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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.
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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
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Name:
Title:
AFCO ACCEPTANCE CORPORATION, as Servicer
By
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Name:
Title:
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MELLON BANK, N.A., as Transferor
By
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Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By
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Name:
Title:
