1
EXHIBIT 10.5
TRANSITION AUTO FINANCE II, INC. SUBSCRIPTION
$20,000,000 - 11% SECURED NOTES DUE AUGUST 31, 2004 AGREEMENT
------------------------------------------------------------------------------------------------------------------------------------
BY COMPLETING AND EXECUTING THIS PAGE, THE INVESTOR HEREBY (i) ACKNOWLEDGES READING AND UNDERSTANDING THE MATERIAL ON THE REVERSE
SIDE, AND (ii) REPRESENTS, WARRANTS, ACKNOWLEDGES AND AGREES TO ALL PROVISIONS SET FORTH BELOW AND ON THE REVERSE SIDE.
------------------------------------------------------------------------------------------------------------------------------------
Investment Amount: $ 4. SPECIAL PAYMENT DIRECTIONS: Complete this section to
----------------------------------------- direct payment checks and Form 1099s to an address other
than the residence address given in 2 above. (Note: If the
1. INVESTOR TYPE - (Check One) investment is made through an XXX, trustee or clearing
(REFER TO THE SIGNATURE REQUIREMENTS IN SUBSCRIPTION broker, payments must go to custodian, trustee or clearing
INSTRUCTIONS ON REVERSE SIDE) broker unless other authorization is attached hereto):
[] Individual [] XXX -------------------------------------------------------------
[] Joint Tenant with right of [] Custodian, Uniform Gift Name
survivorship to Minors
[] Trust [] Pension or Profit -------------------------------------------------------------
[] Corporation [] Xxxxx Plan Address
[] General Partnership [] Other
-------------------- -------------------------------------------------------------
City & State Zip Code
-------------------------------------------------------------
2. INVESTOR DATA - (Please Print) Account No. (for payment to a designated account)
-----------------------------------------------------------------
Name of Investor 5. INVESTOR SUITABILITY: (Read Carefully and Initial) My
income and net worth meet both the minimum required
suitability standards as stated in the Prospectus, and (if
----------------------------------------------------------------- applicable) the higher suitability standards applying to my
Social Security or Tax ID# state of residence. (By signing, fiduciaries signing for
beneficiaries represent that the beneficiaries meet the
applicable suitability standards.) XXX Investors must
----------------------------------------------------------------- initial, not the XXX Trustee.
2nd Investor Name
Investor's Initials 2nd Investor's Initials
--- ---
-----------------------------------------------------------------
2nd Investor Social Security #
6. SIGNATURES - Signature must be identical to name of
RESIDENT ADDRESS OF INVESTOR: investor. Unless the investor's registered representative
signs on behalf of the investor, the investor must sign
----------------------------------------------------------------- below. Investment advisors may not sign on behalf of the
Street (Please do not use a P.O. Box) investor.
----------------------------------------------------------------- -------------------------------------------------------------
City & State Zip Code Signature of Investor Date
----------------------------------------------------------------- -------------------------------------------------------------
Home Phone Business Phone Print Name
-------------------------------------------------------------
3. SPECIAL REGISTRATION DIRECTIONS - Please complete this section Signature of Second Investor Date
if the Note should be registered in the name of an XXX, trustee
or clearing broker (for the benefit of the investor's account). An -------------------------------------------------------------
authorized representative of the custodian, trustee or clearing Print Name
broker must execute to evidence consent (see instruction 1
on reverse hereof). -------------------------------------------------------------
Registered Representative's Signature (if signing on behalf
of investor)
-----------------------------------------------------------------
Name of Custodian, Trustee or Clearing Brokerage Firm
7. REGISTERED REPRESENTATIVE STATEMENT - I, the Registered
Representative for the foregoing investor, hereby represent
----------------------------------------------------------------- that:
Address
(1) I have reasonable grounds to believe, on the basis of
information obtained from the investor concerning his age,
----------------------------------------------------------------- educational level, knowledge of investment, investment
City & State Zip Code objectives, other investments, financial situation, needs
and any other information known by me that (a) the investor
is or will be in a financial position appropriate to enable
----------------------------------------------------------------- him to realize to a significant extent the merits and risks
Tax ID # Business Phone described in the Prospectus, (b) the investor has a fair
market net worth sufficient to sustain the risks inherent
in this investment, including loss of investment and lack
----------------------------------------------------------------- of liquidity, (c) the investor satisfies both the minimum
Signature of Authorized Representative of Custodian, Trustee or required suitability standards stated in the Prospectus and
Clearing Brokerage Firm (if applicable) the higher suitability standards for the
investor's state of residence, and (d) this investment is
otherwise suitable for the investor;
-----------------------------------------------------------------
Name and Title of Authorized Representative (2) I will maintain on file documents indicating that a
Prospectus has been delivered to the investor and disclosing
the basis upon which the determination of suitability was
----------------------------------------------------------------- reached and have, prior to execution of this Subscription
Agreement, informed the investor of all pertinent facts
relating to the liquidity and marketability of the Notes
during the term of the investment; and
(3) If I am signing in 6 above on behalf of the investor,
information regarding the investor set forth above and
the representations, warranties, acknowledgments, and
agreements of the investor on the reverse side hereof are
FOR USE OF TRANSITION AUTO FINANCE III, INC. true and complete and are binding upon the investor.
Amount: $ Acceptance Date:
---------------- ------------------ -------------------------------------------------------------
Registered Representative's Signature Date
Investor #: Investor State:
------------------ -------------------
-------------------------------------------------------------
Print Name Phone
-------------------------------------------------------------
Broker/Dealer Firm Name
-------------------------------------------------------------
Address
-------------------------------------------------------------
City & State Zip Code
2
SUBSCRIPTION AGREEMENT
The investor(s) signatory hereto ("Subscriber") represents, warrants,
acknowledges and agrees as follows:
1. Subscriber hereby subscribes for the principal amount of 11% Secured Notes
(the "Note") issued by Transition Auto Finance III, Inc. ("Issuer"), as
specified on the reverse side hereof, encloses and hereby tenders the amount set
forth on the reverse side hereof as full payment for the Note for which he is
subscribing, and hereby agrees, subject to the Issuer's acceptance of his
subscription, to become a Noteholder in an amount equal to the amount tendered.
Subscriber agrees that he may not revoke, cancel, terminate or withdraw his
subscription or his Subscription Agreement without the prior written consent of
the Issuer, and acknowledges that the Issuer may reject his subscription for any
reason whatsoever. The minimum investment is $5,000 (or $2,000 for individual
Retirement Accounts).
2. Subscriber hereby acknowledges receipt of a copy of the current Prospectus
for Transition Auto Finance III, Inc. 11% Secured Notes Due June 30, 2002
("Prospectus") and understands that the Note being acquired will be governed by
the terms of the Indenture referenced in such Prospectus and such other
documents as may be referenced therein. Subscriber further understands and
agrees that, following Issuer's acceptance of his subscription, he shall receive
a Note that shall evidence his status as a Noteholder of Issuer, such Note to be
in the form specified in the Indenture. The information set forth on the
signature page hereof is true and accurate and Subscriber has proper authority
to execute this Subscription Agreement and make this Investment.
3. Subscriber hereby represents that this purchase is made for the
Subscriber's own account and not with a view toward distribution. Subscriber
understands that it is not anticipated that an active market will ever develop
for the Note, and that accordingly it may be impossible for Subscriber to
liquidate his investment in the Note, even in the event of an emergency. Any
transfer of the Note must comply with the requirements of the Prospectus, the
Note and with any additional requirements imposed by laws or by any governmental
authorities.
4. Subscriber hereby acknowledges that the Escrow Agent's sole role in the
offering described in the Prospectus is that of escrow agent, and that the
Escrow Agent has not reviewed the Prospectus and makes no representations
whatsoever as to the nature of such offering or the compliance of such offering
with any applicable state or federal laws, rules or regulations. Subscriber also
understands that the Issuer (and not the Escrow Agent) will make all
computations regarding the amount of interest (if any) that will be paid to such
Subscriber with respect to his subscription payment.
5. TAX REPRESENTATIONS: Under penalties of perjury, Subscriber hereby
certifies that (i) the number shown on this form and on the accompanying IRS
Work W-9 is Subscriber's correct taxpayer identification number, and (ii) that
Subscriber is not subject to backup withholding because (A) Subscriber has not
been notified that Subscriber is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified Subscriber that Subscriber is no longer subject to backup
withholding. Under penalties of perjury, unless express written disclosure to
the contrary is delivered to the Issuer together with this form, Subscriber
certifies that Subscriber is not a non-resident alien individual, a foreign
partnership, a foreign corporation, or a foreign estate or trust, which would be
a foreign person within the meaning of Section 1441, 1146 and 7701(a) of the
Internal Revenue Code of 1986, as amended, and that Subscriber will notify the
Issuer before a change in Subscriber's foreign status.
--------------------------------------------------------------------------------
SUBSCRIPTION INSTRUCTIONS
1. Complete all applicable items and sign and date this Subscription
Agreement in the places indicated. Subscribers should use full names (not
initials). If you have previously subscribed for a Note in this offering and
wish to subscribe for an additional Note, please complete the entire
Subscription for the new Note. NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED
UNLESS FULLY COMPLETED AND ACCOMPANIED BY THE APPROPRIATE PAYMENT. Parts 3 and 4
need not be completed unless the investor wishes to provide special payment
delivery instructions (Part 4) or to register his Note in the name of an XXX,
trustee or clearing brokerage firm. A separate IRS Form W-9 must be completed,
executed and submitted by the custodian, trustee or clearing brokerage firm.
2. Make your subscription check payable to "Great Nation Investment
Corporation" for the amount entered under "Amount Enclosed" in the Subscription
Agreement. Mail or deliver your signed Subscription Agreement and your check to
your Registered Representative.
3. Registered Representatives: Please forward signed Subscription
Agreements and checks to Great Nation Investment Corporation, 0000 X Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx 00000, Attention: Mr. Xxx Treat.
The following signature and other documentation requirements have been
established for the following forms of ownership of the Notes:
JOINT TENANTS AND TENANTS IN COMMON: The signatures of all joint tenants and
tenants in common investors are required unless a separate document, signed by
all parties and designating one a the agent of the other(s) for purposes of
signing the Subscription Agreement, accompanies the Subscription Agreement.
CORPORATION: The signature(s) of an officer(s) authorized to sign on behalf of
the Corporation is (are) required.
PARTNERSHIP: Specify whether the Subscriber is a general or limited partnership.
If it is a general partnership, the signatures of all partners are required. If
it is a limited partnership, the signatures of all general partners are
required.
TRUST: The Subscription Agreement must be signed by the trustee.
UNIFORM GIFTS TO MINORS ACT: The required signature is that of the custodian,
not of the parent (unless the parent has been designated as the custodian). Only
one child is permitted in each investment under the Uniform Gifts to Minors Act.
Different requirements may apply in your state. Please consult your attorney for
information regarding these requirements.
If you have any questions regarding these requirements, please call TRANSITION
AUTO FINANCE III, INC., AT 000-000-0000.
