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class B Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that each
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class B Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class B Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
B-2
The principal of this Class B Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
B Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class B Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class B Certificate and of any Class
B Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class B
Certificate. Each installment of principal payable on this Class B Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class B Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class B Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class B Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class B Certificate bears to the Outstanding
Principal Amount of all Class B Certificates of such Series; provided that, if
--------
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class B Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class B Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class B Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
B-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class B Certificates
of the 1999-1 Series and all other Series of Class B Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class B Certificateholders equally and ratably without prejudice,
priority or distinction between any Class B Certificate by reason of time of
issue or otherwise. The Class B Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class B Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class B Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency. Payments of principal in the Class B Certificates are
senior to payments of principal on other classes having a lower credit rating
from the Rating Agency and are subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
B-4
This Class B Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class B Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class B Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
B-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class B Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------
EXHIBIT C
---------
FORM OF CLASS C TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS C CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. C % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS C TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
C-1
Registered Owner:
--------------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class C Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class C Certificates")
issued and to be issued under the Trust Agreement. This Class C Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class C Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that each
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class C Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class C Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
C-2
The principal of this Class C Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
C Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class C Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class C Certificate and of any Class
C Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class C
Certificate. Each installment of principal payable on this Class C Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class C Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class C Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class C Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class C Certificate bears to the Outstanding
Principal Amount of all Class C Certificates of such Series; provided that, if
--------
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class C Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class C Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class C Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
C-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class C Certificates
of the 1999-1 Series and all other Series of Class C Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class C Certificateholders equally and ratably without prejudice,
priority or distinction between any Class C Certificate by reason of time of
issue or otherwise. The Class C Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class C Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class C Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency. Payments of principal in the Class C Certificates are
senior to payments of principal on other classes having a lower credit rating
from the Rating Agency and are subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class C Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
C-4
This Class C Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class C Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class C Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
C-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class C Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
------------------------------------------------------------------------------
EXHIBIT D
---------
FORM OF CLASS D TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS D CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. D % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS D TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
D-1
Registered Owner:
-----------------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class D Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class D Certificates")
issued and to be issued under the Trust Agreement. This Class D Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class D Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that each
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class D Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class D Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
D-2
The principal of this Class D Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
D Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class D Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class D Certificate and of any Class
D Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class D
Certificate. Each installment of principal payable on this Class D Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class D Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class D Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class D Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class D Certificate bears to the Outstanding
Principal Amount of all Class D Certificates of such Series; provided that, if
--------
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class D Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class D Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class D Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
D-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class D Certificates
of the 1999-1 Series and all other Series of Class D Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class D Certificateholders equally and ratably without prejudice,
priority or distinction between any Class D Certificate by reason of time of
issue or otherwise. The Class D Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class D Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class D Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency. Payments of principal in the Class D Certificates are
senior to payments of principal on other classes having a lower credit rating
from the Rating Agency and are subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class D Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
D-4
This Class D Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class D Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class D Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
D-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class D Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class D Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------
EXHIBIT E
---------
FORM OF CLASS E TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS E CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. E % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS E TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
E-1
Registered Owner:
-------------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class E Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class E Certificates")
issued and to be issued under the Trust Agreement. This Class E Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class E Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that each
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class E Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class E Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
E-2
The principal of this Class E Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
E Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class E Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class E Certificate and of any Class
E Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class E
Certificate. Each installment of principal payable on this Class E Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class E Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class E Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class E Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class E Certificate bears to the Outstanding
Principal Amount of all Class E Certificates of such Series; provided that, i
--------
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class E Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class E Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class E Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
E-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class E Certificates
of the 1999-1 Series and all other Series of Class E Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class E Certificateholders equally and ratably without prejudice,
priority or distinction between any Class E Certificate by reason of time of
issue or otherwise. The Class E Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class E Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class E Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency. Payments of principal in the Class E Certificates are
senior to payments of principal on other classes having a lower credit rating
from the Rating Agency and are subordinate to such payments on any Class having
a higher credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class E Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
E-4
This Class E Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class E Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class E Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
E-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class E Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class E Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------
EXHIBIT F
---------
FORM OF CLASS F TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS F CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
DUE TO THE PROVISIONS FOR FUNDINGS AND FOR THE PAYMENT OF PRINCIPAL CONTAINED
HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE ON ANY PARTICULAR
DATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANYONE PURCHASING
THIS CERTIFICATE MAY ASCERTAIN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF BY
INQUIRY OF THE TRUSTEE.
No. F % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS F TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
F-1
Registered Owner:
--------------------------
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class F Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class F Certificates")
issued and to be issued under the Trust Agreement. This Class F Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class F Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Holder of this Certificate is obligated to provide funds to the
Depositor on each Funding Date during the Funding Period subject to the
applicable terms and conditions set forth in the Transaction Documents. The
Fundings made by the Holder of this Certificate to the Depositor shall be
evidenced by this Certificate and the Certificateholder shall endorse on the
schedule annexed hereto and made a part hereof, or elsewhere in its internal
records, the date and amount of each Funding made by it to the Depositor and the
amount of each payment of principal made by the Depositor with respect thereto.
The Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that eac
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any Funding shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
The aggregate amount of all Fundings to be made by the Holder of this
Certificate shall be set forth in the Term Funding Schedule.
This Class F Certificate bears interest during each Accrual Period on
the Outstanding Principal Amount hereof (as of the first day of the Accrual
Period) at the Certificate Interest Rate, until and including the last day
preceding the Payment Date on which the Outstanding Principal Amount hereof has
been reduced to zero. Interest on the Outstanding Principal Amount hereof shall
be calculated on the basis of a 360-day year consisting of 12 months of 30 days
each. Interest shall be due and payable in arrears on each Payment Date. In
addition, with respect to any Funding by the Class F Certificates of this Series
occurring in any Accrual Period following the preceding Payment Date, the
related Funding Amounts shall accrue interest from the related Funding Date
through the end of the Accrual Period in which such Funding occurs at the
applicable Certificate Interest Rate. In making any interest payment, if the
interest calculation with respect to a Certificate shall result in a portion of
such payment being less than $0.01, then such payment shall be decreased to the
nearest whole cent, and no subsequent adjustment shall be made in respect
thereof.
F-2
The principal of this Class F Certificate shall be payable in
installments ending no later than the Series Termination Date unless this Class
F Certificate becomes due and payable at an earlier date by call for redemption
or otherwise. All reductions in the principal amount of a Class F Certificate
effected by payments of installments of principal made on any Payment Date shall
be binding upon all future Holders of this Class F Certificate and of any Class
F Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not such payment is noted on this Class F
Certificate. Each installment of principal payable on this Class F Certificate
shall be in an amount equal to this Certificateholder's pro rata share of the
Class F Principal Distribution Amount available to be paid in accordance with
the priorities of Section 8 of the Supplement for this Series and Section 5.02
of the Trust Agreement. Subject to the terms of the Trust Agreement, the
principal payable on this Class F Certificate shall be paid on each Payment Date
during the term of the Trust Agreement, beginning on the Initial Payment Date.
All payments of principal with respect to all of the Class F Certificates of a
Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Class F Certificate bears to the Outstanding
Principal Amount of all Class F Certificates of such Series; provided that, if
--------
as a result of such proration a portion of such principal would be less than
$0.01, then such payment shall be reduced to the nearest whole cent.
In addition, the Certificate Prepayment Fee Amount, if any, shall be
distributed on each Payment Date to the Holders of the Class F Certificates to
the extent such Class is receiving a distribution of Prepaid Principal Amount on
such date. All payments of Certificate Prepayment Fee Amounts with respect to
the Class F Certificates shall be made prorata based upon the ratio of the
Outstanding Principal Amount of this Certificate to the Outstanding Principal
Amount of Class F Certificates of this Series, provided that if as a result of
such proration, a portion of such payment would be less than $0.01, then such
payment shall be reduce to the nearest whole cent. Certain amounts released from
the Reserve Account are also payable to the Holders of the Class F Certificates,
generally to the extent of funds deposited therein that would otherwise have
been distributed to such Holders.
The interest and principal so payable on any Payment Date will, as
provided in the Trust Agreement, be paid to the Person in whose name this
Certificate is registered on the Record Date for such Payment Date, which shall
be the close of business on the last day of the month prior to such Payment Date
(whether or not a Business Day). The principal and interest on this Certificate
are payable by wire transfer in immediately available funds to the account
specified in writing to the Trustee by the Person whose name appears as the
Registered Holder of this Certificate on the Certificate Register received at
least five (5) Business Days prior to the Record Date for the Payment Date (or
if no such account is specified or if such wire fails, by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Certificate on the Certificate Register at the address of such Person as it
appears on the Certificate Register), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Funds represented by checks returned undelivered will
be held for payment to the Person entitled thereto, subject to the terms of the
Trust Agreement, at the office or agency in the United States of America
designated as such by the Depositor for such purpose pursuant to the Trust
Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
F-3
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class F Certificates
of the 1999-1 Series and all other Series of Class F Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class F Certificateholders equally and ratably without prejudice,
priority or distinction between any Class F Certificate by reason of time of
issue or otherwise. The Class F Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class F Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments of interest on the Class F Certificates are senior to such payments on
other Classes having a lower credit rating from the Rating Agency and are
subordinate to payments of interest on any Classes having a higher credit rating
form the Rating Agency and to deposits to maintain the Reserve Account Required
Balance. Payments of principal in the Class F Certificates are senior to
payments of principal on other classes having a lower credit rating from the
Rating Agency and are subordinate to such payments on any Class having a higher
credit rating from the Rating Agency.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class F Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees; provided that so long as any Rated
Certificates are Outstanding, the Depositor shall maintain legal and beneficial
ownership of at least 51% of the Outstanding Principal Amount of the Class F
Certificates, unless otherwise agreed to in writing by the Controlling Holders.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
F-4
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
This Class F Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class F Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay the principal of and interest on this
Class F Certificate, but solely from the assets of the Trust Estate at the
times, place and rate, and in the coin or currency, herein prescribed.
F-5
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class F Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class F Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------
EXHIBIT G
---------
FORM OF CLASS R TERM CERTIFICATE
--------------------------------
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SUCH RESALE, TRANSFER, PLEDGE OR HYPOTHECATION (A) IS MADE
IN ACCORDANCE WITH SECTION 2.06 OF THE TRUST AGREEMENT REFERRED TO HEREIN AND
(B) IS MADE (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (iii) TO A PERSON
WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO IS AWARE THAT THE RESALE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. NEITHER ALLEGIANCE
FUNDING I, LLC (THE "DEPOSITOR") NOR MANUFACTURERS AND TRADERS TRUST COMPANY, AS
TRUSTEE (THE "TRUSTEE"), IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. IN THE EVENT THAT A
TRANSFER OF A CLASS R CERTIFICATE IS TO BE MADE, THE PROSPECTIVE TRANSFEREE
SHALL DELIVER AN INVESTMENT AND ASSUMPTION LETTER IN THE FORM REQUIRED UNDER THE
TRUST AGREEMENT AND, IF THE TRUSTEE SO REQUESTS (IN A TRANSFER OTHER THAN UNDER
RULE 144A), AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS.
No. R % of Class
---- ----
ALLEGIANCE CAPITAL TRUST I
CLASS R TERM CERTIFICATE, SERIES 1999-1
Evidencing an undivided fractional interest in the Trust Estate, the property of
which includes, among other things, certain Loan Assets and monies on deposit in
the Collection Account.
(This Certificate does not represent an obligation of, or an
interest in, the Depositor, Allegiance Capital, LLC, the Trustee or
any of their respective affiliates or successors.)
Registered Owner:
--------------------------
G-1
DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019
----- --, ----
THIS CERTIFIES THAT the registered owner specified above is the owner
of an undivided fractional interest in the Allegiance Capital Trust I (the
"Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was
created pursuant to the Trust Agreement, dated as of August 1, 1998, among the
Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"),
and Point West Capital Corporation, as Servicer, and the Supplement to Trust
Agreement for Term Series 1999-1, dated as of September 15, 1999, among the
Depositor, the Trustee and Point West Capital Corporation, as Servicer
(collectively, the "Trust Agreement"). Reference is made to the Trust Agreement
for a statement of the respective rights thereunder of the Depositor, the
Trustee and the Holders of the Certificates, and the terms upon which the
Certificates are, and are to be, authenticated and delivered. To the extent not
otherwise defined herein, each capitalized term used herein has the meaning
assigned to it in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as the Class R Term Certificates, Series 1999-1 having a Series
Termination Date of July 15, 2019 (herein called the "Class R Certificates")
issued and to be issued under the Trust Agreement. This Class R Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Class R Certificate by
virtue of such Holder's acceptance hereof assents and by which such Holder is
bound.
The Certificateholder shall endorse on the schedule annexed hereto and
made a part hereof, or elsewhere in its internal records, the date and amount of
each payment made by the Depositor with respect to this Certificate. The
Certificateholder is authorized and directed by the Depositor to endorse the
schedule attached hereto or maintain such records; provided that eac
--------
Certificateholder's endorsements or records shall be effective only if they are
in agreement with the register maintained by the Trustee, absent manifest error
in such register. The failure of the Certificateholder to make, or an error in
making, a notation with respect to any payment shall not limit or otherwise
affect the obligations of the Depositor hereunder or under the Trust Agreement.
Class R Certificateholders are entitled to receive certain
distributions from the Series Distributable Amount, certain amounts released
from the Reserve Account and certain Prepayment Fee Collections, as further
provided in the Trust Agreement and related supplement. Amounts distributable
with respect to Class R Certificates shall be payable only to the extent of
amounts available in accordance with, and to the extent of, the priorities for
payment of Class R Certificates set forth in Section 8 of the Supplement for
this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments
ending no later than the Series Termination Date unless the Class R Certificates
becomes due and payable at an earlier date by call for redemption or otherwise.
All distributions made on any such Payment Date shall be binding upon all future
Holders of this Class R Certificate and of any Class R Certificate issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not such payment is noted on this Class R Certificate. All payments
with respect to all of the Class R Certificates of a Series shall be made on a
pro rata basis based upon the percentage interest specified on the face hereof;
provided that, if as a result of such proration a portion of such payment woul
--------
be less than $0.01, then such payment shall be reduced to the nearest whole
cent.
All amounts payable with respect to this Class R Certificate on any
Payment Date will, as provided in the Trust Agreement, be paid to the Person in
whose name this Certificate is registered on the Record Date for such Payment
Date, which shall be the close of business on the last day of the month prior to
such Payment Date (whether or not a Business Day). Such amounts are payable by
wire transfer in immediately
G-2
available funds to the account specified in writing to the Trustee by the Person
whose name appears as the Registered Holder of this Certificate on the
Certificate Register received at least five (5) Business Days prior to the
Record Date for the Payment Date (or if no such account is specified or if such
wire fails, by check mailed by first-class mail to the Person whose name appears
as the Registered Holder of this Certificate on the Certificate Register at the
address of such Person as it appears on the Certificate Register), in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Funds represented by checks
returned undelivered will be held for payment to the Person entitled thereto,
subject to the terms of the Trust Agreement, at the office or agency in the
United States of America designated as such by the Depositor for such purpose
pursuant to the Trust Agreement.
The Depositor has structured the Trust Agreement and the Certificates
with the intention that the Trust be treated as a partnership, with the assets
of the partnership including all of the assets of the Trust Estate and the
partners of the partnership being all of the Certificateholders and the
Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder,
by acceptance of its Certificate (and any Person that is a beneficial owner of
any interest in a Certificate, by virtue of such Person's acquisition of a
beneficial interest therein), agree to report the transactions contemplated
thereby in accordance with such stated intentions unless and until determined to
the contrary by an applicable taxing authority.
The property of the Trust Estate includes certain Loan Assets and
certain other assets described in the Trust Agreement. The Class R Certificates
of the 1999-1 Series and all other Series of Class R Certificates issued under
the Trust Agreement are generally payable out of the Trust Estate pari passu
among such Class R Certificateholders equally and ratably without prejudice,
priority or distinction between any Class R Certificate by reason of time of
issue or otherwise. The Class R Certificates are payable only out of the Trust
Estate and do not represent recourse obligations of the Depositor, Allegiance
Capital, LLC or any of their respective affiliates or successors. The Trust
Agreement pursuant to which this Class R Certificate is issued also provides for
the issuance of other Classes and Series of Certificates from time to time.
Payments on the Class R Certificates are generally subordinated to payments on
all other Classes of Certificates.
Unless the Depositor exercises its Optional Termination rights, the
Certificates are payable only at the time and in the manner provided in the
Trust Agreement and are not redeemable or prepayable at the option of the
Depositor before such time.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate may be registered on the
Certificate Register of the Depositor upon surrender of this Certificate for
registration of transfer at the office or agency of the Depositor in the United
States of America maintained for such purpose, duly endorsed by, or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Trustee and duly executed by the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Class R Certificates
of authorized denominations and for the same initial aggregate principal amount
will be issued to the designated transferees.
Prior to due presentment for registration of transfer of this
Certificate, the Depositor, the Trustee and any agent of the Depositor or the
Trustee shall treat the Person in whose name this Certificate is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Certificate be overdue, and neither the
Depositor, the Trustee, nor any such agent shall be affected by notice to the
contrary.
G-3
The Holder of this Certificate, by acceptance of this Certificate,
agrees that for one year and one day after it has been paid hereunder, it or any
Affiliate thereof will not (without the consent of Holders holding at least 51%
of all Rated Certificates, by Outstanding Principal Amount) file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Depositor.
The Trust Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Holders of the Certificates
under the Trust Agreement at any time by the Depositor, the Trustee and the
Servicer without the consent of the Holders of the Certificates.
The Certificates are issuable only in registered form without coupons
in such authorized denominations as provided in the Trust Agreement and subject
to certain limitations therein set forth.
This Class R Certificate and the Trust Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to conflicts of laws principles.
No reference herein to the Trust Agreement and no provision of this
Class R Certificate or of the Trust Agreement shall alter or impair the
obligation of the Trust Estate to pay amounts due on this Class R Certificate,
but solely from the assets of the Trust Estate at the times, place and rate, and
in the coin or currency, herein prescribed.
G-4
IN WITNESS WHEREOF, Allegiance Funding I, LLC has caused this
instrument to be signed, manually, by its President or a Vice President.
ALLEGIANCE FUNDING I, LLC
By: Allegiance Management Corp.,
as Manager
By:
------------------------------
Title:
------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates described in the
within-mentioned Trust Agreement.
Dated:
-------------------------------------
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
--------------------------------------
Authorized Signatory
Schedule to Class R Term Certificates, Series 1999-1
Disbursement
Date of Amount of Principal
Funding Funding Payment Date Paid
-------------------------------------------------------------------------------