Classnotes Inc Sample Contracts

Classnotes Inc – TERMS AGREEMENT (March 27th, 1998)

EXHIBIT 1.2 EXECUTION COPY TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Auction Rate Asset Backed Notes TERMS AGREEMENT Dated: March 17, 1998 To: TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Underwriting Agreement dated March 16, 1998 Issuer: ClassNotes Trust 1997-I Series Designation: Series 1998-1 TERMS OF THE NOTES: Final Maturity Principal Original Interest Price to Class Date Amount Rate Underwriter A-5 [April 1, 2019 $57,500,000 5.96% 99.75%] A-6 [April 1, 2020 $57,500,000 5.96% 99.75%] COLLATERAL:

Classnotes Inc – SALE AND SERVICING AGREEMENT (March 27th, 1998)

EXHIBIT 99.3 EXECUTION COPY SECOND SUPPLEMENTAL SALE AND SERVICING AGREEMENT among CLASSNOTES TRUST 1997-I as Issuer, TRANS-WORLD INSURANCE COMPANY D/B/A EDUCAID as Seller, Master Servicer and Administrator, CLASSNOTES INC. as Seller and Master Servicer, THE YORK BANK AND TRUST COMPANY not in its individual capacity but solely as Eligible Lender Trustee, and THE MONEY STORE INC., to SA

Classnotes Inc – BROKER-DEALER AGREEMENT (March 27th, 1998)

EXHIBIT 99.2 [Draft 3/11/98] BROKER-DEALER AGREEMENT between BANKERS TRUST COMPANY, as Auction Agent and SMITH BARNEY INC., as Broker-Dealer Dated as of March 17, 1998 Relating to CLASSNOTES TRUST 1997-I ASSET BACKED NOTES SERIES 1998-1 BROKER-DEALER AGREEMENT This BROKER-DEALER AGREEMENT (the "Broker-Dealer Agreement"), dated as of March 17, 1998, is by and between Bankers Trust Company, a New York banking co

Classnotes Inc – INDENTURE (March 27th, 1998)

EXHIBIT 4.1 EXECUTION COPY THIRD TERMS SUPPLEMENT TO THE INDENTURE DATED AS OF MARCH 21, 1997 between CLASSNOTES TRUST 1997-I and BANKERS TRUST COMPANY Indenture Trustee Dated as of March 17, 1998 Securing $410,000,000 ASSET-BACKED NOTES SERIES 1998-1 TABLE OF CONTENTS P

Classnotes Inc – UNDERWRITING AGREEMENT (March 27th, 1998)

EXHIBIT 1.1 EXECUTION COPY CLASSNOTES TRUST 1997-I $410,000,000 AUCTION RATE ASSET BACKED NOTES SERIES 1998-1 UNDERWRITING AGREEMENT March 16, 1998 SMITH BARNEY INC. 388 Greenwich Street New York, New York 10013 FIRST UNION CAPITAL MARKETS CORP. One First Union Center Charlotte, North Carolina 28288 PRUDENTIAL SECURITIES INCORPORATED One New York Plaza New York, New York 10292 Dear Sirs: Trans-World Insurance Company, an Arizona corporation doing business as Educaid ("TWIC"), and ClassNotes, Inc., a Delaware Corporation ("ClassNotes" and, together with TWIC, the "Companies"), each a wholly owned subsidiary of The Money Store Inc., a New Jersey corporati

Classnotes Inc – AUCTION AGENT AGREEMENT (March 27th, 1998)

EXHIBIT 99.1 EXECUTION COPY AUCTION AGENT AGREEMENT by and among CLASSNOTES TRUST 1997-I as Issuer, BANKERS TRUST COMPANY as Indenture Trustee, and BANKERS TRUST COMPANY, as Auction Agent Dated as of March 17, 1998 Relating to ASSET BACKED NOTES SERIES 1998-1 TABLE OF CONTENTS PAGE Section 1. Definitions and Rules of

Classnotes Inc – INDENTURE (January 6th, 1998)

Exhibit 4.1 EXECUTION COPY SECOND TERMS SUPPLEMENT TO THE INDENTURE DATED AS OF MARCH 21, 1997 between CLASSNOTES TRUST 1997-I and BANKERS TRUST COMPANY Indenture Trustee Dated as of December 24, 1997 Securing $265,000,000 ASSET-BACKED NOTES SERIES 1997-2 TABLE OF CONTENTS PAGE

Classnotes Inc – BROKER-DEALER AGREEMENT (January 6th, 1998)

Exhibit 99.2 EXECUTION COPY BROKER-DEALER AGREEMENT between BANKERS TRUST COMPANY, as Auction Agent and SMITH BARNEY INC., as Broker-Dealer Dated as of December 24, 1997 Relating to CLASSNOTES TRUST 1997-I ASSET BACKED NOTES SERIES 1997-2 AND AUCTION RATE ASSET BACKED CERTIFICATES, CLASS 2 BROKER-DEALER AGREEMENT This BROKER-DEALER AGREEMENT (the "Broker-Dealer Agreement"), dated as of December 2

Classnotes Inc – TERMS AGREEMENT (January 6th, 1998)

Exhibit 1.4 EXECUTION COPY TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Auction Rate Asset Backed Notes TERMS AGREEMENT Dated: December 19, 1997 To: TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Underwriting Agreement dated December 19, 1997 Issuer: ClassNotes Trust 1997-I Series Designation: Series 1997-2 TERMS OF THE NOTES: ORIGINAL FINAL MATURITY PRINCIPAL INTEREST PRICE TO CLASS DATE AMOUNT RATE UNDERWRITERS ----- -------------- --------- -------- ------------ A-5 April 1, 2019 $57,500,000 5

Classnotes Inc – SALE AND SERVICING AGREEMENT (January 6th, 1998)

Exhibit 99.3 EXECUTION COPY FIRST SUPPLEMENTAL SALE AND SERVICING AGREEMENT among CLASSNOTES TRUST 1997-I as Issuer, TRANS-WORLD INSURANCE COMPANY D/B/A EDUCAID as Seller, Master Servicer and Administrator, CLASSNOTES, INC. as Seller and Master Servicer, THE YORK BANK AND TRUST COMPANY not in its individual capacity but solely as Eligible Lender Trustee, and THE MONEY STORE INC., to SALE AND SER

Classnotes Inc – UNDERWRITING AGREEMENT (January 6th, 1998)

Exhibit 1.1 EXECUTION COPY CLASSNOTES TRUST 1997-I $150,000,00 LIBOR RATE ASSET BACKED NOTES SERIES 1997-2 UNDERWRITING AGREEMENT December 19, 1997 SALOMON BROTHERS INC 7 World Trade Center 33rd Floor New York, New York 10048 FIRST UNION CAPITAL MARKETS CORP. One First Union Center Charlotte, North Carolina 28288 Dear Sirs: Trans-World Insurance Company, an Arizona corporation doing business as Educaid ("TWIC"), and ClassNotes, Inc., a Delaware corporation ("ClassNotes" and, together with TWIC, the "Companies"), each a wholly owned subsidiary of The Money Store Inc., a New Jersey corporation ("The Money Store"), have formed a trust known as ClassNotes Trust 1997-I (the "Trust") under th

Classnotes Inc – UNDERWRITING AGREEMENT (January 6th, 1998)

Exhibit 1.3 EXECUTION COPY CLASSNOTES TRUST 1997-I $115,000,000 AUCTION RATE ASSET BACKED NOTES SERIES 1997-2 UNDERWRITING AGREEMENT December 19, 1997 SMITH BARNEY INC. 390 Greenwich Street New York, New York 10013 Dear Sirs: Trans-World Insurance Company, an Arizona corporation doing business as Educaid ("TWIC"), and ClassNotes, Inc., a Delaware Corporation ("ClassNotes" and, together with TWIC, the "Companies"), each a wholly owned subsidiary of The Money Store Inc., a New Jersey corporation ("The Money Store"), have formed a trust known as ClassNotes Trust 1997-I (the "Trust") under the laws of the Commonwealth of Pennsylvania and the Companies propose to cause the Trust to sell to Smit

Classnotes Inc – TERMS AGREEMENT (January 6th, 1998)

Exhibit 1.2 EXECUTION COPY TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. LIBOR Rate Rate Asset Backed Notes TERMS AGREEMENT Dated: December 19, 1997 To: TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Underwriting Agreement dated December 19, 1997 Issuer: ClassNotes Trust 1997-I Series Designation: Series 1997-2 TERMS OF THE NOTES: ORIGINAL FINAL MATURITY PRINCIPAL INTEREST PRICE TO CLASS DATE AMOUNT RATE UNDERWRITERS ----- -------------- --------- -------- ------------ A-4 January 1, 2004 $150,000,000 LIBOR plus

Classnotes Inc – AUCTION AGENT AGREEMENT (January 6th, 1998)

Exhibit 99.1 EXECUTION COPY AUCTION AGENT AGREEMENT by and among CLASSNOTES TRUST 1997-I as Issuer, BANKERS TRUST COMPANY as Indenture Trustee, and BANKERS TRUST COMPANY, as Auction Agent Dated as of December 24, 1997 Relating to ASSET BACKED NOTES, CLASS 2 SERIES 1997-2 and ASSET BACKED CERTIFICATES TABLE OF CONTENTS

Classnotes Inc – UNDERWRITING AGREEMENT (April 3rd, 1997)

Exhibit 1.1 EXECUTION COPY CLASSNOTES TRUST 1997-I $281,000,000 ASSET BACKED NOTES SERIES 1997-1 UNDERWRITING AGREEMENT March 19, 1997 SMITH BARNEY INC. 390 Greenwich Street New York, New York 10013 Dear Sirs: Trans-World Insurance Company, an Arizona corporation doing business as Educaid ("TWIC") and ClassNotes, Inc. ("ClassNotes" and, together with TWIC, the "Companies"), each a wholly owned subsidiary of The Money Store Inc., a New Jersey corporation ("The Money Store"), have formed a trust known as ClassNotes Trust 1997-I (the "Trust") under the laws of the Commonwealth of Pennsylvania and the Companies propose to cause the Trust to sell to Smith Barney Inc. (the "Underwrite

Classnotes Inc – TRUST AGREEMENT (April 3rd, 1997)

TRUST AGREEMENT among Trans-World Insurance Company, d/b/a Educaid as Depositor ClassNotes, Inc. as Depositor and The York Bank and Trust Company not in its individual capacity but solely as Eligible Lender Trustee Dated as of March 21, 1997 TABLE OF CONTENTS PAGE ARTICLE I Definitions and Usage..................................................... 1 ARTICLE II ORGANIZATION SECTION 2.1. Name........................................................ 1 SECTION 2.2. Offic

Classnotes Inc – TERMS AGREEMENT (April 3rd, 1997)

TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Auction Rate Asset Backed Notes TERMS AGREEMENT Dated: March 19, 1997 To: TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Underwriting Agreement dated March 19, 1997 Issuer: ClassNotes Trust 1997-I Series Designation: Series 1997-1 TERMS OF THE NOTES: Final Original Maturity Principal Interest Price to Class Date Amount Rate Underwriter A-1 April 1, $93,000,000 5.40% 99.75% 2016 A-2 April 1, $93,000,000 5.40% 99.75% 2017 A-3 April 1, $95,000,000 5.50% 99.75%

Classnotes Inc – INDENTURE (April 3rd, 1997)

Exhibit 4.1 [EXECUTION COPY] INDENTURE between CLASSNOTES TRUST 1997-I, as Issuer and BANKERS TRUST COMPANY not in its individual capacity, but solely as Indenture Trustee Dated as of March 21, 1997 CROSS-REFERENCE TABLE1 TIA Indenture SECTION SECTION 310(a)(1) .............................. 6.11 (a)(2) ......................... 6.11 (a)(3)

Classnotes Inc – SALE AND SERVICING AGREEMENT (April 3rd, 1997)

[EXECUTION COPY] SALE AND SERVICING AGREEMENT among CLASSNOTES TRUST 1997-I as Issuer, TRANS-WORLD INSURANCE COMPANY D/B/A EDUCAID as Seller, Master Servicer and Administrator, CLASSNOTES, INC. as Seller and Master Servicer, THE YORK BANK AND TRUST COMPANY not in its individual capacity but solely as Eligible Lender Trustee, and THE MONEY STORE INC., Dated as of February 28, 1997 ARTICLE I Definitions and Usage ....................................................2 ARTICLE II

Classnotes Inc – INDENTURE (April 3rd, 1997)

[EXECUTION COPY] -------------------------------------------------------------------------- FIRST TERMS SUPPLEMENT TO THE INDENTURE DATED AS OF MARCH 21, 1997 between CLASSNOTES TRUST 1997-I and BANKERS TRUST COMPANY Indenture Trustee Dated as of March 21, 1997 Securing $281,000,000 ASSET-BACKED NOTES SERIES 1997-1 ------------------------------------------------------------ TABLE OF CONTENTS P