312 CERTIFICATE COMPANY
$600,000,000 INSTALLMENT FACE AMOUNT CERTIFICATE
APRIL 21, 1999
312 Certificate Company, a corporation duly organized and existing under
the laws of the State of Delaware (the "Issuer"), shall pay to The First
National Bank of Chicago, as agent (the "Agent") for International
Securitization Corporation ("ISC") and any subsequent entity which, in the
future purchases an interest in this installment face amount certificate
(this "Certificate") and such future potential purchasers are pursuant to the
Liquidity Agreement (collectively, ISC hereinafter referred to as the
"Certificateholders") the principal amount of $600,000,000, or, if less, the
aggregate unpaid principal amount of all installment purchase payments made
by the Certificateholders from time to time (the "Invested Amount"), and to
pay interest on the Invested Amount as more fully set forth in that certain
Face Amount Certificate Agreement dated as of April 23, 1998, among the
Issuer, ISC and the Agent (as amended, restated, supplemented or otherwise
modified from time to time, the "Face Amount Certificate Agreement").
This Certificate is issued pursuant to the Face Amount Certificate
Agreement. Reference is hereby made to the Face Amount Certificate Agreement
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Agent and the Certificateholders and
the terms upon which this Certificate is delivered. All terms used in this
Certificate which are not defined herein shall have the meanings assigned to
them in the Face Amount Certificate Agreement. The provisions of the Face
Amount Certificate Agreement are hereby incorporated by reference herein and
shall be binding on the Issuer, the Agent and the Certificateholders as if
fully set forth herein. As provided in the Face Amount Certificate
Agreement, this Certificate is secured by the Pledged Collateral. To the
extent provided in the Face Amount Certificate Agreement and the Pledge
Agreement, the Certificateholders, (and the Agent on their behalf) shall be
entitled to the benefits of a security interest in the Pledged Collateral for
the benefit of the Certificateholders.
THIS INSTALLMENT FACE AMOUNT CERTIFICATE IS ISSUED IN REPLACEMENT OF, AND
EVIDENCES OBLIGATIONS PREVIOUSLY EVIDENCED BY, THAT CERTAIN $500,000,000
INSTALLMENT FACE AMOUNT CERTIFICATE DATED APRIL 23, 1998 ISSUED BY THE ISSUER
TO THE AGENT.
THIS INSTALLMENT FACE AMOUNT CERTIFICATE IS SUBJECT TO PREPAYMENT AND/OR
REDEMPTION PRIOR TO ITS MATURITY AS SET FORTH IN THE FACE AMOUNT CERTIFICATE
AGREEMENT.
THIS INSTALLMENT FACE AMOUNT CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "33 ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OF AMERICA (THE "BLUE SKY LAWS"). THE HOLDER HEREOF, BY
PURCHASING THIS INSTALLMENT FACE AMOUNT CERTIFICATE OR ANY INTEREST HEREIN
(THE "INTEREST") REPRESENTS THAT IT IS AN "ACCREDITED INVESTOR" AS THAT TERM
IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE '33 ACT AND AGREES
THAT SUCH INTEREST WILL ONLY BE OFFERED, RESOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE '33 ACT, THE APPLICABLE BLUE SKY
LAWS AND THE RESTRICTIONS SET FORTH IN THE FACE AMOUNT CERTIFICATE AGREEMENT.
THIS FACE AMOUNT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO
CONFLICT OF LAWS PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed as of the date first above-written.
Dated: April 21, 1999
312 CERTIFICATE COMPANY
By: /s/ William D. Morris
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Name: William D. Morris
Title: CEO