SERIES 2002-A NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY
AUTHORITY OF ANY STATE.
THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY.
THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES"
THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE
BENEFIT OF THE OBLIGORS AND THEIR AFFILIATES THAT THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A (A)(1) A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION AND (B) A QUALIFIED PURCHASER WITHIN THE MEANING OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE TRANSFER OF THIS NOTE IS
SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE MASTER FACILITY AGREEMENT AND THE
SERIES SUPPLEMENT REFERRED TO HEREIN.
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE
BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYMENT RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT.
NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE MASTER
FACILITY AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
A-1
No. 1
$100,000,000
MARLIN LEASING RECEIVABLES MASTER ASSET-BACKED FINANCING FACILITY,
SERIES 2002-A NOTE
MARLIN LEASING CORPORATION,
as the Servicer, and
MARLIN LEASING RECEIVABLES II LLC,
as the Obligor
(Not an interest in or obligation of Marlin Leasing Corporation, or its
affiliates, other than Marlin Leasing Receivables II LLC)
This certifies that JPMORGAN CHASE BANK, N.A., as agent for
FALCON ASSET SECURITIZATION CORPORATION (the "Series 2002-A Noteholder") is the
registered owner of this Series 2002-A Note (the "Series Note") issued by Marlin
Leasing Receivables II LLC ("MLR II LLC"), (the "Obligor"), created pursuant to
that certain Master Lease Receivables Asset-Backed Financing Facility Agreement,
dated as of April 1, 2002 (as amended and as the same may be further amended,
restated, supplemented or otherwise modified from time to time, the "Master
Facility Agreement"), by and among Marlin Leasing Corporation (the "Servicer"),
MLR II LLC, Marlin Leasing Receivables Corp. II ("MLR II"), as Obligors' Agent
(in such capacity, the "Obligors' Agent"), and Wells Fargo Bank, N.A., as
trustee and back-up servicer (the "Trustee")
To the extent not otherwise defined herein, capitalized
terms used herein have the meanings assigned in the Master Facility Agreement or
the Series Supplement (as hereinafter defined), as applicable.
This Series Note
is issued under