M&i Auto Loan Trust 2002-1 Sample Contracts

M&i Auto Loan Trust 2002-1 – M&I Auto Loan Trust 2002-1 (September 24th, 2003)
M&i Auto Loan Trust 2002-1 – UNDERWRITING AGREEMENT (October 16th, 2002)

Exhibit 1.1 M&I AUTO FINANCE TRUST 2002-1 $133,000,000 Class A-1 1.77% Asset Backed Notes $122,000,000 Class A-2 1.95% Asset Backed Notes $190,000,000 Class A-3 2.49% Asset Backed Notes $68,187,500 Class A-4 3.04% Asset Backed Notes $11,812,500 Class B 3.52% Asset Backed Notes M&I DEALER AUTO SECURITIZATION, LLC (Company) M&I MARSHALL & ILSLEY BANK (Sponsor) UNDERWRITING AGREEMENT September 26, 2002 BANC ONE CAPITAL MARKETS, INC. As Representative of the Underwriters Listed in Schedule I (the "Representative") Mail Suite IL1-0596 1 Bank One Plaza Chicago, IL 60670-0596 Ladies and Gentle

M&i Auto Loan Trust 2002-1 – LIMITED LIABILITY COMPANY AGREEMENT (October 16th, 2002)

Exhibit 3.1 EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF M&I DEALER AUTO SECURITIZATION, LLC This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of M&I Dealer Auto Securitization, LLC (the "Company") which amends and restates that certain Limited Liability Company Agreement of M&I Dealer Auto Securitization, LLC, dated as of November 29, 2001, is entered into by M&I Marshall & Ilsley Bank, as the sole equity member (the "Member"), and Frank Bilotta and Timothy O'Connor, as the Special Members (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A h

M&i Auto Loan Trust 2002-1 – PURCHASE AGREEMENT (October 16th, 2002)

Exhibit 10.1 EXECUTION COPY ================================================================================ PURCHASE AGREEMENT among M&I MARSHALL & ILSLEY BANK, M&I NORTHWOODS III LLC and BANK ONE, NATIONAL ASSOCIATION (as agent on behalf of Preferred Receivables Funding Corporation) as Transferors and M&I DEALER AUTO SECURITIZATION, LLC as Purchaser Dated as of October 10, 2002 ================================================================================

M&i Auto Loan Trust 2002-1 – AGREEMENT (October 16th, 2002)

Exhibit 10.2 EXECUTION COPY ================================================================================ SALE AND SERVICING AGREEMENT Among THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as owner trustee of M&I Auto Loan Trust 2002-1 as Owner Trustee M&I DEALER AUTO SECURITIZATION, LLC as Seller M&I MARSHALL & ILSLEY BANK as Servicer and BANK ONE,

M&i Auto Loan Trust 2002-1 – INDENTURE (October 16th, 2002)

Exhibit 4.2 EXECUTION COPY INDENTURE between THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as owner trustee of M&I Auto Loan Trust 2002-1 and BANK ONE, NATIONAL ASSOCIATION as Indenture Trustee and M&I MARSHALL & ILSLEY BANK as Servicer October 10, 2002 2002-1 Indenture CROSS REFERENCE TABLE 1 ----------------------- TIA

M&i Auto Loan Trust 2002-1 – AMENDED AND RESTATED TRUST AGREEMENT (October 16th, 2002)

Exhibit 4.1 EXECUTION COPY M&I AUTO LOAN TRUST 2002-1 AMENDED AND RESTATED TRUST AGREEMENT between M&I DEALER AUTO SECURITIZATION, LLC as the Depositor THE BANK OF NEW YORK (DELAWARE) as the Owner Trustee and M&I MARSHALL & ILSLEY BANK as the Administrator Dated as of October 10, 2002 2002-1 Trust Agreement TABLE OF CONTENTS Page

M&i Auto Loan Trust 2002-1 – ADMINISTRATION AGREEMENT (October 16th, 2002)

Exhibit 10.3 EXECUTION COPY ================================================================================ ADMINISTRATION AGREEMENT by and among THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as owner trustee of M&I Auto Loan Trust 2002-1 M&I MARSHALL & ILSLEY BANK as Administrator and BANK ONE, NATIONAL ASSOCIATION as Indenture Trustee October 10, 2002 =====================================================================