EXHIBIT 10.5
FORM OF SUBSCRIPTION AGREEMENT
SOVEREIGN CREDIT FINANCE I, INC. SUBSCRIPTION
11% AUTOMOBILE CONTRACT NOTES DUE OCTOBER 15, 2000
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BY COMPLETING AND EXECUTING THIS PAGE, THE INVESTOR HEREBY ACKNOWLEDGES
READING AND UNDERSTANDING THE MATERIAL ON THE REVERSE SIDE, AND OR REPRESENTS
WARRANTS, ACKNOWLEDGES AND AGREES TO ALL PROVISIONS SET FORTH BELOW AND ON
THE REVERSE SIDE.
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Amount Subscribed Check here if Subscriber
$4,000 min. purchase has previously subscribed
($2,000 FOR IRA'S) in THIS offering
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$_______________ Yes / / No / /
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1. INVESTOR DATA - (Please print or type):
(1) Name (Mr./Mrs./Ms.)
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Social Security or Tax ID #
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U.S. Resident? Yes / / No / /
Non-Resident Alien? Yes / / No / /
(2) Name (Mr./Mrs./Ms.)
Social Security or Tax ID #
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U.S. Resident? Yes / / No / /
Non-Resident Alien? Yes / / No / /
PERSONS WHO RESIDE IN FOREIGN COUNTRIES, INCLUDING U.S. CITIZENS AND
NON-RESIDENT ALIENS, ARE NOT PERMITTED TO INVEST IN THE NOTES.
Residence Address:
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Street (Please do not use P.O. Box)
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City & State Zip Code
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Home Phone Business Phone
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Mailing Address
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City & State Zip Code
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2. PAYMENTS- Complete this to direct payment checks if to a retirement
account. Must go to custodian unless other authorization is attached hereto:
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Custodian Address
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City and State Zip Code
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Account No. for payment to a retirement account
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3. REGISTERED REPRESENTATIVE STATEMENT - I hereby represent on recommending the
purchase of 11% Automobile Contract Notes Due _____, 1999 that I, the Registered
Representative, have responsible grounds to believe that the investment is
suitable for the subscriber based upon information available to me as conveyed
by the subscriber or his/her agent.
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Registered Representative's Signature Date
4. OWNERSHIP - CHECK ONE: (REFER TO THE SIGNATURE REQUIREMENTS AND
SUBSCRIPTION INSTRUCTIONS ON REVERSE SIDE)
/ / Individual / / Trust
/ / Joint Tenant with right
of survivorship / / XXX
/ / Tenants in Common / / Xxxxxx Plan
/ / Custodian-Uniform Gifts to Minors / / Pension or Profit
/ / Corporation / / Other
/ / General Partnership
/ / Limited Partnership
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5. SIGNATURES
Signature must be identical to subscriber name. Subscribers must sign the
Subscription Agreement; Purchaser representatives and investment advisors may
not sign on behalf of subscriber.
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Signature Date
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Print Name
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Signature Date
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Print Name
(Fiduciary signature line below applies only to Custodians, IRA's, Xxxxxx,
pension or profit sharing plans. Fiduciary represents that the beneficiary
meets the suitability standards).
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Fiduciary Signature on behalf of Beneficiary Date
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6. BROKER-DEALER INFORMATION
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Print Name of Registered Representative or Principal of Firm
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Broker-Dealer Firm Name Firm Phone Number
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Branch Office Name
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Street Address Branch Office
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City & State Zip Code
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FOR USE OF SOVEREIGN CREDIT FINANCE I, INC.
Amount: $ Acceptance Date:
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DISTRIBUTION OF COPIES
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White - Sovereign Credit Finance I, Inc.
Yellow - Broker-Dealer
Pink - Registered Representative
Gold - Investor
SUBSCRIPTION AGREEMENT
The investor signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of 11%
Automobile Contract Notes (the "Note") issued by Sovereign Credit Finance I,
Inc. ("Issuer"), as specified on the reverse side hereof, encloses and hereby
tenders the amount set forth on the reverse side hereof ($4,000 minimum,
$2,000 for IRA's), as full payment for the Note for which he is subscribing,
and hereby agrees, subject to the Issuer's acceptance of his subscription, to
become a Noteholder in an amount equal to the amount tendered. Subscriber
agrees that he may not revoke, cancel, terminate or withdraw his subscription
or this Subscription Agreement without the prior written consent of the
Issuer, and acknowledges that the Issuer may reject his subscription for any
reason whatsoever.
2. Subscriber hereby acknowledges receipt of a copy of the current
prospectus for the offering and sale of the Notes ("Prospectus") and
understands that the Note being acquired will be governed by the terms of the
Indenture referenced in such Prospectus and such other documents as may be
referenced therein. Subscriber further understands and agrees that,
following Issuer's acceptance of his subscription, he shall receive a Note
which shall evidence his status as a Noteholder of Issuer, such Note to be in
the form specified in the Indenture. The information set forth on the
reverse side hereof is true and accurate and Subscriber has proper authority
to execute this Subscription Agreement and make this investment.
3. Subscriber hereby represents that this purchase is made for the
Subscriber's own account and not with a view toward distribution. Subscriber
understands that it is not anticipated that an active market will ever
develop for the Notes, and that accordingly it may be impossible for
Subscriber to liquidate his investment in the Note, even in the event of an
emergency. Any transfer of the Note must comply with the requirements of the
Prospectus, the Note and with any additional requirements imposed by law or
by any governmental authorities.
4. TAX REPRESENTATIONS: Under penalties of perjury, I certify that (i)
the number shown on this form is my correct taxpayer identification number,
and (ii) that I am not subject to backup withholding because (A) I have not
been notified that I am subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue
Service has notified me that I am no longer subject to backup withholding.
Under penalties of perjury, I certify that I am not a non-resident alien
individual, a foreign partnership, a foreign corporation, or a foreign estate
or trust, which would be a foreign person within the meaning of Sections
1441, 1446 and 7701(a) of the Internal Revenue Code of 1986, as amended, and
that I will notify the Issuer before a change in my foreign status.
5. SUITABILITY. If an Arizona subscriber, the subscriber represents
that he/she/it has either (a) an annual gross income of at least $45,000 and
a net worth of at least $45,000 exclusive of the subscriber's principal
residence and its furnishings and personal use automobiles; or (b) a net
worth of at least $150,000, exclusive of the subscriber's principal residence
and its furnishings and personal use automobiles. If a California
subscriber, the subscriber represents that he/she/it has either (a) an
annual gross income of at least $60,000 and a net worth of at least $60,000
exclusive of the subscriber's principal residence and its furnishings and
personal use automobiles; or (b) a net worth of at least $225,000, exclusive
of the subscriber's principal residence and its furnishings and personal use
automobiles. If a North Carolina subscriber, the subscriber represents that
he/she/it has either (a) an annual gross income of at least $60,000 and a net
worth of at least $60,000 exclusive of the subscriber's principal residence
and its furnishings and personal use automobiles; or (b) a net worth of at
least $225,000, exclusive of the subscriber's principal residence and its
furnishings and personal use automobiles. If a Texas subscriber, the
subscriber represents that he/she/it has either (a) an annual gross income of
at least $45,000 and a net worth of at least $45,000 exclusive of the
subscriber's principal residence and its furnishings and personal use
automobiles; or (b) a net worth of at least $150,000, exclusive of the
subscriber's principal residence and its furnishings and personal use
automobiles. If a Wisconsin subscriber, the subscriber represents that
he/she/it has either (a) an annual gross income of at least $45,000 and a net
worth of at least $45,000 exclusive of the subscriber's principal residence
and its furnishings and personal use automobiles; or (b) a net worth of at
least $150,000, exclusive of the subscriber's principal residence and its
furnishings and personal use automobiles. If a subscriber is a fiduciary
account, the subscriber represents that the foregoing standards are met by
the beneficiary, the fiduciary account, or by the donor or grantor who
directly or indirectly supplies the funds to purchase the securities if the
donor or grantor is the fiduciary.
The capitalized terms used have the meanings assigned to them in the
Prospectus unless the context otherwise requires.
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SUBSCRIPTION INSTRUCTIONS
1. Complete all items and sign and date this Subscription Agreement in
the places indicated. Subscribers should use full names (not initials). If
you have previously subscribed for a Note in this offering and wish to
subscribe for an additional Note, please check the appropriate box and
complete the entire Subscription Agreement. NO SUBSCRIPTION AGREEMENT WILL
BE PROCESSED UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE
PAYMENT.
2. Make your subscription check payable to "River Oaks Trust Company,
as Escrow Agent," for the amount entered under "Amount Enclosed" in the
Subscription Agreement. After the Minimum Offering has been achieved,
subscription checks should be made payable to "Sovereign Credit Finance I,
Inc." NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED UNLESS FULLY COMPLETED
AND ACCOMPANIED BY THE APPROPRIATE PAYMENT.
3. Mail or deliver your signed Subscription Agreement and your check to
your Registered Representative.
4. Registered Representatives: Please forward signed Subscription
Agreements and checks to Sovereign Credit Finance I, Inc., 0000 Xxxxxxxx
Xxxx, Xxxxxxxx X, Xxxxxx, Xxxxx 00000.
The following signature and other documentation requirements have been
established for the following forms of ownership of the Notes:
JOINT TENANTS AND TENANTS IN COMMON: The signatures of all joint tenants
and tenants in common investors are required unless a separate document,
signed by all parties and designating one as the agent of the other(s) for
purposes of signing the Subscription Agreement, accompanies the Subscription
Agreement.
CORPORATION: The signature(s) of an officer(s) authorized to sign on
behalf of the corporation is(are ) required.
PARTNERSHIP: Specify whether the subscriber is a general or limited
partnership. If it is a general partnership, the signatures of all partners
are required. If it is a limited partnership, the signatures of all general
partners are required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of the
custodian, not of the parent (unless the parent has been designated as the
custodian). Only one child is permitted in each investment under the Uniform
Gifts to Minors Act. Different requirements may apply in your state. Please
consult your attorney for information regarding these requirements.
