SUBSCRIPTION CERTIFICATE
NAME OF RIGHTS HOLDER: ______________________________
SUBSCRIPTION CERTIFICATE NUMBER: ______________________________
NUMBER OF RIGHTS: ______________________________
AFG INVESTMENT TRUST C
SUBSCRIPTION RIGHT FOR CLASS B SUBORDINATED BENEFICIARY INTERESTS
This Subscription Certificate represents the number of Rights set forth
above. The Rights Holder named above is entitled to acquire one Class B
Subordinated Beneficiary Interest (a "Class B Subordinated Interest") in AFG
Investment Trust C (the "Trust") for each Right held.
Please Note: Minimum subscription is the lesser of (a) the amount of Class
B Subordinated Interests which the Rights Holder is permitted to acquire, which
is equal to the number of Rights set forth above, or (b) 400 Class B
Subordinated Interests for IRAs or other Qualified Plans or (c) 1,000 Class B
Subordinated Interests for all other subscribers (with a higher minimum purchase
in certain states).
To subscribe for Class B Subordinated Interests, the Exercising Rights
Holder must present to __________________________ (the "Subscription Agent"),
prior to 5:00 p.m., Boston time, on ______________, 1997 unless extended by the
Trust (the "Expiration Date"), at the address set forth on the reverse side of
this Certificate:
a properly completed and executed Subscription Certificate and a money
order or check drawn on a bank located in the United States and payable
to _____________________________, as Subscription Agent for AFG
Investment Trust C, in the amount of the Subscription Price for the
number of Class B Subordinated Interests subscribed for under his or
her Basic Subscription Rights plus, if applicable, the Subscription
Price for the number of Class B Subordinated Interests for which the
Over-Subscription Privilege is being exercised.
If the Rights Holder subscribes for additional Class B Subordinated
Interests pursuant to the Over-Subscription Privilege, Part B of Section I of
this Subscription Certificate must be completed to indicate the maximum number
of Class B Subordinated Interests for which the Over-Subscription Privilege is
being exercised.
No later than 15 business days following the Expiration Date, the
Subscription Agent will send to each Exercising Rights Holder (or, if the
Trust's Class A Interests are held by a nominee, to such nominee), a notice as
to the number of Class B Subordinated Interests purchased pursuant to his or her
Basic Subscription Rights and, if applicable, pursuant to the Over-Subscription
Privilege, along with a letter explaining the allocation of Class B Subordinated
Interests pursuant to the Over-Subscription Privilege. Any excess payment to be
refunded by the Trust to an Exercising Rights Holder who is not allocated the
full amount of Class B Subordinated Interests subscribed for pursuant to the
Over-Subscription Privilege will be mailed by the Subscription Agent to him or
her as promptly as practicable. An Exercising Rights Holder will have no right
to modify or rescind a subscription after the Subscription Agent has received
payment.
If an Exercising Rights Holder does not make payment of any amounts due in
respect of Class B Subordinated Interests subscribed for, the Trust and the
Subscription Agent reserve the right to (i) find other Rights Holders for the
subscribed and unpaid for Class B Subordinated Interests; (ii) apply any payment
actually received by it toward the purchase of the greatest whole number of
Class B Subordinated Interests which could be acquired by such Holder upon
exercise of his or her Basic Subscription Rights and/or
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pursuant to the Over-Subscription Privilege, and/or (iii) exercise any and all
other rights and/or remedies to which it may be entitled, including, without
limitation, the right to set-off against payment actually received by it with
respect to such subscribed Class B Subordinated Interests.
Capitalized terms used but not defined in this Subscription Certificate
shall have the meanings assigned to them in the Prospectus dated
___________________________, 1997 relating to the Rights.
AFG INVESTMENT TRUST C
Any questions regarding this Subscription Certificate and the Offer may be
directed to the Subscription Agent toll-free at (800) ______________, ext.
______ or to the Trust toll-free at (800) _____________.
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Expiration Date: _________________, 1997
PLEASE COMPLETE ALL APPLICABLE INFORMATION
BY MAIL OR OVERNIGHT COURIER: BY HAND:
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
SECTION I: TO SUBSCRIBE: I hereby irrevocably subscribe for the dollar amount of
Class B Subordinated Interests indicated in A and B below upon the terms and
conditions specified in the Prospectus related hereto, receipt of which is
acknowledged. I enclose a check or money order for the Subscription Price for
the number of Class B Subordinated Interests indicated in A plus the
Subscription Price for the number of Class B Subordinated Interests indicated in
B. I hereby agree to be bound by the Trust Agreement, as from time to time in
effect.
Please Note: Minimum subscription is the lesser of (a) the amount of Class
B Subordinated Interests which the Rights Holder is permitted to acquire, which
is equal to the number of Rights set forth on the reverse side of this
Certificate, or (b) 400 Class B Subordinated Interests ($2,000) for IRAs or
other Qualified Plans or (c) 1,000 Class B Subordinated Interests ($5,000) for
all other subscribers (with a higher minimum purchase in certain states).
Please check below:
A. Basic ____________________X $5.00 =$_____________
Subscription (Class B (Subscription (Amount
Rights Subordinated Price) Required)
Interests Subscribed
For)
B. Over-Subsription ___________________X $5.00 =$_____________
Privilege (Additional Class B (Subscription (Amount
Subordinated Price) Required)
Interests Requested)
C. Amount of Check or Money Order Enclosed (Total =$_____________
of A and B). Make check payable to
______________________, as Subscription Agent
for AFG Investment Trust A.
___________________________ Please provide your Day (______)___________
Signature(s) of Subscriber telephone number Evening (______)___________
___________________________
Signature(s) of Subscriber
The signature(s) must correspond with the name(s) as written upon the face of
this Subscription Certificate, in every particular, without alteration.
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