EXHIBIT 4.2
(FORM OF FACE OF NOTE)
SOUTHERN PACIFIC FUNDING CORPORATION
(Incorporated in the State of California)
.% CONVERTIBLE SUBORDINATED NOTES DUE 2006
CUSIP No.
U.S.$
Southern Pacific Funding Corporation, a corporation duly incorporated and
existing under the laws of the State of California (the "Company"), for value
received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of _____________ United States dollars on October 15,
2006 upon presentation and surrender hereof and to pay interest thereon, from
the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for (or from ., 1996 if no interest has been paid or
duly provided for in respect of this Note), semiannually in arrears on April 15
and October 15 in each year (each an "Interest Payment Date"), commencing on
April 15, 1996, at the rate of .% per annum until the principal hereof is paid
or made available for payment. Interest hereon shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture (as defined on the reverse hereof), be paid to the
person in whose name this Note is registered at the close of business on the
Interest Record Date for such interest payment, which shall be April 15 or
October 15 (whether or not a Business Day) next preceding such Interest Payment
Date. To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate borne by this Note, compounded
semi-annually. Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Interest Record Date and, together with Defaulted Interest
relating thereto, may be paid at any time in any lawful manner, all as more
fully provided in the Indenture. Payment of interest on this Note shall be made
by United States dollar check drawn on a bank in The City of New York and mailed
to the person entitled thereto at his address as it shall appear in the Note
Register, or (if arrangements satisfactory to the Company and the Trustee (as
defined on the reverse hereof) are made) by wire transfer to a United States
dollar account maintained by the payee with a bank in The City of New York;
provided, however, that if such mailing is not possible and no such application
shall have been made, payment of interest shall be made at the Principal
Corporate Trust Office of the Trustee (as defined in the Indenture referred to
below), or such other office or agency of the Company as may be designated for
such purpose in The City of New York, in United States currency.
Reference is hereby made to the further provisions of this Note set forth
under Terms and Conditions of the Notes on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
A-1
This Note shall not become valid or enforceable for any purpose unless and
until the certificate of authentication hereon shall have been manually signed
by a duly authorized officer of the Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed in
its corporate name and under its corporate seal by the manual or facsimile
signature of a duly authorized signatory.
SOUTHERN PACIFIC FUNDING CORPORATION
Dated:
--------------
By:
---------------------------------
Name:
Title:
Attest:
-----------------
CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within mentioned Indenture.
Authenticated By or on Behalf of
THE BANK OF NEW YORK,
as Trustee
By:
------------------------
Authorized Officer
Dated:
-----------------
A-2
(FORM OF REVERSE OF NOTE)
Terms and Conditions of the Notes
1. General.
(a) This Note is one of a duly authorized issue of Notes of the Company
designated as its .% Convertible Subordinated Notes due 2006 (herein called the
"Notes"), limited in aggregate principal amount up to U.S.$86,250,000. The
Company issued the Notes under an Indenture, dated as of October 1, 1996 (the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee"). Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the United
States Trust Indenture Act of 1939, as amended, as in effect on the date of the
Indenture. The Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and said Act for a statement of them. The Notes are
general unsecured obligations of the Company.
(b) The Notes are issuable only in registered form, without coupons, in
denominations of U.S.$1,000 and integral multiples thereof. The Notes, and
transfers thereof, shall be registered as provided in the Indenture. The
registered holder of a Note shall (to the fullest extent permitted by
applicable law) be treated at all times, by all persons and for all purposes,
except as provided in the Indenture, as the absolute owner of such Note, as the
case may be, regardless of any notice of ownership, theft or loss or of any
writing thereon.
2. Redemption; Offer to Repurchase Upon Change of Control.
(a) The Company, at its option, may redeem the Notes, in whole or in part
(but if in part, in aggregate principal amounts of no less than $1,000), at any
time or times on and after October 31, 1999, upon notice as hereinafter
prescribed, at a redemption price equal to 103% of their principal amount if
redeemed during the period commencing October 31, 1999 through September 30,
2000, 102% of their principal amount if redeemed during the 12-month period
commencing October 15, 2000, 101% of their principal amount if redeemed during
the 12-month period commencing October 15, 2001, and 100% of their principal
amount if redeemed on or after October 15, 2002, in each case together with
accrued and unpaid interest to the date fixed for redemption. If fewer than all
of the then outstanding Notes are to be redeemed, the Notes to be redeemed will
be selected by the Trustee not more than 75 days prior to the date fixed for
redemption, by such method as the Trustee shall deem fair and appropriate.
Provisions of this Note that apply to Notes called for redemption also apply to
portions of Notes called for redemption. The Trustee shall notify the Company
promptly of the Notes or portions of Notes to be called for redemption.
(b) (i) If there shall occur a Change of Control (as defined in the
Indenture) with respect to the Company, then the Holder of this Note shall have
the right, at such Holder's option,
A-3
exercised in accordance with this Section 2(b), to require the Company to
purchase this Note, in whole or in part, on the Holder Redemption Date at a
Redemption Price equal to 100% of the principal amount, together with accrued
interest to the Holder Redemption Date.
(ii) Notwithstanding the fact that a Note is called for redemption by the
Company otherwise than pursuant to this Section 2(b), each Holder of a Note
desiring to exercise the option for redemption set forth in this Section 2(b)
shall, as a condition to such redemption, on or before the close of business on
the fifth Business Day prior to the Holder Redemption Date, surrender the Note
to be redeemed, in whole but not in part, together with the Redemption Notice
hereon duly executed at the place or places specified in the notice required by
Section 2(c) and otherwise comply with the provisions of Section 2(d). A Holder
of a Note who has tendered a Redemption Notice (i) will be entitled to revoke
its election by delivering a written notice of such revocation together with the
Holder's non-transferable receipt for such Note to the office or agency of the
Company designated as the place for the payment of the Notes to be so redeemed
on or before the Holder Redemption Date and (ii) will retain the right to
convert its Notes into shares of common stock, no par value ("Common Stock") of
the Company on or before the close of business on the fifth day (or if such day
is not a Business Day, on the next succeeding Business Day) next preceding the
Holder Redemption Date. In connection with any repurchase of Notes pursuant to
this Section 2(b), the Company will comply with any applicable rules and
regulations promulgated by the United States Securities and Exchange Commission
and nothing herein, including the time periods in which redemption is to occur,
shall require the Company to take action which violates such applicable rules
and regulations.
(c) Notice of any redemption or notice in connection with a Change of
Control will be given in accordance with Section 3.1 of the Indenture.
(d) If (i) notice of redemption has been given in the manner set forth in
Section 3.1 of the Indenture with respect to Notes to be redeemed at the option
of the Company, or (ii) notice of redemption has been given by the Holder of a
Note to be redeemed pursuant to Section 2(b) hereof, the Notes so to be redeemed
shall become due and payable on the applicable Redemption Date specified in such
notice and upon presentation and surrender of the Notes at the place or places
specified in the notice given by the Company with respect to such redemption the
Notes shall be paid and redeemed by the Company at the places and in the manner
and currency herein specified and at the Redemption Price together with accrued
interest, if any, to the Redemption Date. From and after the Redemption Date,
if monies for the redemption of Notes shall have been available at the principal
corporate trust office of the Trustee for redemption on the Redemption Date, the
Notes shall cease to bear interest and the only right of the Holders of such
Notes shall be to receive payment of the Redemption Price together with accrued
interest to the Redemption Date. If monies for the redemption of the Notes are
not made available by the Company for payment until after the Redemption Date,
the Notes shall not cease to bear interest until such monies have been so made
available.
A-4
3. Conversion.
(a) Subject to and upon compliance with the provisions of the Indenture, a
holder of a Note is entitled, at its option, at any time on and after the
Closing Date and prior to the close of business on October 15, 2006 to convert
such Note (or any portion of the principal amount thereof which is U.S.$1,000 or
an integral multiple thereof), at the principal amount thereof, or of such
portion, into fully paid and nonassessable shares ("Conversion Shares") of
Common Stock (calculated as to each conversion to the nearest 1/1000 of a share)
at a Conversion Price equal to U.S.$. aggregate principal amount of Notes for
each Conversion Share (the "Conversion Price") (or at the current adjusted
Conversion Price if an adjustment has been made as provided herein) by surrender
of the Note, together with (if so required by the Company or the Trustee)
instruments of transfer in form satisfactory to the Company and the Trustee,
duly executed by the registered holder or by his duly authorized attorney, and,
in either case, (iii) the Conversion Notice hereon duly executed at the
Principal Corporate Trust Office of the Trustee, or at such other office or
agency of the Company as may be designated by it for such purpose in The City of
New York or at such other offices or agencies as the Company may designate;
provided, however, that if any Note or a portion thereof is called for
redemption by the Company, or the holder thereof elects to have such Note
redeemed in whole by the Company pursuant to Section 2(b) hereof, then in
respect of such Note (or, in the case of partial redemption by the Company, such
portion thereof) the right to convert such Note (or, in the case of partial
redemption by the Company, such portion thereof) shall expire (unless the
Company defaults in making the payment due upon redemption) at the close of
business on the fifth day (or if such date is not a Business Day, on the next
succeeding Business Day) next preceding the Redemption Date or the Holder
Redemption Date (unless in the latter case the holder shall have first revoked
his redemption election in accordance with Section 2(b) hereof).
(b) In the case of any Note which is converted after any Interest Record
Date and on or prior to the next succeeding Interest Payment Date, interest that
is payable on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion, and such interest shall be paid to
the person in whose name that Note is registered at the close of business on
such Interest Record Date. Except as otherwise provided in the immediately
preceding sentence and in the parenthetical clause in Section 3(a)(i) above, no
payment or adjustment shall be made upon any conversion on account of any
interest accrued on the Notes surrendered for conversion or on account of any
dividends or distributions on the Conversion Shares issued upon conversion.
Notes surrendered for conversion during the period after the close of business
on any Interest Record Date next preceding any Interest Payment Date to the
close of business on such Interest Payment Date shall be accompanied by payment
of an amount equal to the interest payable on such Interest Payment Date on the
principal amount being surrendered for conversion. No fractions of shares or
scrip representing fractions of shares will be issued or delivered on
conversion, but instead of any fractional interest the Company shall pay a cash
adjustment as provided in the Indenture.
(c) (i) In case at any time the Company shall pay or make a stock
dividend or other distribution on any class of capital stock of the Company
in shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the date fixed for
A-5
the determination of stockholders entitled to receive such dividend or other
distribution shall be reduced so that the same shall equal the price
determined by multiplying such Conversion Price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number
of shares of Common Stock constituting such dividend or other distribution,
such adjustment to become effective immediately after the opening of
business on the day following the date fixed for such determination; and in
the event that such dividend or other distribution is not so made, or is
made in part, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect (x) if such record date has
not been fixed or (y) based on the actual number of shares actually issued,
as the case may be.
(ii) In case at any time the Company shall (A) subdivide its
outstanding shares of Common Stock into a greater number of shares, (B)
combine its outstanding shares of Common Stock into a smaller number of
shares, or (C) issue by reclassification of its shares of Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation) any shares of
capital stock, the Conversion Price in effect at the effective date of such
subdivision, combination or reclassification shall be proportionately
adjusted so that the holder of any Note surrendered for conversion after
such time shall be entitled to receive the aggregate number and kind of
shares which, if such Note had been converted immediately prior to such
time, he would have owned upon such conversion and been entitled to receive
upon such subdivision, combination or reclassification. Such adjustment
shall become effective immediately after the effective date of such
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.
(iii) In case at any time the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of its Common Stock
entitling them to subscribe for or purchase Common Stock (or securities
convertible into Common Stock) at a price per share less than the Current
Market Price per share of Common Stock on such record date, the Conversion
Price in effect at the opening of business on the day following such record
date shall be reduced so that the same shall equal the price determined by
multiplying such Conversion Price by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding at the close of business
on such record date plus the number of shares of Common Stock (or its
equivalent) which the aggregate of the offering price of the total number of
shares so offered for subscription or purchase would purchase at such
Current Market Price per share of Common Stock and the denominator shall be
the number of shares of Common Stock outstanding at the close of business on
such record date plus the number of shares of Common Stock (or its
equivalent) so offered for subscription or purchase, such reduction to
become effective immediately after the opening of business on the day
following such record date; provided, however, that no adjustment to the
Conversion Price shall be made pursuant to this Section 3(c)(iii) if the
holders of Notes receive, or are entitled to receive upon conversion or
otherwise, the same rights, options or warrants as are
A-6
issued to the holders of Common Stock, on the same terms and conditions as
such rights, options or warrants are so issued to the holders of Common
Stock. Such reduction shall be made successively whenever such a record date
is fixed; and in the event that such rights, options or warrants are not so
issued, or are issued in part, or are issued but all or part of which expire
unexercised, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect (i) if such record date had
not been fixed or (ii) based on the actual number of rights, options or
warrants actually issued, as the case may be.
(iv) In case at any time the Company shall fix a record date for the
making of a distribution, by dividend or otherwise, to all holders of its
shares of Common Stock, of evidences of its indebtedness or assets
(including securities, but excluding (x) any dividend or distribution
referred to in paragraph (i) of this subsection (c) and any rights, options
or warrants referred to in paragraph (iii) of this subsection (c), and (y)
any dividend, return of capital or distribution paid in cash out of the
retained earnings of the Company and regular quarterly dividends consistent
with past practice ), then in each such case the Conversion Price in effect
after such record date shall be determined by multiplying the Conversion
Price in effect immediately prior to such record date by a fraction, of
which the numerator shall be the total number of outstanding shares of
Common Stock multiplied by the Current Market Price per share of Common
Stock on such record date, less the fair market value (as determined by a
Board Resolution, whose determination shall be conclusive and described in a
statement filed with the Trustee) of the portion of the assets or evidences
of indebtedness so to be distributed, and of which the denominator shall be
the total number of outstanding shares of Common Stock multiplied by such
Current Market Price per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive the distribution; and in the event that
such distribution is not so made, the Conversion Price shall again be
adjusted to be the Conversion Price which would then be in effect if such
record date has not been fixed.
(v) The Company may make such downward adjustments in the Conversion
Price, in addition to those required by paragraphs (i), (ii), (iii) and (iv)
of this section, as it considers to be advisable in order that any event
treated for United States federal income tax purposes as a dividend of stock
or stock rights shall not be taxable to the recipients.
(vi) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least U.S. $. in
such Conversion Price; provided, however, that any adjustment which by
reason of this paragraph (vi) is not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this subsection (c) shall be made to the nearest cent or
to the nearest 1/1000 of a share, as the case may be.
(d) Whenever the Conversion Price is adjusted and in the event of certain
other corporate actions, as herein provided, the Company shall give notice, all
as provided in the Indenture.
A-7
(e) The Company shall use its reasonable efforts to cause all registrations
with, and to obtain any approvals by, any governmental authority under any
federal or state law of the United States that may be required before the
Conversion Shares (or other securities issuable upon conversion of the Notes)
may be lawfully issued or transferred and delivered.
4. Transfer and Exchange of Notes.
(a) As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Notes is registrable on the Note Register upon
surrender of a Note for registration of transfer at the office or agency of the
Trustee in The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
(b) As provided in the Indenture and subject to certain limitations therein
set forth, Notes are exchangeable at the principal corporate trust office of the
Trustee in The City of New York for an equal aggregate principal amount of Notes
of authorized denominations as requested by the Holder surrendering the same.
The Company shall not be required in the event of a redemption in part, (A) to
register the transfer of Notes during a period of 15 days immediately preceding
the date notice is given identifying the serial numbers of the Notes called for
such redemption or (B) to register the transfer of or exchange any such Notes,
or portion thereof, called for redemption unless the Redemption Date is during
the period between the close of business on any Interest Record Date and the
close of business on the next succeeding Interest Payment Date, in which case
such exchange may only be made prior to the close of business on the Interest
Record Date immediately preceding the Redemption Date. The Company also shall
not be required to exchange Notes if, as a result thereof, the Company would
incur adverse consequences under United States federal income tax laws in effect
at the time of such exchange. In the event of redemption or conversion of a
Note in part only, a new Note or Notes for the unredeemed or unconverted
portion hereof will be issued in the name of the holder thereof.
(c) The costs and expenses of effecting any exchange or registration of
transfer pursuant to the foregoing provisions, except for the expenses of
delivery (if any) by other than regular mail and except, if the Company shall so
require, the payment of a sum sufficient to cover any tax or other governmental
charge or insurance charges that may be imposed in relation thereto, will be
borne by the Company.
(d) The Company has initially appointed the Trustee as registrar, transfer
agent, paying agent and conversion agent acting through the Trustee's principal
corporate trust office in The City of New York. The Company may at any time
terminate the appointment of the registrar and such agents and appoint
additional or other registrars and agents or approve any change in an office
through which the registrar or any agent acts; provided that, until all of the
Notes have been delivered to the Trustee for cancellation, or monies sufficient
to pay the Notes have been made
A-8
available for payment and either paid or returned to the Company as provided in
the Notes and the Indenture, the Company will maintain a paying agent and a
conversion agent in The City of New York in the United States for the payment of
the principal and interest on Notes and for the surrender of Notes for
conversion or redemption.
5. Meetings of Holders.
A meeting of Holders of Notes may be called at any time and from time to
time in the manner and for the purposes set forth in the Indenture. The Trustee
may at any time call a meeting of Holders of the Notes to be held at such time
and at such place in any of such designated locations as the Trustee shall
determine. Notice of every meeting of Holders shall be made as specified in the
Indenture.
6. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented, and any existing Default or Event of Default or compliance with
any provision may be waived, with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, or make any other change that does not adversely affect the
rights of any Holder of a Note.
7. Subordination.
Payment of principal, premium, if any, and interest on the Notes is
subordinated, in the manner and to the extent set forth in the Indenture, to the
prior payment in full of all Senior Indebtedness.
8. Successors.
Except as otherwise provided in the Indenture, when a successor assumes all
the obligations of its predecessor under the Notes and the Indenture, the
predecessor will be released from those obligations.
9. Defaults and Remedies.
If an Event of Default occurs and is continuing (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization
in which events all principal and accrued interest on the Notes will be
immediately due and payable without any declaration or other act on the part of
the Trustee or the Holders), then in every such case, unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the Holders of 25% in aggregate principal amount of Notes then outstanding
may declare all the Notes to be due and
A-9
payable immediately in the manner and with the effect provided in the Indenture.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Notes. Subject to certain limitations, Holders
of a majority in aggregate principal amount of the Notes then outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Notes notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest), if it determines
that withholding notice is in their interest.
10. No Recourse Against Others.
No stockholder, director, officer or employee, as such, past, present or
future, of the Company or any successor corporation shall have any personal
liability in respect of the obligations of the Company under the Notes or the
Indenture by reason of his, her or its status as such stockholder, director,
officer or employee. Each Holder of a Note by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.
11. Non-Business Days.
In any case where the date of maturity of the principal of, premium, if
any, or interest on the Notes or the date fixed for redemption of any Note
shall be at any place of payment a day other than a Business Day, then payment
of principal or interest need not be made on such date at such place but may be
made on the next succeeding Business Day at such place of payment, with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.
12. Notices.
All notices to the Holders of Notes will be published on a Business Day in
Authorized Newspapers in The City of New York. Notices shall be deemed to have
been given on the date of publication as aforesaid or, if published on different
dates, on the date of the first such publication. A copy of each notice will be
mailed by the Trustee, on behalf of and at the expense of the Company, by first-
class mail to each holder of a Note at the registered address of such holder as
the same shall appear in the Note Register on the day fifteen days prior to such
mailing. The Trustee shall promptly furnish to the Company, the Paying Agent
and to each other paying agency of the Company a copy of each notice so
published or mailed.
13. Governing Law.
(a) The Indenture, this Note shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to principles of conflicts of laws.
A-10
(b) The Company has appointed the Trustee as its agent upon whom process
may be served in any legal action or proceeding relating to or arising out of
this Note, the Indenture.
14. Authentication.
This Note shall not become valid or obligatory for any purpose until the
certificate of authentication hereon shall have been duly signed by the Trustee
or an authenticating agent acting under the Indenture.
15. Warranty of the Issuer.
Subject to Section 14 hereof, the Company hereby certifies and warrants
that all acts, conditions and things required to be done and performed and to
have happened precedent to the creation and issuance of this Note, and to
constitute the same legal, valid and binding obligations of the Company
enforceable in accordance with their terms, have been done and performed and
have happened in due and strict compliance with all applicable laws.
16. Status as United States Real Property Holding Corporation.
To the best of its knowledge, as of the date of the issuance of this Note,
the Company is not a "United States real property holding corporation" as
defined in Section 897(c)(2) of the United States Internal Revenue Code of 1986,
as amended (the "Code"). A non-United States person disposing of this Note may
request from the Company a statement as to whether this Note constitutes a
"United States real property interest" (as defined in Code Section 897(c)(1)) as
of the date of disposition. It may be necessary to obtain a statement that this
Note does not constitute a "United States real property interest" prior to the
time that a tax return would otherwise be required to be filed with the United
States Internal Revenue Service with respect to such disposition in order to
avoid a withholding tax on such disposition. If, at any time while this Note is
outstanding, the Company determines that it is at such time a "United States
real property holding corporation", it shall provide notice of such
determination in accordance with the provisions of Section 12 hereof. The Holder
of this Note can contact the Company at Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxx
Xxxxxx, Xxxxxx 00000 to obtain information as to the United States income tax
consequences of the classification of the Company as a "United States real
property holding corporation."
17. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Note or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
A-11
18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.
19. Accounting Terms.
All accounting terms not otherwise defined herein shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
applied in the United States.
20. Descriptive Headings.
The descriptive headings appearing herein are for convenience of reference
only and shall not alter, limit or define the provisions hereof.
22. Information.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture.
Request may be made to:
Southern Pacific Funding Corporation
Xxx Xxxxxxxxxxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Attention: Secretary
A-12
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto ___________________________ whose taxpayer identification
number is ________________ and whose address including postal/ZIP code is
____________ ____________________________________________the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
__________________________________________
_______________________________________attorney-in-fact to transfer said Note on
the books of the Company with full power of substitution in the premises.
Dated: Name:
By:
-----------------------------------
Name:
Title:
NOTICE: The signature of the Holder to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without enlargement or any change whatsoever.
SIGNATURE GUARANTEED
A-13
CONVERSION NOTICE
If Note of denomination U.S. $1,000:
The undersigned holder of this Note hereby irrevocably exercises the option
to convert this Note into shares of Common Stock of Southern Pacific Funding
Corporation in accordance with the terms of this Note and directs that such
shares be registered in the name of and delivered, together with a check in
payment for any fractional share, to the undersigned unless a different name has
been indicated below. If shares are to be registered in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.
Dated: ----------------------------------
Signature
Dated: ----------------------------------
Signature
MUST BE MEDALLION GUARANTEED IF THE STOCK IS
TO BE ISSUED IN A NAME OTHER THAN THE
REGISTERED HOLDER OF THE NOTE
If Notes are to be registered in If only a portion of the Notes in the
the name of a person other than the name of is to be converted, please
holder, please print such person's indicate:
name and address:
1. Principal Amount to be Note,
complete Transfer Notice: converted:
U.S.$
2. Kind, amount and denomination of
Notes representing unconverted
principal amount to be issued:
Denominations: U.S.$
(U.S. $1,000 or an integral
multiple thereof)
A-14
OPTION OF HOLDER TO ELECT PURCHASE
The undersigned holder of this Note hereby requests and instructs the
Company to redeem this Note in accordance with the terms of Section 2(b) of this
Note and directs that a check in payment of the redemption amount be delivered
to the undersigned unless a different name has been indicated below. The
undersigned understands that this request can be revoked by delivering written
notice to the Paying Agent on or before the Holder Redemption Date, together
with the undersigned's non-transferable receipt for such Note.
Dated: ---------------------------------------
Signature
MUST BE MEDALLION GUARANTEED IF CHECK IS TO
BE MADE PAYABLE TO A NAME OTHER THAN THE
REGISTERED HOLDER OF THE NOTE
If a check in payment of the
redemption amount is to be delivered
to a person other than the holder,
please print such person's name and
address:
---------------------------------------
HOLDER
Please print name and address of holder:
A-15
