RecitalsReplacement Capital Covenant • June 20th, 2007 • Mellon Financial Corp • National commercial banks
Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:
GUARANTEE AGREEMENT by and between MELLON FINANCIAL CORPORATION as Guarantor and MANUFACTURERS AND TRADERS TRUST COMPANY as Guarantee Trustee relating to MELLON CAPITAL IV Dated as of June 19, 2007Guarantee Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of June 19, 2007, is executed and delivered by MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Guarantor”), having its principal office at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities of Mellon Capital IV, a Delaware statutory trust (the “Issuer Trust”).
STOCK PURCHASE CONTRACT AGREEMENT between MELLON FINANCIAL CORPORATION and MELLON CAPITAL IV, acting through Manufacturers and Traders Trust Company, as Property Trustee Dated as of June 19, 2007Stock Purchase Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • New York
This STOCK PURCHASE CONTRACT AGREEMENT, dated as of June 19, 2007, between MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Company”), having its principal office at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and MELLON CAPITAL IV, a Delaware statutory trust (the “Issuer Trust”), acting through MANUFACTURERS AND TRADERS TRUST COMPANY, not in its individual capacity but solely as Property Trustee of the Issuer Trust (the “Property Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT of Mellon Capital IV among Mellon Financial Corporation, as Depositor, Manufacturers and Traders Trust Company, as Property Trustee, M&T Trust Company of Delaware, as Delaware Trustee, the Administrative Trustees...Trust Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 19, 2007, among (i) MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (including any successors or assigns, the “Depositor”), (ii) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) M&T TRUST COMPANY OF DELAWARE, a Delaware limited purpose trust company, as successor to The Bank of New York (Delaware) (the “Delaware Trustee”), (iv) Steven G. Elliott, an individual, and Michael K. Hughey, an individual, each of whose address is c/o Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (each, an “Administrative Trustee,” and together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.
MELLON CAPITAL IV (liquidation amount $1,000 per security) fully and unconditionally guaranteed by MELLON FINANCIAL CORPORATION Underwriting AgreementUnderwriting Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • New York
Mellon Financial Corporation, a Pennsylvania corporation registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Guarantor”), and Mellon Capital IV, a statutory trust created under the laws of the State of Delaware (the “Trust”), confirm their agreement with the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as representatives (each a “Representative” and, together, the “Representatives”) as follows:
COLLATERAL AGREEMENT among MELLON FINANCIAL CORPORATION, THE BANK OF NEW YORK as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar and MELLON CAPITAL IV, acting through Manufacturers and Traders Trust Company, as...Collateral Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • New York
This COLLATERAL AGREEMENT, dated as of June 19, 2007, among MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the “Securities Registrar”), and MELLON CAPITAL IV, a Delaware statutory trust (the “Issuer Trust”), acting through MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “Property Trustee”).
