|
|
|
|
Document Preview Underwriting Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Underwriting Agreement |
|||
|
Entities: |
Chase Manhattan Bank; Citigroup Global Markets Inc.; Mellon Bank PFL Master Note Trust; Reed Smith |
|||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 6KB of 96KB total |
|||
|
Price: |
$37 |
|||
|
ID: |
#2390200 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
$550,000,000
MELLON BANK PFL MASTER NOTE TRUST
SERIES 2004-1
UNDERWRITING AGREEMENT
June 16, 2004
CITIGROUP GLOBAL MARKETS INC.
as Representative of the
Several Underwriters
390 Greenwich Street, 6th Floor
New York, New York 10013
Ladies and Gentlemen:
Section 1. Introductory. Mellon Bank PFL Master Note Trust (the Issuer) proposes to issue $513,700,000 aggregate principal amount of Class A Notes, Series 2004-1 (the Class A Notes), $22,341,000 aggregate principal amount of Class B Notes, Series 2004-1 (the Class B Notes) and $13,959,000 aggregate principal amount of Class C Notes, Series 2004-1 (the Class C Notes and, collectively with the Class A Notes and the Class B Notes, the Offered Notes). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the Note Offering. The Issuers Class D Notes, Series 2004-1 (the Class D Notes and, collectively with the Offered Notes, the Notes) also will be issued pursuant to the Indenture.
The Issuer is a Delaware statutory trust formed pursuant to a Trust Agreement, dated as of March 1, 2004 (the Trust Agreement), between Mellon Bank, N.A. as administrator, Mellon Premium Finance Loan Owner Trust, as depositor, and Chase Manhattan Bank U.S.A., National Association, as owner trustee (the Owner Trustee). The Offered Notes will be issued pursuant to an indenture dated as of June 24, 2004 (the Master Indenture) between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the Indenture Trustee), as supplemented by the Series 2004-1 indenture supplement with respect to the Offered Notes dated as of June 24, 2004 (the Indenture Supplement and, together with the Master Indenture, the Indenture).
The primary asset of the Issuer is a certificate (the Master Collateral Certificate) representing a beneficial interest in the assets held in Mellon Bank Premium Finance Loan Master Trust (Trust I), issued pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of June 15, 2001, as amended as of June 24, 2004 and as supplemented by the Series 2004-MC Supplement thereto (as so amended and supplemented, the Pooling and Servicing Agreement), among Mellon Bank, N.A., a national banking association (the Seller), AFCO Credit Corporation, a New York corporation (AFCO Credit) and AFCO
Acceptance Corporation, a California corporation (AFCO Acceptance and together with AFCO Credit as servicers, the Servicer), Premium Financing Specialists, Inc., a Missouri Corporation, and Premium Financing Specialists of California, In., a California corporation, as backup-servicers and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee). The assets of Trust I include, among other things, certain commercial insurance premium finance loans (the Receivables) conveyed from time to time to the Seller, who then conveys such Receivables to the Mellon Premium Finance Loan Owner Trust (the Transferor), a Delaware statutory trust. The Transferor conveys such Receivables to Trust I.
The Issuer proposes to issue and sell the Offered Notes to the Underwriters named in Schedule I hereto (the Underwriters), for whom you are acting as representative (the Representative). This Agreement is referred to herein as the Agreement.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us