NOTE
THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND THIS NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE
IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE
UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE
UPON REQUEST). TRANSFER OF THIS NOTE IS FURTHER LIMITED BY THE REQUIREMENT THAT
FOLLOWING ANY TRANSFER HEREOF THERE WILL BE NO MORE THAN 100 BENEFICIAL OWNERS
(WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OF SECURITIES (INCLUDING THE
NOTES AND ANY OTHER SECURITIES) OF THE ISSUER.
DUE TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF BY INQUIRY OF THE TRUSTEE.
No. R-1 $20,000,000
SUNRISE FUNDING CORPORATION I
Lease Receivables-Backed Note, Series 1996-1
Delivery Date: November 8, 1996 Stated Maturity: January 1, 2000
SUNRISE FUNDING CORPORATION I, a corporation duly organized and existing under
the laws of the State of Minnesota (the "Issuer," which term includes any
successor entity under the Indenture referred to below), for value received,
hereby promises to pay to Xxxxxxxxx Funding, Inc., or registered assigns, the
principal sum of Twenty Million and no/100 Dollars ($20,000,000) in monthly
installments beginning on December 15, 1996 (the "Initial Payment Date"), and to
pay interest monthly in arrears on the unpaid portion of said principal sum
(and, to the extent that the payment of such interest shall be legally
enforceable, on any overdue installment of interest on this Note) on the
fifteenth day of each calendar month or, if such fifteenth day is not a Business
Day, the Business Day immediately following (each, a "Payment Date"), for the
period from and including November 8, 1996 through the day immediately preceding
the Initial Payment Date, and thereafter, monthly from and including the most
recent Payment Date through the day immediately preceding the next Payment Date,
at a rate equal to (i) the sum of (a) the prime rate, as determined by First
Bank National Association and (b) 0.75% per annum, until the date the Holders of
at least a majority in principal amount of the Notes give the Issuer notice that
the Notes will change to have a fixed rate of interest (which date must be a
Payment Date) (such Payment Date referred to herein as the "Mode Change Date"),
or (ii) after the Mode Change Date, a fixed rate equal to the rate of interest
that is in effect as of the Mode Change Date. Until the Mode Change Date, the
Note Interest Rate shall be calculated on the basis of a 360-day year and the
actual number of days elapsed, and after the Mode Change Date, the Note Interest
Rate shall be calculated on the basis of a 360-day year consisting of 12 months
of 30 days each. Each monthly installment of principal payable on this Note
shall be an amount equal to the pro rata share of the Principal Distribution
Amount, as such term is defined in the Indenture described herein. Any remaining
unpaid portion of the principal amount of this Note shall be due and payable no
later than the Stated Maturity referred to above. The interest and principal so
payable on any Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note 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 Note are payable by check mailed by
first-class mail to the Person whose name appears as the Registered Holder of
this Note on the Note Register at the address of such Person as it appears on
the Note Register, or 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 Note on the Note Register received at least five
Business Days prior to the Record Date for the Payment Date on which wire
transfers will commence, 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 Indenture,
at the office or agency in the United States of America designated as such by
the Issuer for such purpose pursuant to the Indenture.
This Note is one of a duly authorized issue of Notes of the Issuer
designated as its Lease Receivables-Backed Notes, Series 1996-1 (herein called
the "Notes") issued under an Indenture (referred to herein as the "Indenture"),
dated as of November 1, 1996, among the Issuer, Sunrise Leasing Corporation, as
Servicer, and Norwest Bank Minnesota, National Association, as Trustee (the
"Trustee," which term includes any successor Trustee under such Indenture).
Reference is hereby made to the Indenture for a statement of the respective
rights thereunder of the Issuer, the Trustee and the Holders of the Notes, and
the terms upon which the Notes are authenticated and delivered. All terms used
in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
The Notes are secured by certain Lease Contracts, Lease Receivables,
the related Equipment and by certain other Collateral described in the
Indenture. The Trust Estate secures the Notes equally and ratably without
prejudice, priority or distinction between any Note and any other Note by reason
of time of issue or otherwise, and also secures the payment of certain other
amounts and certain other obligations as described in the Indenture.
Unless earlier declared due and payable by reason of an Event of
Default, the Notes are payable only at the time and in the manner provided in
the Indenture and are not redeemable or prepayable at the option of the Issuer
before such time, except that the Notes shall be redeemable at the option of the
Issuer, in whole but not in part, at any time after the Outstanding principal
amount of Notes declines to 10% or less of the original principal amount of the
Notes at a redemption price equal to the Outstanding principal amount thereof
plus accrued interest thereon through the last day of the Due Period immediately
preceding the date of redemption. If an Event of Default shall occur and be
continuing, the principal of all the Notes may become or be declared due and
payable in the manner and with the effect provided in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer upon surrender of this Note for registration of transfer at the
office or agency of the Issuer in the United States of America maintained for
such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Trustee and duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of the same Stated Maturity 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 Note, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes whether or
not this Note be overdue, and neither the Issuer, the Trustee, nor any such
agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer, the Trustee and the Servicer with the consent of the Holders
of a majority in aggregate principal amount of Notes at the time Outstanding
under the Indenture. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Notes at
the time Outstanding under the Indenture, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
The Notes are issuable only in registered form without coupons in such
authorized denominations as provided in the Indenture and subject to certain
limitations therein set forth.
This Note and the Indenture shall be governed by and construed in
accordance with the internal laws of the State of Minnesota, without regard to
conflicts of laws principles.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note,
but solely from the Collateral pledged to the Trustee under the Indenture at the
times, place and rate, and in the coin or currency, herein prescribed.
Notwithstanding anything else to the contrary contained in this Note or the
Indenture, the obligation of the Issuer to pay the principal of and interest on
this Note is not a general obligation of the Issuer, nor its officers or
directors, but is limited solely to the Collateral pledged under the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
[Signature page follows]
IN WITNESS WHEREOF, Sunrise Funding Corporation I has caused this Note
to be signed, manually, by its President.
By: /s/ X. Xxxxxxx Xxxx
President
This is one of the Notes described in the within-mentioned Indenture.
Dated: November 8, 1996
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx Xxxxxxxxx
Authorized Signatory
