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Title: |
Guarantee Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
42KB total |
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Price: |
$35 |
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ID: |
#1454507 |
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Start of Preview |
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Form of
GUARANTEE AGREEMENT
Between
MELLON FINANCIAL CORPORATION
(as Guarantor)
and
JPMORGAN CHASE BANK
(as Trustee)
dated as of
CROSS-REFERENCE TABLE*
|
Section of Trust Indenture Act of 1939, as amended |
Section of Guarantee Agreement | |
|
310(a) |
4.1(a) | |
|
310(b) |
4.1(c), 2.8 | |
|
310(c) |
Inapplicable | |
|
311(a) |
2.2(b) | |
|
311(b) |
2.2(b) | |
|
311(c) |
Inapplicable | |
|
312(a) |
2.2(a) | |
|
312(b) |
2.2(b) | |
|
313 |
2.3 | |
|
314(a) |
2.4 | |
|
314(b) |
Inapplicable | |
|
314(c) |
2.5 | |
|
314(d) |
Inapplicable | |
|
314(e) |
1.1, 2.5, 3.2 | |
|
314(f) |
2.1, 3.2 | |
|
315(a) |
3.1(d) | |
|
315(b) |
2.7 | |
|
315(c) |
3.1 | |
|
315(d) |
3.1(d) | |
|
316(a) |
1.1, 2.6, 5.4 | |
|
316(b) |
5.3 | |
|
316(c) |
8.2 | |
|
317(a) |
Inapplicable | |
|
317(b) |
Inapplicable | |
|
318(a) |
2.1(b) | |
|
318(b) |
2.1 | |
|
318(c) |
2.1(a) |
| * | This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions. |
TABLE OF CONTENTS
| ARTICLE I. DEFINITIONS | 1 | |||
|
Section 1.1. |
Definitions | 1 | ||
| ARTICLE II. TRUST INDENTURE ACT | 3 | |||
|
Section 2.1. |
Trust Indenture Act; Application | 3 | ||
|
Section 2.2. |
List of Holders | 3 | ||
|
Section 2.3. |
Reports by the Guarantee Trustee | 3 | ||
|
Section 2.4. |
Periodic Reports to the Guarantee Trustee | 4 | ||
|
Section 2.5. |
Evidence of Compliance with Conditions Precedent | 4 | ||
|
Section 2.6. |
Events of Default; Waiver | 4 | ||
|
Section 2.7. |
Event of Default; Notice | 4 | ||
|
Section 2.8. |
Conflicting Interests | 4 | ||
| ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE | 4 | |||
|
Section 3.1. |
Powers and Duties of the Guarantee Trustee | 4 | ||
|
Section 3.2. |
Certain Rights of Guarantee Trustee | 6 | ||
|
Section 3.3. |
Indemnity | 7 | ||
| ARTICLE IV. GUARANTEE TRUSTEE | 7 | |||
|
Section 4.1. |
Guarantee Trustee: Eligibility | 7 | ||
|
Section 4.2. |
Appointment, Removal and Resignation of the Guarantee Trustee | 8 | ||
| ARTICLE V. GUARANTEE | 8 | |||
|
Section 5.1. |
Guarantee | 8 | ||
|
Section 5.2. |
Waiver of Notice and Demand | 8 | ||
|
Section 5.3. |
Obligations Not Affected | 8 | ||
|
Section 5.4. |
Rights of Holders | 9 | ||
|
Section 5.5. |
Guarantee of Payment | 9 | ||
|
Section 5.6. |
Subrogation | 9 | ||
|
Section 5.7. |
Independent Obligations | 10 | ||
| ARTICLE VI. COVENANTS AND SUBORDINATION | 10 | |||
|
Section 6.1. |
Subordination | 10 | ||
|
Section 6.2. |
Pari Passu Guarantees | 10 | ||
| ARTICLE VII. TERMINATION | 10 | |||
|
Section 7.1. |
Termination | 10 | ||
| ARTICLE VIII. MISCELLANEOUS | 10 | |||
|
Section 8.1. |
Successors and Assigns | 10 | ||
|
Section 8.2. |
Amendments | 11 | ||
|
Section 8.3. |
Notices | 11 | ||
|
Section 8.4. |
Benefit | 12 | ||
|
Section 8.5. |
Interpretation | 12 | ||
|
Section 8.6. |
Governing Law | 12 | ||
-i-
GUARANTEE AGREEMENT
This GUARANTEE AGREEMENT, dated as of , is executed and delivered by MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the Guarantor) having its principal office at One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and JPMORGAN CHASE BANK, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities and the Common Securities (each as defined herein and, together, the Securities) of Mellon Capital , a Delaware statutory business trust (the Issuer).
WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of (the Trust Agreement), among the Guarantor, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing $ aggregate Liquidation Amount (as defined in the Trust Agreement) of its % Capital Securities, Series , Liquidation Amount $25 per capital security (the Capital Securities), representing undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Trust Agreement;
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