<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
June 30, 1998
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
---------------------------------------------
(Exact name of registrant as specified in charter)
New York 333-11961 25-0659306
- -------------------- ------------------- --------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 234-5000
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events
The tables attached hereto as Exhibit 19.1 (the "Updated
Tables") update the tables contained on pages 37 through 41 (the "Original
Tables") of the Mellon Bank Premium Finance Loan Master Trust Prospectus, dated
December 12, 1996 (the "Prospectus"), which forms a part of the Registration
Statement on Form S-3, No. 333-11961. The "Geographic Concentration" table
appearing on pages 38 and 39 of the Prospectus has been updated to reflect the
fact that additional states became Permitted States and that address changes for
insureds have occurred. The table under the caption "Loan Loss Experience" has
been updated to set forth loss experience for the Identified Portfolio for the
year ended December 31, 1997 and for the six month period ended June 30, 1998.
The table under the caption "Loan Delinquency Experience Following Cancellation"
has been updated to add a new table to show delinquency experience for the
Identified Portfolio for the twelve month period ended December 31, 1997 and the
six month period ended June 30, 1998. The table under the caption "Originators'
Portfolio Yield" has been updated to add a new table to show portfolio yield
information for the Identified Portfolio for the twelve month period ended
December 31, 1997 and the six month period ended June 30, 1998. Capitalized but
undefined terms used herein have the meanings set forth in the Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Net charge offs, as an annualized percentage of the average
outstanding principal balance of loans in the Identified Portfolio, increased to
.42% for the six month period ended June 30, 1998 from 0.16% for the twelve
months ended December 31, 1997. This increase resulted from two factors.
First, the Servicer's policy is generally to charge off loans
if uncollected 270 days after cancellation of the related insurance policy. As a
result, in any period the annualized percentage of charge-offs is affected by
the delinquency profile of loans in the pool at the beginning of the period. A
beginning of period pool characterized by delinquencies which are relatively low
in number and/or of relatively short duration will tend to have, all other
things being equal, a relatively lower annualized percentage of charge-offs in
the period. The Identified Portfolio was initially constituted in December, 1996
with a bulk transfer of loans to the Trust. One of the requirements for the
loans to be transferred was that the loans could not at the time of transfer
have been delinquent for more than thirty days. Consequently, the Identified
Portfolio at the beginning of the twelve month period ended December 31, 1997
(approximately two weeks after the initial transfer of loans to the Trust),
contained a relatively low proportion of loans delinquent for more than thirty
days. By comparison, the delinquency profile of the loans in the Identified
Portfolio at the beginning of the six month period ended June 30, 1998 was not
so affected by a bulk transfer of non-delinquent loans shortly prior to the
beginning of the period. As a consequence, the annualized net charge-off
percentage for the latter period increased.
The increase in the annualized net charge-off percentage also
resulted from lower originations of new loans which, when compared to
charge-offs resulting in part from higher originations in the prior period,
yielded a higher charge-off percentage; economic pressures affecting the
insurance industry, which have resulted in insurance companies being more
assertive in resisting making unearned premium refunds; the utilization of new
insurance agents and increased extended payment terms, which have resulted in
increased risk of nonpayment; and higher levels of borrower bankruptcies, which
have contributed to increased charge-offs.
In the accompanying table "Originators' Portfolio
Yield/Identified Portfolio", the Average Outstanding Principal Balance
Receivables for the six month period ended June 30, 1998 do not include amounts
held on deposit during such period in the Excess Funding Account, and the
Interest and Fee Income does not include earnings on amounts so held on deposit.
Funds were deposited in the Excess Funding Account in January, March, April, May
and June 1998 for
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<PAGE> 3
the purpose of maintaining the required Minimum Transferor Interest under the
Pooling and Servicing Agreement. If the amounts so held on deposit and the
earnings on such amounts had been included in the table, the Average Revenue
Yield for the six month period ended June 30, 1998 would have been 11.39% as
compared to 11.56% set forth in the accompanying "Originators' Portfolio
Yield/Identified Portfolio" table.
As of June 30, 1998, the Pooling and Servicing Agreement was
amended so as to permit the transfer to the Trust of Receivables represented by
Premium Finance Agreements financing insurance policies which included policies
written by Lloyds of London, subject to other limitations contained in the
Pooling and Servicing Agreement. The amendment also confirms the prohibition of
the transfer to the Trust of Receivables relating to any insurance carrier known
to any of the Originators or the Transferor to be subject of any insolvency,
receivership or other similar proceedings. The additional Receivables permitted
by this amendment began to be transferred to the Trust on July 1, 1998 and are
not included in any of the data presented in this report.
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<PAGE> 4
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
- -----------
19.01 Updated Tables
19.02 Amendment No. 1 to Pooling and Servicing Agreement, dated as
of June 30, 1998, by and among Mellon Bank, N.A., as
Transferor, AFCO Credit Corporation and AFCO Acceptance
Corporation, each as Servicer, Premium Finance Specialists,
Inc., as Back-up Servicer, Premium Finance Specialists of
California, Inc., as Back-up Servicer, and The First National
Bank of Chicago, as Trustee.
19.03 Amendment No. 2 to Pooling and Servicing Agreement, dated as
of June 30, 1998, by and among Mellon Bank, N.A., as
Transferor, AFCO Credit Corporation, AFCO Acceptance
Corporation, each as Servicer, Premium Finance Specialists,
Inc., as Back-up Servicer, Premium Finance Specialists of
California, Inc., as Back-up Servicer, and The First National
Bank of Chicago, as Trustee.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
---------------------------------------------
(Registrant)
By: AFCO Credit Corporation, on behalf
of Mellon Bank Premium Finance
Loan Master Trust
By: /s/ FREDERICK B. OLLETT, III
----------------------------------
Name: Frederick B. Ollett, III
Title: Vice President and
Chief Financial Officer
Date: July 31, 1998
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<PAGE> 6
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
19.1 Updated Tables
19.2 Amendment No. 1 to Pooling and Servicing Agreement,
dated as of June 30, 1998, by and among Mellon
Bank, N.A., as Transferor, AFCO Credit Corporation
and AFCO Acceptance Corporation, each as Servicer,
Premium Finance Specialists, Inc., as Back-up
Servicer, Premium Finance Specialists of
California, Inc., as Back-up Servicer, and The
First National Bank of Chicago, as Trustee.
19.3 Amendment No. 2 to Pooling and Servicing Agreement,
dated as of June 30, 1998, by and among Mellon
Bank, N.A., as Transferor, AFCO Credit Corporation,
AFCO Acceptance Corporation, each as Servicer,
Premium Finance Specialists, Inc., as Back-up
Servicer, Premium Finance Specialists of
California, Inc., as Back-up Servicer, and The
First National Bank of Chicago, as Trustee.
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<PAGE> 1
Exhibit 19.1
AFCO AGGREGATE RECEIVABLES BALANCE BY AMOUNT - IDENTIFIED PORTFOLIO
AS OF 6/30/98
<TABLE>
<CAPTION>
PERCENT OF
PERCENT OF AGGREGATE AGGREGATE
NUMBER OF RECEIVABLE RECEIVABLE
AGGREGATE RECEIVABLES BALANCE NUMBER OF ACCTS ACCTS BALANCE BALANCE
<S> <C> <C> <C> <C>
1. 5,000 or less 33,884 69.26% $ 56,322,318.02 10.47%
2. 5,000 - 10,000 6,322 12.92% 44,680,004.11 8.31%
3. 10,000 - 25,000 5,134 10.49% 79,407,213.77 14.77%
4. 25,000 - 50,000 1,922 3.93% 66,411,161.79 12.35%
5. 50,000 - 75,000 636 1.30% 38,671,478.26 7.19%
6. 75,000 - 100,000 290 0.59% 25,244,606.71 4.69%
7. 100,000 - 250,000 501 1.02% 76,348,930.11 14.20%
8. 250,000 - 500,000 136 0.28% 46,296,650.51 8.61%
9. 500,000 - 1,000,000 62 0.13% 42,366,064.16 7.88%
10. 1,000,000 - 5,000,000 31 0.06% 47,084,773.08 8.76%
11. Over 5,000,000 2 14,871,890.90 2.77%
Total: 48,920 $537,705,091.42
</TABLE>
<PAGE> 2
AFCO COMPOSITION OF RECEIVABLES BY REMAINING INSTALLMENT TERM -
IDENTIFIED PORTFOLIO AS OF 6/30/98
<TABLE>
<CAPTION>
PERCENT OF
PERCENT OF AGGREGATE AGGREGATE
NUMBER OF RECEIVABLES RECEIVABLES
REMAINING INSTALLMENT TERM NUMBER OF ACCTS ACCTS BALANCE BALANCE
<S> <C> <C> <C> <C>
03 Months or Less 18,525 37.87% $ 80,987,570.80 15.06%
04 to 06 Months 17,206 35.17% 174,157,574.77 32.39%
07 to 09 Months 12,690 25.94% 197,346,666.70 36.70%
10 to 12 Months 294 0.60% 32,605,485.57 6.06%
13 to 18 Months 108 0.22% 28,250,521.79 5.25%
More than 18 Months 97 0.20% 24,357,271.79 4.53%
Total: 48,920 $537,705,091.42
</TABLE>
<PAGE> 3
AFCO GEOGRAPHIC CONCENTRATION - IDENTIFIED PORTFOLIO
AS OF 6/30/98
PERCENTAGE OF
AGGREGATE AGGREGATE
RECEIVABLES RECEIVABLES
STATES BALANCE BALANCE
CALIFORNIA $118,184,046.77 21.98%
TEXAS 72,001,445.30 13.39%
NEW YORK 47,459,056.22 8.83%
FLORIDA 38,653,444.63 7.19%
NEW JERSEY 33,024,910.48 6.14%
PENNSYLVANIA 21,304,667.07 3.96%
WASHINGTON 16,315,518.68 3.03%
GEORGIA 14,334,590.34 2.67%
OHIO 13,178,743.54 2.45%
MASSACHUSETTS 11,926,057.13 2.22%
ILLINOIS 11,269,906.84 2.10%
LOUISIANA 10,085,448.06 1.88%
MICHIGAN 9,084,825.68 1.69%
COLORADO 8,907,400.52 1.66%
OREGON 8,820,664.22 1.64%
ALASKA 7,821,497.11 1.45%
NORTH CAROLINA 7,311,846.72 1.36%
INDIANA 7,289,194.74 1.36%
CONNECTICUT 6,880,619.48 1.28%
SOUTH CAROLINA 6,605,924.73 1.23%
VIRGINIA 5,881,479.54 1.09%
MARYLAND 5,205,777.14 0.97%
OKLAHOMA 4,984,739.43 0.93%
MINNESOTA 4,650,991.09 0.86%
WISCONSIN 4,645,664.43 0.86%
ALABAMA 4,262,113.13 0.79%
MISSOURI 3,779,226.69 0.70%
WEST VIRGINIA 3,664,756.74 0.68%
ARIZONA 3,579,015.00 0.67%
ARKANSAS 3,443,578.20 0.64%
KENTUCKY 3,274,977.01 0.61%
HAWAII 3,227,386.52 0.60%
MISSISSIPPI 2,893,156.33 0.54%
TENNESSEE 2,566,732.50 0.48%
NEVADA 2,174,199.68 0.40%
NEW HAMPSHIRE 1,692,693.51 0.31%
UTAH 1,551,073.17 0.29%
MAINE 1,131,576.99 0.21%
IDAHO 1,100,427.57 0.20%
NEBRASKA 928,516.75 0.17%
MONTANA 814,186.31 0.15%
IOWA 677,353.34 0.13%
RHODE ISLAND 633,523.00 0.12%
WYOMING 390,057.31 0.07%
SOUTH DAKOTA 66,635.58 0.01%
DELAWARE 15,686.28 0.00%
ONTARIO 7,152.80 0.00%
NEW MEXICO 1,491.29 0.00%
BRITISH COLUMBIA 721.98 0.00%
KANSAS 393.85 0.00%
Total: $537,705,091.42
<PAGE> 4
LOAN LOSS EXPERIENCE(1)
IDENTIFIED PORTFOLIO
(DOLLARS IN THOUSANDS)
SIX MONTHS ENDED TWELVE MONTHS ENDED
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
Average Outstanding Principal Balance $529,780 $562,229
Gross Charge Offs 1,477 1,002
Recoveries 352 102
Net Charge Offs 1,125 900
Net Charge Offs as a Percentage of Average
Aggregate Outstanding Principal Balance 0.42% (2) 0.16%
(1) A loan is generally written off to the extent it is uncollected 270 days
after the effective date of cancellation of the related insurance policy.
(2) Calculated on an annualized basis.
<PAGE> 5
LOAN DELINQUENCY EXPERIENCE FOLLOWING CANCELLATION
IDENTIFIED PORTFOLIO
AT JUNE 30, AT DECEMBER 31,
1998 1997
---- ----
Number of days a loan remains overdue after
cancellation of the related insurance policy
31-89 days 0.71% 1.17%
90-270 days 1.18% 0.93%
Over 270 days(1) 0.00% 0.00%
----- -----
Total 1.89% 2.10%
(1) A loan is generally written off to the extent it is uncollected 270 days
after the effective date of cancellation of the related insurance policy.
<PAGE> 6
ORIGINATORS' PORTFOLIO YIELD
IDENTIFIED PORTFOLIO
(DOLLARS IN THOUSANDS)
SIX MONTHS ENDED TWELVE MONTHS ENDED
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
Average Outstanding Principal Balance
Receivables $529,780 $562,229
Interest & Fee Income 30,622 63,462
Average Revenue Yield 11.56%(1) 11.29%
(1) Calculated on an annualized basis.
<PAGE> 1
Exhibit 19.2
AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT (this
"Amendment"), dated as of June 30, 1998, by and among MELLON BANK, N.A., a
national banking association, as Transferor ("Transferor"), AFCO CREDIT
CORPORATION, a New York corporation, and AFCO ACCEPTANCE CORPORATION, a
California corporation, each as Servicer, (jointly and severally referred to
herein as "Servicer"), PREMIUM FINANCING SPECIALISTS, INC., a Missouri
corporation, as Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF CALIFORNIA,
INC., a California corporation, as Back-up Servicer, and THE FIRST NATIONAL BANK
OF CHICAGO, a national banking association, as Trustee ("Trustee").
RECITALS:
WHEREAS, the parties hereto desire to amend that certain
Pooling and Servicing Agreement, dated as of December 1, 1996, by and among
MELLON BANK, N.A., a national banking association, as Transferor, AFCO CREDIT
CORPORATION, a New York corporation, as Servicer, AFCO ACCEPTANCE CORPORATION, a
California corporation, as Servicer, PREMIUM FINANCING SPECIALISTS, INC., a
Missouri corporation, as Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF
CALIFORNIA, INC., a California corporation, as Back-up Servicer, and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as Trustee (as
amended, modified or supplemented from time to time, including but not limited
to the Series 1996-1 Supplement, dated as of December 1, 1996, the "Pooling and
Servicing Agreement"), as set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 13.1. Section 13.1 is hereby
amended by deleting the words "Eligible Account" which appear in the second
sentence of Section 13.1(a) and substituting therefor the words "Eligible
Receivable."
SECTION 2. EFFECTIVENESS AND EFFECT, ETC. This Amendment shall
become effective when duly executed and delivered by Transferor, Servicer and
Trustee, together with the satisfaction of the following conditions:
(a) Transferor shall deliver to Trustee an Opinion of Counsel
for Transferor addressed to Trustee stating that this Amendment shall
not adversely affect in any material respect the interests of any
Investor Holder; and
(b) Transferor, Servicer and Trustee shall receive from each
Rating Agency written confirmation that this Amendment will not result
in a downgrade or withdrawal of its then current rating of any
outstanding Series.
The Pooling and Servicing Agreement, as amended hereby, is and shall continue to
be in full force and effect and is hereby in all respects ratified and
confirmed. Capitalized terms used and not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement. Except to the extent expressly
set forth herein, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy under the Pooling
and Servicing Agreement or constitute a waiver of any provision of the Pooling
and Servicing Agreement.
<PAGE> 2
SECTION 3. REPRESENTATIONS AND WARRANTIES.
(a) Transferor and Servicer hereby represent and warrant to
Trustee that the execution, delivery and performance of this Amendment
has been duly authorized by all necessary action on the part of
Transferor and Servicer, has been duly authorized by all necessary
government approvals, if any, and does not and will not contravene or
conflict with any provision of law or any organizational document of
Transferor or Servicer or any agreement or instrument of Transferor or
Servicer.
(b) Transferor and Servicer hereby represent and warrant that
this Amendment is the legal, valid and binding obligation of Transferor
and Servicer, enforceable against Transferor and Servicer in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally or by general principles of equity.
SECTION 5. MISCELLANEOUS. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same document. Section and other headings herein are for reference purposes only
and shall not affect the interpretation of this Amendment in any respect. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York, without regard to choice of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
AFCO CREDIT CORPORATION, as Servicer
By
----------------------------------
Name:
Title:
AFCO ACCEPTANCE CORPORATION, as Servicer
By
----------------------------------
Name:
Title:
<PAGE> 3
MELLON BANK, N.A., as Transferor
By
----------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By
----------------------------------
Name:
Title:
<PAGE> 1
Exhibit 19.3
AMENDMENT NO. 2 TO POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 2 TO POOLING AND SERVICING AGREEMENT (this
"Amendment"), dated as of June 30, 1998, by and among MELLON BANK, N.A., a
national banking association, as Transferor ("Transferor"), AFCO CREDIT
CORPORATION, a New York corporation, AFCO ACCEPTANCE CORPORATION, a California
corporation, each as Servicer (jointly and severally referred to herein as
"Servicer"), PREMIUM FINANCING SPECIALISTS, INC., a Missouri corporation, as
Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC., a
California corporation, as Back-up Servicer, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, as Trustee ("Trustee").
RECITALS:
WHEREAS, the parties hereto desire to amend that certain
Pooling and Servicing Agreement, dated as of December 1, 1996, by and among
MELLON BANK, N.A., a national banking association, as Transferor, AFCO CREDIT
CORPORATION, a New York corporation, as Servicer, AFCO ACCEPTANCE CORPORATION, a
California corporation, as Servicer, PREMIUM FINANCING SPECIALISTS, INC., a
Missouri corporation, as Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF
CALIFORNIA, INC., a California corporation, as Back-up Servicer, and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association, as Trustee (as
amended, modified or supplemented from time to time, including but not limited
to the Series 1996-1 Supplement, dated as of December 1, 1996 and Amendment No.
1, of even date herewith ("Amendment No. 1"), the "Pooling and Servicing
Agreement"), as set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1. AMENDMENT TO THE DEFINITION OF "ELIGIBLE
RECEIVABLE". Paragraph (c) of the definition of "Eligible Receivable" is hereby
amended by deleting it in its entirety and replacing it with the following:
(c) which does not finance premiums of any insurance policy of
any insurance carrier known to any of the Originators or the Transferor
to be the subject of any insolvency, receivership or other similar
proceeding;
SECTION 2. EFFECTIVENESS AND EFFECT, ETC. This Amendment shall
become effective when duly executed and delivered by Transferor, Servicer and
Trustee, together with the satisfaction of the following conditions:
(a) Amendment No. 1 shall have become effective in accordance
with its terms;
(b) Transferor shall deliver to Trustee an Officer's
Certificate, certifying that this Amendment shall not, in the
reasonable belief of Transferor, adversely affect in any material
respect the interests of any Investor Holder; and
<PAGE> 2
(c) Transferor, Servicer and Trustee shall receive from each
Rating Agency written confirmation that this Amendment will not result
in a downgrade or withdrawal of its then current rating of any
outstanding Series.
The Pooling and Servicing Agreement, as amended hereby, is and shall continue to
be in full force and effect and is hereby in all respects ratified and
confirmed. Capitalized terms used and not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement. Except to the extent expressly
set forth herein, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy under the Pooling
and Servicing Agreement or constitute a waiver of any provision of the Pooling
and Servicing Agreement.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
(a) Transferor and Servicer hereby represent and warrant to
Trustee that the execution, delivery and performance of this Amendment
has been duly authorized by all necessary action on the part of
Transferor and Servicer, has been duly authorized by all necessary
government approvals, if any, and does not and will not contravene or
conflict with any provision of law or any organizational document of
Transferor or Servicer or any agreement or instrument of Transferor or
Servicer.
(b) Transferor and Servicer hereby represent and warrant that
this Amendment is the legal, valid and binding obligation of Transferor
and Servicer, enforceable against Transferor and Servicer in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally or by general principles of equity.
SECTION 4. MISCELLANEOUS. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same document. Section and other headings herein are for reference purposes only
and shall not affect the interpretation of this Amendment in any respect. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York, without regard to choice of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
AFCO CREDIT CORPORATION, as Servicer
By
----------------------------------------
Name:
Title:
<PAGE> 3
AFCO ACCEPTANCE CORPORATION, as
Servicer
By
----------------------------------------
Name:
Title:
MELLON BANK, N.A., as Transferor
By
----------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By
----------------------------------------
Name:
Title:
