As filed with the Securities and Exchange Commission on October 19, 1998
Registration Nos: 33-64179
333-49647
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHRYSLER FINANCIAL COMPANY L.L.C.
(Exact name of registrant as specified in its charter)
MICHIGAN 52-2109803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road Southfield, Michigan 48034 (248) 948-3062
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
CHRISTOPHER A. TARAVELLA, ESQ.
27777 Franklin Road
Southfield, Michigan 48034
(248) 948-3062
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
MICHAEL L. FITZGERALD, ESQ.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
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If only securities being registered on this Form are being offered to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]_______
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------
This Post-Effective Amendment No. 1 to Registration Statements on Form
S-3 Nos. 33-64179 and 333-49647 is being filed pursuant to Rule 414 under the
Securities Act of 1933 by the Registrant, the successor to Chrysler Financial
Corporation, a Michigan corporation, following a merger of Chrysler Financial
Corporation into Chrysler Financial Company L.L.C., a Michigan limited
liability company. The merger will be effective as of October 25, 1998. The
Registrant hereby expressly adopts the Registration Statements referred to
above as its own registration statements for all purposes of the Securities
Act of 1933 and the Securities Exchange Act of 1934.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement is a combined prospectus and relates
to Registration Statements on Form S-3 Nos. 33-64179 and 333-49647 that were
previously filed by Chrysler Financial Corporation.
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[redherring]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION AND AMENDMENT
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 1998)
$5,000,000,000
CHRYSLER FINANCIAL COMPANY L.L.C.
Medium-Term Notes, Series S
Due Nine Months or More From Date of Issue
The Issuer:Chrysler Financial Company L.L.C. ("We" or the "Company") is a
Michigan limited liability company.
Terms: We plan to sell notes ("Notes") at one or more times with variable
terms, including the following:
* Stated maturities of 9 months * Interest at fixed or floating
or more rates. After taking into
account any spread or spread
* Redemption and/or repayment multiplier, the floating
provisions, if applicable, interest rate may be based on
whether mandatory or at the one or more of the following:
option of the Company or
holders o CD rate
o CMT rate
* Payments in U.S. dollars or a o Commercial paper rate
foreign currency or unit of o Federal funds rate
currencies o LIBOR
o Prime rate
* Minimum denominations of o Treasury rate
$1,000, increased in multiples o Such other rate specified
of $1,000, or other specified in an applicable pricing
denominations and multiples supplement
for a foreign currency
* Interest payments on fixed
* Book-entry form rate Notes on March 15 and
September 15, unless otherwise
specified
* Interest payments on floating
rate Notes monthly, quarterly,
semi-annually, or annually
The final terms for each Note will be specified in the applicable
pricing supplement, and such terms may differ from those described above or
herein.
Investing in the Notes involves certain risks. See "Risk Factors" on
page S-2 hereof and page 4 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
We expect to receive proceeds of between $4,997,500,000 and
$4,970,000,000 from the sale of the Notes, after paying the Agents' discounts
and commissions of between .050% and .600%.
----------------
Merrill Lynch & Co. J.P. Morgan & Co. Salomon Smith Barney
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October 26, 1998
<PAGE>
RISK FACTORS
Your investment in the Notes will include certain risks. In
consultation with your own financial and legal advisers, you should carefully
consider, among other matters, the following discussion of risks before
deciding whether an investment in the particular Notes is suitable for you.
Such Notes are not an appropriate investment for you if you are
unsophisticated with respect to the significant components thereof and/or
financial matters.
Structure Risks
General
If you invest in Notes indexed to one or more interest rates, currencies
or other indices or formulas, there will be significant risks not associated
with a conventional fixed rate or floating rate debt security. Such risks
include fluctuation of the indices or formulas and the possibility that you
will receive a lower (or no) amount of principal, premium or interest and at
different times than you expected. We do not control a number of matters,
including economic, financial and political events, that are important in
determining the existence, magnitude and longevity of such risks and their
results. In addition, if an index or formula used to determine any amounts
payable in respect of the Notes contains a multiplier or leverage factor, the
effect of any change in such index or formula will be magnified. In recent
years, values of certain indices and formulas have been volatile, and
volatility in those and other indices and formulas may be expected in the
future. However, past experience is not necessarily indicative of what may
occur in the future.
Redemption
If your Notes are redeemable at our option or are otherwise subject to
mandatory redemption, we may (in the case of optional redemption) or must (in
the case of mandatory redemption) choose to redeem such Notes at times when
prevailing interest rates may be relatively low. Accordingly, you generally
will not be able to reinvest the redemption proceeds in a comparable security
at an effective interest rate as high as that of the Notes.
Credit Ratings
The credit ratings of our medium-term note program may not reflect the
potential impact of all risks related to structure and other factors on the
value of your Notes. In addition, real or anticipated changes in our credit
ratings will generally affect the market value of your Notes.
Uncertain Trading Markets
We cannot assure you that a trading market for your Notes will ever
develop or be maintained. Many factors independent of our creditworthiness
affect the trading market. These factors include:
* complexity and volatility of the index or formula applicable to the
Notes,
* method of calculating the principal, premium and interest in respect
of the Notes,
* time remaining to the maturity of the Notes,
* outstanding amount of the Notes,
* redemption features of the Notes,
* amount of other debt securities linked to the index or formula
applicable to the Notes, and
* level, direction and volatility of market interest rates generally.
In addition, certain Notes have a more limited trading market and
experience more price volatility because they were designed for specific
investment objectives or strategies. There may be a limited number of buyers
when you decide to sell such Notes. This may affect the price you receive for
such Notes or your ability to sell such Notes at all. You should not purchase
Notes unless you understand and know you can bear the foregoing investment
risks.
S-2
<PAGE>
Exchange Rates and Exchange Controls
If you invest in Foreign Currency Notes, there will be significant
risks not associated with an investment in a debt security denominated and
payable in U.S. dollars, including the possibility of material changes in the
exchange rate between U.S. dollars and your payment currency and the
imposition or modification of exchange controls by the applicable
governments. We have no control over the factors that generally affect these
risks, such as economic, financial and political events and the supply and
demand for the applicable currencies. Moreover, if payments on your Foreign
Currency Notes are determined by reference to a formula containing a
multiplier or leverage factor, the effect of any change in the exchange rates
between the applicable currencies will be magnified. In recent years,
exchange rates between certain currencies have been highly volatile, and
volatility between such currencies or with other currencies may be expected
in the future. Fluctuations between currencies in the past are not
necessarily indicative, however, of fluctuations that may occur in the
future. Depreciation of your payment currency would result in a decrease in
the U.S. dollar equivalent yield of your Foreign Currency Notes, in the U.S.
dollar equivalent value of the principal and any premium payable at maturity
or earlier redemption of your Foreign Currency Notes and, generally, in the
U.S. dollar equivalent market value of your Foreign Currency Notes.
Governmental exchange controls could affect exchange rates and the
availability of your payment currency on a required payment date. Even if
there are no exchange controls, it is possible that your payment currency
will not be available on a required payment date due to circumstances beyond
our control. In such cases, we will be allowed to satisfy our obligations in
respect of your Foreign Currency Notes in U.S. dollars.
THE MERGER; PRIOR SALES
Chrysler Financial Corporation ("CFC") merged with and into the Company
on October 25, 1998 (the "Merger"), with the Company being the surviving
entity. Prior to the Merger, the Company had no operations and had nominal
assets and liabilities. In connection with the Merger, the Company succeeded
to all of the assets and liabilities of CFC. Unless the context otherwise
requires, for the period prior to October 25, 1998 the term "Company" as used
herein shall mean CFC and after the merger shall mean Chrysler Financial
Company L.L.C., as successor to CFC.
CFC commenced offering the Notes on July 2, 1998. As of October 19,
1998, there were approximately $4,564,400,000 principal amount of Notes
outstanding.
S-3
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set
forth under the heading "Description of Debt Securities" in the Prospectus,
to which reference is hereby made. The following description will apply to
each Note unless otherwise specified in the applicable Pricing Supplement.
Capitalized terms not defined herein have the meanings ascribed to them in
the Indenture (defined below) and/or the Notes.
General
The Notes constitute a single series of Debt Securities of the Company
issued under an Indenture dated as of February 15, 1988, as amended (the
"Indenture"), between the Company (as successor to CFC) and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as successor trustee (the "Trustee"), which Indenture is
more fully described in the accompanying Prospectus. See the Prospectus for a
further description of the Trustee and the Notes, including the covenants,
modification provisions and events of default relating to the Notes.
The Notes are being offered on a continuous basis by the Company
through the agents listed on the cover of this Prospectus Supplement (the
"Agents"). The Notes will rank pari passu with all existing and future
unsecured and unsubordinated indebtedness of the Company. The Indenture does
not limit the aggregate principal amount of Debt Securities that may be
issued thereunder. The Company may, from time to time, without the consent of
the Holders of the Notes, provide for the issuance of Notes or other Debt
Securities under the Indenture in addition to the $5,000,000,000 aggregate
initial offering price of Notes offered hereby. As of the date of this
Prospectus Supplement, the Company has authorized the issuance and sale of up
to $5,000,000,000 (or the equivalent thereof denominated in one or more
foreign currencies or composite currencies) aggregate principal amount of
Notes, subject to reduction as a result of the sale of other securities of
the Company. Each Note will mature nine months or more from its date of
issue, as selected by the purchaser and agreed to by the Company and may be
subject to redemption or repayment prior to its Stated Maturity (as defined
below). Notes may be issued at significant discounts from their principal
amount payable on the Stated Maturity (or on any prior date on which the
principal or an installment of principal of a Note becomes due and payable,
whether by the declaration of acceleration, call for redemption at the option
of the Company, repayment at the option of the holder or otherwise) (each
such date, a "Maturity"), and some Notes may not bear interest. See
"Redemption" and "Repayment at the Option of the Holder" below. Unless
otherwise indicated in the applicable Pricing Supplement, currency amounts in
this Prospectus Supplement, the accompanying Prospectus and any Pricing
Supplement are stated in United States dollars ("$", "U.S.$" or "U.S.
Dollars").
Unless otherwise specified in such Note and described in the applicable
Pricing Supplement, the Notes will be denominated in U.S. Dollars and
payments of principal, premium, if any, and any interest on the Notes will be
made in U.S. Dollars. If any Note is to be denominated other than exclusively
in U.S. Dollars, or if the principal of, premium, if any, or any interest on
the Note is to be payable in one or more currencies (or currency units or in
amounts determined by reference to an index or indices) other than that in
which such Note is denominated, additional information with respect thereto
(including authorized denominations and applicable exchange rate information)
will be provided in the applicable Pricing Supplement. Unless otherwise
described in the applicable Pricing Supplement, Notes denominated in U.S.
Dollars will be issued in denominations of $1,000 or any integral multiple of
$1,000.
Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction. Interest rates, interest rate
formulae and other variable terms of the Notes are subject to change by the
Company from time to time, but no such change will affect any Note already
issued or as to which an offer to purchase has been accepted by the Company.
S-4
<PAGE>
Each Note will be issued initially as a Book-Entry Note in fully
registered form without coupons. Except as set forth under "Book-Entry
System," owners of beneficial interests in Book-Entry Notes will not be
entitled to physical delivery of Notes in certificated form (each a
"Certificated Note"). Beneficial interests in Book-Entry Notes may be
transferred through a participating member of the The Depository Trust
Company ("DTC" or the "Depository"). All references herein to holders will
be, with respect to Book-Entry Notes, to the Depository or its nominee. See
"Book-Entry System."
Upon issuance thereof in the limited circumstances described in
"Book-Entry System," Certificated Notes will be exchangeable for Certificated
Notes in other authorized denominations, in an equal aggregate principal
amount and otherwise bearing identical terms and provisions, in accordance
with the provisions of the Indenture. Certificated Notes may be presented for
registration of transfer or for exchange at the office of the Registrar in
The City of New York designated for such purpose. No service charge will be
made for any transfer or exchange of any Certificated Note, but the Company
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Pricing Supplement relating to a Note will describe the following
terms: (i) whether such Note is a Fixed Rate Note or a Floating Rate Note;
(ii) whether such Note is a Discount Note (as defined below), and, if so, the
total amount of original issue discount, the amount of original issue
discount allocable to the initial accrual period, and the yield to maturity
of such Note; (iii) the price (expressed as a percentage of the aggregate
principal amount thereof) at which such Note will be issued (the "Issue
Price"); (iv) the date on which such Note will be issued (the "Original Issue
Date"); (v) the date on which such Note will mature (the "Stated Maturity");
(vi) if such Note is a Fixed Rate Note, the rate per annum at which such Note
will bear interest, if any; (vii) if such Note is a Floating Rate Note, the
Base Rate (as defined below), the Initial Interest Rate, the Interest Reset
Period, the Interest Payment Dates, the Index Maturity, the Maximum Interest
Rate, if any, the Minimum Interest Rate, if any, the Spread and/or Spread
Multiplier, if any (all as defined below) and any other terms relating to the
particular method of calculating the interest rate for such Note; (viii)
whether such Note may be redeemed at the option of the Company, or repaid at
the option of the holder, prior to the Stated Maturity, and, if so, the
provisions relating to such redemption or repayment, including, in the case
of a Discount Note, the information necessary to determine the amount due
upon redemption or repayment; (ix) the Specified Currency in which such Note
is denominated; and (x) any other terms of such Note not inconsistent with
the provisions of the relevant Indenture.
Unless otherwise specified in a Note and described in the applicable
Pricing Supplement, "Business Day" with respect to any Note means any day,
other than a Saturday or Sunday, that is (i) not a day on which commercial
banks are authorized or required by law, regulation or executive order to be
closed in The City of New York and (ii) if such Note is a LIBOR Note (as
defined below), a London Business Day. "London Business Day" means (a) if the
Index Currency (as defined below) is other than the lawful currency of the
member states of the European Union that adopt the single currency in
accordance with the Treaty establishing the European Community, as amended by
the Treaty on European Union (the "Euro"), any day on which commercial banks
are open for business (including dealings in such Index Currency) in London
or (b) if the Index Currency is the Euro, any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is
open.
Notes may be issued as discounted securities (bearing no interest or
interest at rates which at the time of issuance are below market rates), at
prices below their stated principal amounts, which securities will provide
that upon redemption or acceleration of the maturity thereof amounts less
than the principal amounts thereof shall become due and payable, or as other
Notes which for United States Federal income tax purposes would be considered
to have original issue discount ("Discount Notes"). See "Certain United
States Federal Income Tax Considerations." Certain additional considerations
relating to any Discount Notes may be described in the Pricing Supplement
relating thereto.
Unless otherwise specified in a Note and described in the applicable
Pricing Supplement, if the principal of any Discount Note is declared to be,
or automatically becomes, due and payable immediately as described in the
accompanying Prospectus under "Description of Debt Securities -- Events of
S-5
<PAGE>
Default," the amount of principal due and payable with respect to such Note
shall be the Amortized Face Amount of such Note calculated as of the date of
such acceleration of the maturity of such Note. The "Amortized Face Amount"
of a Discount Note as of any date for which a calculation is being made shall
be an amount equal to the sum of (i) the aggregate principal amount of such
Note multiplied by the Issue Price plus (ii) the portion of the difference
between the Issue Price and the principal amount of such Note that has
accrued at the yield to maturity set forth in the Pricing Supplement
(computed in accordance with generally accepted United States bond yield
computation principles) to the date with respect to which such calculation is
being made, but in no event shall the Amortized Face Amount of a Discount
Note exceed its principal amount.
The initial Paying Agent, Registrar and Transfer Agent for the Notes is
The Chase Manhattan Bank, acting through its principal corporate trust
offices in The City of New York. The Company reserves the right at any time
to vary or terminate the appointment of the Paying Agent, Registrar and the
Transfer Agent and to appoint additional Paying Agents, Registrars and
Transfer Agents and to approve any change in the office through which the
Paying Agent, Registrar or Transfer Agent acts, provided that, so long as any
Notes remain outstanding, there will at all times be a Paying Agent in The
City of New York and the Company will maintain in The City of New York one or
more offices or agencies where Notes may be presented for registration of
transfer and exchange.
Payments of principal of, and premium and interest, if any, on
Book-Entry Notes will be made by the Company through the Paying Agent to the
Depository. See "Book-Entry System."
Upon issuance thereof in the limited circumstances described in
"Book-Entry System," payments of interest on a Certificated Note (other than
interest payable at Maturity) will be made, except as provided below, by
check mailed to the Person in whose name such Note is registered in the
Security Register (the "Registered Holder"). Notwithstanding the foregoing, a
Holder of $10,000,000 or more in aggregate principal amount of Certificated
Notes of like tenor and term shall be entitled to receive such U.S. dollar
payments by wire transfer of immediately available funds, but only if
appropriate wire transfer instructions have been received in writing by the
Trustee not later than fifteen calendar days prior to the applicable Interest
Payment Date. Principal and any premium and interest payable at the Maturity
of a Certificated Note will be paid in immediately available funds upon
surrender of such Note at the corporate trust office or agency of the Paying
Agent in The City of New York.
Interest
General
Unless otherwise specified in an applicable Pricing Supplement, each
Note will bear interest from and including its Original Issue Date at the
rate per annum or, in the case of a Floating Rate Note, pursuant to the
interest rate formula stated therein and in the applicable Pricing Supplement
until the principal thereof is paid or made available for payment. Interest
will be payable in arrears on each date specified in the applicable Pricing
Supplement on which an installment of interest is due and payable (each such
day being an "Interest Payment Date") and at Maturity. Unless otherwise
specified in the applicable Pricing Supplement, the "Regular Record Date"
with respect to any Interest Payment Date for a Floating Rate Note shall be
the date (whether or not a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date, and for a Fixed Rate Note (unless
otherwise specified in the applicable Pricing Supplement) shall be the March
1 or September 1 (whether or not a Business Day) immediately preceding such
Interest Payment Date. Interest payable and punctually paid or duly provided
for on any Interest Payment Date will be paid to the Registered Holder at the
close of business on the Regular Record Date immediately preceding such
Interest Payment Date; provided, however, that in the case of a Note issued
between a Regular Record Date and the related Interest Payment Date, interest
for the period beginning on the Original Issue Date for such Note and ending
on such Interest Payment Date shall be paid on the first succeeding Interest
Payment Date to the Registered Holder of such Note on the related Regular
Record Date, and provided, further, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable.
S-6
<PAGE>
Fixed Rate Notes
Unless otherwise specified in an applicable Pricing Supplement, each
Fixed Rate Note will bear interest from, and including, its Original Issue
Date, or the most recent date to which interest has been paid or duly
provided for, to, but excluding, the Interest Payment Date or Maturity, as
the case may be, at the rate per annum stated on the face thereof until the
principal amount thereof is paid or made available for payment. Unless
otherwise set forth in the applicable Pricing Supplement, interest on each
Fixed Rate Note will be payable semiannually in arrears on each March 15 and
September 15 and at Maturity. Each payment of interest on a Fixed Rate Note
in respect of an Interest Payment Date shall include interest accrued through
the day before such Interest Payment Date. Unless otherwise specified in an
applicable Pricing Supplement, interest on Fixed Rate Notes will be computed
on the basis of a 360-day year of twelve 30-day months. Any payment required
to be made in respect of a Fixed Rate Note on a date that is not a Business
Day for such Note need not be made on such date, but may be made on the first
succeeding Business Day with the same force and effect as if made on such
date, and no additional interest shall accrue as a result of such delayed
payment.
Floating Rate Notes
Each Floating Rate Note will bear interest from and including its
Original Issue Date in accordance with the interest rate formula specified
therein until the principal thereof is paid or otherwise made available for
payment. The interest rate on such Note for each Interest Reset Period (as
defined below) will be determined by reference to an interest rate
basis (the "Base Rate"), plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, or pursuant to an interest rate formula.
The "Spread" is the number of basis points (one basis point equals one
one-hundredth of a percentage point) that may be specified in the applicable
Pricing Supplement as being applicable to such Note, and the "Spread
Multiplier" is the percentage that may be specified in the applicable Pricing
Supplement as being applicable to such Note. The applicable Pricing
Supplement will designate one or more of the following Base Rates as
applicable to a Floating Rate Note: (i) LIBOR (a "LIBOR Note"), (ii) the
Commercial Paper Rate (a "Commercial Paper Rate Note"), (iii) the Treasury
Rate (a "Treasury Rate Note"), (iv) the CD Rate (a "CD Rate Note"), (v) the
CMT Rate (a "CMT Rate Note"), (vi) the Federal Funds Rate (a "Federal Funds
Rate Note"), (vii) the Prime Rate (a "Prime Rate Note") or (viii) such other
Base Rate or interest rate formula as is set forth in such Pricing Supplement
and in such Note. In addition, a Floating Rate Note may bear interest in
respect of two or more Base Rates. The "Index Maturity" for any Note is the
period of maturity of the instrument or obligation from which the Base Rate
is calculated. "H.15(519)" means the publication entitled "Statistical
Release H.15(519), Selected Interest Rates," or any successor publication,
published by the Board of Governors of the Federal Reserve System."H.15 Daily
Update" means the daily update of H.15(519), available through the world-wide
website of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us./releases/h15/update, or any successor site or
publication
Unless otherwise provided in the applicable Pricing Supplement, each
Base Rate shall be the rate determined in accordance with the applicable
provisions below. Except as set forth above or in an applicable Pricing
Supplement, the interest rate in effect on each day shall be (a) if such day
is an Interest Reset Date (as defined below), the interest rate determined
with respect to the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined with respect to the
Interest Determination Date immediately preceding the next preceding Interest
Reset Date.
As specified in the applicable Pricing Supplement, a Floating Rate Note
may also have either or both of the following (in each case expressed as a
rate per annum on a simple interest basis); (i) a maximum limitation, or
ceiling, on the rate at which interest may accrue during any interest period
("Maximum Interest Rate") and (ii) a minimum limitation, or floor, on the
rate at which interest may accrue during any interest period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate that may be
applicable to any Floating Rate Note, the interest rate on a Floating Rate
Note will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
S-7
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The Company will appoint, and enter into an agreement with, U.S. Bank
Trust National Association (the "Calculation Agent") to calculate interest
rates on Floating Rate Notes. The interest rate on each Floating Rate Note
will be reset daily, weekly, monthly, quarterly, semiannually or annually
(such period being the "Interest Reset Period" for such Note, and the first
day of each Interest Reset Period being an "Interest Reset Date") as
specified in the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the Interest Reset Date will be, in the
case of Floating Rate Notes that reset daily, each Business Day; in the case
of Floating Rates Notes (other than Treasury Rate Notes) that reset weekly,
Wednesday of each week; in the case of Treasury Rate Notes that reset weekly,
Tuesday of each week (except as provided below); in the case of Floating Rate
Notes that reset monthly, the third Wednesday of each month; in the case of
Floating Rate Notes that reset quarterly, the third Wednesday of March, June,
September and December of each year; in the case of Floating Rate Notes that
reset semiannually, the third Wednesday of March and September; and, in the
case of Floating Rate Notes that reset annually, the third Wednesday of
September; provided, however, that, unless otherwise specified in the
applicable Pricing Supplement, the interest rate in effect from the Original
Issue Date to but excluding the first Interest Reset Date with respect to
such Floating Rate Note will be the Initial Interest Rate (as set forth in
the applicable Pricing Supplement). If any Interest Reset Date for any
Floating Rate Note would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the first succeeding Business Day,
except that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
Unless otherwise specified in the applicable Pricing Supplement,
interest payable in respect of Floating Rate Notes shall be the accrued
interest from and including the Original Issue Date or the last date to which
interest has been paid, as the case may be, to but excluding the applicable
Interest Payment Date or Maturity, as the case may be.
With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Pricing Supplement, the interest factor for each such day will be computed by
dividing the interest rate in effect on such day by 360, in the case of LIBOR
Notes, Commercial Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes
and Prime Rate Notes, or by the actual number of days in the year, in the
case of CMT Rate Notes or Treasury Rate Notes. Unless otherwise specified in
an applicable Pricing Supplement, the interest factor for Notes for which the
interest rate is calculated with reference to two or more Base Rates will be
calculated in each period in the same manner as if only one of the applicable
Base Rates applied. For purposes of making the foregoing calculation, the
interest rate in effect on any Interest Reset Date will be the applicable
rate as reset on such date.
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest of a
Floating Rate Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from
such calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).
Unless otherwise indicated in the applicable Pricing Supplement and
except as provided below, interest will be payable, in the case of Floating
Rate Notes that reset daily, weekly, or monthly, on the third Wednesday of
each month or on the third Wednesday of March, June, September and December
of each year, as specified in the applicable Pricing Supplement; in the case
of Floating Rate Notes that reset quarterly, on the third Wednesday of March,
June, September and December of each year; in the case of Floating Rate Notes
that reset semiannually, on the third Wednesday of March and September; and,
in the case of Floating Rate Notes that reset annually, on the third
Wednesday of September and, in all such cases, at Maturity. If an Interest
Payment Date with respect to any Floating Rate Note (other
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than an Interest Payment Date at Maturity) would otherwise be a day that is
not a Business Day, such Interest Payment Date shall be postponed to the
first succeeding Business Day, except that, in the case of a LIBOR Note, if
such Business Day falls in the next calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. If the Maturity of a
Floating Rate Note falls on a day that is not a Business Day, the payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day, and no interest on such payment shall accrue for the period
from and after such Maturity.
The interest rate applicable to each Interest Reset Period commencing
on the Interest Reset Date with respect to such Interest Reset Period will be
the rate determined as of the applicable "Interest Determination Date."
Unless otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date with respect to the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate and the Prime Rate will be the second
Business Day preceding each Interest Reset Date for the related Note; the
Interest Determination Date with respect to LIBOR will be the second London
Business Day preceding each Interest Reset Date. With respect to the Treasury
Rate, unless otherwise specified in an applicable Pricing Supplement, the
Interest Determination Date will be the day in the week in which the related
Interest Reset Date falls on which day Treasury bills (as defined below) are
normally auctioned (Treasury bills are normally sold at auction on Monday of
each week, unless such Monday is a legal holiday, in which case the auction
is normally held on the immediately suceeding Tuesday although such auction
may be held on the preceding Friday); provided, however, that if an auction
is held on the Friday of the week preceding the related Interest Reset Date,
the related Interest Determination Date will be such preceding Friday; and
provided, further, that if an auction falls on any Interest Reset Date, then
the related Interest Reset Date will instead by the first Business Day
following such auction. Unless otherwise specified in the applicable Pricing
Supplement, the Interest Determination Date pertaining to a Floating Rate
Note the interest rate of which is determined with reference to two or more
Base Rates will be the first Business Day which is at least two Business Days
prior to such Interest Reset Date for such Floating Rate Note on which each
Base Rate is determinable. Each Base Rate will be determined as of such date,
and the applicable interest rate will take effect on the related Interest
Reset Date. Unless otherwise specified in the applicable Pricing Supplement,
the "Calculation Date," if applicable, pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after
such Interest Determination Date, or, if such day is not a Business Day, the
next succeeding Business Day or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity, as the case may be.
Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to such Note.
Commercial Paper Rate Notes. Each Commercial Paper Rate Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread and/or Spread
Multiplier, if any, specified in such Note and in the applicable Pricing
Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination
Date relating to a Commercial Paper Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Commercial Paper
Rate (a "Commercial Paper Rate Determination Date"), the Money Market Yield
(calculated as described below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement, as such rate shall be published by the
Board of Governors of the Federal Reserve System in H.15(519) under the
caption "Commercial Paper -- Nonfinancial" or, if such heading is no longer
available, such other heading representing commercial paper issued by
non-financial entities whose bond rating is "Aa", or the equivalent, from a
nationally recognized statistical rating organization. In the event that such
rate is not so published prior to 9:00 a.m., New York City time, on the
Calculation Date, the rate on such Commercial Paper Rate Determination Date
shall be the rate for commercial paper of the specified Index Maturity as
published in H.15 Daily Update or such other recognized electronic source for
the purpose of displaying
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such rate, under the caption "Commercial Paper -- Nonfinancial". If by 3:00
p.m., New York City time, on such Calculation Date such rate is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, then the "Commercial Paper Rate" for such Commercial Paper Rate
Determination Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank discount basis), as of 11:00 a.m., New York City time, on
such Commercial Paper Rate Determination Date, of three leading dealers of
United States dollar denominated commercial paper in The City of New York
(any of which may be an Agent or an affiliate of an Agent) selected by the
Calculation Agent for commercial paper of the specified Index Maturity placed
for industrial issuers whose bond rating is "Aa" or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates
as mentioned in this sentence, the "Commercial Paper Rate" for such Commercial
Paper Rate Determination Date will be the same as the Commercial Paper Rate in
effect on such Commercial Paper Rate Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards to the nearest one hundred-thousandth of a percentage point)
calculated in accordance with the following formula:
<TABLE>
<S> <C>
D X 360
Money Market Yield = ----------- X 100
360-(D X M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
LIBOR Notes. Each LIBOR Note will bear interest for each Interest Reset
Period at the interest rate calculated with reference to LIBOR and the Spread
and/or Spread Multiplier, if any, specified in such Note and in the
applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
"LIBOR" means the rate determined by the Calculation Agent in accordance with
the following provisions:
With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Determination Date"), LIBOR will be either: (a)
if "LIBOR Telerate" is specified in the applicable Pricing Supplement or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable
Pricing Supplement as the method for calculating LIBOR, the rate for the
deposits in the Index Currency having the Index Maturity specified in such
Pricing Supplement, commencing on such Interest Reset Date, that appears on
the Designated LIBOR Page as of 11:00 a.m. London time, on such LIBOR
Determination Date; or (b) if "LIBOR Reuters" is specified in the applicable
Pricing Supplement, the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by its terms provides only
for a single rate, in which case such single rate shall be used) for deposits
in the Index Currency (as defined below) having the Index Maturity designated
in the applicable Pricing Supplement, commencing on the second London Business
Day immediately following that LIBOR Determination Date, that appear on the
Designated LIBOR Page specified in the applicable Pricing Supplement as of
11:00 a.m.,London time, on that LIBOR Determination Date, if at least two such
offered rates appear (unless, as aforesaid, only a single rate is required)
on such Designated LIBOR Page. If fewer than two offered rates appear, or no
rate appears, as applicable, LIBOR in respect of the related LIBOR
Determination Date will be determined as if the parties had specified the
rate described in clause (ii) below.
With respect to a LIBOR Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity
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designated in the applicable Pricing Supplement, commencing on the second
London Business Day immediately following such LIBOR Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a principal amount that
is representative for a single transaction in such Index Currency in such
market at such time. If at least two such quotations are provided, LIBOR
determined on such LIBOR Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided, LIBOR determined
on such LIBOR Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., (or such other time specified in the
applicable Pricing Supplement), in the applicable Principal Financial Center
(as defined below), on such LIBOR Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent for loans
in the Index Currency to leading European banks, having the Index Maturity
designated in the applicable Pricing Supplement and in a principal amount
that is representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined on such LIBOR Determination Date will be LIBOR in effect on such
LIBOR Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which
LIBOR shall be calculated. If no such currency is specified in the applicable
Pricing Supplement, the Index Currency shall be U.S. Dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated in the applicable Pricing Supplement, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is designated in the applicable Pricing Supplement, the
display on Bridge Telerate, Inc. Telerate Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified in the
applicable Pricing Supplement, LIBOR for the applicable Index Currency will
be determined as if LIBOR Telerate (and, if the U.S. Dollar is the Index
Currency, LIBOR Page 3750) has been specified.
"Principal Financial Center" will be the capital city of the country of
the specified Index Currency, except that with respect to U.S. dollars and
ECUs, the Principal Financial Center shall be The City of New York and
Luxembourg, respectively.
Treasury Rate Notes. Each Treasury Rate Note will bear interest for
each Interest Reset Period at the interest rate calculated with reference to
the Treasury Rate and the Spread and/or Spread Multiplier, if any, specified
in such Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
"Treasury Rate" means, with respect to any Interest Determination Date
relating to a Treasury Rate Note or any Floating Rate Note for which the
interest rate is determined by reference to the Treasury Rate (a "Treasury
Rate Determination Date"), the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury bills") having the Index
Maturity specified in the applicable Pricing Supplement under the
caption "AVGE INVEST YIELD" on the display on Bridge Telerate, Inc. (or any
successor service) on page 56 ("Telerate Page 56") or page 57 ("Telerate Page
57") or, in the event that such rate is not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Treasury Rate
Determination Date, the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) on such Treasury Rate Determination Date as otherwise announced
by the United States Department of the Treasury. In the event that the
results of the auction of Treasury bills having the specified Index Maturity
are not so published or reported as provided above by 3:00p.m., New York
City time, on such Calculation Date, or if no such auction is held, then the
Treasury Rate will be the rate (expressed as a bond equivalent on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) on
such Treasury Rate Determination Date of Treasury Bills having the Index
Maturity specified in the applicable Pricing Supplement as published in
H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market" or, if not yet published by 3:00 p.m.,New York City
time, on the related Calculation Date, the rate on such Treasury Rate
Determination Date of such Treasury Bills as published in H.15(519)
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Daily Update, or such other recognized electronic source used for the purpose
of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, then the "Treasury Rate" for such Interest Reset Period shall be
calculated by the Calculation Agent and shall be the yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers (any of which may be an Agent or
an affiliate of an Agent) selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence,
the "Treasury Rate" with respect to such Treasury Rate Determination Date
will be the Treasury Rate in effect on such Treasury Rate Determination Date.
CD Rate Notes. Each CD Rate Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CD Rate
and the Spread and/or Spread Multiplier, if any, specified in such Note and
in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CD
Rate" means, with respect to any Interest Determination Date relating to a CD
Rate Note or any Floating Rate Note for which the interest rate is determined
with reference to the CD Rate (a "CD Rate Determination Date"), the rate on
such CD Rate Determination Date for negotiable certificates of deposit having
the Index Maturity designated in the applicable Pricing Supplement, as such
rate shall be published in H.15(519) under the heading "CDs (secondary
market"). In the event that such rate is not so published prior to 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such CD Rate
Determination Date, then the "CD Rate" for such Interest Reset Period shall
be the rate on such CD Rate Determination Date for negotiable certificates of
deposit of the specified Index Maturity as published in H.15 Daily Update
(as herein after defined), or such other recognized electronic source used
for the purpose of displaying such rate, under the caption "CDs (secondary
market)." If, by 3:00 p.m., New York City time, on such Calculation Date,
such rate is not yet published in either H.15(519), H.15 Daily Update or
another recognized electronic source, then the "CD Rate" on such CD Rate
Interest Determination Date shall be calculated by the Calculation Agent
and will be the arithmetic mean of the secondary market offered rates as of
10:00 a.m., New York City time, on such CD Rate Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York (any of which may be an Agent or an affiliate of an
Agent) selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks (in the market for
negotiable certificates of deposit) with a remaining maturity closest to the
Index Maturity designated in the applicable Pricing Supplement in an amount
that is representative for a single transaction in that market at that time;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such CD Rate Determination Date will be the CD Rate in effect
on such CD Rate Determination Date.
CMT Rate Notes. Each CMT Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CMT Rate
and the Spread and/or Spread Multiplier, if any, specified in such Note and
in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CMT
Rate" means, with respect to any Interest Determination Date relating to any
Floating Rate Note for which the interest rate is determined with reference
to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate
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displayed on the Designated CMT Telerate Page under the caption "Treasury
Constant Maturities. Federal Reserve Board Release H.15. Monday Approximately
3:45 P.M.", under the column for the Designated CMT Maturity Index for
(i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the weekly or the monthly average, as specified in the Pricing
Supplement, for the week or the month, as applicable, ended immediately
preceding the week or month, as applicable, in which the related CMT Rate
Interest Determination Date occurs. If such rate is no longer displayed on
the relevant page or is not displayed by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate of
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not so
provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate on the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York (which may include the Agent or
its affiliates) selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the Calculation
Agent is unable to obtain three such Treasury Note quotations, the CMT Rate
on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offered rates as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100 million. If
three or four (and not five) of the Reference Dealers are quoting as
described above, then the CMT Rate will be based on the arithmetic mean of
the offered rates obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided, however, that if fewer than three
Reference Dealers so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate Interest Determination Date will be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT Maturity
Index, the Calculation Agent will obtain from five Reference Dealers
quotations for the Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. on the page specified in the applicable Pricing Supplement (or any other
page as may replace such page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, page 7051.
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"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Federal Funds Rate Notes. Each Federal Funds Rate Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread and/or Spread Multiplier,
if any, specified in such Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement,
"Federal Funds Rate" means, with respect to any Interest Determination Date
relating to a Federal Funds Rate Note or any Floating Rate Note for which the
interest rate is determined with reference to the Federal Funds Rate (a
"Federal Funds Rate Determination Date"), the rate on such Federal Funds Rate
Determination Date for Federal Funds as such rate shall be published in
H.15(519) H.15 under the heading "Federal Funds (Effective)", as such rate is
displayed on Bridge Telerate, Inc. (or any successor service) on page 120
("Telerate Page 120"), or, if such rate does not appear on Telerate Page 120
or is not so published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate Determination Date,
then the "Federal Funds Rate" on such Federal Funds Rate Determination Date
shall be the rate for United States Dollar federal funds as published in H.15
Daily Update, or such other recognized electronic source used for the purpose
of displaying such rate, under the caption "Federal Funds (Effective). If
such rate does not appear on Telerate Page 120 or is not yet published in
H.15(519) H.15 , Daily Update or another recognized electronic source by
3:00 p.m.,New York City time, on such Calculation Date, then the "Federal
Funds Rate" for such Federal Funds Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States Dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions in
The City of New York selected by the Calculation Agent prior to 9:00 a.m., New
York City time, on such Federal Funds Rate Determination Date; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Federal Funds Rate with
respect to such Federal Funds Rate Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Determination Date.
Prime Rate Notes. Each Prime Rate Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread and/or Spread Multiplier, if any, specified in such
Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Prime Rate" means, with respect to any Interest Determination Date relating
to a Prime Rate Note or any Floating Rate Note for which the interest rate is
determined with reference to the Prime Rate (a "Prime Rate Determination
Date"), the rate on such date as such rate is published in H.15(519) under
the caption "Bank Prime Loan" or, if such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date, the rate on such Prime
Rate Determination Date as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate,
under the caption "Bank Prime Loan." If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
p.m., New York City time, on the related Calculation Date, then the Prime Rate
shall be the arithmetic mean of the rates of interest publicly announced by
each bank that appears on the Reuters screen USPRIME1 (as hereinafter
defined) as such bank's prime rate or base lending rate as of 11:00 a.m., New
York City time, on such Prime Rate Determination Date. If fewer than four
such rates so appear on the Reuters Screen USPRIME1 for such Prime Rate
Determination Date, then the Prime Rate shall be the arithmetic mean of the
prime rates or base lending rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on
such Prime Rate Determination Date by three major banks (which may include
affiliates of the Agents) in The City of New York selected by the Calculation
Agent; provided, however, that if the banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate for
such Prime Rate Determination Date will be the Prime Rate as determined based
on the last such rate published in H.15(519). "Reuters Screen USPRIME1" means
the display designated as page "USPRIME1" on the
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Reuters Monitor Money Rates Service (or such other page as may replace the
USPRIME1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
Redemption
Unless otherwise specified in an applicable Pricing Supplement, the
Notes will not be subject to any sinking fund. If provided in an applicable
Pricing Supplement, Notes may be subject to redemption, in whole or in part,
prior to their Stated Maturity at the option of the Company or through
operation of a mandatory or optional sinking fund or analogous provisions.
Such Pricing Supplement will set forth the detailed terms of such redemption,
including, but not limited to, the date after or on which and the price or
prices (including premium, if any) at which such Notes may be redeemed.
Unless otherwise specified in the applicable Pricing Supplement, the Company
may redeem any Notes that are redeemable and remain outstanding either in
whole or in part upon not less than 30 nor more than 60 days' notice.
Repayment at the Option of the Holder
If provided in an applicable Pricing Supplement, Notes will be subject
to repayment at the option of the Holders thereof in accordance with the
terms of such Notes on their respective optional repayment dates, if any, as
agreed upon by the Company and the purchasers thereof at the time of sale
(each, an "Optional Repayment Date"). If no Optional Repayment Date is
indicated with respect to a Note, such Note will not be repayable at the
option of the Holder thereof prior to its Stated Maturity. Unless otherwise
specified in the applicable Pricing Supplement, on any Optional Repayment
Date with respect to any Note, such Note will be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal amount of
such Note shall not be less than the minimum denomination of such Note) at
the option of the Holder thereof at a repayment price equal to 100% of the
principal amount to be repaid, together with interest thereon payable to the
date of repayment.
Unless otherwise specified in the applicable Pricing Supplement, in
order for a Note to be repaid at the option of the Holder, the applicable
Trustee must receive the Note, at least 30 days but not more than 60 days
prior to the repayment date, with the section entitled "Option to Elect
Repayment" on the reverse of the Note duly completed. Exercise of a repayment
option by the Holder of a Note will be irrevocable.
Other Provisions; Addenda
Any provisions with respect to Notes, including the determination of a
Base Rate, calculation of the interest rate applicable to a Floating Rate
Note, its Interest Payment Dates or any other matter relating thereto, may be
modified by the terms as specified under "Other Provisions" on the face
thereof or in an Addendum relating thereto, if so specified on the face
thereof and in the applicable Pricing Supplement.
Foreign-Currency Notes
If any Note is not to be denominated in U.S. Dollars (a
"Foreign-Currency Note"), certain provisions with respect thereto will be set
forth in an applicable Pricing Supplement which will specify the currency or
currencies, including composite currencies such as the ECU, in which the
principal, premium, if any, and interest, if any, with respect to such Note
are to be paid (the "Specified Currency"), along with any other terms
relating to the non-U.S. Dollar denomination.
Indexed Notes
Notes also may be issued with the principal amount payable at Maturity
and/or interest to be paid thereon to be determined with reference to the
price or prices of specified commodities or stocks, the exchange rate of one
or more specified currencies (including a composite currency such as the ECU
relative to an indexed currency, or such other price or exchange rate as may
be specified in a Pricing Supplement relating to such Notes ("Indexed
Notes")). Holders of such Notes may receive a principal amount at Maturity
that is greater than or less than the face amount of the Notes depending upon
the
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relative value at Maturity of the specified indexed item. Information as to
the method for determining the principal amount payable at Maturity, certain
historical information with respect to the specified indexed item and tax
considerations associated with investment in Indexed Notes will be set forth
in the applicable Pricing Supplement.
BOOK-ENTRY SYSTEM
The Notes will initially be issued in whole or in part as Book-Entry
Notes represented by a Global Security (as defined in the accompanying
Prospectus) deposited with, or on behalf of, the Depository and registered in
the name of the Depository or a nominee of the Depository. Unless otherwise
specified in the applicable Pricing Supplement, DTC will be the Depository.
So long as the Depository for a Global Security, or a nominee of the
Depository, is the registered owner of the Global Security, the Depository or
its nominee, as the case may be, will be considered the sole owner or holder
of the Book-Entry Notes represented by such Global Security for all purposes
under the Indenture. Except as provided below, owners of beneficial interests
in Book-Entry Notes represented by a Global Security will not be considered
the owners or holders thereof under the Indenture, will not be entitled to
have Book-Entry Notes represented by such Global Security registered in their
names and will not be entitled to physical delivery of Notes in certificated
form evidencing their respective beneficial interests therein. A Global
Security may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any nominee to a
successor of the Depository or a nominee of such successor.
Payments of principal of and any premium and interest on Book-Entry
Notes represented by a Global Security registered in the name of a Depository
or its nominee will be made to the Depository or its nominee, as the case may
be, as the registered owner of the Global Security. Neither the Company, the
Trustee, any Paying Agent nor the Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in Book-Entry Notes represented by
a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depository or its nominee, upon receipt of
any payment of principal, premium, if any, or interest, if any, in respect of
a Global Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of such
Depository or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in Book-Entry Notes
represented by such Global Security held through such participants will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If the Depository with respect to any Global Security is at any time
unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 days of such time, the
Company will issue Certificated Notes in exchange for each Book-Entry Note
represented by such Global Security. In addition, the Company may at any time
and in its sole discretion determine not to have the Notes represented by a
Global Security and, in such event, will issue Certificated Notes in exchange
for the Book-Entry Notes represented by such Global Security. In either
instance, an owner of a beneficial interest in a Book-Entry Note will be
entitled to have a Certificated Note or Notes equal in principal amount to
such beneficial interest registered in its name and will be entitled to
physical delivery of such Note or Notes.
DTC has advised the Company and the Agents as follows: DTC is a
limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
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registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC was created to hold securities for persons that
have accounts with DTC ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movements of
securities certificates. DTC's participants include securities brokers and
dealers (including the Agents), banks, trust companies, clearing
corporations, and certain other organizations, some of whom (and/or their
representatives) own DTC. Access to DTC's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either
directly or indirectly. Persons who are not participants may beneficially own
securities held by DTC only through participants.
DTC has also advised the Company and the Agents that, upon the issuance
by the Company of Book-Entry Notes represented by a Global Security, DTC will
credit on its book-entry registration and transfer system the respective
principal amounts of the Book-Entry Notes represented by such Global Security
to the accounts of participants. The accounts to be credited shall be
designated by the applicable Agent or by the Company if such Notes are
offered and sold directly by the Company. Ownership of beneficial interests
in Book-Entry Notes represented by a Global Security registered in the name
of DTC or its nominee will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests in
Book-Entry Notes represented by a Global Security registered in the name of
DTC or its nominee will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with
respect to beneficial interests of participants), or by participants or
persons that may hold interests through participants (with respect to
beneficial interests of persons other than participants). The laws of some
states may require that certain purchasers of securities take physical
delivery of such securities in certificated form. Such limits and such laws
may impair the ability to transfer beneficial interests in Book-Entry Notes.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including changes in effective dates) or possible
differing interpretations. It deals only with Notes held as capital assets
and does not purport to deal with persons in special tax situations, such as
financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
whose functional currency is not the United States dollar. It also does not
deal with holders other than original purchasers (except where otherwise
specifically noted). Persons considering the purchase of the Notes should
consult their own tax advisors concerning the application of United States
Federal income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of the Notes arising
under the laws of any other taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a
Note that is for United States Federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other
entity treated as a corporation or partnership for United States federal
income tax purposes created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (other than a
partnership that is not treated as a United States person under applicable
Treasury regulations), (iii) an estate the income of which is subject to
United States Federal income taxation regardless of its source, or (iv) a
trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date, that elect to continue
to be treated as United States persons will also be a U.S. Holder. As used
herein, the term "non-U.S. Holder" means a beneficial owner of a Note that is
not a U.S. Holder.
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U.S. Holders
Payments of Interest. Payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such
payments are accrued or are received (in accordance with the U.S. Holder's
regular method of tax accounting).
Original Issue Discount. The following summary is a general discussion
of the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of Notes issued with original issue
discount ("Discount Notes"). The following summary is based upon final
Treasury regulations (the "OID Regulations") issued by the Internal Revenue
Service ("IRS") on January 27, 1994, as amended on June 11, 1996, under the
original issue discount provisions of the Internal Revenue Code of 1986, as
amended (the "Code").
For United States Federal income tax purposes, original issue discount
is the excess of the stated redemption price at maturity of a Note over its
issue price, if such excess equals or exceeds a de minimis amount (generally
1/4 of 1% of the Note's stated redemption price at maturity multiplied by the
number of complete years to its maturity from its issue date or, in the case
of a Note providing for the payment of any amount other than qualified stated
interest (as defined below) prior to maturity, multiplied by the weighted
average maturity of such Note). The issue price of each Note in an issue of
Notes equals the first price at which a substantial amount of such Notes has
been sold (ignoring sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers). The stated redemption price at maturity of a Note is the sum of
all payments provided by the Note other than "qualified stated interest"
payments. The term "qualified stated interest" generally means stated
interest that is unconditionally payable in cash or property (other than debt
instruments of the issuer) at least annually at a single fixed rate. In
addition, under the OID Regulations, if a Note bears interest for one or more
accrual periods at a rate below the rate applicable for the remaining term of
such Note (e.g., Notes with teaser rates or interest holidays), and if the
greater of either the resulting foregone interest on such Note or any "true"
discount on such Note (i.e., the excess of the Note's stated principal amount
over its issue price) equals or exceeds a specified de minimis amount, then
the stated interest on the Note would be treated as original issue discount
rather than qualified stated interest.
Payments of qualified stated interest on a Note are taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of such U.S.
Holder's regular method of tax accounting. In general, the amount of original
issue discount included in income by the initial U.S. Holder of a Discount
Note is the sum of the daily portions of original issue discount with respect
to such Discount Note for each day during the taxable year (or portion of the
taxable year) on which such U.S. Holder held such Discount Note. The "daily
portion" of original issue discount on any Discount Note is determined by
allocating to each day in any accrual period a ratable portion of the
original issue discount allocable to that accrual period. An "accrual period"
may be of any length and the accrual periods may vary in length over the term
of the Discount Note, provided that each accrual period is no longer than one
year and each scheduled payment of principal or interest occurs either on the
final day of an accrual period or on the first day of an accrual period. The
amount of original issue discount allocable to each accrual period is
generally equal to the difference between (i) the product of the Discount
Note's adjusted issue price at the beginning of such accrual period and its
yield to maturity (determined on the basis of compounding at the close of
each accrual period and appropriately adjusted to take into account the
length of the particular accrual period) and (ii) the amount of any qualified
stated interest payments allocable to such accrual period. The "adjusted
issue price" of a Discount Note at the beginning of any accrual period is the
sum of the issue price of the Discount Note plus the amount of original issue
discount allocable to all prior accrual periods minus the amount of any prior
payments on the Discount Note that were not qualified stated interest
payments. Under these rules, U.S. Holders generally will have to include in
income increasingly greater amounts of original issue discount in successive
accrual periods.
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A U.S. Holder who purchases a Discount Note for an amount that is
greater than its adjusted issue price as of the purchase date and less than
or equal to the sum of all amounts payable on the Discount Note after the
purchase date other than payments of qualified stated interest will be
considered to have purchased the Discount Note at an "acquisition premium."
Under the acquisition premium rules, the amount of original issue discount
which such U.S. Holder must include in its gross income with respect to such
Discount Note for any taxable year (or portion thereof in which the U.S.
Holder holds the Discount Note) will be reduced (but not below zero) by the
portion of the acquisition premium properly allocable to the period.
Under the OID Regulations, Floating Rate Notes and Indexed Notes
("Variable Notes") are subject to special rules whereby a Variable Note will
qualify as a "variable rate debt instrument" if (a) its issue price does not
exceed the total noncontingent principal payments due under the Variable Note
by more than a specified de minimis amount and (b) it provides for stated
interest, paid or compounded at least annually, at current values of (i) one
or more qualified floating rates, (ii) a single fixed rate and one or more
qualified floating rates, (iii) a single objective rate, or (iv) a single
fixed rate and a single objective rate that is a qualified inverse floating
rate.
A "qualified floating rate" is any variable rate where variations in
the value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating
rate will generally not itself constitute a qualified floating rate, a
variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than .65 but not more than 1.35 will constitute a
qualified floating rate. A variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than .65 but not more than
1.35, increased or decreased by a fixed rate, will also constitute a
qualified floating rate. In addition, under the OID Regulations, two or more
qualified floating rates that can reasonably be expected to have
approximately the same values throughout the term of the Variable Note (e.g.,
two or more qualified floating rates with values within 25 basis points of
each other as determined on the Variable Note's issue date) will be treated
as a single qualified floating rate. Notwithstanding the foregoing, a
variable rate that would otherwise constitute a qualified floating rate but
which is subject to one or more restrictions such as a maximum numerical
limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor)
may, under certain circumstances, fail to be treated as a qualified floating
rate under the OID Regulations unless such cap or floor is fixed throughout
the term of the Note. An "objective rate" is a rate that is not itself a
qualified floating rate but that is based on objective financial or economic
information. A rate will not qualify as an objective rate if it is based on
information that is within the control of the issuer (or a related party) or
that is unique to the circumstances of the issuer (or a related party), such
as dividends, profits, or the value of the issuer's stock (although a rate
does not fail to be an objective rate merely because it is based on the
credit quality of the issuer). A "qualified inverse floating rate" is any
objective rate where such rate is equal to a fixed rate minus a qualified
floating rate, as long as variations in the rate can reasonably be expected
to inversely reflect contemporaneous variations in the qualified floating
rate. The OID Regulations also provide that if a Variable Note provides for
stated interest at a fixed rate for an initial period of one year or less
followed by a variable rate that is either a qualified floating rate or an
objective rate and if the variable rate on the Variable Note's issue date is
intended to approximate the fixed rate (e.g., the value of the variable rate
on the issue date does not differ from the value of the fixed rate by more
than 25 basis points), then the fixed rate and the variable rate together
will constitute either a single qualified floating rate or objective rate, as
the case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID
Regulations and if the interest on such Note is unconditionally payable in
cash or property (other than debt instruments of the issuer) at least
annually, then all stated interest on the Note will constitute qualified
stated interest and will be taxed accordingly. Thus, a Variable Note that
provides for stated interest at either a single qualified floating rate or a
single objective rate throughout the term thereof and that qualifies as a
"variable rate debt instrument" under the OID Regulations will generally not
be treated as having been issued with original issue discount unless the
Variable Note is issued at a "true"
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discount (i.e., at a price below the Note's stated principal amount) in
excess of a specified de minimus amount. The amount of qualified stated
interest and the amount of original issue discount, if any, that accrues
during an accrual period on such a Variable Note is determined under the
rules applicable to fixed rate debt instruments by assuming that the variable
rate is a fixed rate equal to (i) in the case of a qualified floating rate or
qualified inverse floating rate, the value as of the issue date, of the
qualified floating rate or qualified inverse floating rate, or (ii) in the
case of an objective rate (other than a qualified inverse floating rate), a
fixed rate that reflects the yield that is reasonably expected for the
Variable Note. The qualified stated interest allocable to an accrual period
is increased (or decreased) if the interest actually paid during an accrual
period exceeds (or is less than) the interest assumed to be paid during the
accrual period pursuant to the foregoing rules.
In general, any other Variable Note that qualifies as a "variable rate
debt instrument" will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of original
issue discount and qualified stated interest on the Variable Note. The OID
Regulations generally require that such a Variable Note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified
floating rate or qualified inverse floating rate provided for under the terms
of the Variable Note with a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case may be, as of
the Variable Note's issue date. Any objective rate (other than a qualified
inverse floating rate) provided for under the terms of the Variable Note is
converted into a fixed rate that reflects the yield that is reasonably
expected for the Variable Note. In the case of a Variable Note that qualifies
as a "variable rate debt instrument" and provides for stated interest at a
fixed rate in addition to either one or more qualified floating rates or a
qualified inverse floating rate, the fixed rate is initially converted into a
qualified floating rate (or a qualified inverse floating rate, if the
Variable Note provides for a qualified inverse floating rate). Under such
circumstances, the qualified floating rate or qualified inverse floating rate
that replaces the fixed rate must be such that the fair market value of the
Variable Note as of the Variable Note's issue date is approximately the same
as the fair market value of an otherwise identical debt instrument that
provides for either the qualified floating rate or qualified inverse floating
rate rather than the fixed rate. Subsequent to converting the fixed rate into
either a qualified floating rate or a qualified inverse floating rate, the
Variable Note is then converted into an "equivalent" fixed rate debt
instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original
issue discount rules to the "equivalent" fixed rate debt instrument and a
U.S. Holder of the Variable Note will account for such original issue
discount and qualified stated interest as if the U.S. Holder held the
"equivalent" fixed rate debt instrument. In each accrual period, appropriate
adjustments will be made to the amount of qualified stated interest or
original issue discount assumed to have been accrued or paid with respect to
the "equivalent" fixed rate debt instrument in the event that such amount
differs from the actual amount of interest accrued or paid on the Variable
Note during the accrual period.
If a Variable Note does not qualify as a "variable rate debt
instrument" under the OID Regulations, then the Variable Note would be
treated as a contingent payment debt obligation. U.S. Holders should be aware
that on June 11, 1996, the Treasury Department issued final regulations (the
"CPDI Regulations") concerning the proper United States Federal income tax
treatment of contingent payment debt instruments. In general, the CPDI
Regulations would cause the timing and character of income, gain or loss
reported on a contingent payment debt instrument to substantially differ from
the timing and character of income, gain or loss reported on a contingent
payment debt instrument under general principles of current United States
Federal income tax law. Specifically, the CPDI Regulations generally require
a U.S. Holder of such an instrument to include future contingent and
noncontingent interest payments in income as such interest accrues based upon
a projected payment schedule. Moreover, in general, under the CPDI
Regulations, any gain recognized by a U.S. Holder on the sale, exchange, or
retirement of a contingent payment debt instrument will be treated as
ordinary income and all or a portion of any loss realized could be treated as
ordinary loss as opposed to capital loss
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(depending upon the circumstances). The CPDI Regulations apply to debt
instruments issued on or after August 13, 1996. The proper United States
Federal income tax treatment of Variable Notes that are treated as contingent
payment debt obligations will be more fully described in the applicable
Pricing Supplement. Furthermore, any other special United States Federal
income tax considerations, not otherwise discussed herein, which are
applicable to any particular issue of Notes will be discussed in the
applicable Pricing Supplement.
Certain of the Notes (i) may be redeemable at the option of the Company
prior to their stated maturity (a "call option") and/or (ii) may be repayable
at the option of the holder prior to their stated maturity (a "put option").
Notes containing such features may be subject to rules that differ from the
general rules discussed above. Investors intending to purchase Notes with
such features should consult their own tax advisors, since the original issue
discount consequences will depend, in part, on the particular terms and
features of the purchased Notes.
U.S. Holders may generally, upon election, include in income all
interest (including stated interest, acquisition discount, original issue
discount, de minimis original issue discount, market discount, de minimis
market discount, and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium) that accrues on a debt instrument by using
the constant yield method applicable to original issue discount, subject to
certain limitations and exceptions.
Short-Term Notes. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original
issue discount. In general, an individual or other cash method U.S. Holder is
not required to accrue such original issue discount unless the U.S. Holder
elects to do so. If such an election is not made, any gain recognized by the
U.S. Holder on the sale, exchange or maturity of the Short-Term Note will be
ordinary income to the extent of the original issue discount accrued on a
straight-line basis, or upon election under the constant yield method (based
on daily compounding), through the date of sale or maturity, and a portion of
the deductions otherwise allowable to the U.S. Holder for interest on
borrowings allocable to the Short-Term Note will be deferred until a
corresponding amount of income is realized. U.S. Holders who report income
for United States Federal income tax purposes under the accrual method, and
certain other holders including banks and dealers in securities, are required
to accrue original issue discount on a Short-Term Note on a straight-line
basis unless an election is made to accrue the original issue discount under
a constant yield method (based on daily compounding).
Market Discount. If a U.S. Holder purchases a Note, other than a
Discount Note, for an amount that is less than its issue price (or, in the
case of a subsequent purchaser, its stated redemption price at maturity) or,
in the case of a Discount Note, for an amount that is less than its adjusted
issue price as of the purchase date, such U.S. Holder will be treated as
having purchased such Note at a "market discount," unless such difference is
less than a specified de minimis amount.
Under the market discount rules, a U.S. Holder will be required to
treat any partial principal payment (or, in the case of a Discount Note, any
payment that does not constitute qualified stated interest) on, or any gain
realized on the sale, exchange, retirement or other disposition of, a Note as
ordinary income to the extent of the lesser of (i) the amount of such payment
or realized gain or (ii) the market discount which has not previously been
included in income and is treated as having accrued on such Note at the time
of such payment or disposition. Market discount will be considered to accrue
ratably during the period from the date of acquisition to the maturity date
of the Note, unless the U.S. Holder elects to accrue market discount on the
basis of semiannual compounding.
A U.S. Holder may be required to defer the deduction of all or a
portion of the interest paid or accrued on any indebtedness incurred or
maintained to purchase or carry a Note with market discount until the
maturity of the Note or certain earlier dispositions, because a current
deduction is only allowed to the extent that the interest expense exceeds an
allocable portion of market discount. A U.S. Holder may elect to include
market discount in income currently as it accrues (on either a ratable or
semiannual compounding basis), in which case the rules described above
regarding the treatment as ordinary income of gain upon the disposition of
the Note and upon the receipt of certain cash payments and regarding
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the deferral of interest deductions will not apply. Generally, such currently
included market discount is treated as ordinary interest for United States
Federal income tax purposes. Such an election will apply to all debt
instruments acquired by the U.S. Holder on or after the first day of the
first taxable year to which such election applies and may be revoked only
with the consent of the IRS.
Premium. If a U.S. Holder purchases a Note for an amount that is
greater than the sum of all amounts payable on the Note after the purchase
date other than payments of qualified stated interest, such U.S. Holder will
be considered to have purchased the Note with "amortizable bond premium"
equal in amount to such excess. A U.S. Holder may elect to amortize such
premium using a constant yield method over the remaining term of the Note and
may offset interest otherwise required to be included in respect of the Note
during any taxable year by the amortized amount of such excess for the
taxable year. However, if the Note may be optionally redeemed after the U.S.
Holder acquires it at a price in excess of its stated redemption price at
maturity, special rules would apply which could result in a deferral of the
amortization of some bond premium until later in the term of the Note. Any
election to amortize bond premium applies to all taxable debt instruments
held by the U.S. Holder during or after the taxable year to which such
election applies and may be revoked only with the consent of the IRS.
Disposition of a Note. Except as discussed above, upon the sale,
exchange or retirement of a Note, a U.S. Holder generally will recognize
taxable gain or loss equal to the difference between the amount realized on
the sale, exchange or retirement (other than amounts representing accrued and
unpaid interest) and such U.S. Holder's adjusted tax basis in the Note. A
U.S. Holder's adjusted tax basis in a Note generally will equal such U.S.
Holder's initial investment in the Note increased by any original issue
discount included in income (and accrued market discount, if any, if the U.S.
Holder has included such market discount in income) and decreased by the
amount of any payments, other than qualified stated interest payments,
received and amortizable bond premium taken with respect to such Note. Such
gain or loss generally will be long-term capital gain or loss if the Note
were held for more than one year.
Notes Denominated or on Which Interest is Payable in a Foreign Currency
As used herein, "Foreign Currency" means a currency or currency unit
other than U.S. Dollars.
Payments of Interest in a Foreign Currency.
Cash Method. A U.S. Holder who uses the cash method of accounting for
United States Federal income tax purposes and who receives a payment of
interest on a Note (other than original issue discount or market discount) will
be required to include in income the U.S. dollar value of the Foreign Currency
payment (determined on the date such payment is received) regardless of whether
the payment is in fact converted to U.S. dollars at that time, and such U.S.
dollar value will be the U.S. Holder's tax basis in such Foreign Currency.
Accrual Method. A U.S. Holder who uses the accrual method of accounting
for United States Federal income tax purposes, or who otherwise is required
to accrue interest prior to receipt, will be required to include in income
the U.S. dollar value of the amount of interest income (including original
issue discount or market discount and reduced by amortizable bond premium to
the extent applicable) that has accrued and is otherwise required to be taken
into account with respect to a Note during an accrual period. The U.S. dollar
value of such accrued income will be determined by translating such income at
the average rate of exchange for the accrual period or, with respect to an
accrual period that spans two taxable years, at the average rate for the
partial period within the taxable year. A U.S. Holder may elect, however, to
translate such accrued interest income using the rate of exchange on the last
day of the accrual period or, with respect to an accrual period that spans
two taxable years, using the rate of exchange on the last day of the taxable
year. If the last day of an accrual period is within five business days of
the date of receipt of the accrued interest, a U.S. Holder may translate such
interest using the rate of exchange on the date of receipt. The above
election will apply to other debt obligations held by the U.S. Holder and may
not be changed without the consent of the IRS. A U.S. Holder should consult a
tax advisor before making the above election. A U.S. Holder will recognize
exchange gain or loss (which will be treated as ordinary income or loss) with
respect to accrued interest income on the date
S-22
<PAGE>
such income is received. The amount of ordinary income or loss recognized
will equal the difference, if any, between the U.S. dollar value of the
Foreign Currency payment received (determined on the date such payment is
received) in respect of such accrual period and the U.S. dollar value of
interest income that has accrued during such accrual period (as determined
above).
Purchase, Sale and Retirement of Notes. A U.S. Holder who purchases a
Note with previously owned Foreign Currency will recognize ordinary income or
loss in an amount equal to the difference, if any, between such U.S. Holder's
tax basis in the Foreign Currency and the U.S. dollar fair market value of
the Foreign Currency used to purchase the Note, determined on the date of
purchase.
Except as discussed above with respect to Short-Term Notes, upon the
sale, exchange or retirement of a Note, a U.S. Holder will recognize taxable
gain or loss equal to the difference between the amount realized on the sale,
exchange or retirement and such U.S. Holder's adjusted tax basis in the Note.
Such gain or loss generally will be capital gain or loss (except to the
extent of any accrued market discount not previously included in the U.S.
Holder's income) and will be long-term capital gain or loss if at the time of
sale, exchange or retirement the Note has been held by such U.S. Holder for
more than one year. To the extent the amount realized represents accrued but
unpaid interest, however, such amounts must be taken into account as interest
income, with exchange gain or loss computed as described in "Payments of
Interest in a Foreign Currency" above. If a U.S. Holder receives Foreign
Currency on such a sale, exchange or retirement, the amount realized will be
based on the U.S. dollar value of the Foreign Currency on the date the
payment is received or the Note is disposed of (or deemed disposed of in the
case of a taxable exchange of the Note for a new Note). In the case of a Note
that is denominated in Foreign Currency and is traded on an established
securities market, a cash basis U.S. Holder (or, upon election, an accrual
basis U.S. Holder) will determine the U.S. dollar value of the amount
realized by translating the Foreign Currency payment at the spot rate of
exchange on the settlement date of the sale. A U.S. Holder's adjusted tax
basis in a Note will equal the cost of the Note to such holder, increased by
the amounts of any market discount or original issue discount previously
included in income by the holder with respect to such Note and reduced by any
amortized acquisition or other premium and any principal payments received by
the holder. A U.S. Holder's tax basis in a Note, and the amount of any
subsequent adjustments to such holder's tax basis, will be the U.S. dollar
value of the Foreign Currency amount paid for such Note, or of the Foreign
Currency amount of the adjustment, determined on the date of such purchase or
adjustment.
Gain or loss realized upon the sale, exchange or retirement of a Note
that is attributable to fluctuations in currency exchange rates will be
ordinary income or loss which will not be treated as interest income or
expense. Gain or loss attributable to fluctuations in exchange rates will
equal the difference between the U.S. dollar value of the Foreign Currency
principal amount of the Note, determined on the date such payment is received
or the Note is disposed of, and the U.S. dollar value of the Foreign Currency
principal amount of the Note, determined on the date the U.S. Holder acquired
the Note. Such Foreign Currency gain or loss will be recognized only to the
extent of the total gain or loss realized by the U.S. Holder on the sale,
exchange or retirement of the Note.
Original Issue Discount. In the case of a Discount Note or Short-Term
Note, (i) original issue discount is determined in units of the Foreign
Currency, (ii) accrued original issue discount is translated into U.S.
dollars as described in "Payments of Interest in a Foreign Currency --
Accrual Method" above and (iii) the amount of Foreign Currency gain or loss
on the accrued original issue discount is determined by comparing the amount
of income received attributable to the discount (either upon payment,
maturity or an earlier disposition), as translated into U.S. dollars at the
rate of exchange on the date of such receipt, with the amount of original
issue discount accrued, as translated above.
Premium and Market Discount. In the case of a Note with market
discount, (i) market discount is determined in units of the Foreign Currency,
(ii) accrued market discount taken into account upon the receipt of any
partial principal payment or upon the sale, exchange, retirement or other
disposition of the Note (other than accrued market discount required to be
taken into account currently) is translated into U.S. dollars at the exchange
rate on such disposition date (and no part of such accrued market discount is
treated as exchange gain or loss) and (iii) accrued market discount currently
includible in
S-23
<PAGE>
income by a U.S. Holder for any accrual period is translated into U.S.
dollars on the basis of the average exchange rate in effect during such
accrual period, and the exchange gain or loss is determined upon the receipt
of any partial principal payment or upon the sale, exchange, retirement or
other disposition of the Note in the manner described in "Payments of
Interest in a Foreign Currency -- Accrual Method" above with respect to
computation of exchange gain or loss on accrued interest.
With respect to a Note issued with amortizable bond premium, such
premium is determined in the relevant Foreign Currency and reduces interest
income in units of the Foreign Currency. Although not entirely clear, a U.S.
Holder should recognize exchange gain or loss equal to the difference between
the U.S. dollar value of the bond premium amortized with respect to a period,
determined on the date the interest attributable to such period is received,
and the U.S. dollar value of the bond premium determined on the date of the
acquisition of the Note.
Exchange of Foreign Currencies. A U.S. Holder will have a tax basis in
any Foreign Currency received as interest or on the sale, exchange or
retirement of a Note equal to the U.S. dollar value of such Foreign Currency,
determined at the time the interest is received or at the time of the sale,
exchange or retirement. Any gain or loss realized by a U.S. Holder on a sale or
other disposition of Foreign Currency (including its exchange for U.S. dollars
or its use to purchase Notes) will be ordinary income or loss.
Non-U.S. Holders
A non-U.S. Holder will not be subject to United States Federal income
taxes on payments of principal, premium (if any) or interest (including
original issue discount, if any) on a Note, unless such non-U.S. Holder is a
direct or indirect 10% or greater shareholder of the Company, a controlled
foreign corporation related to the Company or a bank receiving interest
described in section 881(c)(3)(A) of the Code. To qualify for the exemption
from taxation, the last United States payor in the chain of payment prior to
payment to a non-U.S. Holder (the "Withholding Agent") must have received in
the year in which a payment of interest or principal occurs, or in either of
the two preceding calendar years, a statement that (i) is signed by the
beneficial owner of the Note under penalties of perjury, (ii) certifies that
such owner is not a U.S. Holder and (iii) provides the name and address of
the beneficial owner. The statement may be made on an IRS Form W-8 or a
substantially similar form, and the beneficial owner must inform the
Withholding Agent of any change in the information on the statement within 30
days of such change. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However,
in such case, the signed statement must be accompanied by a copy of the IRS
Form W-8 or the substitute form provided by the beneficial owner to the
organization or institution. The Treasury Department is considering
implementation of further certification requirements aimed at determining
whether the issuer of a debt obligation is related to holders thereof.
Generally, a non-U.S. Holder will not be subject to U.S. Federal income
taxes on any amount which constitutes capital gain upon retirement or
disposition of a Note, attributable to an office or other fixed place of
business maintained by the non-U.S. Holder in the United States. Certain
other exceptions may be applicable, and a non-U.S. Holder should consult its
tax advisor in this regard.
The Notes will not be includible in the estate of a non-U.S. Holder
unless the individual is a direct or indirect 10% or greater shareholder of
the Company or, at the time of such individual's death, payments in respect
of the Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.
Backup Withholding
Backup withholding of United States Federal income tax at a rate of 31%
may apply to payments made in respect of the Notes to registered owners who
are not "exempt recipients" and who fail to provide certain identifying
information (such as the registered owner's taxpayer identification number)
in the required manner. Generally, individuals are not exempt recipients,
whereas corporations and
S-24
<PAGE>
certain other entities generally are exempt recipients. Payments made in
respect of the Notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance
with the identification procedures described in the preceding section would
establish an exemption from backup withholding for those non-U.S. Holders who
are not exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the
broker must withhold 31% of the entire purchase price, unless either (i) the
broker determines that the seller is a corporation or other exempt recipient
or (ii) the seller provides, in the required manner, certain identifying
information and, in the case of a non-U.S. Holder, certifies that such seller
is a non-U.S. Holder (and certain other conditions are met). Such a sale must
also be reported by the broker to the IRS, unless either (i) the broker
determines that the seller is an exempt recipient or (ii) the seller
certifies its non-U.S. status (and certain other conditions are met).
Certification of the registered owner's non-U.S. status would be made
normally on an IRS Form W-8 under penalties of perjury, although in certain
cases it may be possible to submit other documentary evidence.
Any amounts withheld under the backup withholding rules from a payment
to a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax, provided the required
information is furnished to the IRS.
New Withholding Regulations
On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding,
backup withholding and information reporting rules described above. The New
Regulations attempt to unify certification requirements and modify reliance
standards. The New Regulations will generally be effective for payments made
after December 31, 1999, subject to certain transition rules. Prospective
investors are urged to consult their own tax advisors regarding the New
Regulations.
PLAN OF DISTRIBUTION
The Notes are offered on a continuing basis by the Company through the
Agents, each of which has agreed to use its reasonable efforts to solicit
offers to purchase the Notes. The Company will pay each Agent a commission
ranging from .05% to .60% of the principal amount of Notes sold through such
Agent, depending on the maturity of the Notes sold, except that the
commission payable by the Company to the Agents with respect to Notes with
maturities of or greater than thirty years will be negotiated at the time the
Company issues such Notes. The Company has also agreed to reimburse the
Agents for certain of their expenses.
The Company may also sell the Notes to any Agent, as principal, at a
discount for resale to one or more investors and other purchasers at varying
prices related to prevailing market prices at the time of resale, as
determined by such Agent, or, if so agreed, on a fixed public offering price
basis. The Company reserves the right to sell Notes directly on its own
behalf in those jurisdictions where it is authorized to do so. No commission
will be payable on any sales made directly by the Company.
In addition, each Agent may offer the Notes it has purchased as
principal, to or through dealers and, unless otherwise specified in the
applicable Pricing Supplement, such dealers may receive compensation in the
form of discounts, concessions or commissions from such Agent not in excess
of the discount or commission received by the Agent from the Company.
Unless otherwise indicated in the applicable Pricing Supplement, any
Note sold to an Agent as principal will be purchased by such Agent at a price
equal to 100% of the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical maturity, and
may be resold by the Agent to investors and other purchasers as described
above. After the initial public offering of Notes to be resold to investors
and other purchasers, the public offering price (in the case of Notes to be
sold at a fixed public offering price), the concession and the discount may
be changed. The applicable Pricing Supplement may set forth further
information with respect to distribution of the Notes.
S-25
<PAGE>
The Company will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of Notes. Each Agent will have the
right, in its sole discretion, to reject any offer received by it. Payment of
the purchase price of Notes will be required to be made in immediately
available funds.
Each Agent may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). The Company
has agreed to indemnify the Agents against certain liabilities, including
liabilities under the Securities Act or to contribute to payments the Agents
may be required to make in respect thereof. The Company has agreed to
reimburse the Agents for certain expenses.
The Notes are a new issue of securities with no established trading
market. The Agents have informed the Company that they intend to make a
market in the Notes, but are under no obligation to do so and such market
making may be discontinued at any time. No assurance can be given as to the
liquidity of a trading market for the Notes.
Concurrently with the offering of Notes described herein, the Company
may issue other Debt Securities described in the accompanying Prospectus
pursuant to the Indenture, and the amount of Notes offered hereby may be
subject to reduction as a result of such sales.
In connection with the offering of Notes purchased by the Agents as
principal on a fixed price basis, the Agents are permitted to engage in
certain transactions that stabilize the price of the Notes. Such transactions
may consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Notes. If the Agents create a short position in
the Notes in connection with the offering (i.e., if they sell Notes in an
aggregate principal amount exceeding that set forth in the applicable Pricing
Supplement), then the Agents may reduce that short position by purchasing
Notes in the open market. Any of these activities may stabilize or maintain
the market price of the Notes above independent market levels. The Agents are
not required to engage in these activities, and they may end any of these
activities at any time.
S-26
<PAGE>
[Red Herring]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION AND AMENDMENT
PROSPECTUS
CHRYSLER FINANCIAL COMPANY L.L.C.
By this prospectus, we may offer
up to approximately $8,450,250,600 of:
DEBT SECURITIES
and
WARRANTS TO PURCHASE DEBT SECURITIES
We will provide specific terms of such debt securities and warrants to
purchase debt securities (in general, the "securities") in supplements to
this prospectus. For information on the general terms of these securities,
see "Description of Debt Securities" or "Description of Warrants". You should
read this prospectus and the supplements carefully before you invest.
-------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
These securities have not been approved or disapproved by the
Commissioner of Insurance for the State of North Carolina, nor has the
Commissioner of Insurance ruled upon the accuracy or the adequacy of this
prospectus or any prospectus supplement.
-------------------------------------
The date of this Prospectus is October 26, 1998.
<PAGE>
ADDITIONAL INFORMATION -- INCORPORATION BY REFERENCE
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Effective October 25, 1998,
Chrysler Financial Corporation ("CFC") merged with the Company (the
"Merger"), with the Company being the surviving entity. Prior to the Merger,
CFC was subject to the informational requirements of the Securities Exchange
Act. Reports and other information filed by the Company (and, prior to the
Merger, by CFC) with the SEC can be inspected at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. To obtain information
on the operation of the Public Reference Room, you may call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from the SEC's web site
(http://www.sec.gov). In addition, you, or any beneficial owner of the
securities that you purchase, may request copies of any or all of the
information incorporated by reference into this prospectus. Such copies will
be provided at no cost to the requester. Address your request, in writing or
by phone, to: Office of the Secretary, Chrysler Financial Company L.L.C.,
27777 Franklin Road, Southfield, Michigan 48034. Telephone: (248) 948-3062.
The following documents, previously filed with the SEC by CFC in
compliance with the Securities Exchange Act are "incorporated by reference"
in this prospectus:
* CFC's Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
* CFC's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
* CFC's Current Reports on Form 8-K dated February 17, 1998, March 24,
1998 May 12, 1998, May 21, 1998, July 22, 1998, September 2, 1998 and
September 25, 1998; and
* All other documents CFC has filed pursuant to Sections 13(a), 13(c), 14
or 15 (d) of the Securities Exchange Act since December 31, 1997.
We are also incorporating by reference into this prospectus all
documents that we have filed or will file with the SEC as prescribed by
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act since
September 30, 1998 and prior to the termination of the sale of the securities
offered by this prospectus.
This means that important information about the Company and Chrysler
Corporation appears or will appear in these documents and will be regarded as
appearing in this prospectus also. To the extent that information appearing
in a document filed later is inconsistent with prior information, the later
statement will control.
We have filed a registration statement on Form S-3 with the SEC
covering the securities described in this prospectus. For further information
with respect to us and those securities, you should refer to our registration
statement and its exhibits. In this prospectus, we have summarized certain
key provisions of contracts and other documents. We have filed or
incorporated by reference copies of these documents as exhibits to our
registration statement. Because a summary may not contain all the information
that is important to you, you should review the full text of the documents so
included with our registration statement.
You should only rely on the information contained or incorporated by
reference in this prospectus, any prospectus supplement or any pricing
supplement. We have not authorized anyone to provide you with any other
information. You should not assume that the information in this prospectus,
any accompanying prospectus supplement or any document incorporated by
reference is accurate as of any date other than the date on the front of
those documents.
2
<PAGE>
CHRYSLER FINANCIAL COMPANY L.L.C.
General
The Company is a financial services organization that principally
provides consumer and dealer automotive financing. The Company provides
retail and lease financing for vehicles, dealer inventory and other financing
needs, dealer property and casualty insurance, and dealership facility
development and management, primarily for Chrysler Corporation dealers and
their customers. All of the Company's membership interests are owned by
Chrysler Corporation, a Delaware corporation (together with its subsidiaries,
"Chrysler"). The Company's primary objective is to provide financing for
automotive dealers and retail purchasers of Chrysler's products. The Company
sells significant amounts of automotive receivables acquired in transactions
subject to limited credit risk. The Company remains as servicer of such
receivables for which it is paid a servicing fee. At September 30, 1998, the
Company had approximately 3,400 employees and its portfolio of receivables and
leases managed, which includes receivables and leases owned and serviced for
others, totaled $46.8 billion. On October 25, 1998, CFC merged with and into
the Company, with the Company being the surviving entity. The purpose of the
Merger was to change the form of organization of CFC from a corporation into
a limited liability company. Prior to the Merger, the Company had no
operations and had nominal assets and liabilities. In connection with the
Merger, the Company succeeded by operation of law to all of the assets and
liabilities of CFC. Unless the context otherwise requires, for the period
prior to October 25, 1998 the term "Company" as used herein shall mean CFC and
after the Merger shall mean Chrysler Financial Company L.L.C., as successor
to CFC. The Company's executive offices are located at 27777 Franklin Road,
Southfield, Michigan 48034; telephone (248) 948-3058.
This Prospectus contains brief summaries of certain more detailed
information contained in documents incorporated herein by reference. Such
summaries are qualified in their entirety by the more detailed information
contained in the incorporated documents.
Company Operations
The Company's portfolio of finance receivables and leases managed
includes receivables owned and receivables and leases serviced for others.
Receivables and leases serviced for others includes securitized automotive
receivables and retail leases. At September 30, 1998, receivables and leases
serviced for others accounted for 65 percent of the Company's portfolio of
receivables and leases managed. Total finance receivables and leases managed
at September 30, 1998 and 1997 and at the end of each of the five most recent
years were as follows (in millions of dollars):
<TABLE>
<CAPTION>
September 30, December 31,
-------------- -------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive ..................... $43,956 $38,405 $39,276 $37,993 $36,222 $30,092 $25,011
Nonautomotive .................. 2,799 2,674 2,715 2,204 2,391 2,775 3,251
------- ------- ------- ------- ------- ------- -------
Total financing ................ $46,755 $41,079 $41,991 $40,197 $38,613 $32,867 $28,262
======= ======= ======= ======= ======= ======= =======
</TABLE>
Automotive Financing. The Company conducts its automotive finance
business through Chrysler Financial Company L.L.C. (formerly Chrysler
Financial Corporation) in the United States and Chrysler Credit Canada Ltd.
in Canada. The Company is the major source of car and truck wholesale
financing and retail financing for Chrysler vehicles throughout North
America. The Company also offers dealers working capital loans, real estate
and equipment financing and financing plans for fleet buyers. The automotive
financing operations of the Company are conducted through 29 zone offices in
the United States and Canada. The Company also provides automotive financial
products and services in Europe and Asia.
During the first nine months of 1998, the Company financed or leased
approximately 738,000 vehicles at retail in the United States, including
approximately 563,000 new Chrysler cars and trucks, representing 30 percent of
Chrysler's U.S. retail and fleet deliveries. During the first nine months of
1998, the Company financed approximately 2,030,000 vehicles at wholesale in
the United States, including approximately 1,338,000 new Chrysler cars and
trucks, representing 69 percent of Chrysler's U.S. factory shipments.
3
<PAGE>
During 1997, the Company financed or leased approximately 870,000
vehicles at retail in the United States, including approximately 611,000 new
Chrysler cars and trucks, representing 27 percent of Chrysler's U.S. retail
and fleet deliveries. During 1997, the Company financed approximately
2,603,000 vehicles at wholesale in the United States, including approximately
1,625,000 new Chrysler cars and trucks, representing 70 percent of Chrysler's
U.S. factory shipments.
Nonautomotive Financing. The Company conducts its nonautomotive finance
business through its subsidiary, Chrysler Capital Corporation. At September
30, 1998, the nonautomotive receivables managed throughout the United States
consisted primarily of $2.7 billion of leveraged leases, as compared to $2.6
billion at December 31, 1997.
RISK FACTORS
Your investment in the securities will involve certain credit risks.
You should carefully consider the following discussion of risks before
deciding whether an investment in the securities is suitable for you.
Liquidity and Capital Resources.
We have significant liquidity requirements. If cash from operations,
bank borrowings, receivable sales, and the placement of term debt does not
provide the necessary liquidity, we would be required to restrict the
financing of Chrysler products and dealers. A significant reduction in such
financing support would have a material adverse effect on us and Chrysler.
Additionally, our inability to sell or securitize our receivables and a
variety of other factors could affect our ability to repay our debt at
maturity. See, "Chrysler Financial Corporation Selected Consolidated
Financial Data -- Liquidity and Capital Resources."
Relationship with Chrysler.
Our business is dependent upon Chrysler. Lower levels of production and
sales of Chrysler automotive products would result in a reduction of our level
of finance operations. The production and sale of Chrysler's automotive
products will depend significantly on Chrysler's ability to continue its
capital expenditure and vehicle development programs and to market its
vehicles successfully. See "Information Concerning Chrysler Corporation."
On May 7, 1998, Chrysler, Daimler-Benz Aktiengesellschaft ("Daimler") and
DaimlerChrysler Aktiengesellschaft ("DaimlerChrysler") entered into a
Business Combination Agreement (the "Business Combination Agreement")
providing for a series of transactions which will result in Chrysler becoming
a wholly owned subsidiary of DaimlerChrysler and Daimler merging with and
into DaimlerChrysler. Consummation of the transactions contemplated by the
Business Combination Agreement is subject to the receipt of certain
regulatory approvals and the satisfaction or waiver of various other
conditions and there can be no assurance that such transactions will be
consummated. In addition, the integration of two large companies,
incorporated in different countries, with geographically dispersed
operations, and with different business cultures and compensation structures,
present significant management challenges and there can be no assurance, if
the transactions are consummated, that this integration will be successfully
achieved.
CHRYSLER FINANCIAL COMPANY L.L.C.
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected financial data as of and for the nine-month
periods ended September 30, 1998 and 1997 are derived from the unaudited
consolidated financial statements of the Company and its subsidiaries
incorporated herein by reference, and reflect all adjustments, consisting of
only normal recurring items, which are, in the opinion of management,
necessary to present a fair statement of the results for such periods.
Results for the nine-month period ended September 30, 1998 are not
necessarily indicative of results to be expected for the entire year. The
following selected financial data of the Company for each of the last five
years ended December 31, 1997 have been derived from the audited consolidated
financial statements of the Company. The consolidated financial statements as
of December 31, 1997 and 1996 and for each of the last three years in the
period ended December 31, 1997 and the report of Deloitte & Touche LLP
thereon are incorporated herein by reference. The following selected
4
<PAGE>
consolidated financial data should be read in conjunction with such
consolidated financial statements, related notes and other financial
information incorporated herein by reference (in millions of dollars).
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
--------------- --------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Statement Data:(1)
Total finance revenue ............................... $ 1,442 $ 1,212 $ 1,648 $ 1,663 $ 1,621 $ 1,366 $ 1,417
Interest expense .................................... 724 609 816 797 910 754 791
Depreciation on vehicles leased ..................... 278 113 169 92 46 11 --
Net margin .......................................... 440 490 663 774 665 601 626
Other revenues ...................................... 815 729 1,006 818 818 629 622
Operating and other expenses ........................ 393 391 501 523 508 603 463
Provision for credit losses ......................... 281 297 443 387 342 203 216
Earnings before income taxes and cumulative
effect of changes in accounting principles ........ 518 465 637 586 522 315 267
Net earnings(2) ..................................... 344 307 419 376 339 195 129
<CAPTION>
September 30, December 31,
--------------- --------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
Balance Sheet Data:(1) (unaudited)
Finance receivables -- net .......................... $ 13,123 $10,995 $10,926 $11,158 $12,644 $12,423 $ 9,626
Retained interests in sold receivables -- net ....... 2,928 3,961 3,111 3,153 2,733 2,251 2,620
Cash and cash equivalents ........................... 660 287 380 230 476 174 265
Marketable securities ............................... 454 413 408 472 674 583 348
Loans and other amounts due from
affiliated companies............................... 1,405 1,187 1,705 859 -- 66 --
Repossessed collateral .............................. 39 100 76 146 194 162 269
Dealership properties leased -- net ................. 261 295 281 319 363 407 423
Vehicles leased -- net .............................. 3,117 1,386 1,736 614 397 130 --
Other assets ........................................ 738 650 698 582 354 452 700
-------- ------- ------- ------- ------- ------- -------
Total assets .................................... $ 22,725 $19,274 $19,321 $17,533 $17,835 $16,648 $14,251
======== ======= ======= ======= ======= ======= =======
Short-term notes (primarily commercial paper) ....... $ 2,833 $ 2,297 $ 2,970 $ 2,616 $ 2,435 $ 4,315 $ 2,772
Bank borrowings ..................................... 431 130 217 90 -- -- --
Senior term debt .................................... 12,077 9,882 9,324 8,435 9,234 6,069 5,139
Subordinated term debt .............................. -- -- -- -- -- 27 77
Other debt .......................................... 115 275 207 104 100 260 447
Accounts payable, accrued expenses and other ........ 2,004 1,612 1,474 1,372 1,236 1,155 1,147
Amounts due to affiliated companies ................. -- -- -- -- 29 -- 24
Deferred income taxes ............................... 1,975 1,774 1,832 1,628 1,499 1,549 1,514
-------- ------- ------- ------- ------- ------- -------
Total liabilities ............................... 19,435 15,970 16,024 14,245 14,533 13,375 11,120
Shareholder's investment(3):
Common(4) ......................................... 3,290 3,304 3,297 3,288 3,302 3,273 3,131
-------- ------- ------- ------- ------- ------- -------
Total liabilities and shareholder's investment .. $ 22,725 $19,274 $19,321 $17,533 $17,835 $16,648 $14,251
======== ======= ======= ======= ======= ======= =======
<FN>
- ---------
(1) Prior periods reclassified to conform to current classifications.
(2) Net earnings for 1993 included a $30 million after-tax charge from the
adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions"
and SFAS No. 112, "Employers' Accounting for Postemployment Benefits."
(3) On a pro forma basis and after giving effect to the Merger as if it had
taken place on September 30, 1998, the Company's Shareholder's
Investment/Member Interest is as follows:
<CAPTION>
Shareholder's Investment/Member Interest:
Pro Forma
CFC as Pro Forma Company after
reported Adjustments Merger
-------- ----------- -------------
<S> <C> <C> <C>
Member Interest ..................................... $ -- $ 3,290 $3,290
Common Stock -- par value $100 per share Authorized,
issued and outstanding 250,000 shares ............. 25 (25) --
Additional paid-in capital .......................... 1,168 (1,168) --
Retained Earnings ................................... 2,097 (2,097) --
------ ------- ------
Total ......................................... $3,290 $ -- $3,290
====== ======= ======
(4) The Company paid dividends to Chrysler Corporation totaling $346 million
and $300 million during the first nine months of 1998 and 1997,
respectively. The Company paid dividends totalling $415 million, $382
million, $335 million and $40 million for the years ended December 31,
1997, 1996, 1995, and 1994, respectively. The Company declared no cash
dividends in respect of its common stock during 1993.
</TABLE>
5
<PAGE>
Financial Review
The Company's net earnings were $344 million for the nine months ended
September 30, 1998, and $307 million for the nine months ended September 30,
1997. The increase in net earnings primarily reflects higher gains and
servicing fees from sales of receivables, a decrease in provision for credit
losses, and gains from sales of certain nonautomotive assets. Net earnings
for the first nine months of 1997 reflect a one-time benefit from the
adoption of Statement of Financial Accounting Standards No. 125.
The Company had net earnings of $419 million in 1997 compared to $376
million and $339 million in 1996 and 1995, respectively. The increase in net
earnings for the year ended December 31, 1997 reflects an increase in gains
and servicing fees from sales of receivables, higher levels of vehicles
leased, and lower operating expenses, partially offset by higher credit loss
provisions.
Total assets at September 30, 1998 were $22.7 billion compared to $19.3
billion at December 31, 1997 and $19.3 billion at September 30, 1997. The
increase in total assets is primarily attributable to the higher volume of
finance receivables and vehicles leased.
Total assets at December 31, 1997 totaled $19.3 billion compared to
$17.5 billion at December 31, 1996. The increase in total assets is primarily
attributable to the higher balance of vehicles leased and an increase in
loans and other amounts due from affiliated companies.
Total debt outstanding was $15.5 billion at September 30, 1998, $12.7
billion at December 31, 1997 and $12.6 billion at September 30, 1997. The
increase in total debt is attributable to the need to fund higher levels of
automotive volume. The Company's debt-to-equity ratio was 4.7 to 1 at
September 30, 1998, 3.9 to 1 at December 31, 1997 and 3.8 to 1 at September
30, 1997.
Total debt outstanding at December 31, 1997 was $12.7 billion compared
to $11.2 billion at December 31, 1996. The increase in total debt is
attributable to the need to fund higher automotive volume. The Company's
debt-to-equity ratio was 3.9 to 1 at December 31, 1997, compared to 3.4 to 1
at December 31, 1996.
The Company's portfolio of receivables and leases managed, which
includes receivables owned and receivables serviced for others, totaled $46.8
billion at September 30, 1998, $42.0 billion at December 31, 1997 and $41.1
billion at September 30, 1997. Receivables and leases serviced for others
totaled $30.3 billion at September 30, 1998, $29.1 billion at December 31,
1997, and $28.5 billion at September 30, 1997.
The Company's portfolio of receivables and leases managed totaled $42.0
billion at December 31, 1997, as compared to $40.2 billion at December 31,
1996. The increase in receivables and leases managed during the last two
years reflects higher automotive volume. Receivables and leases serviced for
others totaled $29.1 billion at December 31, 1997 compared to $28.2 billion
at December 31, 1996.
The Company's allowance for credit losses totaled $564 million, $559
million and $546 million at September 30, 1998, December 31, 1997, and
September 30, 1997, respectively. The allowance for credit losses as a
percentage of related finance receivables outstanding was 1.47 percent at
September 30, 1998, 1.60 percent at December 31, 1997, and 1.58 percent at
September 30, 1997.
The Company's allowance for credit losses totaled $559 million, $526
million, and $578 million at December 31, 1997, 1996, and 1995, respectively.
The allowance for credit losses as a percentage of related finance
receivables outstanding was 1.60 percent at December 31, 1997, 1.52 percent
at December 31, 1996 and 1.69 percent at December 31, 1995. The increase in
allowance for credit losses as a percentage of related finance receivables
outstanding is primarily attributable to higher credit loss provisions during
1997.
6
<PAGE>
Net credit loss experience, including net losses on receivables sold
subject to limited credit risk, for the nine-month periods ended September
30, 1998 and September 30, 1997 and for the years ended December 31, 1997,
1996 and 1995 was as follows (dollars in millions):
<TABLE>
<CAPTION>
Net Credit Losses -- Finance Receivables
--------------------------------------------
Nine Months Ended
September 30, Year Ended December 31,
----------------- -----------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Automotive ................... $259 $268 $393 $358 $229
Nonautomotive ................ 5 7 14 35 23
---- ---- ---- ---- ----
Total .................... $264 $275 $407 $393 $252
==== ==== ==== ==== ====
<CAPTION>
Net Credit Losses --
Finance Receivables
to Average Gross
Finance Receivables Outstanding
---------------------------------
September 30, December 31,
------------- ------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Automotive ................... .95% 1.03% 1.13% 1.06% .70%
Nonautomotive ................ .15% .27% .38% 1.06% .69%
Total .................... .87% .96% 1.06% 1.06% .70%
</TABLE>
Liquidity and Capital Resources
Receivable sales continued to be a significant source of funding in the
first nine months of 1998 as the Company realized $7.8 billion of net
proceeds from the sale of automotive retail receivables, compared to $6.1
billion of net proceeds in the same period of 1997. Securitization of
revolving wholesale account balances provided funding which aggregated $4.8
billion and $7.0 billion at September 30, 1998 and 1997, respectively.
Receivables sales continued to be a significant source of funding
during 1997, as the Company realized $9.0 billion of net proceeds from the
sales of automotive retail receivables, compared to $8.1 billion of net
proceeds in 1996. Securitization of revolving wholesale account balances
provided funding which aggregated $6.1 billion and $6.8 billion at December
31, 1997 and 1996, respectively.
Term debt, commercial paper and receivable sales represent the
Company's primary funding sources. During 1997, as the Company issued $4.0
billion of term debt (primarily medium term notes), repaid $3.1 billion of
term debt and increased its commercial paper outstanding by $0.4 billion.
At September 30, 1998, the Company had contractual debt maturities of
$4.1 billion during the remainder of 1998 (including $2.8 billion of
short-term notes), $3.4 billion in 1999, $3.6 billion in 2000, $2.1 billion
in 2001, $0.8 billion in 2002, and $1.5 billion thereafter. The Company
expects that 1998 debt maturities will be funded from continued access to
term debt markets, issuances of commercial paper, receivables sales and
operating cash flows. At September 30, 1998, the Company had approximately
$3.0 billion in eligible wholesale receivables held by securitization trusts.
The Company's revolving credit facilities, which total $8.0 billion,
consist of a $2.0 billion facility expiring in April, 1999 and a $6.0 billion
facility expiring in April, 2002. These facilities include $1.0 billion
allocated to Chrysler Credit Canada Ltd. As of September 30, 1998, no amounts
were outstanding under these facilities.
The Company paid dividends to Chrysler totaling $346 million during the
first nine months of 1998, compared to $300 million for the comparable period
of 1997. The Company paid $415 million and $382 million in dividends to
Chrysler during 1997 and 1996, respectively.
For additional information regarding the results of operations and
financial condition of the Company, see the Company's Annual Report on Form
10-K for the year ended December 31, 1997, and the Company's Quarterly Report
of Form 10-Q for the quarter ended September 30, 1998, which are incorporated
by reference into this Prospectus.
7
<PAGE>
Year 2000 Date Conversion
The Company has conducted an evaluation of the actions necessary to
ensure that its business critical computer systems will function without
disruption with respect to the application of dating systems in the Year
2000. As a result of this evaluation, the Company is engaged in the process
of upgrading, replacing and testing certain of its information and other
computer systems. The Company's remedial actions are scheduled to be
completed during the third quarter of 1999 and, based upon information
currently available, the Company does not anticipate that the costs of its
remedial actions will be material to the consolidated results of operations
and financial position and are being expensed as incurred. However, there
can be no assurance that the remedial actions being implemented by the
Company will be completed in time to avoid dating systems problems or that
the cost will not be material. If the Company is unable to complete its
remedial actions in the planned timeframe, contingency plans will be
developed to address those business critical systems that may not be Year
2000 compliant.
In addition, disruptions with respect to computer systems of vendors or
customers, which are outside the control of the Company, could impair the
ability of the Company to obtain necessary services or to provide services to
its customers. Disruptions of the Company's computer systems, or the
computer systems of the Company's vendors or customers, as well as the cost
of avoiding such disruption, could have a material adverse effect upon the
financial condition and results of operations. The Company has a process in
place to assess the Year 2000 readiness of its business critical vendors and
customers. The Company believes that the most likely worst case scenario is
that a small number of vendors will be unable to supply service for a short
time after January 1, 2000. As part of the assessment process, the Company
will develop contingency plans for those business critical vendors who are
either unable or unwilling to develop remediation plans to become Year 2000
compliant. Although these plans have yet to be developed, the Company expects
that these plans will include selective resourcing of services to Year 2000
compliant vendors. The Company expects that vendors in this category will
represent an insignificant part of its total service base. It is expected
that these plans will be in place by the third quarter of 1999.
New Accounting Standards
In February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This Statement revises
employers' disclosures about pension and other postretirement benefit plans.
It does not change the measurement or recognition of those plans. This
Statement standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan
assets that will facilitate financial analysis, and eliminates certain
disclosures. Restatement of disclosures for earlier periods is required. This
Statement is effective for the Company's financial statements for the year
ended December 31, 1998.
8
<PAGE>
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement requires companies to
record derivatives on the balance sheet as assets and liabilities, measured
at fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. This Statement is not expected to
have a material impact on the Company's financial statements. This Statement
is effective for fiscal years beginning after June 15, 1999, with earlier
adoption encouraged. The Company will adopt this accounting standard as
required by January 1, 2000.
In the second quarter of 1998, the Company adopted Statement on Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," effective January 1, 1998. This SOP provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. This SOP requires that entities capitalize certain
internal-use software costs once certain criteria are met. Historically, the
Company generally expensed the costs of developing or obtaining internal-use
software as incurred. Adoption of the standard did not have a material effect
on the Company's consolidated financial statements.
9
<PAGE>
INFORMATION CONCERNING CHRYSLER CORPORATION
On May 7, 1998, the Company's parent, Chrysler, Daimler and
DaimlerChrysler entered into a Business Combination Agreement providing
for (i) the merger of a newly created Delaware corporation with and into
Chrysler (the "Chrysler Merger"); (ii) an offer by DaimlerChrysler to
exchange DaimlerChrysler ordinary shares for Daimler ordinary shares; and
(iii) the merger of Daimler with and into DaimlerChrysler. In the Chrysler
Merger, each share of outstanding Chrysler common stock will be converted
into the right to receive DaimlerChrysler shares. As a result of these
transactions, DaimlerChrysler will be owned by the former shareholders of
Chrysler and Daimler, and Chrysler will be a wholly owned subsidiary of
DaimlerChrysler. Both Chrysler's and Daimler's shareholders voted to approve
the proposed Business Combination at separate Special Shareholders' Meetings
held on September 18, 1998. The initial period for the exchange of Daimler
shares for DaimlerChrysler shares occurs from September 24, 1998 through
October 23, 1998.
The Company's results of operations depend significantly upon the
results of operations of Chrysler. Chrysler is subject to the informational
requirements of the Securities Exchange Act, and in accordance therewith
files reports and other information with the SEC. Such reports and other
information can be inspected and copied at the public reference facilities of
the SEC referred to above under "Available Information -- Incorporation by
Reference."
The results of operations and balance sheet data set forth below for
Chrysler reflect the full consolidation of the accounts of all significant
majority-owned subsidiaries and entities over which Chrysler has a
controlling financial interest. Information as of, and for the nine-month
periods ended, September 30, 1998 and 1997, has been derived from Chrysler's
unaudited consolidated financial statements. For each of the last three years
ended December 31, 1997, such information has been derived from the audited
consolidated financial statements of Chrysler (in millions of dollars).
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
----------------- ---------------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Results of Operations Data
Sales of manufactured products ...................... $45,805 $40,650 $56,986 $57,587 $49,601
Finance and insurance revenues ...................... 1,517 1,204 1,636 1,746 1,589
Other revenues ...................................... 1,436 1,826 2,525 2,064 2,005
------- ------- ------- ------- -------
Total Revenues ...................................... 48,758 43,680 61,147 61,397 53,195
------- ------- ------- ------- -------
Total Expenses ...................................... 44,405 40,439 56,590 55,305 49,746
------- ------- ------- ------- -------
Earnings Before Income Taxes, Extraordinary Item and
Cumulative Effect of a Change in Accounting
Principle ......................................... 4,353 3,241 4,557 6,092 3,449
Provision for income taxes .......................... 1,616 1,288 1,752 2,372 1,328
------- ------- ------- ------- -------
Earnings Before Extraordinary Item and Cumulative
Effect of a Change in Accounting Principle ........ 2,737 1,953 2,805 3,720 2,121
Extraordinary item -- Loss on early extinguishment of
debt, net of taxes ................................ -- -- -- (191) --
Cumulative effect of a change in accounting principle -- -- -- -- (96)
------- ------- ------- ------- -------
Net Earnings ........................................ $ 2,737 $ 1,953 $ 2,805 $ 3,529 $ 2,025
Preferred stock dividends ........................... -- -- 1 3 21
------- ------- ------- ------- -------
Net Earnings on Common Stock ........................ $ 2,737 $ 1,953 $ 2,804 $ 3,526 $ 2,004
======= ======= ======= ======= =======
<CAPTION>
September 30, December 31,
----------------- ---------------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance Sheet Data
Cash, cash equivalents and marketable securities .... $10,628 $ 7,599 $ 7,848 $ 7,752 $ 8,125
Total assets ........................................ 67,736 60,119 60,418 56,184 53,756
Total debt .......................................... 18,133 15,934 15,485 13,396 14,193
Shareholders' equity ................................ 13,202 11,267 11,362 11,571 10,959
</TABLE>
10
<PAGE>
Results of Operations
For the first nine months of 1998, Chrysler reported earnings before
income taxes of $4.4 billion, compared with $3.2 billion for the first
nine months of 1997. Net earnings for the first nine months of 1998 were
$2.7 billion, or $4.23 per common share, compared with $2.0 billion, or
$2.86 per common share for the first nine months of 1997. Chrysler reported
earnings before income taxes, extraordinary item and the cumulative effect
of a charge in accounting principle of $4.6 billion in 1997, compared with
$6.1 billion in 1996. Net earnings for 1997 were $2.8 billion, or $4.15
per common share, compared with $3.5 billion, or $4.83 per common share, in
1996.
The increase in earnings for the first nine months of 1998 compared with
the first nine months of 1997 primarily reflect an increase in vehicle
shipments and decreased warranty costs, partially offset by an increase in
average sales incentives and depreciation and special tools amortization.
Vehicle shipments for the first nine months of 1997 were negatively impacted
by the 29-day strike at an engine plant in Detroit, Michigan. The decrease in
warranty costs was primarily related to several voluntary customer service
actions and recalls which occurred in 1997. The increase in average sales
incentives was attributable to an increasingly competitive automotive market
environment. Earnings for the first nine months of 1997 also included a
$41 million charge ($25 million after taxes) for costs related to
discontinuing Chrysler's Eagle brand at the end of the 1998 model year.
Earnings decreased for calendar-year 1997 as compared with
calendar-year 1996 primarily as a result of an increase in average sales
incentives per vehicle, a decrease in vehicle shipments and an increase in
warranty costs, partially offset by lower profit-based employee compensation
costs. The increase in average sales incentives per vehicle reflects an
increasingly competitive automotive environment in 1997 resulting primarily
from new product offerings from competitors and greater flexibility in
vehicle pricing by Japanese manufacturers who have benefitted from currency
exchange rate changes between the Japanese yen and U.S. dollar. The decrease
in shipments for calendar-year 1997 was primarily due to the changeover to
Chrysler's all-new Dodge Intrepid and Chrysler Concorde sedans and the
unfavorable impact of a 29-day strike. The increase in warranty costs was
primarily related to customer service and recall actions, partially offset by
lower average warranty costs on 1997 and 1998 model-year vehicles.
Earnings before income taxes, extraordinary item and the cumulative
effect of a change in accounting principle for 1997 reflected the unfavorable
impact of a 29-day strike which reduced earnings by an estimated $590 million
($364 million after taxes) after considering partial recovery of production
losses from the strike, and a $41 million charge ($25 million after taxes)
for costs related to the decision to discontinue Chrysler's Eagle brand at
the end of the 1998 model year. The effect of these unfavorable items was
partially offset by the recognition of $97 million ($60 million after taxes)
of previously deferred profits from the sale of vehicles from Chrysler to
Dollar Thrifty Automotive Group, Inc. ("DTAG", formerly Pentastar
Transportation Group, Inc.) as a result of the December 1997 initial public
offering ("IPO") of Chrysler's common stock interest in DTAG.
Earnings before income taxes, extraordinary item and the cumulative
effect of a change in accounting principle for 1996 included a charge of $97
million ($61 million after taxes) for costs associated with a voluntary early
retirement program for certain salaried employees, a charge of $77 million
($51 million after taxes) related to a write-down of Pentastar Electronics,
Inc. ("PEI"), a charge of $65 million ($100 million after taxes) related to a
write-down of Thrifty Rent-A-Car System, Inc. ("Thrifty"), a charge of $50
million ($31 million after taxes) for lump-sum retiree pension costs related
to the 1996 UAW collective bargaining agreement, and a gain of $101 million
($87 million after taxes) from the sale of Electrospace Systems, Inc. ("ESI")
and Chrysler Technologies Airborne Systems, Inc. ("CTAS"). In addition, in
1996, Chrysler extinguished $550 million, or 50 percent, of the outstanding
principal amount of its Auburn Hills Trust Guaranteed Exchangeable
Certificates Due 2020 (the "Certificates") at a cost of $859 million. The
extinguishment of the Certificates resulted in an extraordinary after-tax
loss of $191 million (net of income tax benefit of $118 million).
11
<PAGE>
Chrysler's worldwide vehicle shipments in the first nine months of 1998
were 2,348,252, an increase of 223,204 units, or 11 percent, compared with the
first nine months of 1997. The increase in worldwide shipments for the first
nine months of 1998, as compared to the first nine months of 1997, primarily
reflects increased shipments of Chrysler's Dodge Durango and Dodge Ram pickup
trucks as well as a general increase in passenger cars, partially offset by
decreased shipments of Jeep Grand Cherokees. Decreased shipments of Jeep
Grand Cherokees resulted from the changeover to the all-new Jeep Grand
Cherokee which began in the second quarter of 1998 and was substantially
completed in the third quarter of 1998. Shipments for the first nine months
of 1997 also reflect the unfavorable impact of a 29-day strike during the
second quarter of 1997. Chrysler's worldwide vehicle shipments in 1997 were
2,886,981 units, a decrease of 71,819 units or 2 percent compared with 1996
levels. Chrysler's vehicle shipments outside the U.S., Canada and Mexico
("North America") in the first nine months of 1998 were 145,919, a decrease
of 33,379 units, or 19 percent, compared with the first nine months of 1997.
The decrease in shipments outside of North America was primarily caused by
continued economic difficulties in Asian markets. Chrysler's vehicle
shipments outside of North America in 1997 were 237,439 units, an increase of
13,782 units or 6 percent compared with 1996 levels.
Chrysler's revenues and results of operations are principally derived
from the U.S. and Canada automotive marketplaces. In the first nine months of
1998, retail industry sales (including fleet) of new cars and trucks in the
U.S. and Canada, on a Seasonally Adjusted Annual Rate basis, were 17.1
million units, compared with 16.9 million units for the first nine months of
1997. Retail industry sales (including fleet) of new cars and trucks in the
U.S. and Canada were 16.9 million units in 1997, compared with 16.6 million
units in 1996, an increase of 2 percent.
Chrysler's U.S. and combined U.S. and Canada retail sales and market
share data for the first nine months of 1998 and 1997 and for years 1997 and
1996 were as follows:
<TABLE>
<CAPTION>
Nine Months Year
--------------------------------- ---------------------------------
Increase/
1998 1997 Decrease 1997 1996 Decrease
---- ---- --------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
U.S. Retail Market(1):
Car sales ................................ 569,948 583,325 (13,377) 736,530 832,633 (96,103)
Car market share ......................... 9.2% 9.1% 0.1% 8.9% 9.7% (0.8)%
Truck sales (including minivans) ......... 1,318,547 1,162,007 156,540 1,567,258 1,618,193 (50,935)
Truck market share ....................... 22.7% 21.5% 1.2% 21.7% 23.4% (1.7)%
Combined car and truck sales ............. 1,888,495 1,745,332 143,163 2,303,788 2,450,826 (147,038)
Combined car and truck market share ...... 15.7% 14.8% 0.9% 14.9% 15.9% (1.0)%
U.S. and Canada Retail Market(1):
Combined car and truck sales ............. 2,095,853 1,936,843 159,010 2,559,950 2,690,340 (130,390)
Combined car and truck market share ...... 16.0% 15.1% 0.9% 15.1% 16.1% (1.0)%
<FN>
- ----------------
(1) All retail sales and market share data include fleet sales.
</TABLE>
Chrysler's U.S. truck market share for the first nine months of 1998
increased compared with the first nine months of 1997 primarily as a result
of increased sales of its Dodge Durango, partially offset by the negative
impact of the changeover to the all new Jeep Grand Cherokee which began in the
second quarter of 1998 and was substantially completed in the third quarter of
1998. The decrease in Chrysler's 1997 U.S. car market share was primarily due
to the changeover to Chrysler's all-new Intrepid and Concorde sedans and
decreased sales of Neons. The decrease in Chrysler's 1997 U.S. truck market
share was primarily due to decreased sales of its Dodge Ram Pickup trucks and
Jeep Grand Cherokees, which primarily reflects the effect of a 29-day strike
in the second quarter of 1997.
12
<PAGE>
For the past several years, Chrysler has benefitted from the following
factors: (1) favorable economic conditions in the U.S. and Canada, where
Chrysler's sales are concentrated, and (2) a continuing shift in U.S. and
Canada consumer preferences toward trucks, as Chrysler manufactures a higher
proportion of trucks to total vehicles than its principal competitors in the
U.S. and Canada. A significant deterioration in either of these factors could
adversely affect Chrysler's consolidated operating results. Further, Chrysler
has benefitted from a strategy of focusing resources on its core automotive
business and an aggressive capital expenditure and vehicle development
program that has resulted in the replacement of substantially all of its car
and truck offerings over the last five years. Chrysler's long-term
profitability will depend significantly on its ability to continue its
capital expenditure and vehicle development programs and to market its
vehicles successfully in an increasingly competitive automotive environment.
During December 1997, Chrysler completed an IPO of its common stock
interest in DTAG for net proceeds of $387 million. The IPO of the common
stock interest resulted in a pretax and after-tax gain of $73 million. The
gain was deferred and will be recognized over the remaining term of the
vehicle supply agreements with DTAG, which end in 2001. The tax effect on
this transaction reflects the difference between the book and tax basis of
Chrysler's stock interest in DTAG for which deferred taxes were not provided,
in accordance with SFAS No. 109, "Accounting for Income Taxes."
In 1996, Chrysler committed to a plan of disposal for Thrifty, a
subsidiary of DTAG, and recognized a $65 million pretax loss ($100 million
after taxes) to write down Thrifty's carrying value to estimated fair value
less cost to sell. The pretax loss is included in "Costs, other than items
below" in Chrysler's consolidated statement of earnings for 1996. The
after-tax loss includes the effect of not being able to claim a tax deduction
for the capital loss on Chrysler's investment in Thrifty.
In 1996, Chrysler sold ESI and CTAS for net proceeds of $476 million.
ESI and CTAS were engaged principally in the manufacture of defense
electronics and aircraft modification, respectively, and represented
substantially all of the operations of Chrysler Technologies Corporation
("CTC"), a wholly owned subsidiary of Chrysler. The sale resulted in a pretax
gain of $101 million ($87 million after taxes). In the fourth quarter of
1996, Chrysler signed an agreement to sell PEI for net proceeds of $17
million, which resulted in the recognition of a pretax loss of $77 million
($51 million after taxes) to write down PEI's carrying value to estimated
fair value less cost to sell. PEI represented the remaining operations of
CTC. The sale of PEI was completed on January 10, 1997. The pretax gain on
the sale of ESI and CTAS and the pretax loss on the write-down of PEI are
included in "Costs, other than items below" in Chrysler's consolidated
statement of earnings for 1996.
In 1995, Chrysler recorded a $263 million provision ($162 million after
taxes) for costs associated with production changes at its Newark assembly
plant. Newark production of the Chrysler Concorde and Dodge Intrepid was
reduced to one shift in August 1995 and terminated in July 1996. Production
of an all-new sport-utility vehicle, the Dodge Durango, began at the Newark
assembly plant in the fall of 1997. The provision reflects the recognition of
supplemental unemployment benefits, job security benefits and other related
employee costs, and the write-down of certain equipment and tooling. The
provision is included in "Costs, other than items below" in Chrysler's
consolidated statement of earnings for 1995.
Chrysler's effective tax rates for the nine months ended September 30,
1998 and in 1997, 1996 and 1995 were 37.1 percent, 38.4 percent, 38.9 percent
and 38.5 percent, respectively.
Liquidity and Capital Resources
Chrysler's consolidated combined cash, cash equivalents and marketable
securities totaled $10.6 billion at September 30, 1998 (including $1.1
billion held by the Company), compared to $7.8 billion at December 31, 1997
(including $0.8 billion held by the Company), $7.8 billion at December 31,
1996 (including $0.8 billion held by the Company and DTAG), and $8.1 billion
at December 31, 1995 (including $1.2 billion held by the Company and DTAG).
The increase in Chrysler's combined cash, cash
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equivalents and marketable securities in the first nine months of 1998 was
primarily the result of cash provided by a net increase in total debt at
the Company and cash generated by operating activities, partially offset by
capital expenditures, net finance receivables acquired and dividend payments.
Chrysler's long-term profitability will depend significantly on its
ability to continue its capital expenditure and vehicle development programs
and to market its vehicles successfully in an increasingly competitive
environment. Chrysler's expenditures for new product development and the
acquisition of productive assets were approximately $19 billion for the
three-year period ended December 31, 1997. Expenditures for these items
during the succeeding three-year period are expected to be at similar or
higher levels. At December 31, 1997, Chrysler had commitments for capital
expenditures, including commitments for assets currently under construction,
totaling approximately $1.3 billion.
At September 30, 1998, Chrysler (excluding the Company) had debt
maturities totaling $129 million through 2000. At September 30, 1998,
Chrysler had a $2.6 billion revolving credit agreement which expires in April
2002. There were no amounts outstanding under this revolving credit agreement
at September 30, 1998. Chrysler believes that cash from operations and its
cash position will be sufficient to meet the capital expenditure, debt
maturity and other funding requirements.
In February 1997, Chrysler sold $500 million of 7.45% Debentures due
2097 and $600 million of 7.45% Debentures due 2027 for net proceeds of $485
million and $592 million, respectively. In July 1997, Chrysler sold $500
million of 7.40% Debentures due 2097 for net proceeds of $495 million.
In August 1997, Chrysler extinguished its $267 million 10.95%
Debentures due 2017 and $245 million 10.40% Notes due 1999 for $529 million.
In December 1997, Chrysler prepaid certain 1998 nonpension employee
benefits by contributing $1.1 billion to a Voluntary Employees' Beneficiary
Association trust and other employee benefit plans.
Chrysler's ability to market its products successfully depends
significantly on the availability of vehicle financing for its dealers and,
to a lesser extent, the availability of financing for retail and fleet
customers, both of which are provided by the Company.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company Consolidated and
Chrysler Consolidated for the nine-month periods ended September 30, 1998 and
1997, and for each of the last five years were as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30, Years Ended December 31,
----------------- -------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
The Company Consolidated ............ 1.70X 1.75X 1.77X 1.72X 1.56X 1.41X 1.33X
Chrysler Consolidated ............... 4.63X 4.12X 4.25X 5.51X 3.45X 5.52X 3.62X
</TABLE>
The Company Consolidated. The ratios of earnings to fixed charges is
computed by dividing earnings available for fixed charges by total fixed
charges. Fixed charges consist of interest, amortization of debt discount and
expense, and rentals. Rentals included in fixed charges are the portion of
total rent expense representative of the interest factor (deemed to be
one-third).
Chrysler Consolidated. The ratio of earnings to fixed changes is computed
by dividing earnings available for fixed charges by total fixed charges.
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USE OF PROCEEDS
Unless otherwise provided in the applicable Prospectus Supplement, the
net proceeds to be received by the Company from the sale of the Debt
Securities and Warrants and the exercise of Warrants will be added to its
general corporate funds and may be used to repay long-term or short-term
borrowings and for other general corporate purposes. If the Company elects at
the time of the issuance of Debt Securities or Warrants to make different or
more specific use of proceeds other than as set forth herein, such use will
be described in the Prospectus Supplement.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities set forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be
described in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities are to be issued under an Indenture dated as of
February 15, 1988, as amended (the "Indenture"), between the Company and
Manufacturers Hanover Trust Company, which has been succeeded by United
States Trust Company of New York as successor Trustee (the "Trustee"). The
Indenture is incorporated by reference as an exhibit to the Registration
Statement. The following summary of certain provisions of the Indenture does
not purport to be complete and is qualified in its entirety by reference to
the provisions of the Indenture. Numerical references in parentheses below
are to sections of the Indenture. Wherever particular sections or defined
terms of the Indenture are referred to, it is intended that such sections or
defined terms shall be incorporated herein by reference.
General
Debt Securities and Warrants offered by this Prospectus will be limited
to an aggregate initial public offering price of approximately $8,450,250,600
or the equivalent thereof in one or more foreign currencies or composite
currencies. The Indenture provides that Debt Securities in an unlimited
amount may be issued thereunder from time to time in one or more series.
(Section 301)
The Securities will rank pari passu in right of payment with all
existing and future unsecured and unsubordinated indebtedness of the Company.
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the terms of such
Debt Securities, including, where applicable: (i) the designation, aggregate
principal amount, currency or currencies and denominations of such Debt
Securities; (ii) the price (expressed as a percentage of the aggregate
principal amount thereof) at which such Debt Securities will be issued; (iii)
the date or dates on which such Debt Securities will mature; (iv) the
currency or currencies in which such Debt Securities are being sold and in
which the principal of and any interest on such Debt Securities will be
payable, whether the holder of any such Debt Securities may elect the
currency in which payments thereon are to be made and, if so, the manner of
such election; (v) the rate or rates (which may be fixed or variable) per
annum at which such Debt Securities will bear interest; (vi) the date from
which such interest on such Debt Securities will accrue, the dates on which
such interest will be payable and the date on which payment of such interest
will commence; (vii) the dates on which and the price or prices at which such
Debt Securities will, pursuant to any mandatory sinking fund provision, or
may, pursuant to any optional redemption or required repayment provisions, be
redeemed or repaid and the other terms and provisions of any such optional
redemption or required repayment; (viii) whether such Debt Securities are to
be issuable as Registered Securities, Bearer Securities or both and the terms
upon which any Bearer Securities of such series may be exchanged for
Registered Securities of such series; (ix) whether such Debt Securities are
to be issued in whole or in part in the form of one or more Global Securities
and, if so, the identity of the Depositary for such Global Security or
Securities; (x) any special provisions for the payment of additional amounts
with respect to
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<PAGE>
such Debt Securities; (xi) if a temporary Global Security is to be issued
with respect to such series, whether any interest thereon payable on an
interest payment date prior to the issuance of a permanent Global Security or
definitive Bearer Securities will be credited to the account of the persons
entitled thereto on such interest payment date; (xii) if a temporary Global
Security is to be issued with respect to such series, the terms upon which
interests in such temporary Global Security may be exchanged for interests in
a permanent Global Security or for definitive Debt Securities of the series
and the terms upon which interests in a permanent Global Security, if any,
may be exchanged for definitive Debt Securities of the series; (xiii) any
additional restrictive covenants included for the benefit of holders of such
Debt Securities; (xiv) additional Events of Default provided with respect to
such Debt Securities; and (xv) the terms of any Warrants offered together
with such Debt Securities.
The Debt Securities may be issuable as Registered Securities, Bearer
Securities or both. Debt Securities of a series may be issuable in whole or
in part in the form of one or more Global Securities, as described below
under "Global Securities." Unless the Prospectus Supplement relating thereto
specifies otherwise, Registered Securities denominated in U.S. dollars will
be issued only in denominations of $1,000 or any integral multiple thereof
and Bearer Securities denominated in U.S. dollars will be issued only in the
denomination of $5,000. See, however, "Limitations on Issuance of Bearer
Securities and Bearer Warrants" below. One or more Global Securities may be
issued in a denomination or aggregate denominations equal to the aggregate
principal amount of Outstanding Debt Securities of the series to be
represented by such Global Security or Securities. The Prospectus Supplement
relating to a series of Debt Securities denominated in a foreign or composite
currency will specify the denomination thereof. No service charge will be
made for any transfer or exchange of Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 302 and 305)
At the option of the Holder upon request confirmed in writing, and
subject to the terms of the applicable Indenture, Bearer Securities (with all
unmatured coupons, except as provided below) of any series will be
exchangeable into an equal aggregate principal amount of Registered
Securities (if the Debt Securities of such series are issuable as Registered
Securities) or Bearer Securities of the same series (with the same interest
rate and maturity date), but no Bearer Security will be delivered in or to
the United States, and Registered Securities of any series (other than a
Global Security, except as set forth below) will be exchangeable into an
equal aggregate principal amount of Registered Securities of the same series
(with the same interest rate and maturity date) of different authorized
denominations. If a Holder surrenders Bearer Securities in exchange for
Registered Securities between a Regular Record Date or, in certain
circumstances, a Special Record Date, and the relevant interest payment date,
such Holder will not be required to surrender the coupon relating to such
interest payment date. Registered Securities may not be exchanged for Bearer
Securities. (Section 305)
Debt Securities may be presented for exchange, and Registered
Securities (other than a Global Security) may be presented for transfer (with
the form of transfer endorsed thereon duly executed), at the office of any
transfer agent or at the office of the Security Registrar, without service
charge and upon payment of any taxes and other governmental charges as
described in the applicable Indenture. (Section 305) Bearer Securities will
be transferable by delivery.
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will
be described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that provide for an amount
less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof upon the occurrence of an
Event of Default and the continuation thereof. (Section 101)
Global Securities
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued in either
registered or bearer form and in either temporary or permanent form. Unless
and until it is exchanged in whole or in
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<PAGE>
part for Debt Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such
successor. (Sections 303 and 305)
The specific terms of the depositary arrangement with respect to any
Debt Securities of a series will be described in the Prospectus Supplement
relating to such series. The Company anticipates that the following
provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated
by the underwriters of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by participants
or persons that hold through participants. The laws of some states require
that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the
ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities of such series in definitive form and will not be considered
the owners or holders thereof under the Indenture.
Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities and Bearer Warrants" below, principal, premium, if any, and
interest payments on Debt Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner or the holder of the Global Security
representing such Debt Securities. None of the Company, the Trustee for such
Debt Securities, any Paying Agent or the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global Security as shown
on the records of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments in respect of such
temporary Global Security will be subject to the restrictions discussed under
"Limitations on Issuance of Bearer Securities and Bearer Warrants" below.
If a Depositary for Debt Securities of a series is at any time
unwilling or unable to continue as depositary and a successor depositary is
not appointed by the Company within ninety days, the Company will issue Debt
Securities of such series in definitive form in exchange for all of the
Global Securities representing the Debt Securities of such series. In
addition, the Company may at any time and in its sole
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<PAGE>
discretion determine not to have any Debt Securities of a series represented
by one or more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Global Securities representing such Debt Securities. Further, if the Company
so specifies with respect to the Debt Securities of a series, an owner of a
beneficial interest in a Global Security representing Debt Securities of such
series may, on terms acceptable to the Company and the Depositary for such
Global Security, receive Debt Securities of such series in definitive form.
In any such instance, an owner of a beneficial interest in a Global Security
will be entitled to physical delivery in definitive form of Debt Securities
of the series represented by such Global Security equal in principal amount
to such beneficial interest and to have such Debt Securities registered in
its name (if the Debt Securities of such series are issuable as Registered
Securities). Debt Securities of such series so issued in definitive form will
be issued (a) as Registered Securities in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof if the
Debt Securities of such series are issuable as Registered Securities, (b) as
Bearer Securities in the denomination, unless otherwise specified by the
Company, of $5,000 if the Debt Securities of such series are issuable as
Bearer Securities or (c) as either Registered or Bearer Securities, if the
Debt Securities of such series are issuable in either form. (Section 305)
See, however, "Limitations on Issuance of Bearer Securities and Bearer
Warrants" below for a description of certain restrictions on the issuance of
a Bearer Security in definitive form in exchange for an interest in a Global
Security.
Payment and Paying Agents
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency designated in the Prospectus
Supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as the Company may appoint from time to
time. Any such payment may be made by a check in the designated currency. No
payment with respect to any Bearer Securities will be made at the Corporate
Trust Office of the Trustee or any other paying agency maintained by the
Company in the United States nor will any such payment be made by transfer to
an account, or by mail to an address, in the United States. Notwithstanding
the foregoing, payments of principal of and premium, if any, and interest on
Bearer Securities will be made in U.S. dollars at the Corporate Trust Office
of the Trustee in The City of New York if payment of the full amount thereof
at all paying agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Section 1002)
Payment of principal of and premium, if any, on Registered Securities
will be made in the designated currency against surrender of such Registered
Securities at the Corporate Trust Office of the Paying Agent in The City of
New York. Unless otherwise indicated in the Prospectus Supplement, payment of
any installment of interest on Registered Securities will be made to the
person in whose name such Debt Security is registered at the close of
business on the regular record date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be
made at the Corporate Trust Office of the Paying Agent in The City of New
York, or by a check in the designated currency mailed to each Holder at such
Holder's registered address. (Sections 307 and 1001)
The paying agents outside the United States initially appointed by the
Company for a series of Debt Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any of the paying
agents from time to time, except that the Company will maintain at least one
paying agent in The City of New York for payments with respect to Registered
Securities and at least one paying agent in a city in Europe so long as any
Bearer Securities are outstanding where Bearer Securities may be presented
for payment and may be surrendered for exchange, provided that so long as any
series of Debt Securities is listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a paying
agent in London or Luxembourg or any other required city located outside the
United States, as the case may be, for such series of Debt Securities.
(Section 1002)
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Debt Security that
remains unclaimed at the end of two years after such
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<PAGE>
principal, premium or interest shall have become due and payable may be
repaid to the Company and the Holder of such Debt Security or any coupon
appertaining thereto will thereafter look only to the Company for payment
thereof. (Section 1003)
Covenants
The Indenture imposes the following restrictive covenants on the
Company.
Limitation on Liens. The Company will not subject its assets or assets
of a Restricted Subsidiary to liens without securing the Debt Securities
equally and ratably with other indebtedness for borrowed money so secured
except for (1) liens securing exports to or marketing of goods in foreign
countries other than Canada, (2) liens on receivables payable in foreign
currencies to secure borrowings in foreign countries other than Canada, (3)
deposits in connection with public obligations or legal proceedings, (4)
liens securing intercompany indebtedness, (5) purchase money mortgages on
fixed assets hereafter acquired by the Company or any of its Restricted
Subsidiaries for use in the Finance Business or the Finance-Related Insurance
Business, liens on such property at the time of its acquisition or liens on
fixed assets used in the Finance Business or the Finance-Related Insurance
Business existing when a company becomes a Subsidiary, and (6) renewals of
the foregoing. (Section 1004) The term "Restricted Subsidiary" means any
Subsidiary of the Company engaged in the Finance Business or in the
Finance-Related Insurance Business other than Subsidiaries that are organized
or conduct a major portion of their business outside the United States,
Puerto Rico or Canada. The term "Subsidiary" means a corporation a majority
of the outstanding voting stock of which is owned, directly or indirectly, by
the Company. (Section 101)
Limitation on Dividends. Cash dividends on or acquisitions for value of
capital stock of the Company subsequent to December 31, 1984 are limited to
the sum of (i) consolidated net income of the Company and its consolidated
Subsidiaries calculated in accordance with generally accepted accounting
principles and (ii) net proceeds from cash sales of or cash contributions to
capital stock, subsequent to December 31, 1984. Substantially concurrent
acquisitions of capital stock out of the net proceeds of sales of capital
stock are excluded. (Section 1005)
Restricted Subsidiary Stock and Debt. The Company will not, and will
not permit any Subsidiary to, sell or otherwise dispose of any shares of
stock or indebtedness for borrowed money of any Restricted Subsidiary except
to the Company or to a Restricted Subsidiary unless simultaneously therewith
all shares of stock and such indebtedness of such Restricted Subsidiary at
the time owned by the Company and all Subsidiaries are sold or transferred.
The Company will not permit any Restricted Subsidiary to issue, sell or
dispose of, except to the Company or to a Restricted Subsidiary, (i) any
preferred stock, except to any holders of the stock of such Restricted
Subsidiary in the exercise of a pre-emptive right to subscribe to such
preferred stock, or (ii) any other class of stock except on the condition
that the proportionate amount of shares of stock of such class and of the
total number of shares of stock of such Restricted Subsidiary held by persons
other than the Company and its Restricted Subsidiaries shall not be increased
and except for directors' qualifying shares. (Sections 1007 and 1008)
Modification of the Indenture
The Indenture permits the Company and the Trustee, with the consent of
the holders of not less than 66-2/3% in principal amount of the Debt
Securities at the time outstanding thereunder and affected thereby, to
execute a supplemental indenture modifying the Indenture or the rights of the
holders of such Debt Securities and any related coupons, provided that no
such modification shall, without the consent of the holder of each Debt
Security affected thereby, (i) change the maturity of any Debt Security or
coupon, or reduce the principal amount thereof, or reduce the rate or change
the time of payment of interest thereon, or change any Place of Payment or
change the coin or currency in which a Debt Security or coupon is payable or
affect the right of any holder to institute suit for the enforcement of
payment in accordance with the foregoing, or (ii) reduce the aforesaid
percentage of Debt Securities, the consent of the holders of which is
required for any such modification. (Section 902)
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<PAGE>
The Indenture contains provisions for convening meetings of the Holders
of Debt Securities of a series if Debt Securities of that series are issuable
in whole or in part as Bearer Securities. (Section 1401) A meeting may be
called at any time by the Trustee, or upon the request of the Company or the
Holders of at least 10% in principal amount of the outstanding Debt
Securities of such series, in any such case upon notice given in accordance
with the Indenture. (Section 1402) The quorum at any meeting called to adopt
a resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding Debt
Securities of a series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which may be given by the
Holders of not less than 66-2/3% in principal amount of the outstanding Debt
Securities of a series, the persons holding or representing 66-2/3% in
principal amount of the outstanding Debt Securities of such series will
constitute a quorum. (Section 1404) Except as limited by the proviso in the
preceding paragraph, any resolution presented at a meeting or adjourned
meeting at which a quorum is present may be adopted by the affirmative vote
of the Holders of a majority in principal amount of the outstanding Debt
Securities of that series; provided, however, that, except as limited by the
proviso in the preceding paragraph, any resolution with respect to any
consent or waiver that may be given by the Holders of not less than 66-2/3%
in principal amount of the outstanding Debt Securities of a series may be
adopted at a meeting or an adjourned meeting at which a quorum is present
only by the affirmative vote of 66-2/3% in principal amount of the
outstanding Debt Securities of that series; and provided further that, except
as limited by the proviso in the preceding paragraph, any resolution with
respect to any demand, consent, waiver or other action that may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of outstanding Debt Securities of a series may
be adopted at a meeting or adjourned meeting at which a quorum is present by
the affirmative vote of the Holders of such specified percentage in principal
amount of the outstanding Debt Securities of that series.
Any resolution passed or decision taken at any meeting of Holders of
Debt Securities of any series duly held in accordance with the Indenture will
be binding on all Holders of Debt Securities of that series and the related
coupons.
Events of Default
The Indenture provides that the following shall constitute Events of
Default with respect to any series of Debt Securities thereunder: (i)
default in payment of principal of or premium, if any, on any Debt Security
of such series when due; (ii) default for 30 days in payment of interest on
any Debt Security of such series when due; (iii) default in the deposit of
any sinking fund payment on any Debt Security of such series when due; (iv)
default in performance of any other covenant in such Indenture, continued for
30 days after written notice thereof by the Trustee thereunder or the holders
of 25% in principal amount of the Debt Securities of such series at the time
outstanding; (v) default resulting in acceleration of maturity of any other
indebtedness of the Company or any Restricted Subsidiary provided that such
acceleration has not been rescinded or annulled within 10 days of written
notice; and (vi) certain events of bankruptcy, insolvency or reorganization.
(Section 501) The Company is required to file with each Trustee annually an
Officers' Certificate as to the absence of certain defaults under the terms
of the Indenture. (Section 1010)
The Indenture provides that if an Event of Default specified therein
shall occur and be continuing, either the Trustee or the holders of 25% in
principal amount of the Debt Securities of such series then outstanding may
declare the principal of all such Debt Securities (or in the case of Original
Issue Discount Securities, such portion of the principal amount thereof as
may be specified in the terms thereof) to be due and payable. (Section 502)
In certain cases, the holders of a majority in principal amount of the
outstanding Debt Securities of any series may on behalf of the holders of all
such Debt Securities and any related coupons waive any past default or event
of default except a default not theretofore cured in payment of the principal
of or premium, if any, or interest on any of the Debt Securities of such
series and any related coupons. (Sections 502 and 513)
The Indenture contains a provision entitling the Trustee, subject to
the duty of such Trustee during default to act with the required standard of
care, to be indemnified by the holders of the Debt Securities of any series
or any related coupons before proceeding to exercise any right or power under
the
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Indenture with respect to such series at the request of such holders.
(Section 603) The Indenture provides that no holder of any Debt Securities of
any series or any related coupons may institute any proceeding, judicial or
otherwise, to enforce the Indenture except in the case of failure of the
Trustee, for 60 days, to act after it is given notice of default, a request
to enforce the Indenture by the holders of not less than 25% in aggregate
principal amount of the then outstanding Debt Securities of such series and
an offer of reasonable indemnity to such Trustee. (Section 507) This
provision will not prevent any holder of Debt Securities or any related
coupons from enforcing payment of the principal thereof and premium, if any,
and interest thereon at the respective due dates thereof. (Section 508) The
holders of a majority in aggregate principal amount of the Debt Securities of
any series then outstanding may direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to the Debt
Securities of such series. However, the Trustee may refuse to follow any
direction that conflicts with law or the Indenture or which would be unjustly
prejudicial to holders not joining therein. (Section 512)
The Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to any series of Debt
Securities thereunder known to it, give to the holders of the Debt Securities
of such series notice of such default if not cured or waived; but, except in
the case of a default in the payment of principal of (or premium, if any), or
interest on, any Debt Securities, the Trustee shall be protected in
withholding such notice if it determines in good faith that the withholding
of such notice is in the interests of the holders of such Debt Securities.
(Section 602)
Defeasance
The Company may terminate certain of its obligations under the
Indenture with respect to Debt Securities of any series, including its
obligations to comply with the covenants described under the heading
"Restrictive Covenants" above, with respect to the Debt Securities of such
series, on the terms and subject to the conditions contained in the
Indenture, by depositing in trust with the Trustee money or Government
Obligations sufficient to pay the principal of and interest on the Debt
Securities of such series to maturity. Such deposit and termination is
conditioned upon the Company's delivery of (a) an opinion of nationally
recognized independent counsel that the holders of the Debt Securities of
such series will have no federal income tax consequences as a result of such
deposit and termination, (b) an officer's certificate and (c) if the Debt
Securities of such series are then listed on the New York Stock Exchange, an
opinion of counsel that the Debt Securities of such series will not be
delisted as a result of the exercise of this option. Such termination will
not relieve the Company of its obligation to pay when due the principal of or
interest on the Debt Securities of such series if the Debt Securities of such
series are not paid from the money or Government Obligations held by the
Trustee for the payment thereof. (Section 1301)
Concerning the Trustee
The Trustee is also trustee under indentures dated as of June 15, 1984
and September 15, 1986 between it and the Company.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth
certain general terms and provisions of the Warrants to which any Prospectus
Supplement may relate. The particular terms of the Warrants offered by any
Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the Warrants so offered will be described in the
Prospectus Supplement relating to such Warrants.
Warrants may be offered independently or together with any series of
Debt Securities offered by a Prospectus Supplement and may be attached to or
separate from such Debt Securities. Each series of Warrants will be issued
under a separate warrant agreement ("Warrant Agreement") to be entered into
between the Company and a bank or trust company, as Warrant Agent (the
"Warrant Agent"), all as set
21
<PAGE>
forth in the Prospectus Supplement relating to such series of Warrants. The
Warrant Agent will act solely as the agent of the Company in connection with
the certificates for the Warrants (the "Warrant Certificates") of such series
and will not assume any obligation or relationship of agency or trust for or
with any holders of Warrant Certificates or beneficial owners of Warrants.
Copies of the forms of Warrant Agreements, including the forms of Warrant
Certificates, are filed as an exhibit to the Registration Statement to which
this Prospectus pertains. The following summaries of certain provisions of
the forms of Warrant Agreements and Warrant Certificates do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Warrant Agreements and the Warrant
Certificates. Numerical references in parentheses below are to sections of
the Warrant Agreements. Wherever particular sections or defined terms of the
Warrant Agreement are referred to, it is intended that such sections or
defined items shall be incorporated herein by reference.
General
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Warrants, if any, offered thereby for the terms of such
Warrants, including, where applicable: (i) the offering price; (ii) the
currency or currencies in which such Warrants are being offered; (iii) the
designation, aggregate principal amount, currency or currencies,
denominations and terms of the series of Debt Securities purchasable upon
exercise of such Warrants; (iv) the designation and terms of the series of
Debt Securities with which such Warrants are being offered and the number of
such Warrants being offered with each such Debt Security; (v) the date on and
after which such Warrants and the related series of Debt Securities will be
transferable separately; (vi) the principal amount of the series of Debt
Securities purchasable upon exercise of each such Warrant and the price at
which and currency or currencies in which such principal amount of Debt
Securities of such series may be purchased upon such exercise; (vii) the date
on which the right to exercise such Warrants shall commence and the date (the
"Expiration Date") on which such right shall expire; (viii) whether such
Warrants are to be issuable as Bearer Warrants and the terms upon which any
Bearer Warrants of such series may be exchanged for Registered Warrants of
such series; (ix) federal income tax consequences; and (x) any other terms of
such Warrants.
Warrant Certificates of each series will be issuable as Registered
Warrants and may be issuable as Bearer Warrants. At the option of the holder
upon request confirmed in writing, and subject to the terms of the relevant
Warrant Agreement, Bearer Warrants of any series will be exchangeable into
Registered Warrants or Bearer Warrants of the same series representing in the
aggregate the number of Warrants surrendered for exchange, and Registered
Warrants of any series will be exchangeable into Registered Warrants of the
same series representing in the aggregate the number of Warrants surrendered
for exchange. Warrant Certificates may be presented for exchange, and
Registered Warrants may be presented for transfer (with the form of transfer
endorsed thereon duly executed), at the corporate trust office of the Warrant
Agent for such series of Warrants (or any other office indicated in the
Prospectus Supplement relating to such series of Warrants) without service
charge and upon payment of any taxes and other governmental charges as
described in the relevant Warrant Agreement. Such transfer or exchange will
be effected when the Warrant Agent for such series of Warrants is satisfied
with the documents of title and identity of the person making the request.
Bearer Warrants will be transferable by delivery. (Section 4.01) Prior to the
exercise of their Warrants, holders of Warrants will not have any of the
rights of holders of the series of Debt Securities purchasable upon such
exercise, including the right to receive payments of principal of, premium,
if any, or interest, if any, on the series of Debt Securities purchasable
upon such exercise, or to enforce any of the covenants in the Indenture.
(Section 3.01)
Exercise of Warrants
Each Warrant will entitle the holder thereof to purchase such principal
amount of the related series of Debt Securities at such exercise price as
shall in each case be set forth in, or calculable as set forth in, the
Prospectus Supplement relating to such Warrant. Warrants of a series may be
exercised at the corporate trust office of the Warrant Agent for such series
of Warrants (or any other office indicated in
22
<PAGE>
the Prospectus Supplement relating to such series of Warrants) at any time
prior to 5:00 P.M., New York City time, on the Expiration Date set forth in
the Prospectus Supplement relating to such series of Warrants. After the
close of business on the Expiration Date relating to such series of Warrants
(or such later date to which such Expiration Date may be extended by the
Company), unexercised Warrants of such series will become void. (Sections
2.02 and 2.03)
Warrants of a series may be exercised by delivery to the appropriate
Warrant Agent of payment, as provided in the Prospectus Supplement relating
to such series of Warrants, of the amount required to purchase the principal
amount of the series of Debt Securities purchasable upon such exercise,
together with certain information as set forth on the reverse side of the
Warrant Certificate evidencing such Warrants and, in the case of Bearer
Warrants, compliance with the procedures specified in the applicable
Prospectus Supplement. Such Warrants will be deemed to have been exercised
upon receipt of the exercise price, subject to the receipt within five
business days of such Warrant Certificate. Upon receipt of such payment and
such Warrant Certificate, properly completed and duly executed, at the
corporate trust office of the appropriate Warrant Agent (or any other office
indicated in the Prospectus Supplement relating to such series of Warrants),
the Company will, as soon as practicable, issue and deliver the principal
amount of the series of Debt Securities purchasable upon such exercise.
Registered Securities will be issued and delivered upon exercise of
Registered Warrants. At the option of the holder of any Bearer Warrants,
Registered Securities or Bearer Securities will be issued and delivered upon
exercise of such Bearer Warrants. If fewer than all of the Warrants
represented by a Registered Warrant are exercised, a new Registered Warrant
will be issued and delivered for the remaining amount of Warrants. If fewer
than all the Warrants represented by a Bearer Warrant are exercised, at the
option of the holder thereof, a new Registered Warrant or Bearer Warrant will
be issued and delivered for the remaining amount of Warrants. (Section 2.03)
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES AND BEARER WARRANTS
In compliance with United States federal tax laws and regulations
regarding the distribution of debt securities in bearer form, Bearer
Securities and Bearer Warrants may not, in connection with their original
issuance, be offered, sold, resold or delivered in the United States or to
United States persons (each as defined below) except as otherwise permitted
by Treasury Regulation Section 1.163-5(c)(2)(i)(D). Exceptions include offers
and sales to offices located outside the United States of certain United
States financial institutions that agree in writing to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations thereunder. Any
underwriters, agents and dealers participating in the offering of Bearer
Securities or Bearer Warrants will agree in writing that they will not offer,
sell or resell any Bearer Securities or Bearer Warrants to persons within the
United States or to United States persons (except as described above) nor
deliver Bearer Securities or Bearer Warrants within the United States. In
addition, any such underwriters, agents and dealers will agree to send
confirmations to each purchaser of a Bearer Security or Bearer Warrant
confirming that such purchaser represents that it is not a United States
person or is a financial institution described above and, if such person is a
dealer, that it will send similar confirmations to purchasers from it. Bearer
Securities and any coupons attached thereto will bear a legend substantially
to the following effect: "Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
United States Internal Revenue Code."
Generally, for United States federal income tax purposes, any United
States person who holds a Bearer Security will not be allowed to deduct any
loss sustained on the sale, exchange, redemption or other disposition of such
Bearer Security and will be taxed at ordinary income rates on any gain (which
might otherwise be characterized as capital gain) recognized on such sale,
exchange, redemption or disposition.
As used herein, "United States" mean the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction, and "United
States person" means an individual who is a citizen or resident of the United
States, a
23
<PAGE>
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or any estate
the income of which is subject to United States federal income taxation
regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision of the administration of the trust and
one or more United States persons have the authority to control all
substantial decisions of the trust.
Pending the availability of a permanent Global Security or definitive
Bearer Securities, as the case may be, Debt Securities that are issuable as
Bearer Securities may initially be represented by a single temporary Global
Security, with or without interest coupons, each to be deposited with a
depositary in London for Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear") and Cedel Bank,
soci|fet|fe anonyme ("Cedel") for credit to the designated accounts against
certifications to the effect described below. Following the availability of a
permanent Global Security or definitive forms of Bearer Securities and
subject to any further limitations described in the applicable Prospectus
Supplement, the temporary Global Security will be exchangeable for a
permanent Global Security or for definitive Bearer Securities, respectively,
only upon certification that an interest in such permanent Global Security or
such definitive Bearer Securities is not being acquired by or on behalf of a
United States person or, if a beneficial interest in such a Bearer Security
is being acquired by or on behalf of a United States person, that such United
States person is a financial institution described above; provided, however,
that no definitive Bearer Security will be issued if the Company has reason
to know that such certificate is false. No definitive Bearer Security will be
delivered in or to the United States. If so specified in the applicable
Prospectus Supplement, interest in respect of any portion of the temporary
Global Security payable in respect of an Interest Payment Date prior to the
issuance of a permanent Global Security or definitive Bearer Securities of
any series will be paid to each of Euroclear and Cedel with respect to the
portion of the temporary Global Security held for its account. Each of
Euroclear and Cedel will undertake in such circumstances to credit such
interest received by it in respect of the temporary Global Security to the
respective accounts for which it holds the temporary Global Security only
upon receipt in each case of (i) certification that as of the relevant
interest payment date the portion of the temporary Global Security on which
such interest is to be so credited is not beneficially owned by a United
States person or any person who has purchased its interest in the temporary
Global Security for resale to any United States person or (ii) if a
beneficial interest in the portion of the temporary Global Security on which
such interest is to be so credited is beneficially owned by a United States
person or any person who has purchased its interest in the temporary Global
Security for resale to any United States person, certification that such
United States person is a financial institution described above.
Bearer Warrants will be issued only on receipt of a certification that
the Bearer Warrant in question is not being acquired by or on behalf of a
United States person or, if a beneficial interest in such Bearer Warrant is
being acquired by or on behalf of a United States person, that such United
States person is a financial institution described above.
PLAN OF DISTRIBUTION
The Company may offer and sell Debt Securities and Warrants, separately
or together, to or through underwriters, acting as principals for their own
accounts and/or as agents, and also may offer and sell Debt Securities and
Warrants, separately or together, directly to dealers or other purchasers.
Any such Debt Securities and Warrants may be offered and sold upon their
original issuance or, if so indicated in the Prospectus Supplement, in
connection with a remarketing upon their purchase by or on behalf of the
Company, whether in accordance with a redemption or repayment pursuant to
their terms, in the open market or otherwise. Any underwriter and/or agent
will be identified and the terms of its agreement with the Company and its
compensation will be described in the Prospectus Supplement. Only
underwriters named in the Prospectus Supplement are deemed to be underwriters
in connection with the Debt Securities or Warrants offered thereby.
Debt Securities and Warrants, separately or together, also may be
offered and sold, if so indicated in the Prospectus Supplement, in connection
with a remarketing upon their purchase, in accordance with
24
<PAGE>
a redemption or repayment pursuant to their terms, by one or more firms
("remarketing firms") acting as principals for their own accounts or as
agents for the Company. Any remarketing firm will be identified and the terms
of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Debt Securities and Warrants remarketed
thereby.
The distribution of the Debt Securities and Warrants may be effected
from time to time in one or more transactions at a fixed price or prices,
which may be changed, or at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities and Warrants, dealers
may receive compensation from the Company or from purchasers of Debt
Securities or Warrants for whom they may act as agents, in the form of
discounts, concessions or commissions. The dealers that participate in the
distribution of Debt Securities or Warrants may be deemed to be underwriters
and any discounts or commissions received by them and any profit on the
resale of Debt Securities or Warrants by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
compensation will be described in the Prospectus Supplement.
Under agreements that may be entered into with the Company,
underwriters, dealers, agents and remarketing firms may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers, agents and
remarketing firms may be customers of, engage in transactions with, or
perform services for the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will
authorize dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Debt Securities or Warrants from
the Company pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by the Company. The obligations of
any purchaser under any such contract will not be subject to any conditions
except that (i) the purchase of the Debt Securities or Warrants shall not at
the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject, and (ii) if the series of Debt Securities or
Warrants being sold to such institutions are also being sold to underwriters,
the Company shall have sold to such underwriters the Debt Securities or
Warrants not sold for delayed delivery. The dealers and such other persons
will not have any responsibility in respect of the validity of performance of
such contracts.
Each underwriter, dealer, agent and remarketing firm participating in
the distribution of any Debt Securities that are issuable as Bearer
Securities will agree that it will not offer, sell or deliver, directly or
indirectly, Bearer Securities in the United States or to United States
persons (other than qualifying financial institutions) in connection with the
original issuance of such Debt Securities.
25
<PAGE>
LEGAL MATTERS
The validity of the Debt Securities and Warrants offered hereby will be
passed upon for the Company by Christopher A. Taravella, Esq., Vice President
and General Counsel of the Company, and for any underwriters and agents by
Brown & Wood LLP, New York, New York. Mr. Taravella will rely as to all
matters of New York law on the opinion of Brown & Wood LLP, and Brown & Wood
LLP, will rely as to all matters of Michigan law on the opinion of Mr.
Taravella. Mr. Taravella owns and has options to purchase shares of common
stock of Chrysler. Brown & Wood LLP may from time to time render legal
services to the Company and its affiliates.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of Chrysler Financial Corporation as of December 31, 1997
and 1996 and for each of the three years in the period ended December 31,
1997 incorporated in this prospectus by reference from Chrysler Financial
Corporation's Annual Report on Form 10-K for the year ended December 31,
1997, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
With respect to unaudited interim financial information of Chrysler
Financial Corporation for periods ended September 30, 1998 and 1997 included
in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 which is incorporated herein by reference, Deloitte &
Touche LLP have applied limited procedures in accordance with professional
standards for a review of such information. However, as stated in their
report included in such Quarterly Report on Form 10-Q and incorporated by
reference herein, they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light of the limited
nature of the review procedures applied. Deloitte & Touche LLP are not
subject to the liability provisions of Section 11 of the Securities Act of
1933 for their reports on unaudited interim financial information because
those reports are not "reports" or a "part" of the registration statement
prepared or certified by an accountant within the meanings of Sections 7 and
11 of such Act.
26
<PAGE>
================================== =================================
You should rely only on the
information contained in this
document or that we have referred
you to. We have not authorized
anyone to provide you with $5,000,000,000
information that is different.
This document is not an offer to
sell these securities and it is
not soliciting an offer to buy
these securities in any state
where the offer or sale of these [ LOGO ]
securities is not permitted. The
information in this document is Chrysler Financial Company L.L.C.
current as of the date of this
document. The affairs of the
Company or Chrysler may have
changed since such date.
Medium-Term Notes, Series S
---------------------
Table of Contents
Page
----
Prospectus Supplement
Risk Factors ..................... S-2
The Merger; Prior Sales .......... S-3 ---------------------
Description of Notes ............. S-4
Book-Entry System ................ S-16 PROSPECTUS SUPPLEMENT
Certain United States Federal
Income Tax Considerations ...... S-17 ---------------------
Plan of Distribution ............. S-25
Prospectus
Additional Information --
Incorporation by Reference ..... 2
Chrysler Financial Company L.L.C. 3
Risk Factors ..................... 4
Chrysler Financial Company L.L.C.
Selected Consolidated Financial Merrill Lynch & Co.
Data ........................... 4 J.P. Morgan & Co.
Information Concerning Chrysler Salomon Smith Barney
Corporation .................... 9
Ratio of Earnings to Fixed Charges 13
Use of Proceeds .................. 14
Description of Debt Securities ... 14
Description of Warrants .......... 20
Limitations on Issuance of Bearer
Securities and Bearer Warrants . 22
Plan of Distribution ............. 23
Legal Matters .................... 25
Experts .......................... 25 October 26, 1998
================================== =================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The Registrant estimates that expenses (other than underwriting
discounts and commissions) in connection with the offering described in this
Registration Statement will be as follows:
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration fee .................................... $2,360,000
Printing and engraving expenses ..................... 250,000
Accounting fees and expenses ........................ 400,000
Blue Sky fees and expenses .......................... 50,000
Rating agency fees .................................. 1,500,000
Miscellaneous ....................................... 40,000
----------
Total ........................................... $4,600,000
==========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 3.5 of the Operating Agreement of the Registrant provides that
to the fullest extent permitted by the Michigan Limited Liability Company
Act, the Registrant to the extent of its assets legally available for such
purpose, will indemnify and hold harmless each person who is or was a
manager, officer, committee member, employee, member, or who serves or may
have served at the Registrant's request as a member, director, manager,
officer, or employee of any company or corporation that the Registrant owns
directly or indirectly, and any member's respective shareholders, directors,
officers, agents, affiliates and professional or other advisors
(collectively, the "Indemnified Persons") from and against any and all loss,
cost, damage, expense (including, without limitation, fees and expenses of
attorneys and other advisors and any court costs incurred by any Indemnified
Person) or liability by reason of anything any Indemnified Person does or
refrains from doing for, or in connection with the business or affairs of,
the Registrant and its subsidiaries and affiliates, except to the extent that
it is finally judicially determined by a court of competent jurisdiction that
the loss, cost, damage, expense or liability resulted primarily from the
Indemnified Person's negligence, misconduct in the performance of his or her
duty, or willful breach of a material provision of the Operating Agreement
which in any event causes actual material damage to the Registrant. The
Registrant may pay in advance or reimburse reasonable expenses (including
advancing the reasonable cost of defense) incurred by an Indemnified Person
who is, or is threatened to be, named or made a defendant or a respondent in
a proceeding concerning the business and affairs of the Registrant. Reference
is made to Exhibit 3-B to this Registration Statement for the complete texts
of Section 3.5 of the Operating Agreement. Pursuant to the provisions of the
Underwriting Agreement annexed to the Registration Statement as Exhibit 1-A
and the Distribution Agreement annexed to the Registration Statement as
Exhibit 1-B, certain officers, managers and controlling persons of the
Registrant are indemnified by the Underwriters thereunder for certain
information provided by the Underwriters expressly for use in the
Registration Statement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 by the Registrant may be permitted to directors, officers and
controlling persons of the Registrant under the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in said Act and therefore may be unenforceable. If a
claim for indemnification against such liabilities (except insofar as it
provides for the payment by the Registrant of expenses incurred or paid by a
director or officer in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by a director, officer or
controlling person in connection with the securities offered hereby and the
Securities and Exchange Commission is still of the same opinion, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether or not such indemnification by it is
against public policy as expressed in the Act, and will be governed by the
final adjudication of such issue.
II-1
<PAGE>
Item 16. Exhibits
(a)
<TABLE>
<CAPTION>
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
<S> <C>
1-A Copy of Form of Underwriting Agreement.
1-B Copy of Form of Distribution Agreement.
1-C Copy of Form of Remarketing Agreement.
2-A Copy of Plan of Merger, dated as of October ___
1998, between Chrysler Financial Corporation and
Chrysler Financial Company L.L.C.*
3-A Copy of Articles of Organization of Chrysler
Financial Company L.L.C.
3-B Copy of Operating Agreement of Chrysler Financial
Company L.L.C.
4-A Copy of Indenture, dated as of February 15, 1988,
between Chrysler Financial Corporation and
Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee. Filed as Exhibit 4-A
to Registration No. 33-23479 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-B Copy of First Supplemental Indenture, dated as of
March 1, 1988, between Chrysler Financial Corporation
and Manufacturers Hanover Trust Company, Trustee,
thereafter succeded by United States Trust Company of
New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988, beween such parties.
Filed as Exhibit 4-L to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by
reference.
4-C Copy of Second Supplemental Indenture, dated as of
September 7, 1990, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company,
Trustee, thereafter succeded by United States Trust
Company of New York, as successor Trustee, to the
Indenture, dated as of February 15, 1988, beween such
parties. Filed as Exhibit 4-M to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and
incorporated herein by reference.
4-D Copy of Third Supplemental Indenture, dated as of May
4, 1992, between Chrysler Financial Corporation and
United States Trust Company of New York, as successor
Trustee, to the Indenture, dated as of February 15,
1988 beween Chrysler Financial Corporation and
Manufacturers Hanover Trust Company. Filed as Exhibit
4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June
30, 1992, and incorporated herein by reference.
4-E Copy of Fourth Supplemental Indenture, dated as of
October 1, 1998, between Chrysler Financial Company
L.L.C., as successor to Chrysler Financial
Corporation, and United States Trust Company of New
York, as successor Trustee, to the Indenture, dated
as of February 15, 1988, between Chrysler Financial
Corporation and Manufacturers Hanover Trust Company.
4-F Copy of Forms of Warrant Agreements.
4-G Form of Fixed Rate Redeemable or Non-redeemable Note.
4-H Form of Fixed Rate Medium-Term Note.
4-I Form of Floating Rate Medium-Term Note.
II-2
<PAGE>
<CAPTION>
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
- --------------- ----------------------
<S> <C>
4-J Form of Multi-Currency Fixed Rate Medium-Term Note.
4-K Form of Multi-Currency Floating Rate Medium-Term
Note.
4-L Form of Floating Rate (LIBOR-Based) Note.
5 Opinion of Christopher A. Taravella, Esq., Vice
President and General Counsel of Chrysler Financial
Company L.L.C., including consent.
12-A Chrysler Financial Company L.L.C. and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Consolidated Computations of
Ratios of Earnings to Fixed Charges.
15 Letter re: unaudited interim financial information.
23-A Consent of Christopher A. Taravella, Esq. (included
in Exhibit 5)
23-B Consent of Deloitte & Touche LLP.
24 Power of attorney pursuant to which the signatures of
certain managers of Chrysler Financial Company L.L.C.
have been affixed to this Registration Statement.
25 Statement of Eligibility and Qualification of Trustee
on Form T-1.
* To be filed by amendment.
</TABLE>
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
II-3
<PAGE>
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Southfield and State of Michigan, on the 19th day of October, 1998.
CHRYSLER FINANCIAL COMPANY L.L.C.
(Registrant)
By /s/ D.L. DAVIS
------------------------------
D.L. Davis
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Principal executive officer: Date
/s/ D.L. DAVIS Chairman of October 19, 1998
- -------------------------------- the Board
D.L. Davis
Principal financial officer:
/s/ T.F. GILMAN Vice President October 19, 1998
- -------------------------------- and Chief Financial
T.F. Gilman Officer
Principal accounting officer:
/s/ D.H. OLSEN Vice President and October 19, 1998
- -------------------------------- Controller
D.H. Olsen
II-5
<PAGE>
Managers: Date
/s/ T.P. CAPO* Manager October 19, 1998
- --------------------------------
T.P. Capo
/s/ D.L. DAVIS* Manager October 19, 1998
- --------------------------------
D.L. Davis
/s/ R.L. FRANSON* Manager October 19, 1998
- --------------------------------
R.L. Franson
/s/ W.J. O'BRIEN III* Manager October 19, 1998
- --------------------------------
W.J. O'Brien III
/s/ G.C. VALADE* Manager October 19, 1998
- --------------------------------
G.C. Valade
*By /s/ B.C. BABBISH
----------------------------
B.C. Babbish
Attorney-in-Fact
October 19, 1998
II-6
EXHIBIT 1.A
Chrysler Financial Company L.L.C.
$[ ] Principal Amount At Maturity
[Description of Securities]
Form of Underwriting Agreement
New York, New York
[Date]
[Name of Underwriter(s)]
[Address of Underwriter(s)]
Ladies and Gentlemen:
Chrysler Financial Company L.L.C., a Michigan limited liability
company (the "Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), the principal amount of its debt
securities identified in Schedule I hereto (the "Securities"), to be issued
under an indenture dated as of February 15, 1988, as supplemented, between
Chrysler Financial Corporation ("CFC") and Manufacturers Hanover Trust
Company, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Trustee"), and as further supplemented by a
supplemental indenture dated as of October __, 1998, between the Company (as
successor to CFC) and the Trustee (such indenture as so supplemented and as
the same may be amended or supplemented or restated from time to time, the
"Indenture").
The Securities will be issuable in registered form. This Agreement
relates only to the sale of, and your obligations hereunder shall be
applicable only with respect to, Securities issuable in registered form.
1. Representations and Warranties. (a) The Company represents and
warrants to, and agrees with, each Underwriter that:
(i) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission")
registration statements on such Form (the file numbers of which
are set forth in Schedule I hereto), which have become effective,
for the registration under the Act of the Securities. Such
registration statements, as amended at the date of this Agreement,
meet the requirements set forth in Rule 415(a)(1)(x) under the Act
and comply in all other material respects with said Rule. The
Company proposes to file with the Commission pursuant to Rule
424(b) under the Act a supplement to the form of prospectus
included in such registration statements relating to the
Securities and the plan of distribution thereof and has previously
advised you of all further information (financial and other) with
respect to the Company to be set forth therein. Such registration
<PAGE>
statements, including the exhibits thereto, as amended at the date
of this Agreement, are hereinafter, collectively, called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the
"Basic Prospectus"; and such supplemented form of prospectus, in
the form in which it shall be filed with the Commission pursuant
to Rule 424(b) (including the Basic Prospectus as so supplemented)
is hereinafter called the "Final Prospectus". Any preliminary form
of the Final Prospectus which has heretofore been filed pursuant
to Rule 424(b) is hereinafter called the "Preliminary Final
Prospectus". Any reference herein to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of
1934 (the "Exchange Act") on or before the date of this Agreement,
or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document under
the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference.
(ii) As of the date hereof, when the Final Prospectus is
first filed pursuant to Rule 424(b) under the Act, when, prior to
the Closing Date (as hereinafter defined), the Registration
Statement or any amendment to the Registration Statement becomes
effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to
the Final Prospectus is filed with the Commission and at the
Closing Date, (i) the Registration Statement, as amended as of any
such time, and the Final Prospectus, as amended or supplemented as
of any such time, and the Indenture will comply in all material
respects with the applicable requirements of the Act and the Trust
Indenture Act of 1939 (the "Trust Indenture Act") and the
respective rules thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein not misleading; provided, however,
that the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Final Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter
specifically for use in connection with the preparation of the
Registration Statement and the Final Prospectus.
2
<PAGE>
(iii) The documents incorporated or deemed to be incorporated
by reference in the Final Prospectus, at the time they were filed
or hereafter are filed with the Commission at or prior to the
Closing Date, complied and will comply in all material respects
with the requirements of the Exchange Act and the rules and
regulations of the Commission under the Exchange Act (the
"Exchange Act Regulations"), and, when read together with the
other information in the Final Prospectus, at the time the
Registration Statement and any amendments thereto became or become
effective and at the Closing Time, did not and will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; and there are no contracts or
documents of the Company or any of its subsidiaries which are
required to be filed as exhibits to the Registration Statement by
the Act or by the rules and regulations of the Commission under
the Act (the "Securities Act Regulations") which have not been so
filed or incorporated by reference.
(iv) Deloitte & Touche LLP the accountants who certified the
financial statements and supporting schedules included in the
Registration Statement, are independent public accountants as
required by the Securities Act Regulations.
(v) The financial statements, including the notes thereto,
and supporting schedules included or incorporated by reference in
the Registration Statement and the Final Prospectus present fairly
the financial position of the Company and its consolidated
subsidiaries as of the dates indicated and the results of their
operations for the periods specified; such financial statements
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, except as
indicated therein; and the supporting schedules included in the
Registration Statement present fairly the information required to
be stated therein.
(vi) Since the respective dates as of which information is
given in the Registration Statement and the Final Prospectus,
except as otherwise stated therein, (A) there has been no material
adverse change in the business or the condition (financial or
otherwise) or in the earnings, business affairs or business
prospects of the Company and its consolidated subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, and (B) there have been no
transactions entered into by the Company or any of its
consolidated subsidiaries, other than those in the ordinary course
of business, which are material with respect to the Company and
its consolidated subsidiaries considered as one enterprise.
(vii) The Company has been duly organized and is validly
existing as a limited liability company in good standing under the
laws of the State of Michigan with full power and authority to
own, lease and operate its properties and to conduct its business
as described in the Final Prospectus and to enter into and perform
its obligations under this Agreement; and the Company is duly
qualified as a foreign limited liability company to transact
business and is in good
3
<PAGE>
standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so
to qualify would not materially adversely affect the conduct of
the business or the condition (financial or otherwise) or the
earnings, business affairs or business prospects of the Company
and its consolidated subsidiaries considered as one enterprise.
(viii) Each subsidiary of the Company which is set forth in
Schedule IV hereto (each individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly incorporated (in
the case of Subsidiaries which are corporations) or duly organized
(in the case of Subsidiaries which are limited liability
companies) and is validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization (as
the case may be), has full power and authority to own, lease and
operate its properties and to conduct its business as described in
the Registration Statement and is duly qualified as a foreign
corporation or limited liability company (as the case may be) to
transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not materially
adversely affect the conduct of the business or the condition
(financial or otherwise) or the earnings, business affairs or
business prospects of the Company and its consolidated
subsidiaries considered as one enterprise; all of the issued and
outstanding capital stock of each such Subsidiary which is a
corporation, and all of the issued and outstanding membership
interests of each Subsidiary which is a limited liability company,
has been duly authorized and validly issued, is fully paid and
non-assessable; and the capital stock of each such Subsidiary
owned by the Company, directly or through subsidiaries, is owned
free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.
(ix) Neither the Company nor any of its Subsidiaries is in
violation of its articles of organization or operating agreement
(in the case of the Company or Subsidiaries which are limited
liability companies) or its charter or by-laws (in the case of
Subsidiaries which are corporations) or in default in the
performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it or any of
them is a party or by which it or any of them may be bound, or to
which any of the property or assets of it or any of them is
subject, the effect of which in the aggregate might result in a
material adverse change in the conduct of the business or the
condition (financial or otherwise) or in the earnings, business
affairs or business prospects of the Company and its consolidated
subsidiaries considered as one enterprise; and the execution,
delivery and performance of this Agreement, the Indenture and the
Securities, and the consummation of the transactions contemplated
herein and therein and compliance by the Company with its
obligations hereunder and thereunder have been duly authorized by
all necessary corporate action and will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries
pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Company or any of its
4
<PAGE>
subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company or
any of its subsidiaries is subject, nor will such action result in
any violation of the provisions of the articles of organization or
operating agreement (in the case of the Company or Subsidiaries
which are limited liability companies) or the charter or by-laws
(in the case of Subsidiaries which are corporations) or other
corresponding organizational documents of the Company or any of
its Subsidiaries or any applicable law, administrative regulation
or administrative or court decree.
(x) The merger of CFC with and into the Company became
effective on October __, 1998 (the "Merger"), with the Company
being the surviving entity.
(xi) No labor dispute with the employees of the Company or
any of its subsidiaries exists or, to the knowledge of the
Company, is imminent which might be expected to result in a
material adverse change in the conduct of the business or the
condition (financial or otherwise) or in the earnings, business
affairs or business prospects of the Company and its consolidated
subsidiaries considered as one enterprise.
(xii) There is no action, suit or proceeding before or by any
court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against
the Company (or CFC) or any of its subsidiaries, which is required
to be disclosed in the Prospectus or which might result in any
material adverse change in the business or the condition
(financial or otherwise) or in the earnings, business affairs or
business prospects of the Company and its consolidated
subsidiaries considered as one enterprise, or which might
materially and adversely affect the properties or assets thereof
or which might materially and adversely affect the consummation of
this Agreement; all pending legal or governmental proceedings to
which the Company (or CFC) or any subsidiary is a party or of
which any of their respective property or assets is the subject
which are not described in the Prospectus, including ordinary
routine litigation incidental to the business, are, considered in
the aggregate, not material.
(xiii) No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with
the offering, issuance or sale of the Securities hereunder or the
consummation by the Company of any of the other transactions
contemplated hereby, except such as may be required under the Act,
the Securities Act Regulations or state securities laws for the
Securities and the qualification of the Indenture under the Trust
Indenture Act.
(xiv) The Securities have been duly authorized, and, at the
Closing Date, will have been duly executed by the Company and,
when authenticated in the manner provided for in the Indenture and
delivered to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, or by the
purchasers thereof, pursuant to Delayed Delivery Contracts,
5
<PAGE>
in the case of any Contract Securities, will constitute legal,
valid and binding obligations of the Company entitled to the
benefits of the Indenture.
(xv) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms, subject as to enforcement (i) to
bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance and other laws of general applicability
relating to or affecting creditors' rights and (ii) to general
principles of equity, whether such enforcement is considered in a
proceeding in equity or at law.
(xvi) This Agreement has been duly authorized, executed and
delivered by the Company.
(xvii) Neither the filing of the Registration Statement nor
the offering or sale of the Securities as contemplated by this
Agreement gives rise to any rights, other than those which have
been waived or satisfied, for or relating to the registration of
any securities of the Company.
(b) Any certificate designated as such signed by any officer of
the Company and delivered to the Underwriters or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to
the Underwriters as to the matters covered thereby.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees
severally and not jointly to purchase from the Company, at the purchase price
set forth in Schedule I hereto, the principal amount of Securities set forth
opposite such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of Securities to be
purchased by the Underwriters shall be as set forth in Schedule II hereto
less the respective amounts of Contract Securities determined as provided
below. Securities to be purchased by the Underwriters are herein sometimes
called the "Underwriters' Securities" and Securities to be purchased pursuant
to Delayed Delivery Contracts as hereinafter provided are herein called
"Contract Securities".
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the Company pursuant
to delayed delivery contracts ("Delayed Delivery Contracts"), substantially
in the form of Schedule III hereto but with such changes therein as the
Company may authorize or approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay to the
Underwriters, on the Closing Date, the percentage set forth in Schedule I
hereto of the principal amount of Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the Underwriters have
been approved by the Company but, except as the Company may otherwise agree,
each such Delayed Delivery Contract must be for not less than the
6
<PAGE>
minimum principal amount set forth in Schedule I hereto, and the aggregate
principal amount number of Contract Securities may not exceed the maximum
aggregate principal amount number set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II hereto shall
be reduced by an amount that shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount of Securities
set forth opposite the name of such Underwriter bears to the aggregate
principal amount set forth in Schedule II hereto, except to the extent that
you determine that such reduction shall be otherwise than in such proportion
and so advise the Company in writing; provided that the total principal
amount of Securities to be purchased by all Underwriters shall be the
aggregate principal amount set forth in Schedule II hereto less the aggregate
principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the
Underwriters' Securities shall be made at the location, in the currency, on
the date and at the time specified in Schedule I hereto (or such later date
not later than five business days after such specified date as the
Underwriters shall designate), which date and time may be postponed by
agreement between the Underwriters and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Underwriters'
Securities being herein called the "Closing Date"). Delivery of the
Underwriters' Securities shall be made to the Underwriters for the respective
accounts of the several Underwriters against payment by the several
Underwriters of the purchase price thereof to or upon the order of the
Company by a check or checks in Federal funds or by wire transfer of
immediately available funds to an account specified by the Company.
Certificates for the Underwriters' Securities shall be registered in such
names and in such denominations as the Underwriters may request not less than
the business day prior to the Closing Date.
The Company agrees to have the Underwriters' Securities available
for inspection, checking and packaging by the Underwriters in New York, New
York, not later than 1:00 PM on the business day prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set
forth in the Final Prospectus.
5. Agreements of the Company. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities the Company will not file any amendment to the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus, unless the Company has
furnished you a copy for your review prior to filing and will not
file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company
will cause the Final Prospectus to be mailed to the Commission for
filing pursuant to Rule 424(b) or will cause the Final Prospectus
to be filed with the Commission pursuant to said Rule. The Company
will promptly advise the Underwriters (i) when the Final
Prospectus shall have been transmitted to the Commission for
filing pursuant to Rule 424(b), (ii) when any amendment to the
Registration Statement relating to the Securities
7
<PAGE>
shall have become effective, (iii) of any request by the
Commission for any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event
occurs as a result of which the Final Prospectus as then amended
or supplemented would include an untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary
to amend or supplement the Final Prospectus to comply with the Act
or the rules thereunder, the Company promptly will prepare and
file with the Commission, subject to paragraph (a) of this Section
5, an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Company will also promptly cause each such amendment or supplement
to be filed with each securities exchange, if any, on which any of
the Securities are listed.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriters an
earning statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(d) The Company will furnish to the Underwriters and counsel
for the Underwriters, without charge, signed or conformed copies
of the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or prior to
the Closing Date and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies
of each Preliminary Final Prospectus and the Final Prospectus and
any amendments thereof and supplements thereto as the Underwriters
may reasonably request. The Company will pay the expenses of
printing all documents relating to the offering.
(e) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as the
Underwriters may designate, will maintain such qualifications in
effect so long as required for the distribution of the Securities
and will arrange for the determination of the legality of the
Securities for purchase by institutional investors; provided,
however, that the Company will not be obligated to qualify to do
business as a foreign limited liability company in any state in
which it is not so qualified or to file a general consent to
service of process in any jurisdiction.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Underwriters, offer,
sell or contract to sell, or announce the offering of, any debt
securities or warrants to purchase debt securities covered by the
8
<PAGE>
Registration Statement or any other registration statement filed
by the Company under the Act.
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters' Securities
shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement filed prior
to the Closing Date (including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the accuracy of the
statements of the Company made in any certificates delivered to the
Underwriters pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened; and the Final Prospectus shall have been
filed or mailed for filing with the Commission not later than 5:00
PM, New York City time, on the business day following the date
hereof.
(b) The Company shall have furnished to the Underwriters the
opinion of Christopher A. Taravella, Esq., General Counsel for the
Company, dated the Closing Date, to the effect that:
(i) the Company has been duly organized and each of the
Subsidiaries has been duly organized (in the case of
Subsidiaries which are limited liability companies) or duly
incorporated (in the case of Subsidiaries which are
corporations) and the Company and each of its Subsidiaries
are validly existing as a limited liability company or a
corporation (as the case may be) in good standing under the
laws of the jurisdiction in which it is organized or
incorporated (as the case may be), which jurisdiction is set
forth in Schedule IV hereto, with full power and authority to
own its properties and conduct its business as described in
the Final Prospectus, and is duly qualified to do business as
a foreign limited liability company or corporation (as the
case may be) and is in good standing under the laws of each
jurisdiction which requires such qualification, except where
the failure to be so qualified would not materially affect
the financial condition, earnings, prospects, business or
properties of the Company and its consolidated subsidiaries
considered as one enterprise; and a duly authorized and
executed certificate of merger with respect to the Merger has
been duly filed with the Secretary of State of the State of
Michigan and the Merger has become effective under the laws
of the State of Michigan;
(ii) neither the Company nor any of the Subsidiaries is
in violation of any term or provision of (A) any articles of
organization or operating agreement (in the case of the
Company or Subsidiaries which are limited liability
companies) or any charter or by-law (in the case of
Subsidiaries which are corporations), (B) to the best
knowledge of such counsel, any franchise, license, permit,
judgment, decree or order, or (C) any applicable statute,
rule or regulation, which violation in any case referred to
in clause (A), (B) or (C) above, is material to the financial
9
<PAGE>
condition, earnings, prospects, business or properties of the
Company and its consolidated subsidiaries considered as one
enterprise;
(iii) to the best knowledge of such counsel, no default
exists and no event has occurred which with notice, lapse of
time, or both, would constitute a default in the due
performance and observance of any term, covenant or condition
of any agreement to which the Company or any of the
Subsidiaries is a party or by which it or any of them is
bound, which default is or would be material to the financial
condition, earnings, prospects, business or properties of the
Company and its consolidated subsidiaries considered as one
enterprise;
(iv) to the best knowledge of such counsel, there is no
pending or threatened action or suit or judicial, arbitral,
rule-making or other administrative or other proceeding
before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of the
Subsidiaries or which would affect in any material respect
the financial condition, earnings, prospects, business or
properties of the Company or any of the Subsidiaries, in any
such case which is of a character required to be disclosed in
the Registration Statement which is not adequately disclosed
in the Final Prospectus;
(v) this Agreement has been duly authorized, executed
and delivered by the Company, and the Indenture and any
Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company, and constitute legal,
valid and binding instruments enforceable against the Company
in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity);
the Indenture has been duly qualified under the Trust
Indenture Act, the Securities have been duly authorized and,
when executed and authenticated or countersigned in
accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, or by
the purchasers thereof, pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities, will
constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture;
(vi) the Registration Statement and any amendments
thereto have become effective under the Act; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement, as amended, has
been issued, no proceedings for that purpose have been
instituted or threatened, and the Registration Statement, the
Final Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue dates
(other than the financial statements and other financial and
statistical information contained therein, as to which such
counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act
and the rules thereunder;
10
<PAGE>
(vii) the Securities and the Indenture conform in all
material respects to the descriptions thereof contained in or
incorporated by reference into the Final Prospectus;
(viii) each document filed pursuant to the Exchange Act
and incorporated or deemed to be incorporated by reference in
the Final Prospectus complied when so filed as to form in all
material respects with the Exchange Act and the Exchange Act
Regulations;
(ix) the information in the Final Prospectus under the
captions "Description of Notes", "Description of Debt
Securities" and "Limitations on Issuance of Bearer Securities
and Bearer Warrants" to the extent that it constitutes
matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, has been reviewed by such
counsel and is correct in all material respects;
(x) no consent, approval, authorization, registration,
declaration or filing, or order of any court or government
authority or agency is required in connection with the
offering, issuance or sale of the Securities to the
Underwriters, except such as have been obtained or rendered,
as the case may be, or as may be required under the state
securities laws;
(xi) to the best of such counsel's knowledge, neither
the filing of the Registration Statement nor the offering of
the Securities as contemplated by this Agreement gives rise
to any rights, other than those which have been waived or
satisfied for or relating to the registration of any
securities of the Company;
(xii) the Company has all requisite power and authority,
has taken all requisite corporate action, and has received
and is in compliance with all governmental, judicial and
other authorizations, approvals and orders, necessary to
enter into this Agreement, the Indenture and any Delayed
Delivery Contracts, to carry out the provisions and
conditions of such agreements and the transactions
contemplated in such agreements, to issue and sell the
Securities in the manner contemplated herein and in the
Registration Statement and the Final Prospectus, except for
such approvals or authorizations as may be required under the
blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the
Underwriters;
(xiii) to such counsel's knowledge, there are no
contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments of the Company (or CFC) required
to be described or referred to in the Registration Statement
or to be filed as exhibits thereto other than those described
or referred to therein or filed or incorporated by reference
as exhibits thereto and the descriptions thereof or
references thereto are correct;
(xiv) neither the issue and sale of the Securities in
the manner contemplated herein and in the Registration
Statement and the Final Prospectus,
11
<PAGE>
nor the execution, delivery and performance by the Company of
this Agreement, the Indenture and any Delayed Delivery
Contracts, or the consummation of any other of the
transactions contemplated in such agreements will conflict
with, result in a breach of, or constitute a default under
the articles of incorporation or operating agreement (in the
case of the Company or Subsidiaries which are limited
liability companies) or charter or by-laws (in the case of
Subsidiaries which are corporations) or the terms of any
indenture or other agreement or instrument known to such
counsel and to which the Company or any of the Subsidiaries
is a party or by which it or any of them is bound, or any
statute applicable to the Company or any of the Subsidiaries
or any order, decree, rule or regulation known to such
counsel to be applicable to the Company or any of the
Subsidiaries of any court, regulatory body, administrative
agency, governmental body or arbitrator; and
(xv) neither the issue and sale of the Securities in the
manner contemplated herein and in the Final Prospectus nor
the execution, delivery and performance by the Company of
this Agreement and the Indenture nor the consummation of any
other of the transactions contemplated herein and therein,
will violate any banking, currency, exchange or other
provision of the laws of the United States applicable to the
Company or the Securities.
Such counsel shall state that nothing has come to the
attention of such counsel to cause such counsel to believe
that the Registration Statement or any amendment thereof
(other than the financial statements and other financial and
statistical information contained therein, as to which such
counsel need express no belief) at the time it became
effective and at the date of this Agreement contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Final
Prospectus, as amended or supplemented (other than the
financial statements and other financial and statistical
information contained therein, as to which such counsel need
express no belief), at the time the Final Prospectus or any
such amendment or supplement was issued or at the Closing
Date, included or includes an untrue statement of a material
fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of the laws of any
jurisdiction other than the State of Michigan or the United
States, to the extent such counsel deems proper and specifies
in such opinion, upon the opinion of other counsel of good
standing believed by such counsel to be reliable and who are
satisfactory to the Underwriters (provided that such counsel
states that the Underwriters are justified in relying upon
such specified opinion or opinions), and (B) as to matters of
fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and
public officials.
12
<PAGE>
(c) The Underwriters shall have received from Brown & Wood
LLP, counsel for the Underwriter, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the
Securities, this Agreement, the Indenture, any Delayed Delivery
Contracts, the Registration Statement, the Final Prospectus and
other related matters as the Underwriters may reasonably require,
and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the Underwriters a
certificate of the Company, signed by an executive officer of the
Company, dated the Closing Date, to the effect that the signers of
such certificate have carefully examined the Registration
Statement, the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects
on and as of the Closing Date with the same effect as if made
on the Closing Date and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) except as disclosed in the Final Prospectus, since
the date of the most recent financial statements included in
the Final Prospectus, there has been no material adverse
change in the condition, financial or otherwise or in the
earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, or
of Chrysler Corporation and its consolidated subsidiaries
considered as one enterprise, whether or not arising from
transactions in the ordinary course of business.
(e) Chrysler Corporation shall have furnished to the
Underwriters a certificate of Chrysler Corporation, signed by an
executive officer of Chrysler Corporation, dated the Closing Date,
to the effect that the signers of such certificate have examined
the disclosures contained in the Final Prospectus under the
headings "Information Concerning Chrysler Corporation" and (i)
such disclosures do not contain as of the date of such certificate
an untrue statement of a material fact and do not omit to state a
material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading and (ii) no event has occurred as of the date
of such certificate that would require such disclosures to be
amended or supplemented to comply with the Act or the rules
thereunder.
(f) At the time this Agreement is executed and at the Closing
Date, Deloitte & Touche LLP shall have furnished to the
Underwriters a letter or letters, dated respectively as of the
date of this Agreement and as of the Closing Date, in a form
heretofore agreed upon by the Underwriters and Deloitte & Touche
LLP.
13
<PAGE>
(g) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Final
Prospectus, there shall not have been (i) any changes in senior
term, subordinated term and other debt of the Company and its
Subsidiaries or capital stock of the Company or decreases in
shareholders' investment of the Company and its Subsidiaries or
decreases in total revenues or in total or per share amounts of
earnings before income taxes or of net earnings of the Company and
its Subsidiaries or (ii) any change, or any development involving
a prospective change, in or affecting the business or properties
of Chrysler Corporation and its consolidated subsidiaries
considered as one enterprise or the Company and its consolidated
subsidiaries considered as one enterprise and the effect of which,
in any case referred to in clause (i) or (ii) of this paragraph
(g), is, in the judgment of the Underwriters, so material and
adverse as to make it impractical or inadvisable to proceed with
the public offering or the delivery of the Securities as
contemplated by the Registration Statement and the Final
Prospectus.
(h) Prior to the Closing Date, the Company shall have
furnished to the Underwriters such further information,
certificates and documents as the Underwriters may reasonably
request.
(i) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities arranged
by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be cancelled at, or at any time prior to, the Closing Date by
the Underwriters. Notice of such cancellation shall be given to the Company
in writing or by telephone or telegraph confirmed in writing.
7. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
printing and filing of the Registration Statement and of each amendment
thereto, (ii) the printing or reproduction of this Agreement and the
Indenture, (iii) the printing or reproduction, preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, (iv) the
fees and disbursements of the Company's counsel and accountants, (v) the
qualification of the Securities under state securities laws, including filing
fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation
of any Blue Sky Survey and any Legal Investment Survey, (vi) the printing and
delivery to the Underwriters of copies of the Registration Statement as
originally filed and of each amendment thereto, of each preliminary
prospectus, and of the Final Prospectus and any amendments or supplements
thereto, (vii) the printing and delivery to the Underwriters of copies of any
Blue Sky Survey and any Legal Investment Survey, (viii) the fees and expenses
of the Trustee, including the fees and disbursements of counsel for the
Trustee in connection with the Indenture, (ix) any fees payable in connection
with the rating of the Securities, and (x) the fees and expenses, if any,
incurred in
14
<PAGE>
connection with the listing of the securities on the New York Stock Exchange
or any other national exchange.
If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by reason of a default
by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them, as such expenses are incurred, in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by
or on behalf of any Underwriter through the Underwriters specifically for use
in connection with the preparation thereof, and (ii) such indemnity with
respect to the Basic Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof if such
person did not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in the
Basic Prospectus or any Preliminary Final Prospectus was corrected in the
Final Prospectus (or the Final Prospectus as amended or supplemented). This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its managers, each of its officers who signs
the Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to
the Company by or on
15
<PAGE>
behalf of such Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth in [ ]
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the
foregoing indemnity.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to appoint
counsel satisfactory to such indemnified party to represent the indemnified
party in such action; provided, however, that if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election
so to appoint counsel to defend such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than
one separate counsel, approved by the Underwriters in the case of paragraph
(a) of this Section 8, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company on grounds of policy or
otherwise, the Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which the Company and one or more of the Underwriters may be subject in such
proportion so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount bears to the sum
of such discount and the purchase price of the Securities specified in
Schedule I hereto and the Company is responsible for the balance; provided,
however, that (y) in no case shall any Underwriter (except as may be provided
in the agreement among underwriters relating to the offering of the
16
<PAGE>
Securities) be responsible for any amount in excess of the underwriting
discount applicable to the Securities purchased by such Underwriter hereunder
and (z) no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls an Underwriter within the meaning
of the Act shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either the Act
or the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each manager of the Company shall have the same
rights to contribution as the Company, subject in each case to clause (y) of
this paragraph (d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such party or
parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the principal amount of securities set forth opposite their names in
Schedule II hereto bears to the aggregate principal amount of Securities set
forth opposite the names of all the remaining Underwriters) the Securities
that the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate principal
amount of Securities that the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company. In the event of a default by
any Underwriter as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as the Underwriters
shall determine in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Underwriters, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time
(i) trading in any of the Company's securities shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by Federal or New York
State authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the United States financial markets is such as to make it, in the judgment of
the Underwriters, impracticable to market the Securities.
17
<PAGE>
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company
or any of the officers, managers or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriters, will be mailed,
delivered or telegraphed and confirmed to them at [ ], attention of:
[ ]; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at 27777 Franklin Road, Southfield, Michigan 48034,
attention of: Secretary. No purchaser of any Securities from any Underwriter
or purchaser of any Contract Securities from the Company shall be deemed to
be a successor solely by reason of such purchase.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and managers and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
18
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
CHRYSLER FINANCIAL COMPANY L.L.C.
By:__________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
[NAME(S) of LEAD UNDERWRITERS]
BY: [ ]
For itself and the other Underwriters
named in Schedule II to the foregoing
Agreement.
By: _________________________
Name:
Title:
19
<PAGE>
SCHEDULE I
Underwriting Agreement dated [ ]
Registration Statement No(s). [ ]
Title, Purchase Price and Description of Securities:
Title: [ ]
Principal amount and currency: $[ ]
Purchase price and currency (include accrued
interest or amortization, if any): Price to Public: [ ]
Underwriting Discount: [ ]%
Accrued interest, if any, [date] to date of delivery
Sinking fund provisions: [ ]
Redemption provisions: [ ]
Closing Date and Location: [ ]
Sch I-1
<PAGE>
SCHEDULE II
Principal Amount
of Securities
Underwriters to be Purchased
------------ ----------------
[ ]........................................................
[ ]........................................................
[ ]........................................................
Total....................................................... $[ ]
Sch II-1
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
[Date]
[Name/address
of Lead Representative]
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Chrysler Financial
Company L.L.C. (the "Company"), and the Company agrees to sell to the
undersigned, on , 19 (the "Delivery Date"), aggregate principal amount of the
Company's (the "Securities"), to be issued under an indenture dated as of , ,
between the Company and , as trustee, as supplemented to the date hereof. The
Securities are offered by the Company's Prospectus dated , 19 , and related
Prospectus Supplement dated , 19 , receipt of a copy of which is hereby
acknowledged. The Securities are offered at a purchase price of % of the
principal amount thereof, plus accrued interest or amortization of original
issue discount, if any, thereon from , 19 , to the date of payment and
delivery, and on the further terms and conditions set forth in this contract.
Payment for the Securities to be purchased by the undersigned
shall be made on or before 11:00 AM, New York City time, on the Delivery Date
to or upon the order of the Company by certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in next-day
funds or, if such funds are not available, in any other method for value on
the next succeeding business day, at your office or at such other place as
shall be agreed between the Company and the undersigned, upon delivery to the
undersigned of the Securities in definitive fully registered form and in such
authorized denominations and registered in such names as the undersigned may
request by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date. If no request
is received, the Securities will be registered in the name of the undersigned
and issued in a denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date, and the obligation of the
Company to sell and deliver Securities on the Delivery Date, shall be subject
to the conditions (and neither party shall incur any liability by reason of
the failure thereof) that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not prohibited
under the laws of the jurisdiction to which the undersigned is subject, and
(2) the Company, on or before the Delivery Date, shall have sold to certain
underwriters (the "Underwriters") such principal amount of Securities as is
to be sold to them pursuant to the Underwriting Agreement referred to in the
Prospectus Supplement mentioned above. Promptly after completion of such sale
to the Underwriters, the Company will mail or deliver to the undersigned at
its address set forth below notice to such effect, accompanied by a copy of
the opinion of counsel for the Company delivered to the Underwriters in
connection therewith. The obligation of the undersigned to take delivery of
and
Sch III-1
<PAGE>
make payment for the Securities, and the obligation of the Company to
cause the Securities to be sold and delivered, shall not be affected by the
failure of any purchaser to take delivery of and make payment for the
Securities pursuant to other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and, without limiting
the foregoing, need not be on a first come, first served basis. If this
contract is acceptable to the Company, it is required that the Company sign
the form of acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This will become a
binding contract between the Company and the undersigned, as of the date
first above written, when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Very truly yours,
___________________________________
(Name of Purchaser)
By:________________________________
(Signature and Title of Officer)
___________________________________
(Address)
Accepted:
Chrysler Financial Company L.L.C.
By:______________________________
(Authorized Signature)
Sch III-2
<PAGE>
SCHEDULE IV
SUBSIDIARIES
OF
CHRYSLER FINANCIAL COMPANY L.L.C.
Sch IV-1
EXHIBIT 1.B
CHRYSLER FINANCIAL COMPANY L.L.C.
[Description of Securities]
FORM OF DISTRIBUTION AGREEMENT
[Date]
[Names of Agents]
[Addresses of Agents]
Dear Sirs:
Chrysler Financial Company L.L.C., a Michigan limited liability
company (the "Company"), confirms its agreement with [Names of Agents]
(collectively, the "Agents") with respect to the issue and sale by the
Company of its [Description of Securities] described herein (the "Notes").
The Notes are to be issued pursuant to an indenture dated as of February 15,
1988, as supplemented by a first supplemental indenture dated as of March 1,
1988, a second supplemental indenture dated as of September 7, 1990 and a
third supplemental indenture dated as of May 4, 1992, each between Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, which
has been succeeded by United States Trust Company of New York as successor
trustee (the "Trustee"), and a fourth supplemental indenture (the "Fourth
Supplemental Indenture") dated as of October 1, 1998, between the Company (as
successor to CFC) and the Trustee (such indenture as so supplemented and as
the same may be amended or supplemented or restated from time to time, the
"Indenture").
The Company and CFC merged on __________, 1998 (the "Merger") with
the Company being the surviving entity. Pursuant to the Merger, the Company
succeeded to all of the assets and liabilities of CFC (including the
outstanding Notes previously issued by CFC). Unless the context otherwise
requires, the term "Company" shall be deemed to include CFC as the
predecessor entity. As of the date hereof, the Company has authorized the
issuance and sale of up to $ (or its equivalent based on the applicable
exchange rate at the time of issuance, in such foreign currencies or units of
two or more currencies as the Company shall designate at the time of
issuance) aggregate initial offering price of Notes by the Company directly
or through the Agents pursuant to the terms of this Agreement (less $
aggregate initial offering price of Notes previously issued by CFC). It is
understood, however, that the Company may from time to time, pursuant to an
Officer's Certificate (as defined in the Indenture) delivered to the Trustee
pursuant to Section 301 of the Indenture (with an original copy thereof
delivered to the Agents), reduce the authorized aggregate initial offering
price of the Notes (but not below the aggregate initial offering price of
Notes previously issued under the Indenture) or authorize the issuance of
additional Notes and that such additional Notes may be distributed directly
by the Company or
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through or to the Agents pursuant to the terms of this Agreement, all as
though the issuance of such Notes were authorized as of the date hereof.
This Agreement provides both for the sale of Notes by the Company
through the Agents to investors, in which case the Agents will act as agents
of the Company in soliciting Note purchases, and (as may from time to time be
agreed to by the Company and the related Agent or Agents) to one or more
Agents as principal for resale to investors and other purchasers.
CFC filed with the Securities and Exchange Commission (the
"Commission") registration statements on Form S-3 (Nos. 33-[ ] and 333-[ ])
for the registration of debt securities under the Securities Act of 1933 (the
"1933 Act") and the offering thereof from time to time in accordance with
Rule 415 of the rules and regulations of the Commission under the 1933 Act
(the "1933 Act Regulations"). The Company has filed a post-effective
amendment (the "Post-Effective Amendment") to such registration statements
pursuant to Rule 414 of the 1933 Act Regulations ("Rule 414") expressly
adopting such statements as its own for all purposes of the 1933 Act and the
Securities Exchange Act of 1934 (the "1934 Act"). Such registration
statements have been declared effective by the Commission and the Indenture
has been qualified under the Trust Indenture Act of 1939 (the "1939 Act").
Such registration statements (and any further registration statements which
may be filed by the Company for the purposes of registering additional Notes
and in connection with which this Agreement is included or incorporated by
reference as an exhibit) and the prospectus constituting a part thereof, and
any prospectus supplements relating to the Notes, including all documents
incorporated therein by reference, as from time to time amended or
supplemented by the filing of documents pursuant to the 1934 Act or the 1933
Act or otherwise, are referred to herein collectively as the "Registration
Statements" and the "Prospectus", respectively, except that if any revised
prospectus shall be provided to the Agents by the Company for use in
connection with the offering of the Notes which is not required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and after the time
it is first provided to the Agents for such use.
SECTION 1. Appointment as Agents.
(a) Appointment of Agents. Subject to the terms and conditions
stated herein and subject to the reservation by the Company of the right to
sell Notes directly to investors on its own behalf, the Company hereby
appoints the Agents, except as otherwise provided in this Section 1(a), as
the exclusive agents for the purpose of soliciting purchases of the Notes
from the Company by others and agrees that, except as otherwise contemplated
herein, whenever the Company determines to sell Notes directly to one or more
Agents as principal for resale to others, it will enter into a Terms
Agreement (as hereafter defined) relating to each such sale in accordance
with the provisions of Section 3(b) hereof if requested by such Agent. The
Company agrees that, except as otherwise provided in this Section 1(a),
during the period the Agents are acting as the Company's agents hereunder,
the Company will not engage any other party to assist in the placement of the
Notes; provided, however, that so long as this Agreement shall be in effect
the Company may solicit offers to purchase Notes through any agent only by
amending this Agreement to appoint such agent an additional Agent hereunder
on the same terms and conditions as provided herein for the Agents and by
giving the Agents notice of such appointment as soon as practicable
thereafter. The Company may accept offers to purchase
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Notes through an agent other than an Agent, provided, that (i) the Company
shall not have solicited such offers, (ii) the Company and such agent shall
have executed an agreement with respect to each such purchase having terms
and conditions (including, without limitation, commission rates) with respect
to such purchases substantially the same as the terms and conditions that
would apply to such purchases under this Agreement if such agent was an Agent
(which may be accomplished by incorporating by reference in such agreement
the terms and conditions of this Agreement) and (iii) the Company shall
promptly notify the Agents of the execution of any such agreement and shall
provide the Agents with a copy of such agreement promptly following the
execution thereof.
(b) Reasonable Efforts Solicitations; Right to Reject Offers. On
the basis of the representations and warranties set forth herein, but subject
to the terms and conditions set forth herein, each Agent agrees to use its
reasonable efforts to solicit offers to purchase Notes from the Company upon
the terms set forth in the Prospectus, as amended or supplemented from time
to time during the term of this Agreement, it being understood that the
Company shall not approve the solicitation of purchases of Notes in excess of
the amount which shall be authorized by the Company from time to time or in
excess of the initial offering price of Notes registered pursuant to the
Registration Statements. The Agents will have no responsibility for
maintaining records with respect to the aggregate initial offering price of
Notes sold, or of otherwise monitoring the availability of Notes for sale
under the Registration Statements. Each Agent will communicate to the
Company, orally or in writing, each offer to purchase Notes, other than those
offers rejected by such Agent. Each Agent shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes, as
a whole or in part, and any such rejection shall not be deemed a breach of
the Agent's agreement contained herein. The Company may accept or reject any
proposed purchase of the Notes, in whole or in part.
(c) Solicitations as Agents; Purchases as Principals. In
soliciting purchases of the Notes on behalf of the Company, unless otherwise
specified pursuant to the terms hereof, each Agent shall act solely as agent
for the Company and not as principal. Each Agent shall make reasonable
efforts to assist the Company in obtaining performance by each purchaser
whose offer to purchase Notes has been solicited by such Agent and accepted
by the Company. No Agent shall have any liability to the Company in the event
any such purchase is not consummated for any reason. No Agent shall have any
obligation to purchase Notes from the Company as principal, but may agree
from time to time to purchase Notes as principal. Any such purchase of Notes
by an Agent as principal shall be made pursuant to a Terms Agreement in
accordance with Section 3(b) hereof if requested by such Agent.
(d) Reliance. The Company and the Agents agree that any Notes the
placement of which the Agents arrange shall be placed by the Agents, and any
Notes purchased by the Agents shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the Company
contained herein and on the terms and conditions and in the manner provided
herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to each Agent as of the
date hereof, as of the date of each acceptance by the Company of an offer for
the purchase of Notes (whether through the Agents as agents or to one or more
Agents as principal), as of the date of each delivery of Notes (whether
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through the Agents as agents or to one or more Agents as principal) (the date
of each such delivery to one or more Agents as principal being hereafter
referred to as a "Settlement Date"), and as of any time that the Registration
Statements or the Prospectus shall be amended or supplemented (other than by
an amendment or supplement providing solely for the establishment of or a
change in, the interest rates, maturity or price of Notes or similar changes)
or there is filed with the Commission any document incorporated by reference
into the Prospectus (other than any Current Report on Form 8-K relating
exclusively to the issuance of debt securities under the Registration
Statements other than the Notes) (each of the times referenced above being
referred to herein as a "Representation Date") as follows:
(i) Due Organization and Qualification. The Company has been
duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Michigan
with full power and authority to own, lease and operate its
properties and to conduct its business as described in the
Prospectus; and the Company is duly qualified as a foreign limited
liability company to transact business and is in good standing in
each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct
of business, except where the failure to so qualify and be in good
standing would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise.
(ii) Subsidiaries. Each subsidiary of the Company which is
set forth in Schedule B hereto (each, a "Significant Subsidiary")
has been duly incorporated (in the case of subsidiaries which are
corporations) or duly organized (in the case of subsidiaries which
are limited liability companies) and is validly existing and in
good standing under the laws of the jurisdiction of its
incorporation or organization (as the case may be), has full power
and authority to own, lease and operate its properties and conduct
its business as described in the Prospectus and is duly qualified
as a foreign corporation or limited liability company (as the case
may be) to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify and be in good
standing would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise; and all of the issued and
outstanding capital stock of each Significant Subsidiary which is
a corporation, and all of the issued and outstanding membership
interests of each Significant Subsidiary which is a limited
liability company, has been duly authorized and validly issued, is
fully paid and non-assessable and, except for directors'
qualifying shares, is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.
(iii) Registration Statements and Prospectus. The Company
meets the requirements for use of Form S-3 and, at the time each
of the Registration Statements and the Post-Effective Amendment
thereto became effective, each Registration Statement complied,
and as of the applicable Representation Date will comply, in all
material respects with the applicable requirements of the 1933 Act
and the 1933 Act Regulations
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and the 1939 Act and the rules and regulations of the Commission
promulgated thereunder. Each of the Registration Statements, at
the time it and the Post-Effective Amendment thereto became
effective, did not, and at each time thereafter at which any
amendment to the Registration Statements becomes effective or any
Annual Report on Form 10-K is filed by the Company with the
Commission and as of the applicable Representation Date, will not,
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading. The Prospectus, as of the
date hereof does not, and as of the applicable Representation Date
will not, contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in
or omissions from the Registration Statements or Prospectus made
in reliance upon and in conformity with information furnished to
the Company in writing by the Agents expressly for use in the
Registration Statements or Prospectus or to those parts of the
Registration Statements which constitute the Statements of
Eligibility and Qualification under the 1939 Act on Form T-1.
(iv) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were filed with the
Commission, complied in all material respects with the
requirements of the 1934 Act and the rules and regulations
promulgated thereunder (the "1934 Act Regulations"), and, when
read together and with the other information in or incorporated by
reference in the Prospectus, did not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
(v) Accountants. The accountants who certified the financial
statements included or incorporated by reference in the Prospectus
are independent public accountants within the meaning of the 1933
Act and the 1933 Act Regulations.
(vi) Financial Statements. The financial statements and any
supporting schedules of the Company and its consolidated
subsidiaries included or incorporated by reference in the
Registration Statements and the Prospectus present fairly the
consolidated financial position of the Company and its
consolidated subsidiaries as of the dates indicated and the
consolidated results of their operations for the periods
specified; and, except as stated therein, said financial
statements have been prepared in conformity with generally
accepted accounting principles in the United States applied on a
consistent basis; and any supporting schedules included or
incorporated by reference in the Registration Statements present
fairly the information required to be stated therein.
(vii) Authorization and Validity of this Agreement, the
Indenture and the Notes. This Agreement has been duly authorized,
executed and delivered by the Company and, upon execution and
delivery by the Agent, will be a valid and legally binding
agreement of the Company; the Indenture has been duly authorized,
executed and delivered by the Company and, assuming it has been
duly and validly authorized, executed and delivered by the
Trustee, constitutes a valid and legally binding obligation
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of the Company enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting
enforcement of creditors' rights generally or by general equity
principles; the Notes have been duly and validly authorized for
issuance, offer and sale pursuant to this Agreement and, when
issued, authenticated and delivered pursuant to the provisions of
this Agreement and the Indenture against payment of the
consideration therefor specified in the Prospectus or agreed upon
pursuant to the provisions of this Agreement, the Notes will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of
creditors' rights generally or by general equity principles; the
Notes and the Indenture will be substantially in the form
heretofore delivered to the Agent and conform in all material
respects to all statements relating thereto contained in the
Prospectus; and each holder of Notes will be entitled to the
benefits of the Indenture.
(viii) Material Changes or Material Transactions. Since the
respective dates as of which information is given in the
Registration Statements and the Prospectus, except as otherwise
stated therein, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business and (B) there have been no
material transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business.
(ix) No Defaults; Compliance with Laws; Regulatory
Approvals. The Company is not in violation of its articles of
organization or operating agreement or in default in the
performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company is
a party or by which it may be bound, or to which any of the
property or assets of the Company is subject, which violation or
default would materially adversely affect the business or
financial condition of the Company and its subsidiaries considered
as one enterprise; and the execution, delivery and performance of
this Agreement, any Terms Agreement and the Indenture and the
consummation of the transactions contemplated herein and therein
will not conflict with, or constitute a breach of, or default
under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant
to, any material contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Company is a party or
by which it may be bound, or to which any of the property or
assets of the Company is subject, nor will such action result in
any violation of the provisions of the articles of organization,
operating agreement or other organizational documents of the
Company or, to the best knowledge of the Company, any law,
administrative regulation or administrative or court decree, and
no consent, approval, authorization, order or decree of any court
or governmental agency or body of the United States is required
for the consummation by the Company of the transactions
contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as may be required under the 1933 Act or
the 1933 Act Regulations or the 1939 Act or the 1939 Act
Regulations or as may be required by state securities or Blue Sky
laws.
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(x) Legal Proceedings; Contracts. There is no action, suit
or proceeding before or by any court or governmental agency or
body, domestic or foreign, now pending, or, to the knowledge of
the Company, threatened, against the Company (or CFC) or any of
its subsidiaries which is required to be disclosed in the
Prospectus; all pending legal or governmental proceedings to which
the Company or any of its subsidiaries is a party or of which any
of their respective property or assets is the subject which are
not described in the Prospectus, including ordinary routine
litigation incidental to its business, are, considered in the
aggregate, not material; and there are no contracts or documents
of the Company (or CFC) or any of its subsidiaries which are
required to be filed as exhibits to the Registration Statements by
the 1933 Act or by the 1933 Act Regulations which have not been so
filed.
(xi) Licenses. The Company owns or possesses or has obtained
all material governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to lease or own, as
the case may be, and to operate its properties and to carry on its
business as presently conducted where its ownership or lease of
substantial properties or the conduct of its business requires
such ownership or possession or the obtaining of such governmental
licenses, permits, consents, orders, approvals and other
authorizations and where the failure to do so would materially
adversely affect the business or financial condition of the
Company and its subsidiaries considered as one enterprise.
(xii) Business with Cuba. The Company has complied with all
applicable provisions of Florida H.B. 1771, Section 1, Chapter
92-198 of the Florida Securities and Investors Act, and all
regulations thereunder relating to issuers doing business with
Cuba.
(xiii) Ratings. The Medium-Term Note Program under which the
Notes are issued (the "Program"), as well as the Notes, are rated
"A2" by Moody's Investors Service, Inc. and "A" by Standard &
Poor's Ratings Services, or such other rating as to which the
Company shall have most recently notified the Agents pursuant to
Section 4(a) hereof.
(b) Additional Certifications. Any certificate signed by any
director or officer of the Company and delivered to the Agents or to counsel
to the Agents in connection with an offering of Notes or the sale of Notes to
one or more of the Agents as principal shall be deemed a representation and
warranty by the Company to the Agents as to the matters covered thereby on
the date of such certificate and at each Representation Date subsequent
thereto.
SECTION 3. Solicitations as Agents; Purchases as Principals.
(a) Solicitations as Agents. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein
set forth, the Agents agree, when acting as agents of the Company, to use
their reasonable efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth herein and in the Prospectus.
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The Company reserves the right, in its sole discretion,
to suspend solicitation of purchases of the Notes through the
Agents, as agents, commencing at any time for any period of time
or permanently. Upon receipt of instructions from the Company, the
Agents will forthwith suspend solicitation of purchases from the
Company until such time as the Company has advised the Agents that
such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in
the form of a discount or otherwise as agreed to by the Company
and the Agents, equal to the applicable percentage of the
principal amount of each Note sold by the Company as a result of a
solicitation made by such Agent as set forth in Schedule A hereto;
provided, however, that the Company shall only be obligated to pay
one such fee with respect to any particular Note so sold.
The purchase price, interest rate, maturity date and
other terms of the Notes shall be agreed upon by the Company and
the Agents and set forth in a pricing supplement to the Prospectus
to be prepared following each acceptance by the Company of an
offer for the purchase of Notes. Except as may be otherwise
provided in such supplement to the Prospectus, the Notes will be
issued in denominations of $1,000 and integral multiples thereof.
All Notes sold through the Agents as agents will be sold at 100%
of their principal amount unless otherwise agreed to by the
Company and the Agents.
(b) Purchases as Principals. Each sale of Notes to one or more
Agents as principal shall be made in accordance with the terms contained
herein and, if requested by such Agent, pursuant to a separate agreement
which will provide for the sale of such Notes to, and the purchase and
reoffering thereof by, such Agent or Agents. Each such separate agreement
(which may be an oral agreement) between one or more Agents and the Company
is herein referred to as a "Terms Agreement". Unless the context otherwise
requires, each reference contained herein to "this Agreement" shall be deemed
to include any Terms Agreement between the Company and one or more Agents.
Each such Terms Agreement, whether oral or in writing, shall be with respect
to such information (as applicable) as is specified in Exhibit A hereto. An
Agent's commitment to purchase Notes as principal pursuant to any Terms
Agreement or otherwise shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Notes to be purchased by each Agent
pursuant thereto, the price to be paid to the Company for such Notes (which,
if not so specified in a Terms Agreement, shall be at a discount equivalent
to the applicable commission set forth in Schedule A hereto), the time and
place of delivery of and payment for such Notes, any provisions relating to
rights of, and default by, purchasers acting together with the Agents in the
reoffering of the Notes, and such other provisions (including further terms
of the Notes) as may be mutually agreed upon. The Agents may utilize a
selling or dealer group in connection with the resale of the Notes purchased
and may reallow any portion of the discount they receive from the Company to
such seller or dealer group. Such Terms Agreement shall also specify whether
or not any of the officer's certificate, opinions of counsel or comfort
letter specified in Sections 7(b), 7(c) and 7(d) hereof shall be required to
be delivered by the Company on the related Settlement Date.
(c) Administrative Procedures. Administrative procedures with
respect to the sale of Notes shall be agreed upon from time to time by the
Agents and the Company (the
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"Procedures"). Each Agent and the Company agree to perform the respective
duties and obligations specifically provided to be performed by them in the
Procedures.
(d) Delivery of Closing Documents. The documents required to be
delivered by Section 5 hereof shall be delivered at the office of Brown &
Wood LLP, One World Trade Center, New York, New York 10048 on the date
hereof, or at such other time or place as the Agents and the Company may
agree.
SECTION 4. Covenants of the Company.
The Company covenants with the Agents as follows:
(a) Notice of Certain Events. The Company will immediately notify
(i) the Agents of the effectiveness of any amendment to any of the
Registration Statements, (ii) the related Agent or Agents of the transmittal
to the Commission for filing of any supplement to the Prospectus (other than
an amendment or supplement which relates exclusively to an offering of debt
securities under the Registration Statements other than the Notes) or any
document to be filed pursuant to the 1934 Act which will be incorporated by
reference in the Prospectus (other than any Current Report on Form 8-K
relating exclusively to an offering of debt securities under the Registration
Statements other than the Notes), (iii) the Agents of the receipt of any
comments from the Commission with respect to the Registration Statements or
the Prospectus, (iv) the Agents of any request by the Commission for any
amendment to the Registration Statements or any amendment or supplement to
the Prospectus (other than an amendment or supplement which relates
exclusively to an offering of debt securities under the Registration
Statements other than the Notes) or for additional information and (v) the
Agents of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statements or the initiation of any
proceedings for that purpose. The Company will make every reasonable effort
to prevent the issuance of any stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible moment.
(b) Notice of Certain Proposed Filings. Except as otherwise
provided in subsection (l) of this Section, the Company will give the Agents
notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Notes, any amendment
to any of the Registration Statements or any amendment or supplement to the
Prospectus (other than an amendment or supplement providing solely for the
establishment of or change in, the interest rates, maturity or price of Notes
or other similar changes or an amendment or supplement which relates
exclusively to an offering of debt securities under the Registration
Statements other than the Notes) whether by the filing of documents pursuant
to the 1934 Act (other than any Current Report on Form 8-K relating
exclusively to the issuance of debt securities under the Registration
Statements other than the Notes), the 1933 Act or otherwise, and will furnish
the Agents with copies of any such amendment or supplement or other documents
proposed to be filed or prepared a reasonable time in advance of such
proposed filing or preparation, as the case may be, and will not file any
such amendment or supplement in a form to which the Agents or counsel to the
Agents shall reasonably object.
(c) Copies of the Registration Statements and the Prospectus. The
Company will deliver to the Agents as many signed and conformed copies of the
Registration Statements (as
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originally filed) and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated by
reference in the Prospectus) as the Agents may reasonably request. The
Company will furnish to each Agent as many copies of the Prospectus, as
amended or supplemented (other than an amendment or supplement which relates
exclusively to an offering of debt securities under the Registration
Statements other than the Notes), as such Agent shall reasonably request so
long as such Agent is required to deliver a Prospectus in connection with
sales or solicitations of offers to purchase the Notes.
(d) Preparation of Pricing Supplements. The Company will prepare,
with respect to any Notes to be sold through or to the Agents pursuant to
this Agreement, a Pricing Supplement with respect to such Notes in a form
previously approved by the Agents and will file such Pricing Supplement
pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of
business of the Commission on the fifth business day after the date on which
such Pricing Supplement is first used.
(e) Revisions of Prospectus - Material Changes. Except as
otherwise provided in subsection (1) of this Section, if at any time during
the term of this Agreement any event shall occur or condition exist as a
result of which it is necessary, in the reasonable opinion of counsel to the
Agents or counsel for the Company, to further amend or supplement the
Prospectus in order that the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary in order to
make the statements therein not misleading in the light of the circumstances
existing at the time the Prospectus is delivered to a purchaser, or if it
shall be necessary, in the reasonable opinion of either such counsel, to
amend or supplement the Registration Statements or the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations,
immediate notice shall be given, and confirmed in writing, to the Agents to
cease the solicitation of offers to purchase the Notes in the Agents'
capacity as agents and to cease sales of any Notes the Agents may then own as
principal pursuant to a Terms Agreement, and the Company will promptly
prepare and file with the Commission such amendment or supplement, whether by
filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may
be necessary to correct such untrue statement or omission or to make the
Registration Statements and Prospectus comply with such requirements.
(f) Prospectus Revisions - Periodic Financial Information. Except
as otherwise provided in subsection (1) of this Section, on or prior to the
date on which there shall be released to the general public interim financial
statement information related to the Company with respect to each of the
first three quarters of any fiscal year or preliminary financial statement
information with respect to any fiscal year, the Company shall furnish such
information to the Agents, confirmed in writing, and shall cause the
Registration Statements and the Prospectus to be amended or supplemented,
whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or
otherwise, to include or incorporate by reference financial information with
respect thereto and corresponding information for the comparable period of
the preceding fiscal year, as well as such other information and explanations
as shall be necessary for an understanding thereof or as shall be required by
the 1933 Act or the 1933 Act Regulations.
(g) Prospectus Revisions - Audited Financial Information. Except
as otherwise provided in subsection (1) of this Section, on or prior to the
date on which there shall be released to the general public financial
information included in or derived from the audited financial
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statements of the Company for the preceding fiscal year, the Company shall
cause the Registration Statements and the Prospectus to be amended, whether
by the filing of documents pursuant to the 1934 Act, the 1933 Act or
otherwise, to include or incorporate by reference such audited financial
statements and the report or reports, and consent or consents to such
inclusion or incorporation by reference, of the independent accountants with
respect thereto, as well as such other information and explanations as shall
be necessary for an understanding of such financial statements or as shall be
required by the 1933 Act or the 1933 Act Regulations.
(h) Earnings Statements. The Company, by applying the provisions
of Rule 158 under the 1933 Act, will make generally available to its security
holders as soon as practicable, but not later than 90 days after the close of
the period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering each twelve month period
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in such Rule 158) of
the Registration Statements with respect to each sale of Notes.
(i) Blue Sky Qualifications. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as the Agents may designate, and will maintain such
qualifications in effect for as long as may be required for the distribution
of the Notes; provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified. The Company
will file such statements and reports as may be required by the laws of each
jurisdiction in which the Notes have been qualified as above provided. The
Company will promptly advise the Agents of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Notes
for sale in any such state or jurisdiction or the initiating or threatening
of any proceeding for such purpose.
(j) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all documents required to be filed with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act. Such documents will comply in all
material respects with the requirements of the 1934 Act and the 1934 Act
Regulations and to the extent such documents are incorporated by reference in
the Prospectus, when read together with the other information in or
incorporated by reference into the Prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they are made, not misleading.
(k) Stand-Off Agreement. If specified by the Agents in writing in
connection with a purchase by them of Notes, between the date of any Terms
Agreement and the Settlement Date with respect to such Terms Agreement, the
Company will not, without the prior written consent of each Agent party to
such Terms Agreement, directly or indirectly, sell, offer to sell, contract
to sell or otherwise dispose of, or announce the offering of, any debt
securities denominated in the same currency as the Notes to be purchased
pursuant to such Terms Agreement, or any security exchangeable into such debt
securities (other than the Notes that are to be sold pursuant to such Terms
Agreement and securities sold in any Euromarket financing and commercial
paper in the ordinary course of business).
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(l) Suspension of Certain Obligations. The Company shall not be
required to comply with the provisions of subsections (a), (b), (c), (e), (f)
or (g) of this Section or the provisions of Section 7 hereof during any
period from the time (i) the Agents shall have received written notification
from the Company to suspend solicitation of purchases of the Notes in their
capacity as agents and (ii) no Agent shall then hold any Notes as principal
purchased pursuant to a Terms Agreement, until the time the Company shall
determine that solicitation of purchases of the Notes should be resumed or an
Agent shall subsequently purchase Notes from the Company as principal.
(m) Use of Proceeds. The net proceeds from the sale of Notes will
be used by the Company as described in the Prospectus.
SECTION 5. Conditions of Obligations.
The obligations of the Agents to solicit offers to purchase the
Notes as agents of the Company, the obligations of any purchasers of the
Notes sold through the Agents as agents, and any obligation of the Agents
to purchase Notes as principals pursuant to a Terms Agreement or otherwise
will be subject to the accuracy of the representations and warranties on
the part of the Company herein contained and to the accuracy of the
statements of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance and observance by the
Company of all its covenants and agreements herein contained and to the
following additional conditions precedent:
(a) Legal Opinions. On the date hereof, the Agents shall have
received the following legal opinions, dated as of the date hereof and in
form and substance satisfactory to the Agents and their counsel:
(1) Opinion of Company Counsel. The opinion of Christopher
A. Taravella, Esq., counsel to the Company, or other counsel
satisfactory to the Agents, to the effect that:
(i) The Company has been duly organized and is validly
existing as a limited liability company in good standing
under the laws of the State of Michigan.
(ii) The Company has full power and authority to own,
lease and operate its properties and to conduct its business
as described in the Prospectus. A duly authorized and
executed certificate of merger with respect to the merger of
CFC with and into the Company (the "Merger") has been duly
filed with the Secretary of State of the State of Michigan
and the Merger has become effective under the laws of the
State of Michigan
(iii) To the best of such counsel's knowledge, the
Company is duly qualified as a foreign limited liability
company to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify
and be in good standing would not have a material adverse
effect on the condition, financial or otherwise, or the
earnings, business
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affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.
(iv) Each Significant Subsidiary of the Company has been
duly organized and is validly existing and in good standing
under the laws of the jurisdiction of its incorporation or
organization (as the case may be) has full power and
authority to own, lease and operate its properties and
conduct its business as described in the Registration
Statements, and is duly qualified as a foreign corporation or
limited liability company (as the case may be), to transact
business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of
business, except where the failure to so qualify and be in
good standing would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.
(v) This Agreement and any applicable Terms Agreement
have each been duly and validly authorized, executed and
delivered by the Company.
(vi) The Indenture has been duly and validly authorized,
executed and delivered by the Company and (assuming the
Indenture has been duly authorized, executed and delivered by
the Trustee) constitutes a legal, valid and binding agreement
of the Company, enforceable in accordance with its terms,
subject to: (w) bankruptcy, insolvency, reorganization,
moratorium, receivership, fraudulent conveyance, or other
similar laws now or hereafter in effect relating to
creditors' rights and remedies; (x) general principles of
equity regardless of whether applied in a proceeding in
equity or at law; (y) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought; and (z)
the effect of law or applicable public policy on any
provisions relating to indemnification of the Trustee.
(vii) The Notes, in the form(s) certified by the Company
as of the date hereof, have been duly authorized for
issuance, offer and sale pursuant to this Agreement and, when
issued, authenticated and delivered pursuant to the
provisions of this Agreement and the Indenture against
payment of the consideration therefor, will constitute valid
and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to (x) bankruptcy,
insolvency, reorganization, moratorium, receivership,
fraudulent conveyance, or similar other laws now or hereafter
in effect relating to creditors' rights and remedies; (y)
general principles of equity regardless of whether applied in
a proceeding in equity or at law; and (z) the remedy of
specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding
therefor may be brought; and each holder of Notes will be
entitled to the benefits of the Indenture.
(viii) The Indenture is qualified under the 1939 Act.
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(ix) Each of the Registration Statements and the
Post-Effective Amendment thereto is effective under the 1933
Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of either of the
Registration Statements has been issued under the 1933 Act or
proceedings therefor initiated or threatened by the
Commission. Pursuant to Rule 414, the Registration Statements
shall be deemed the registration statements of the Company
for the purpose of continuing the offering provided therein.
(x) At the time each of the Registration Statements and
the Post-Effective Amendment thereto became effective, each
Registration Statement (other than the financial statements
and other financial and statistical data included or
incorporated by reference therein and the Statement of
Eligibility and Qualification on Form T-1 filed as an exhibit
thereto, as to which no opinion need be rendered) complied as
to form in all material respects with the requirements of the
1933 Act, the 1939 Act and the regulations under each of
those Acts.
(xi) Each document filed pursuant to the 1934 Act and
incorporated by reference in the Prospectus complied when
filed as to form in all material respects with the 1934 Act
and the 1934 Act Regulations.
(xii) The information in the Prospectus under the
captions "Description of Notes", "Certain United States
Federal Income Tax Considerations", "Description of Debt
Securities" and "Limitations on Issuance of Bearer Securities
and Bearer Warrants" has been reviewed by such counsel and is
correct in all material respects and, insofar as they purport
to summarize certain provisions of documents specifically
referred to therein, are accurate summaries of such
provisions.
(xiii) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending or
threatened which are required to be disclosed in the
Prospectus, other than those disclosed therein, and all
pending legal or governmental proceedings to which the
Company or any subsidiary of the Company is a party or of
which any of their property is the subject which are not
described in the Registration Statements, including ordinary
routine litigation incidental to the business of the Company
or any such subsidiary, are, considered in the aggregate, not
material to the financial condition, earnings, prospects,
business, or properties of the Company and its subsidiaries
taken as a whole.
(xiv) To the best of such counsel's knowledge, neither
the Company nor any of its Significant Subsidiaries is in
violation of its articles of organization, operating
agreement or other organizational documents or in default in
the performance or observance of any material obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note or lease to which
it is a party or by which it or any of them or their
properties may be bound. The execution and delivery of this
Agreement or of the Indenture, or the consummation by the
Company of the transactions contemplated herein and therein
have been duly authorized by all necessary corporate action
and will not
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conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
of its subsidiaries pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument
known to such counsel and to which the Company or any such
subsidiary is a party or by which it or any of them may be
bound or to which any of the property or assets of the
Company or any such subsidiary is subject, or any law,
administrative regulation or administrative or court decree
known to such counsel to be applicable to the Company of any
court or governmental agency, authority or body or any
arbitrator having jurisdiction over the Company; nor will
such action result in any violation of the provisions of the
articles of organization, operating agreement or any other
organizational documents of the Company.
(xv) To the best of such counsel's knowledge, there are
no contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments or documents required to be
described or referred to in the Registration Statements or to
be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as
exhibits thereto, the descriptions thereof or references
thereto are correct, and no default exists in the due
performance or observance of any material obligation,
agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other
instrument so described, referred to, filed or incorporated
by reference.
(xvi) No consent, approval, authorization, order or
decree of any court or governmental agency or body (including
the Commission) is required for the consummation by the
Company of the transactions contemplated by this Agreement or
in connection with the sale of Notes hereunder, except such
as have been obtained or rendered, as the case may be, or as
may be required under the state securities laws.
(2) Opinion of Counsel to the Agents. The opinion of Brown &
Wood LLP, counsel to the Agents, covering the matters referred to
in subparagraph (1) under the subheadings (i) and (v) through
(ix), inclusive, above.
(3) In giving their opinions required by subsection (a)(1)
and (a)(2) of this Section, Christopher A. Taravella, Esq. and
Brown & Wood LLP shall each additionally state that they do not
believe that the Registration Statements, at the time they became
effective, and if an amendment to the Registration Statements or
an Annual Report on Form 10-K has been filed by the Company with
the Commission subsequent to the effectiveness of the Registration
Statements and prior to the date of such statement, then at the
time such amendment became effective or at the time of the most
recent such filing (to the extent deemed to be incorporated by
reference in the Registration Statements and Prospectus), and at
the date hereof, or (if such opinion is being delivered in
connection with a Terms Agreement pursuant to Section 7(c) hereof)
at the date of any Terms Agreement and at the Settlement Date with
respect thereto, as the case may be, contain or contained an
untrue statement of a material fact or omits or omitted to state a
material fact required to be stated therein or necessary in order
to make the statements therein not
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misleading or that the Prospectus, as amended or supplemented at
the date hereof, or (if such opinion is being delivered in
connection with a Terms Agreement pursuant to Section 7(c) hereof)
at the date of any Terms Agreement and at the Settlement Date with
respect thereto, as the case may be, contains or contained an
untrue statement of a material fact or omits or omitted to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. Such counsel may state that they express no view as to
the financial statements and other financial data included or
incorporated by reference in such Registration Statements or
Prospectus or as to the Statement of Eligibility and Qualification
on Form T-1 filed as an exhibit to the Registration Statements.
(b) Officers' Certificate. At the date hereof the Agents shall
have received (i) a certificate of either the President or the Vice President
and the chief financial officer of the Company or any other Vice President
and the treasurer or chief accounting officer of the Company, dated as of the
date hereof, to the effect that (A) since the respective dates as of which
information is given in the Registration Statements and the Prospectus or
since the date of any Terms Agreement, there has not been any material
adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries,
considered as one enterprise, whether or not arising in the ordinary course
of business, (B) the other representations and warranties of the Company
contained in Section 2 hereof are true and correct with the same force and
effect as though expressly made at and as of the date of such certificate,
(C) the Company has performed or complied with all agreements and satisfied
all conditions on its part to be performed or satisfied at or prior to the
date of such certificate, and (D) no stop order suspending the effectiveness
of any of the Registration Statements has been issued and, to their
knowledge, no proceedings for that purpose have been initiated or threatened
by the Commission and (ii) a certificate of Chrysler Corporation signed by an
executive officer of Chrysler Corporation to the effect that (A) the signers
of such certificate have examined the disclosures contained under the heading
"Information Concerning Chrysler Corporation" in the Prospectus and in the
supplement thereto relating to the Notes and (B) such disclosures do not
contain as of the date of such certificate an untrue statement of a material
fact and do not omit to state a material fact necessary in order to make the
statements made therein, in the light of circumstances under which they were
made, not misleading and (C) no event has occurred as of the date of such
certificate that would require such disclosures to be amended or supplemented
to comply with the 1933 Act or the 1933 Act Regulations.
(c) Comfort Letter. On the date hereof, the Agents shall have
received a letter from Deloitte & Touche LLP, dated as of the date hereof and
in form and substance previously agreed to by the Company and the Agents.
(d) Other Documents. On the date hereof and on each Settlement
Date with respect to any Terms Agreement, counsel to the Agents shall have
been furnished with such documents and opinions as such counsel may
reasonably require for the purpose of enabling such counsel to pass upon the
issuance and sale of Notes as herein contemplated and related proceedings, or
in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of Notes as herein contemplated shall be satisfactory
in form and substance to the Agents and to counsel to the Agents.
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(e) If any condition specified in this Section 5 shall not have
been fulfilled when and as required to be fulfilled, this Agreement (or, at
the option of the Agents, any Terms Agreement) may be terminated by the
Agents by notice to the Company at any time and any such termination shall be
without liability of any party to any other party, except that the covenant
regarding provision of an earnings statement set forth in Section 4(h)
hereof, the provisions concerning payment of expenses under Section 10
hereof, the indemnity and contribution agreements set forth in Sections 8 and
9 hereof, the provisions concerning the representations, warranties and
agreements to survive delivery set forth in Section 11 hereof and the
provisions set forth under "Parties" of Section 15 hereof shall remain in
effect.
SECTION 6. Delivery of and Payment for Notes Sold through the Agents.
Delivery of Notes sold through an Agent as agent shall be made by
the Company to such Agent for the account of any purchaser only against
payment therefor in immediately available funds. In the event that a
purchaser shall fail either to accept delivery of or to make payment for a
Note on the date fixed for settlement, the Agent shall promptly notify the
Company and deliver the Note to the Company, and, if the Agent has
theretofore paid the Company for such Note, the Company will promptly return
such funds to the Agent. If such failure occurred for any reason other than
default by the Agent in the performance of its obligations hereunder, the
Company will reimburse such Agent on an equitable basis for its reasonable
loss of the use of the funds for the period such funds were credited to the
Company's account.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with the Agents that:
(a) Reaffirmation of Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes, and each delivery of
Notes to one or more Agents pursuant to a Terms Agreement, shall be deemed to
be an affirmation that the representations and warranties of the Company
contained in this Agreement and in any certificate theretofore delivered to
the Agents pursuant hereto are true and correct at the time of such
acceptance or sale, as the case may be, and an undertaking that such
representations and warranties will be true and correct at the time of
delivery to the purchaser or its agent, or to the Agent or Agents, of the
Note or Notes relating to such acceptance or sale, as the case may be, as
though made at and as of each such time (and it is understood that such
representations and warranties shall relate to the Registration Statements
and Prospectus as amended and supplemented to each such time).
(b) Subsequent Delivery of Certificates. Subject to the provisions
of Section 4(l) hereof, each time that the Registration Statements or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement providing solely for the establishment of or a change in the
interest rates, maturity or price of Notes or similar changes, and other than
by an amendment or supplement which relates exclusively to an offering of
debt securities under the Registration Statements other than the Notes) or
there is filed with the Commission any document incorporated by reference
into the Prospectus (other than any Current Report on Form 8-K relating
exclusively to the issuance of debt securities under the Registration
Statements other than the Notes) or (if required pursuant to the terms of a
Terms Agreement) the Company sells Notes to one or more Agents pursuant to a
Terms Agreement, the Company shall furnish or
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cause to be furnished to the Agents forthwith a certificate dated the date of
filing with the Commission of such supplement or document, the date of
effectiveness of such amendment, or the date of such sale, as the case may
be, in form reasonably satisfactory to the Agents to the effect that the
statements contained in the certificate referred to in Section 5(b) hereof
which was last furnished to the Agents are true and correct at the time of
such amendment, supplement, filing or sale, as the case may be, as though
made at and as of such time (except that such statements shall be deemed to
relate to the Registration Statements and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, a certificate of
the same tenor as the certificate referred to in said Section 5(b), modified
as necessary to relate to the Registration Statements and the Prospectus as
amended and supplemented to the time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Subject to the
provisions of Section 4(l) hereof, each time that the Registration Statements
or the Prospectus shall be amended or supplemented (other than by an
amendment or supplement providing solely for the establishment of or a change
in the interest rates, maturity or price of the Notes or similar changes or
solely for the inclusion of additional financial information, and other than
by an amendment or supplement which relates exclusively to an offering of
debt securities under the Registration Statements other than the Notes) or
there is filed with the Commission any document incorporated by reference
into the Prospectus (other than any Current Report on Form 8-K, unless the
Agents shall reasonably request based on disclosure included or omitted from
such Report) or (if required pursuant to the terms of a Terms Agreement) the
Company sells Notes to one or more Agents pursuant to a Terms Agreement, the
Company shall furnish or cause to be furnished forthwith to the Agents and to
counsel to the Agents a written opinion of Christopher A. Taravella, Esq.,
counsel to the Company, or other counsel satisfactory to the Agents dated the
date of filing with the Commission of such supplement or document, the date
of effectiveness of such amendment, or the date of such sale, as the case may
be, in form reasonably satisfactory to the Agents, of substantially the same
tenor as the opinion referred to in Sections 5(a)(1) hereof, but modified, as
necessary, to relate to the Registration Statements and the Prospectus as
amended and supplemented to the time of delivery of such opinion; or, in lieu
of such opinion, counsel last furnishing such opinion to the Agents shall
furnish the Agents with a letter substantially to the effect that the Agents
may rely on such last opinion to the same extent as though it was dated the
date of such letter authorizing reliance (except that statements in such last
opinion shall be deemed to relate to the Registration Statements and the
Prospectus as amended and supplemented to the time of delivery of such letter
authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Subject to the
provisions of Section 4(l) hereof, each time that the Registration Statements
or the Prospectus shall be amended or supplemented to include additional
financial information or there is filed with the Commission any document
incorporated by reference into the Prospectus which contains additional
financial information or (if required pursuant to the terms of a Terms
Agreement) the Company sells Notes to one or more Agents pursuant to a Terms
Agreement, the Company shall cause Deloitte & Touche LLP, or other
independent certified public accountants reasonably satisfactory to the
Agents, forthwith to furnish the Agents with a letter, dated the date of
filing with the Commission of such supplement or document, the date of
effectiveness of such amendment, or the date of such sale, as the case may
be, in form reasonably satisfactory to the Agents, of substantially the same
tenor as the letter referred to in Section 5(c) hereof but modified to relate
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to the Registration Statements and Prospectus, as amended and supplemented to
the date of such letter, and with such changes as may be necessary to reflect
changes in the financial statements and other information derived from the
accounting records of the Company; provided, however, that if the
Registration Statements or the Prospectus is amended or supplemented solely
to include financial information as of and for a fiscal quarter, Deloitte &
Touche LLP, or other independent certified public accountants reasonably
satisfactory to the Agents, may limit the scope of such letter to the
unaudited financial statements included in such amendment or supplement
unless any other information included therein of an accounting, financial or
statistical nature is of such a nature that, in the reasonable judgment of
the Agents, such letter should cover such other information.
SECTION 8. Indemnification.
(a) Indemnification of the Agents. The Company agrees to indemnify
severally and hold harmless each Agent and each person, if any, who controls
each Agent within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained
in the Registration Statements (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact
necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent
of the Company; and
(iii) against any and all reasonable expense whatsoever, as
incurred (including the reasonable fees and disbursements of
counsel chosen by an Agent), reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
(i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by the Agents expressly for use in the Registration Statements (or
any amendment thereto).
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(b) Indemnification of Company. Each Agent severally agrees to
indemnify and hold harmless the Company, its managers, each of its officers
who signed the Registration Statements, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statements (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by such Agent
expressly for use in the Registration Statements (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto).
(c) General. Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in respect of
which indemnity may be sought hereunder, but failure to so notify an
indemnifying party of such commencement shall not relieve such indemnifying
party from any liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may assume the defense of the
indemnified party by retaining counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees
and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. In no event shall
the indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.
(d) Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 8(a)(ii) effected without its written consent
if (i) such settlement is entered into more than 45 days after receipt by
such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30
days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with
such request prior to the date of such settlement.
SECTION 9. Contribution.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8
hereof is for any reason held to be unavailable to or insufficient to hold
harmless the indemnified parties although applicable in accordance with its
terms, the Company and the Agents shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the
20
<PAGE>
Company and the Agents, as incurred, in such proportions that each Agent is
responsible for that portion represented by the percentage that the total
commissions and underwriting discounts received by such Agent pursuant to
this Agreement to the date of such liability bears to the total sales price
from the sale of Notes sold to or through such Agent to the date of such
liability, and the Company is responsible for the balance; provided, however,
that no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section, each person, if any, who controls an Agent within the
meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as an Agent, and each manager of the Company, each officer of
the Company who signed the Registration Statements, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as the Company.
SECTION 10. Payment of Expenses.
The Company will pay all expenses incident to the performance of
its obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statements and
all amendments thereto and the Prospectus and any amendments or supplements
thereto;
(b) The preparation, filing and reproduction of this Agreement;
(c) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of book-entry notes;
(d) The reasonable fees and disbursements of the Company's
accountants and counsel, of the Trustee and its counsel and of any
Calculation Agent;
(e) The reasonable fees and disbursements of counsel to the Agents
incurred in connection with the establishment of the Company's medium-term
note program and from time to time in connection with the transactions
contemplated hereby;
(f) The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(i) hereof, including filing fees,
and the reasonable fees and disbursements of counsel to the Agents in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey;
(g) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statements and any
amendments thereto, and of the Prospectus and any amendments or supplements
thereto;
(h) The preparation, printing, reproducing and delivery to the
Agents of copies of the Indenture and all supplements and amendments thereto;
(i) Any fees charged by rating agencies for the rating of the
Notes;
21
<PAGE>
(j) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(k) Any advertising and other out-of-pocket expenses of the Agents
incurred with the approval of such expense by the Company;
(l) The cost of preparing, and providing any CUSIP or other
identification numbers for, the Notes; and
(m) The fees and expenses of any Depository (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person of the Agents, or by or on behalf of the Company, and
shall survive each delivery of and payment for any of the Notes.
SECTION 12. Termination.
(a) Termination of this Agreement. This Agreement (excluding any
Terms Agreement) may be terminated for any reason, at any time by either the
Company or the Agents on the giving of 30 days' written notice of such
termination to the other party hereto; provided, however, that the
termination of this Agreement by an Agent shall terminate this Agreement only
between such Agent and the Company and the Company's notice of termination as
to any one Agent shall terminate this Agreement only between itself and such
Agent.
(b) Termination of a Terms Agreement. The Agent or Agents party to
a Terms Agreement may terminate any Terms Agreement, immediately upon notice
to the Company, at any time prior to the Settlement Date relating thereto (i)
if there has been, since the date of such Terms Agreement or since the
respective dates as of which information is given in the Registration
Statements, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there shall have
occurred any outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United States is
such as to make it, in the reasonable judgment of the Agent or Agents party
to such Terms Agreement (after consultation with the Company), impracticable
to market the Notes subject to such Terms Agreement or enforce contracts for
the sale of such Notes, or (iii) if trading in any securities of the Company
has been suspended by the Commission or a national securities exchange, or if
trading generally on either the American Stock Exchange or the New York Stock
Exchange shall have been suspended, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices for securities have been
required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium shall have been
declared by federal or New York authorities or if a banking moratorium shall
have been declared by the relevant authorities in the country or countries of
origin of any foreign currency or
22
<PAGE>
currencies in which the Notes subject to such Terms Agreement are denominated
or payable, or (iv) if the rating assigned by any nationally recognized
securities rating agency to any debt securities of the Company as of the date
of any Terms Agreement shall have been lowered or withdrawn since that date
or if any such rating agency shall have publicly announced since that date
that it has placed any debt securities of the Company on what is commonly
termed a "watch list" for possible downgrading, or (v) if there shall have
come to the Agent's or Agents' attention any facts that would cause such
Agent or Agents to believe that the Prospectus, at the time it was required
to be delivered to a purchaser of Notes subject to such Terms Agreement,
contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances existing at the time of such delivery, not misleading.
(c) General. In the event of any such termination, no party will
have any liability to any other party hereto, except that (i) each Agent
shall be entitled to any commission earned in accordance with the third
paragraph of Section 3(a) hereof, (ii) if at the time of termination (a) the
Agents shall own any Notes purchased pursuant to a Terms Agreement with the
intention of reselling them or (b) an offer to purchase any of the Notes has
been accepted by the Company but the time of delivery to the purchaser or its
agent of the Note or Notes relating thereto has not occurred, the obligations
set forth in Section 5 hereof and the covenants set forth in Sections 4 and 7
hereof shall remain in effect until such Notes are so resold or delivered, as
the case may be, and (iii) the covenant set forth in Section 4(h) hereof, the
indemnity and contribution agreements set forth in Sections 8 and 9 hereof,
and the provisions of Sections 10, 11 and 15 hereof shall remain in effect.
SECTION 13. Notices.
Unless otherwise provided herein, all notices required under the
terms and provisions hereof shall be in writing, either delivered by hand, by
mail or by telex, by telecopier or by telegram, and any such notice shall be
effective when received at the address specified below.
If to the Company:
Chrysler Financial Company L.L.C.
27777 Franklin Road
25th Floor
Southfield, Michigan 48034
Attention: Assistant Secretary
Telecopy: (248) 948-3138
If to the Agents:
[Names of Agents]
[Addresses of Agents]
[Telecopy numbers of Agents]
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.
23
<PAGE>
SECTION 14. Governing Law.
This Agreement and all the rights and obligations of the parties
shall be governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed in such State.
SECTION 15. Parties.
This Agreement shall inure to the benefit of and be binding upon
the Agents and the Company and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and managers
referred to in Sections 8 and 9 and their heirs and legal representatives,
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Notes shall be deemed to be a successor by reason merely of
such purchase.
SECTION 16. Counterparts.
This Agreement may be executed in several counterparts, each of
which shall be deemed an original hereof.
SECTION 17. Captions.
The captions in this Agreement are for convenience of reference
only and shall not define or limit any of the terms or the provisions hereof.
24
<PAGE>
If the foregoing is in accordance with the Agents' understanding
of our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Agents and the Company in accordance with its terms.
Very truly yours,
CHRYSLER FINANCIAL COMPANY L.L.C.
By: _____________________________
Name:
Title
Accepted:
NAME OF AGENTS
By: ____________________________
Name
Title:
NAME OF AGENTS
By: ____________________________
Name:
Title:
NAME OF AGENTS
By: ____________________________
Name:
Title:
25
<PAGE>
Exhibit A
The following terms, if applicable, shall be agreed to by the
Agents and the Company pursuant to each Terms Agreement:
Principal Amount: $___
Stated Maturity Date:
Original Issue Date:
Trade Date:
Issue Price: __%
Agent's Discount or Commission:
Settlement Date and Time:
Additional Terms:
If Fixed Rate Note:
Interest Rate:
Interest Payment Dates:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread and/or Spread Multiplier, if any:
Interest Reset Dates:
Interest Payment Dates:
Regular Record Dates:
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Calculation Agent:
If Redeemable:
Redemption Date:
Initial Redemption Percentage
Annual Redemption Percentage Reduction:
If Repayable:
Optional Repayment Dates:
Repayment Price:
26
<PAGE>
Currency:
Specified Currency (if other than U.S. dollars)
Minimum Denominations:
Also, agreement as to whether the following will be required:
Officers' Certificates pursuant to Section 7(b) of the
Distribution Agreement.
Legal Opinion pursuant to Section 7(c) of the Distribution
Agreement.
Comfort Letter pursuant to Section 7(d) of the Distribution
Agreement.
Stand-off Agreement pursuant to Section 4(k) of the Distribution
Agreement.
27
<PAGE>
SCHEDULE A
As compensation for the services of the Agents hereunder, the
Company shall pay the related Agent, on a discount basis, a commission for
the sale of each Note by such Agent equal to the principal amount of such
Note multiplied by the appropriate percentage set forth below:
<TABLE>
<CAPTION>
MATURITY RANGES
PERCENT OF
PRINCIPAL AMOUNT
- -------------------------------------------------------- ----------------
<S> <C>
From 9 months to less than 1 year....................... [ ]
From 1 year to less than 18 months...................... [ ]
From 18 months to less than 2 years..................... [ ]
From 2 years to less than 3 years....................... [ ]
From 3 years to less than 4 years....................... [ ]
From 4 years to less than 5 years....................... [ ]
From 5 years to less than 6 years....................... [ ]
From 6 years to less than 7 years....................... [ ]
From 7 years to less than 8 years....................... [ ]
From 8 years to less than 9 years....................... [ ]
From 9 years to less than 10 years...................... [ ]
From 10 years to less than 15 years..................... [ ]
From 15 years to less than 20 years..................... [ ]
From 20 years to 30 years............................... [ ]
Beyond 30 years......................................... To be negotiated at
time of issuance
</TABLE>
A-1
<PAGE>
SCHEDULE B
SUBSIDIARIES
OF
CHRYSLER FINANCIAL COMPANY L.L.C.
Chrysler Insurance Company (Michigan)
Chrysler Credit Canada Ltd. (Canada)
Chrysler Capital Company L.L.C. (Delaware)
B-1
EXHIBIT 1.C
CHRYSLER FINANCIAL COMPANY L.L.C.
Debt Securities
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of ____________ __, 19__ between
Chrysler Financial Company L.L.C., a Michigan limited liability company (the
"Company"), and [insert name of Remarketing Agent] (the "Remarketing Agent")
WITNESSETH:
WHEREAS, the Company will issue [insert principal amount in
designated currency] aggregate principal amount of its [insert title of
series of debt securities] (the "Securities") under the indenture dated as of
February 15, 1988, as supplemented by a first supplemental indenture dated as
of March 1, 1988, a second supplemental indenture dated as of September 7,
1990 and a third supplemental indenture dated as of May 4, 1992, each between
Chrysler Financial Corporation ("CFC") and Manufacturers Hanover Trust
Company, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Trustee", which term includes any successor
Trustee under such indenture), and a fourth supplemental indenture dated as
of October __, 1998, between the Company (as successor to CFC) and the
Trustee (such indenture as so supplemented and as the same may be amended or
supplemented or restated from time to time, the "Indenture"); and
WHEREAS, the Securities are to be offered to the public initially
by [insert description of initial underwriter(s), e.g., "the Remarketing
Agent" or "a syndicate of underwriters represented by the Remarketing
Agent"]; and
WHEREAS, the Company has requested the Remarketing Agent to
perform the services described herein and the Remarketing Agent is willing to
perform such services on the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not defined in
this Agreement shall have the meanings assigned to them in the Indenture.
Section 2. Appointment and Obligations of Remarketing Agent. The
Company hereby appoints the Remarketing Agent exclusively, and the
Remarketing Agent hereby accepts such appointment, (a) to recommend to the
Company [insert terms of Securities as to which advice is to be given with
respect to each Subsequent Interest Period] as provided in the Indenture and
(b) if, on a Rate Determination Date, the Company and the Remarketing Agent
agree on the remarketing underwriting fees to be paid by the Company to the
Remarketing Agent
<PAGE>
and any other remarketing underwriters and [insert any other conditions
precedent, including terms of the Securities upon which the Company and the
Remarketing Agent must agree], to enter into a remarketing underwriting
agreement (each a "Remarketing Underwriting Agreement") with the Company,
substantially in the form attached hereto as Exhibit A (with such changes as
the Company and the Remarketing Agent may agree upon from time to time),
pursuant to which the Remarketing Agent, either as the sole remarketing
underwriter or as the representative of a syndicate including the Remarketing
Agent and one or more other remarketing underwriters designated by the
Remarketing Agent, will agree, subject to the terms and conditions set forth
therein, that the Remarketing Agent and any such other remarketing
underwriters will purchase severally the Securities to be sold by the Holder
or Holders thereof on the Commencement Date of the appropriate Subsequent
Interest Period and remarket such Securities (each such purchase and
remarketing being hereinafter referred to as a "Remarketing").
Section 3. Remarketing Agent Fees. With respect to each Subsequent
Interest Period, the Remarketing Agent shall receive from the Company a
remarketing agent fee equal to ____% of the difference between (i) the
aggregate principal amount of Securities outstanding on the date by which the
Remarketing Agent must recommend the terms specified in Section 2(a) with
respect to such Subsequent Interest Period and (ii) the aggregate principal
amount of the Securities to be purchased in the related Remarketing, as set
forth in the applicable Remarketing Underwriting Agreement. Payment of any
such remarketing agent fee shall be made by the Company on the remarketing
closing date under the applicable Remarketing Underwriting Agreement in
next-day funds to or upon the order of the Remarketing Agent by certified or
official bank check or checks or by wire transfer. Any such remarketing agent
fee shall be payable notwithstanding any failure to consummate such
Remarketing, other than by reason of a default by the remarketing underwriter
or underwriters under such Remarketing Underwriting Agreement. Each such
remarketing agent fee shall be in addition to any fee or other compensation
that the Company may be obligated to pay the Remarketing Agent in any
capacity under such Remarketing Underwriting Agreement.
Section 4. Replacement and Resignation of Remarketing Agent. (a)
With respect to any Subsequent Interest Period, the Company may in its
absolute discretion replace the Remarketing Agent in its capacity hereunder
by giving notice to the Remarketing Agent prior to 3:00 p.m., New York City
time, on the date by which the Remarketing Agent must recommend the terms
specified in Section 2(a) with respect to such Subsequent Interest Period.
Any such replacement shall become effective upon the Company's appointment of
a successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent with respect to such Subsequent Interest
Period. Upon providing such notice to the Remarketing Agent, the Company
shall use its best efforts to appoint such a successor and to enter into a
remarketing agreement with such successor as soon as reasonably practicable.
(b) The Remarketing Agent may resign at any time and be discharged
from its duties and obligations hereunder. Any such resignation shall become
effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing
Agent. Upon receiving notice from the Remarketing Agent
2
<PAGE>
that it wishes to resign hereunder, the Company shall appoint such a
successor and enter into a remarketing agreement with it as soon as
reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent, when
acting hereunder or under any Remarketing Underwriting Agreement or acting in
its individual or any other capacity, may to the extent permitted by law,
buy, sell, hold or deal in any of the Securities. With respect to any
Securities owned by it, the Remarketing Agent may exercise any vote or join
in any action with like effect as if it did not act in any capacity
hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial
or other transaction with the Company as freely as if it did not act in any
capacity hereunder.
Section 6. Registration Statement and Prospectus. In connection
with each Remarketing, if and to the extent required (in the opinion of
counsel for either the Remarketing Agent or the Company) by applicable law,
regulations or interpretations in effect at the time of such Remarketing, the
Company shall have a registration statement relating to the Securities
effective under the Securities Act of 1933 by the applicable Rate
Determination Date, shall furnish a current prospectus to be used in such
Remarketing by the remarketing underwriter or underwriters under the
applicable Remarketing Underwriting Agreement, and shall pay all expenses
relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations. (a)
The obligations of the Remarketing Agent and any other remarketing
underwriters to purchase and remarket Securities shall be subject to the
terms and conditions of the applicable Remarketing Underwriting Agreement.
If at any time during the term of this Agreement, any Event of
Default, or event that with the passage of time or the giving of notice or
both would become an Event of Default, has occurred and is continuing under
the Indenture, then the obligations and duties of the Remarketing Agent under
this Agreement shall be suspended until such default or event has been cured.
The Company will cause the Trustee to give the Remarketing Agent notice of
all such defaults and events of which the Trustee is aware.
Section 8. Termination of Remarketing Agreement. This Agreement
shall terminate as to the Remarketing Agent on the effective date of its
replacement pursuant to Section 4(a) hereof or its resignation pursuant to
Section 4(b) hereof. Notwithstanding any such termination, the obligations
set forth in Section 3 hereof shall survive and remain in full force and
effect until all amounts payable under said Section 3 shall have been paid in
full.
Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent hereunder shall be determined
solely by the express provisions of this Agreement and any applicable
Remarketing Underwriting Agreement.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
3
<PAGE>
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided
herein, this Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations of
the Company hereunder may not be assigned or delegated to any other person
without the prior written consent of the Remarketing Agent. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Company. This Agreement shall inure to the benefit of and be binding upon the
Company and the Remarketing Agent and their respective successors and
assigns. The terms "successors" and "assigns" shall not include any purchaser
of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Agreement and will not be used
in the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement shall
be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or
pursuant hereto shall be made in writing or transmitted by any standard form
of telecommunication, including telephone, telegraph or telecopy, and
confirmed in writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to Chrysler
Financial Company L.L.C., 27777 Franklin Road, Southfield, Michigan 48034,
Attention: Secretary; and if to the Remarketing Agent, to (insert address of
Remarketing Agent], or to such other address as either of the above shall
specify to the other in writing.
4
<PAGE>
IN WITNESS WHEREOF, each of the Company and the Remarketing Agent
has caused this Agreement to be executed in its name and on its behalf by one
of its duly authorized officers as of the date first above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By _______________________________
Title:
[INSERT NAME OF REMARKETING AGENT]
By________________________________
Title:
<PAGE>
Exhibit A to
Remarketing Agreement
CHRYSLER FINANCIAL COMPANY L.L.C.
[Insert title of Debt Securities]
FORM OF REMARKETING UNDERWRITING AGREEMENT
New York, New York
[Date]
[Insert Name(s)/Address(es) of
Remarketing Representatives]
Dear Sirs:
Chrysler Financial Company L.L.C., a Michigan limited liability
company (the "Company"), proposes to remarket through the underwriter or
underwriters named in Schedule II hereto (the "Remarketing Underwriters"),
for whom you are acting as representative or representatives (the
"Remarketing Representatives"), its securities identified in Schedule I
hereto (the "Securities") in the principal amount set forth in Schedule I
hereto (the "Remarketed Securities"). The Securities were issued under the
indenture identified in Schedule I hereto. If you are the sole underwriter or
underwriters named in Schedule II hereto, all references herein to the
Remarketing Representatives shall be deemed to refer to the Remarketing
Underwriters.
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the underwriting
agreement identified in Schedule I hereto (the "Underwriting Agreement").
2. Registration Statement and Prospectus. If required (in the
opinion of counsel to either the Remarketing Underwriters or the Company) by
applicable law, the Company has filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form
S-3 (the file number of which is set forth in Schedule I hereto), including a
prospectus, relating to the Securities. Such registration statement, as
amended to the date of this Agreement, is hereinafter referred to as the
"Registration Statement", the prospectus included in the Registration
Statement is hereinafter referred to as the "Basic Prospectus" and the Basic
Prospectus, as amended or supplemented to the date of this Agreement to
relate to the Securities and to the remarketing of the Remarketed Securities,
is hereinafter referred to as the "Final Prospectus" (including in each case
all documents incorporated by reference).
A-1
<PAGE>
3. Provisions Incorporated by Reference. (a) The provisions of the
following sections of the Underwriting Agreement shall be incorporated in
their entirety into this Agreement and made applicable to the obligations of
the Remarketing Underwriters, except as explicitly amended hereby: Sections
1, 5, 6, [7,] [8,] [9,] [10,] [11,] [12,] [13] and [14].
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to
the "Underwriter" or "Underwriters" or the "Representative" or
"Representatives", as the case may be, shall be deemed to refer to the
Remarketing Underwriters and the Remarketing Representatives, respectively;
(ii) all references therein to the "Securities" which are the subject thereof
shall be deemed to refer to the Remarketed Securities, except that the
reference to the "Securities" in Section 6(b)(v) thereof shall be deemed to
refer to the Securities as defined herein; (iii) all references therein to
the "Closing Date" shall be deemed to refer to the Remarketing Closing Date
specified in Schedule I hereto (the "Remarketing Closing Date"); (iv) all
references therein to the "Registration Statement", the "Basic Prospectus"
and the "Final Prospectus" shall be deemed to refer to the Registration
Statement, the Basic Prospectus and the Final Prospectus, respectively, as
defined herein; (v) all references therein to the "Subsidiaries" shall be
deemed to refer to the subsidiaries of the Company referred to in Schedule
III hereto; (vi) only the Debt Securities identified in Schedule I hereto
shall be excluded from the provisions of Section 5(f) thereof; [(vii) the
certificate of the Company referred to in Section 6(d) thereof shall be
signed by the ________ or the __________________________ or the President and
the Treasurer, an Assistant Treasurer or the principal accounting officer of
the Company; (viii) the certificate of Chrysler Corporation referred to in
Section 6(e) thereof shall be signed by an executive officer of Chrysler
Corporation, and the reference to the heading "Information Concerning
Chrysler Corporation" in said Section 6(e) shall be deemed to refer to the
heading "Chrysler Corporation";] [(vii)][(ix)] the reference to the heading
"Plan of Distribution" in Section 8(b) thereof shall be deemed to refer to
the heading "Remarketing"; and [(viii)][(x)] the phrase "the underwriting
discount bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto" in Section 8(d) thereof is
stricken and replaced with the phrase "the sum of the Remarketing
[Underwriting] Fee and any Offering Reimbursement Amount bears to the
purchase price of the Remarketed Securities" and all references to
"underwriting discount" in said Section 8(d) shall be deemed to refer to "the
sum of the Remarketing [Underwriting] Fee and any Offering Reimbursement
Amount".
4. Purchase and Sale; Remarketing [Underwriting] Fee and offering
Reimbursement Amount. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated
herein, each Remarketing Underwriter agrees, severally and not jointly, to
purchase from the [Company] [registered holder or holders thereof], in the
manner specified in Section 5 hereof, the principal amount of Remarketed
Securities set forth [in Schedule I] (opposite such Remarketing Underwriter's
name in Schedule II) hereto at a purchase price equal to [100]% of such
principal amount. In connection therewith, the Company agrees, in the manner
specified in Section 5 hereof, to pay to the Remarketing Underwriters a
remarketing [underwriting] fee equal to the percentage specified in Schedule
I hereto of the principal amount of the Remarketed Securities purchased by
the
A-2
<PAGE>
Remarketing Underwriters pursuant to this Agreement (the "Remarketing
[Underwriting] Feel') and to reimburse the Remarketing Underwriters for the
difference (if any) between the purchase price of [100] referred to above and
the initial public offering price of the Remarketed Securities (the "Offering
Reimbursement Amount").
5. Delivery and Payment. Delivery of and payment for the
Remarketed Securities and payment of the Remarketing [Underwriting] Fee and
any Offering Reimbursement Amount shall be made on the Remarketing Closing
Date at the location and time specified in Schedule I hereto (or such later
date not later than five business days after such date as the Remarketing
Representatives shall designate), which date and time may be postponed by
agreement between the Remarketing Representatives and the Company or as
provided in Section [9] of the Underwriting Agreement, as incorporated herein
by Section 3 hereof. Delivery of the Remarketed Securities and payment of the
Remarketing [Underwriting] Fee and any Offering Reimbursement Amount shall be
made to the Remarketing Representatives for the respective accounts of the
several Remarketing Underwriters against payment by the several Remarketing
Underwriters through the Remarketing Representatives of the purchase price of
the Remarketed Securities [to or upon the order of the [Company] [Trustee]
[registered holder or holders of the Remarketed Securities] by certified or
official bank check or checks drawn on or by a New York Clearing House bank
and payable in next-day funds] [in immediately available funds by wire
transfer to an account or accounts designated by the [Company] [Trustee]
[registered holder or holders of the Remarketed Securities]] or, if the
Remarketed Securities are represented by a Global Security, by any method of
transfer agreed upon by the Remarketing Representatives and the Depositary
for the Securities under the Indenture. Payment of the Remarketing
[Underwriting] Fee and any Offering Reimbursement Amount shall be made by the
Company in immediately available funds by wire transfer to an account or
accounts designated by the Remarketing Representatives.
[It is understood that any registered holder or, if the Remarketed
Securities are represented by a Global Security, any beneficial owner, that
has an account at one of the Remarketing Underwriters and tenders its
Remarketed Securities through such account will not be required to pay any
fee or commission to the Remarketing Underwriters.]
If the Remarketed Securities are not represented by a Global
Security, certificates for the Remarketed Securities shall be registered in
such names and denominations as the Remarketing Representatives may request
not less than three full business days in advance of the Remarketing Closing
Date, and the Company agrees to have such certificates available for
inspection, packaging and checking by the Remarketing Representatives in New
York, New York, not later than 1:00 P.M. on the Business Day prior to the
Remarketing Closing Date.
[6. Certain Terms Related to the Next Subsequent Interest Period.
It is agreed that the terms specified in Schedule I hereto shall be
applicable to the Securities for the Subsequent Interest Period beginning on
the Remarketing Closing Date.]
[6][7]. Additional Conditions to the Remarketing Underwriters'
Obligations. This Agreement shall be subject to termination in the absolute
discretion of the Remarketing
A-3
<PAGE>
Representatives, by notice given to the Company prior to delivery of and
payment for the Remarketed Securities, if prior to such time (i) there shall
have occurred a material adverse change in the condition, financial or
otherwise, or in the earnings, affairs or business prospects of the Company
and its subsidiaries considered as one enterprise, or of Chrysler Corporation
and its consolidated subsidiaries considered as one enterprise, whether or
not arising from transactions in the ordinary course of business, or (ii)
there shall have been any decrease in the ratings of any of the Company's
debt securities, or any action threatening such a decrease, by Moody's
Investors Service, Inc. or Standard & Poor's Corporation.
[8][9] Notices. All communications hereunder will be in writing
and effective only on receipt and, if sent to the Remarketing
Representatives, will be mailed, delivered, telecopied or telegraphed and
confirmed to them at [Insert address(es) of the Remarketing Representatives],
or, if sent to the Company, will be mailed, delivered, telecopied or
telegraphed and confirmed to it at 27777 Franklin Road, Southfield, Michigan
48034, attention of ________ _______________, Esq.
A-4
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Remarketing Underwriters.
Very truly yours,
CHRYSLER FINANCIAL COMPANY L.L.C.
By ______________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
[INSERT NAME(S) OF
REMARKETING REPRESENTATIVES]
By _______________________________
Title:
For [itself] [themselves] and the
other several Remarketing
Underwriters, if any, named in
Schedule II to the foregoing
Agreement.
A-5
<PAGE>
SCHEDULE I
Remarketing Underwriting Agreement dated
between Chrysler Financial Company L.L.C. and
Underwriting Agreement dated
between Chrysler Financial Company L.L.C. and
Indenture dated as of
between Chrysler Financial Company L.L.C. and
, as Trustee
Registration Statement No. 333-
Title of Securities:
Principal Amount of Remarketed Securities: $
Remarketing [Underwriting] Fee: ($ )
[Terms of Securities for next Subsequent Interest Period:
Rate of Determination Date:
Commencement Date:
New Interest Rate:
Subsequent Interest Period: to
Other terms:]
Remarketing Closing Date, Time and Location:
Debt Securities excluded from the
provisions of Section 5(f) of said
Underwriting Agreement, as
incorporated by Section 3(vi) of
said Remarketing Underwriting
Agreement:
Sch I-1
C&S 700 (Rev. (8/96)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received (FOR BUREAU USE ONLY)
_____________ _____________________
Name Michigan Runner Service
Attn: Cheryl Bixby
Address P.O. Box 266
1467 1/2 S. Main Street
City Eaton Rapids, Michigan 48827 Zip Code
EFFECTIVE DATE:
_______________
Document will be returned to the name and address you enter above.
ARTICLES OF ORGANIZATION
For use by Domestic Limited Liability Companies
(Please read information and instructions on last page)
B ____________
Pursuant to the provisions of Act 23, Public Acts of 1993,
the undersigned execute the following Articles:
ARTICLE I
The name of the limited liability company is:
Chrysler Financial Company L.L.C.
ARTICLE II
The purpose or purposes for which the limited liability company is formed is
to engage in any activity within the purposes for which a limited liability
company may be formed under the Limited Liability Company Act of Michigan.
ARTICLE III
The duration of the limited liability company is: Perpetual
ARTICLE IV
1. The street address of the registered office is:
c/o The Corporation Company
30600 Telegraph Rd. Bingham Farms, Michigan 48025
------------------- -------------- ---------
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office if different than above:
_____________________________________________ , Michigan ______________
(P.O. Box) (City) (ZIP Code)
3. The name of the resident agent at the registered office is:
The Corporation Company
-----------------------
ARTICLE V
(Insert any desired additional provision authorized by the Act;
attach additional pages if needed.)
The business of the limited liability company is to be managed by managers
instead of by its member.
Signed this 30th day of June, 1998
By /s/ Byron C. Babbish
-------------------- ------------------ -----------------
(Signature) (Signature) (Signature)
Byron C. Babbish
-------------------- ------------------ -----------------
(Type or Print Name) (Type or Print Name) (Type or Print Name)
(MICH. - LLC 3290 - 5/2/97)
<PAGE>
Name of Person or Organization Preparer's Name and Business
Remitting Fees: Telephone Number:
------------------------------ ----------------------------
( )
------------------------------ ----------------------------
INFORMATION AND INSTRUCTIONS
1. The articles of organization cannot be filed until this form, or a
comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation, Securities and Land Development
Bureau. The original will be returned to the address you enter in the
box on the front as evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and
white contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of Act 23, P.A.
of 1993, by two or more persons for the purpose of forming a domestic
limited liability company. Use form 701 if the Limited Liability
Company will be providing a personal service for which a license or
legal authorization is required pursuant to Article 9 of the Act.
4. Article I - The name of a domestic limited liability company is required
to contain one of the following words or abbreviations: "Limited
Liability Company", "L.L.C.", "L.C.", "LLC", or "LC".
5. Article II - Under section 203(b) of the Act, it is sufficient to state
substantially, alone or with specifically enumerated purposes, that the
limited liability company is formed to engage in any activity within the
purposes for which a limited liability company may be formed under the
Act.
6. Article III - The term of existence of the limited liability company
must be reflected as a specific date, a number of years, or perpetual.
7. Article IV - A post office box may not be designated as the address of
the registered office.
8. Article V - Section 401 of the Act specifically states the business
shall be managed by members unless the Articles of Organization state
the business will be managed by managers. If the limited liability
company is to be managed by managers instead of by members, insert a
statement to that effect in Article V.
9. This document is effective on the date endorsed "Filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery,
may be stated as an additional article.
10. The Articles must be signed in ink by two or more of the persons who will
be members. Names of person signing shall be stated beneath their
signatures.
11. If more space is needed, attach additional pages. All pages should be
numbered.
12. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan.
Include limited liability company name on check or money order.....$50.00
13. Mail form and fee to:
Michigan Department of Consumer and Industry Service
Corporation, Securities and Land Development Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909-7554
The office is located at:
6546 Mercantile Way
Lansing, MI 48910
(517) 334-6302
<PAGE>
The exclusive right to use a name may be transferred to another person.
To request a transfer, complete the following:
NOTICE OF TRANSFER OF NAME RESERVATION
Pursuant to Section 215(3), Act 284, Public Acts of 1972; Section 215(3),
Act 162, Public Acts of 1982; Section 103(b), Act 213, Public Acts of 1982;
or Section 205(2), Act 23, Public Acts of 1993, the undersigned hereby
transfers to
Byron C. Babbish
- -----------------------------------------------------------------------------
c/o The Corporation Company, 30600 Telegraph Rd., Bingham Farms, MI 48025
- -----------------------------------------------------------------------------
(Name and Address of Transferee)
the right to exclusive use of the name Chrysler Financial Company L.L.C.
--------------------------------------
- ------------------------------------------- .
MRS/CHERYL J. BIXBY, AS ACTING AGENT
------------------------------------
(Name of Original Applicant)
By X /s/ Cheryl J. Bixby
---------------------------------
(Signature)
INFORMATION AND INSTRUCTIONS
1. Submit one original of this Application, or a comparable document, to
apply for a name reservation. A true copy will be returned to the address
you enter in the box on the front as evidence of filing.
2. If the name is available, the administrator shall reserve it for
exclusive use of the applicant.
Professional Services Corporations, Nonprofit Corporations, or
Limited Partnerships: The Administrator, for good cause shown, may
extend the reservation for periods of not more than two calendar months
each. No more than two extensions shall be granted. Extension requests
must be received in writing by the Bureau prior to the expiration of the
reservation period.
Profit Corporations and Limited Liability Companies: Upon expiration,
the name may again be reserved by filing another application and fee.
3. Act 284, Public Acts of 1972; Act 192, Public Acts of 1962; Act 213,
Public Acts of 1993 require certain words or abbreviations be included or
excluded from the name of profit corporations, limited partnerships,
or limited liability companies. Those required are:
a. Company, Corporation, Incorporated, Limited, Co., Corp.,
Inc., or Ltd. in the name of domestic (non-professional
service) corporations.
b. Professional Corporation or P.C. in the name of professional
service corporations.
c. Limited Partnership in the name of limited partnerships.
d. Limited Liability Company, L.L.C., or L.C. in the name of
(non-professional service) limited liability companies.
e. Professional Limited Liability Company, P.L.L.C., or P.L.C.
in the name of professional service limited liability
companies.
Those excluded are: Corporation, Incorporated, Corp., Inc. in the name
of limited partnerships and limited liability companies.
4. The application for reservation of name and the notice of transfer of
name reservation must be signed in ink by the applicant.
5. FEES: Make remittance payable to the State of Michigan. No fee for
transfer or extension of reservation. Nonrefundable filing fee
CORPORATION OR LIMITED PARTNERSHIP................... $10.00
LIMITED LIABILITY COMPANY............................ $25.00
6. Mail form and fee to: The Office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division (517) 334-6302
P.O. box 30054
Lansing, MI 48909-7554
EXHIBIT 3B
CHRYSLER FINANCIAL COMPANY L.L.C.
OPERATING AGREEMENT
The undersigned, Chrysler Financial Corporation, a Michigan
corporation (the "Member"), hereby adopts this Operating Agreement (this
"Agreement") as of the 1st day of July, 1998, in connection with the
formation of Chrysler Financial Company L.L.C., a limited liability company
(the "Company"). Definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms.
WHEREAS, the Member has caused the Company to be formed by the
filing of Articles of Organization with the State of Michigan on July 1, 1998
and desires to provide certain terms for the governance of the Company and
the conduct of its business.
NOW, THEREFORE, the Member declares as follows:
I. FORMATION OF THE COMPANY
1.1 Name and Formation. The name of the Company is Chrysler
Financial Company L.L.C. The Company is a limited liability company organized
under the Michigan Limited Liability Company Act (the "Act"). The Company is
a separate legal entity. The Company and all ownership interests in the
Company will be governed by this Agreement and, except as modified by this
Agreement, by the Act.
1.2 Membership Interest. The ownership interest will be designated
as the "Membership Interest." A Membership Interest is personal property and
the owner of a Membership Interest has no interest in specific property of
the Company. See Section 5.1 of this Agreement with respect to the
transferability of Member Interest. In the event of a sale, pledge,
assignment, or other transfer permitted by Section 5.1, references in this
Agreement to the Member shall thereafter be references to the succeeding
owner of the Membership Interest.
<PAGE>
1.3 Offices. The address of the registered office and the name and
address of the agent for service of process is CT Corporation, 30600
Telegraph Road, Bingham Farms, Michigan 48025. The address of the Company is
27777 Franklin Road, Southfield, Michigan 48034. The Company may have such
offices or places of business as the Member may designate or as the business
of the Company may from time to time require. The principal office,
registered office and the registered agent may be changed from time to time
by written action of the Member.
1.4 Term of the Company. The Company will have perpetual
existence, unless sooner terminated in accordance with the provisions of this
Agreement.
1.5 Business Purpose. The Company is organized for the purpose of
engaging in any lawful act or activity for which limited liability companies
may be organized under the Act. Except as otherwise provided in the Act or by
other applicable law, the Company will have the power to do all things
necessary or convenient to effect any or all of its business purposes.
1.6 Tax Classification. It is the Member's express intention that,
in accordance with Treasury Regulation ss.301.7701-3(b)(1)(ii) (and any
successor provision), as well as the corresponding provisions of applicable
state tax law, the Company will be disregarded as an entity separate from the
Member for all income and franchise tax purposes. Accordingly, all of the
Company's items of income gain, deduction, loss and credit shall be included
directly in the federal (and applicable state) income and franchise tax
returns of the Member as if the Company were a branch or division of the
Member. No election shall be made that would terminate the Company's status
as a disregarded entity (for example, causing it to become an association
taxable as a corporation within the meaning of Treasury Regulation
ss.301.7701-2 (b)(2)), and any action that would terminate the Company's
status as a disregarded entity (for example, the transfer or issuance of a
Membership Interest that results in the Company having more than one member)
shall be null and void.
2
<PAGE>
II. CAPITAL CONTRIBUTIONS
2.1 Initial Capital Contribution. As of the date hereof, the
Member will be credited with making an initial contribution to the capital of
the Company in the amount of cash or other property reflected on the
Company's books and records (the "Initial Capital Contribution").
2.2 Additional Capital Contributions. Additional contributions to
the capital of the Company (the "Additional Capital Contributions") may be
made at such times and in such amounts as the Member may decide from time to
time.
2.3 Advances from the Member. Any advance other than the Initial
Capital Contribution or Additional Capital Contributions made by the Member
to the Company will not be deemed a capital contribution to, or be reflected
on the balance of, any capital account of the Company. The amount of any such
advance will be a debt due from the Company to the Member and, except as
otherwise expressly provided in this Agreement, will be repaid as soon as
practicable to the Member.
2.4 No Interest. No interest will be paid by the Company on (a)
any capital contribution, or (b) unless otherwise agreed to by the Member, on
any advance to the Company from the Member.
III. MANAGEMENT AND OPERATIONS
3.1 Management by the Member. All management powers over the
business and affairs of the Company will be vested in one or more managers
who shall be elected by the Member (the "Managers"). The Managers will have
no economic interest in the Company. The Managers will conduct, direct, and
exercise full control over all activities of the Company. Managers will be
appointed annually by the Member and their term of appointment shall be for
one year unless reappointed by the Member or replaced by the Member in the
interim.
3.2 Officers. The Managers, by written resolution, may designate
such officers ("Officers") of the Company as they deem necessary or proper in
the conduct of the affairs of the Company, delegating to such Officers the
titles, duties, responsibilities, and authorities reflected in such
resolutions. The Officers so designated may be elected or removed by the
Managers. At all times, the actions of the Officers will be subject to the
review, delegation, redetermination, direction,
3
<PAGE>
and control of the Managers. Officers will be appointed annually by the
Managers and their term of appointment shall be for the year unless
reappointed by the Managers or replaced by the Managers in the interim.
3.3 Committees. The Managers, by written resolution, may designate
one or more committees (a "Committee") consisting of one or more Managers. A
Committee will have and exercise powers to the extent provided in the
applicable resolution. Except as may be otherwise provided in a resolution
adopted by the Managers, a majority of the members of a Committee will
constitute a quorum and the majority vote of the Committee members at a
meeting at which a quorum is present will be the act of the Committee. A
Committee will keep minutes of its meetings and will remain an active
Committee consisting of the appointed members thereof until otherwise
directed or reconstituted by written resolution of the Managers.
3.4 Action by the Member, Managers, or Committee. Any action
required to, or which may, be taken by the Member, Managers, or Committee may
be taken without a meeting by consent thereto in writing, setting forth the
action so taken, and unanimously signed by the Member, Managers, or the
Committee.
3.5 Indemnity.
3.5.1 Indemnity of the Member and Managers. To the fullest
extent permitted by the Act, the Company, to the extent of its assets legally
available for that purpose, will indemnify and hold harmless each person who
is or was a Manager, Officer, Committee member, employee, the Member, or who
serves or may have served at the Company's request as a member, director,
manager, officer, or employee of any company or corporation that the Company
owns directly or indirectly, and the Member's respective shareholders,
directors, officers, agents, affiliates and professional or other advisors
(collectively, the "Indemnified Persons") from and against any and all loss,
cost, damage, expense (including, without limitation, fees and expenses of
attorneys and other advisors and any court costs incurred by any Indemnified
Person) or liability by reason of anything any Indemnified Person does or
refrains from doing for, or in connection with the business or affairs of,
the Company and its subsidiaries and affiliates, except to the extent that it
is finally judicially determined by a court of competent jurisdiction that
the loss, cost, damage, expense or liability resulted primarily from the
Indemnified Person's negligence, misconduct in the performance of his or her
4
<PAGE>
duty, or willful breach of a material provision of this Agreement which in
any event causes actual material damage to the Company. The Company may pay
in advance or reimburse reasonable expenses (including advancing the
reasonable cost of defense) incurred by an Indemnified Persons who is, or is
threatened to be, named or made a defendant or a respondent in a proceeding
concerning the business and affairs of the Company.
3.5.2 Insurance. The Company may purchase and maintain
insurance on behalf of the Indemnified Persons against any liability or
expense asserted against or incurred by them in any capacity or arising out
of their status as Indemnified Persons, whether or not the Company could
under this Agreement indemnify them against liability.
3.5.3 Future Laws. To the extent future enactments or judicial
decisions permit an expansion of the rights of indemnification afforded to
the Indemnified Persons by the Company, then it is the Member's express
intention and agreement that this Section 3.5 immediately and automatically
will be deemed to be amended so as to permit and authorize the
indemnification of the Indemnified Persons by the Company to the maximum
extent permitted by law.
3.6 Limitations on Indemnity.
3.6.1 Additional Indemnity. The Company, at the discretion of
the Member, may indemnify any of the Indemnified Persons for any loss, cost,
damage, expense, or liability for which the Indemnified Persons would not be
entitled to mandatory indemnification under Section 3.5.
3.6.2 Waiver of Indemnity Rights. Indemnified Persons may
waive the benefits of indemnification under Section 3.5, but only by an
instrument in writing executed by such Indemnified Person.
3.6.3 Certain Related Rights. The rights to indemnification
under Section 3.5 do not in any way limit, and are not exclusive of, other
rights which any Indemnified Person may otherwise have at law or in equity,
including without limitation common law rights to indemnification or
contribution. Nothing in Section 3.5 or this Section 3.6 will affect the
rights or obligations of any Indemnified Person (or the limitations on those
rights or obligations) under any other agreement or instrument to which that
Indemnified Person is a party.
5
<PAGE>
3.7 Company Liabilities. All of the liabilities of the Company,
including without limitation indemnity obligations under Section 3.5, will be
liabilities of the Company as an entity and will be paid or satisfied from
the assets of the Company only. No liability of the Company will be payable
in whole or in part by the Member in its capacity as a Member or by any
manager, shareholder, director, officer, agent, affiliate, employee, or
advisor of the Member or any of its subsidiaries or affiliates.
IV. DISTRIBUTIONS
4.1 Distribution. Distributions may be made from time to time as
the Member may decide after the Member has established such reserves for
anticipated Company needs (taking into account existing and potential
liabilities and obligations of the Company) as the Member deems reasonable,
provided, that such distributions may be made only if, after the
distribution, the assets of the Company will not be less than all liabilities
of the Company, excluding liabilities to the Member on account of its Initial
and Additional Capital Contributions.
4.2 Reimbursements. All of the Company's expenses will be billed
directly to and paid by the Company. The Company is specifically authorized
to make reimbursements to the Member should the Member provide, at market
rates, goods, materials, or services used for or by the Company.
V. TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
5.1 Assignment and Transfer of Membership Interest. The Membership
Interest cannot be sold, assigned, pledged or otherwise transferred (each a
"Transfer") to any other Person except upon a merger of the Member into the
Company where the Member is a corporation (a "Merger"). In the event of a
Merger, the shareholder of the Member shall become the owner of the
Membership Interest, references in this Agreement to the Member shall
thereafter be references to the shareholder, and the shareholder may not
Transfer the Membership Interest.
6
<PAGE>
5.2 Records of the Company; Void Transfers. The Company will not
transfer any Membership Interest on its books. Any purported Transfer of a
Membership Interest that is not in compliance with the terms and conditions
of this Agreement is null and void, and the transferee under any purported
Transfer will acquire not title or ownership thereby.
5.3 Withdrawal. The Member may resign from the Company, effect a
partial or complete withdrawal from the Company, or effect a voluntary
dissolution or voluntary bankruptcy of the Company.
5.4 Only One Member. It is the intent of the Company that there
shall only be one Member and only one Membership Interest at any time.
VI. DISSOLUTION AND LIQUIDATION
6.1 Dissolution. This Agreement will terminate, and the Company
will be dissolved, upon the written agreement of the Member. The dissolution
or bankruptcy of the Member will not affect the status of the Company.
6.2 Certificate of Dissolution. In accordance with the Act, as
soon as possible following the occurrence of the actions specified in Section
6.1 effecting the dissolution of the Company, the Member will cause to be
executed and filed a Certificate of Dissolution to dissolve the Company in
such form as is prescribed by the Act.
6.3 Procedures.
6.3.1 Liquidation of Assets. In the event of the dissolution
of the Company, the Member or the person required by law to wind up the
Company's affairs (the Member or such other person being referred to in this
Agreement as the "Liquidating Agent") will commence to wind up the affairs of
the Company and liquidate its assets as promptly as is consistent with
obtaining the fair value thereof. In connection with any such winding up and
liquidation, a financial statement of the Company as of the date of
dissolution will be prepared and furnished to the Member by the Liquidating
Agent.
6.3.2 Authority of Liquidating Agent. In connection with the
winding up and dissolution of the Company, the Liquidating Agent will have
all of the rights and powers
7
<PAGE>
with respect to the assets and liabilities of the Company that a Member or a
Manager would have pursuant to the Act or any other applicable law.
6.3.3 Distribution of Assets. Following the payment of, or
provision for, all debts and liabilities of the Company and all expenses of
liquidation, and subject to the right of the Liquidating Agent to set up such
cash reserves as the Liquidating Agent may deem reasonably necessary for any
contingent or unforeseen liabilities or obligations of the Company, the
proceeds of the liquidation and any other funds (or other remaining assets)
of the Company will be distributed in cash to the Member.
6.4 Termination of the Company. Upon the completion of the
liquidation of the Company and the distribution of all Company funds and
other assets, the Company and this Agreement will terminate and the
Liquidating Agent will have the authority to take or cause to be taken such
actions as are necessary or reasonable in order to obtain a certificate of
dissolution of the Company as well as any and all other documents required by
the Act or any other applicable law to effectuate the dissolution and
termination of the Company.
VII. FISCAL AND ADMINISTRATIVE MATTERS
7.1 Fiscal Year. The fiscal year of the Company will be the
calendar year unless otherwise determined by the Member.
7.2 Deposit. All funds of the Company will be deposited from time
to time to the credit of the Company in such banks, trust companies, or other
depositories as the Managers or Officers may select.
7.3 Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued
in the name of the Company, will be signed by an Officer or any other person
selected by the Managers.
7.4 Books and Records. The Company will keep or cause to be kept
accurate and complete minutes and records of the meetings or consents in lieu
of meeting of the Member and the Managers and books and records of account of
the Company, which will be kept at the principal place of business of the
Company or at such other places as the Managers will from time to time
8
<PAGE>
determine. The Member will have the right to examine at any reasonable time
or times for any purpose, the minutes and records of the Managers and the
books and records of account of the Company, and to make copies thereof.
VIII. AMENDMENTS
8.1 Amendments. The Member may at any time and without limitation,
vary, modify, or change this Agreement by, and only by, a written amendment
duly adopted by the Member.
IN WITNESS WHEREOF, this Agreement has been adopted as of the day
and year first above written.
CHRYSLER FINANCIAL CORPORATION
By: /s/ Byron C. Babbish
-------------------------
Name: Byron C. Babbish
-------------------------
Title: Assistant Secretary
-------------------------
9
FOURTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1998, among
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation ("CFC"), CHRYSLER
FINANCIAL COMPANY L.L.C., a Michigan limited liability company ("CFCLLC"),
having its principal place of business at 27777 Franklin Road, Southfield,
Michigan 48034, and UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as successor trustee (the "Trustee"), having its Corporate Trust
Office at 114 West 47th Street, New York, New York 10036, as Trustee under
the indenture of the Company (the "Indenture") dated as of February 15, 1988,
as heretofore amended and supplemented by the First Supplemental Indenture
dated as of March 1, 1988, the Second Supplemental Indenture dated as of
September 7, 1990, and the Third Supplemental Indenture dated as of May 4,
1992.
RECITALS OF THE COMPANY
The Indenture provides that CFC and the Trustee may, at any time
and from time to time, enter into one or more supplemental indentures, in
form satisfactory to the Trustee, subject to the specific provisions of the
Indenture, to evidence the succession to CFC by another company and the
assumption by such successor to CFC of CFC's covenants contained therein and
the Debt Securities pertaining thereto.
CFC and CFCLLC will statutorily merge with CFCLLC being the
surviving legal entity (the "Merger"), effective on the date of the Merger
(the "Effective Date"). On the Effective Date CFCLLC will assume the
obligations of CFC under the Indenture.
CFC and CFCLLC have each authorized the execution and delivery of
this Fourth Supplemental Indenture, and all things necessary have been done
to make this Fourth Supplemental Indenture a valid agreement of CFCLLC, in
accordance with its terms.
<PAGE>
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is mutually convenanted and agreed, for the equal and
proportionate benefit of all Holders of CFC's Debt Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of the Indenture and this Fourth Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
1. The terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the
singular;
2. The words, "herein," "hereof," and "hereunder" and other
words of similar import refer to the Indenture and this
Fourth Supplemental Indenture as a whole and not to any
particular Article, Section, or other subdivision; and
3. Certain capitalized terms are used herein as they are defined
in the Indenture.
SECTION 1.2 Effect of Headings.
The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 1.3 Successors and Assigns.
All covenants and agreements in this Fourth Supplemental Indenture
by CFC and CFCLLC shall bind their successors and assigns, whether expressed
or not.
2
<PAGE>
SECTION 1.4 Severability Clause.
In case any provision in this Fourth Supplemental Indenture shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 1.5 Benefits of Fourth Supplemental Indenture.
Nothing in this Fourth Supplemental Indenture, express or implied,
shall give to any Person, other than the parties hereto, their successors
hereunder, and the Holders, any benefit or any legal or equitable right,
remedy, or claim under this Fourth Supplemental Indenture.
SECTION 1.6 Governing Law.
THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS THOUGH
FULLY PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.
SECTION 1.7 Effectiveness.
This Fourth Supplemental Indenture shall take effect on the
Effective Date (as defined in the RECITALS OF THE COMPANY herein) and shall
amend the provisions of the Indenture with respect to Debt Securities on the
Effective Date.
SECTION 1.8 Counterparts.
This Fourth Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
3
<PAGE>
ARTICLE TWO
ASSUMPTION OF OBLIGATIONS AND COVENANTS BY CFCLLC
SECTION 2.1 Assumption
CFCLLC, the successor in interest of CFC by reason of the Merger
of CFC into CFCLLC, effective as of the Effective Date, hereby expressly
assumes the due and punctual payment of the principal of (and premium, if
any) and interest (including all additional amounts, if any, payable pursuant
to Section 1009 of the Indenture) on all the Debt Securities and any related
coupons and the performance of every covenant of the Indenture on the part of
CFC to be performed or observed (the "Assumption").
SECTION 2.2 Successor Company Substituted
Upon the Effective Date, CFCLLC shall succeed to, and be
substituted for, and may exercise every right and power of, CFC under the
Indenture with the same effect as if CFCLLC had been named as CFC in the
Indenture.
ARTICLE THREE
AMENDMENT TO DEFINITIONS
SECTION 3.1 Amendment to Section 101
Section 101 of the Indenture is hereby amended by deleting the
definition of "Board of Directors" and replacing it in its entirety with the
following: "'Board of Directors' means either the board of directors or
managers of the Company, or the executive or any other committee of the board
of directors or managers duly authorized to act in respect hereof."
4
<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this
Fourth Supplemental Indenture to be duly executed, and their respective seals
to be hereunto affixed and attested all as of the day and year first above
written.
Chrysler Financial Corporation
By:/s/Dennis M. Cantwell
Title: Vice President and Treasurer
[Seal]
Attest:
/s/ Byron C. Babbish
Title: Assistant Secretary
Chrysler Financial Company L.L.C.
By:/s/Dennis M. Cantwell
Title: Vice President and Treasurer
[Seal]
Attest:
/s/Byron C. Babbish
Title: Assistant Secretary
United States Trust Company of New
York, As successor Trustee
By:/s/Patricia Stermer
Title: Assistant Vice President
[Seal]
Attest:
/s/Jason Gregory
Title: Assistant Secretary
5
<PAGE>
STATE OF MICHIGAN)
SS.:
COUNTY OF OAKLAND)
On this 29th day of September, 1998, before me appeared D. M. Cantwell,
to me personally known, who, being by me duly sworn, did say that he is the
Vice President and Treasurer of CHRYSLER FINANCIAL CORPORATION, one of the
parties described in and which executed the above instrument, and that the
seal affixed to such instrument is the seal of such company, and that such
instrument was signed and sealed on behalf of such company by authority of
its Board of Directors, and such Vice President and Treasurer acknowledged
such instrument to be the free act and deed of such company.
/s/ Juanita M. Hedrick
----------------------------------
[NOTORIAL SEAL] Notary Public, Oakland County, MI
My Commission Expires 2/27/2003
6
<PAGE>
STATE OF MICHIGAN)
SS.:
COUNTY OF OAKLAND)
On this 29th day of September, 1998, before me appeared D. M. Cantwell,
to me personally known, who, being by me duly sworn, did say that he is the
Vice President and Treasurer of CHRYSLER FINANCIAL COMPANY L.L.C., one of the
parties described in and which executed the above instrument, and that the
seal affixed to such instrument is the seal of such company, and that such
instrument was signed and sealed on behalf of such company by authority of
its Managers, and such Vice President and Treasurer acknowledged such
instrument to be the free act and deed of such company.
/s/ Juanita M. Hedrick
----------------------------------
[NOTORIAL SEAL] Notary Public, Oakland County, MI
My Commission Expires 2/27/2003
7
<PAGE>
STATE OF NEW YORK)
SS.:
COUNTY OF NEW YORK)
On this 5th day of October, 1998, before me appeared, Patricia Stermer
to me personally known, who, being by me duly sworn, did say that he or she is
Assistant Vice President of UNITED STATES TRUST COMPANY OF NEW YORK, one of
the parties described in and which executed the above instrument, and that he
or she knows the corporate seal of such company, and that the seal affixed to
such instrument is such company seal; and that it was so affixed pursuant to
authority of the Board of Directors of such corporation, and that he or she
signed his or her name thereto pursuant to like authority.
/s/ Christina C. Collins
----------------------------------
[NOTORIAL SEAL] Notary Public, State of New York
No. 03-4624735
Qualified New York County
Commission Expires 3/20/2000
CHRYSLER FINANCIAL COMPANY L.L.C.
Form of Warrant Agreement [for warrants sold alone]*<F1>
THIS WARRANT AGREEMENT dated as of between Chrysler Financial
Company L.L.C., a Michigan limited liability company (hereinafter called the
"Company," which term includes any successor company under the Indenture
hereinafter referred to) and as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company has entered into an indenture (the "Indenture")
dated as of [FOR SENIOR DEBT: ____ ], as supplemented by a First Supplemental
Indenture dated as of ________ , a Second Supplemental Indenture dated as of
_______ and a Third Supplemental Indenture dated as of ________ , each
between Chrysler Financial Corporation ("CFC") and Manufacturers Hanover
Trust Company, which has been succeeded by United States Trust Company of New
York as successor trustee (the "Trustee", which term includes any successor
Trustee under such Indenture), and a Fourth Supplemental Indenture dated as
of _______ between the Company (as successor to CFC) and the Trustee [FOR
SUBORDINATED DEBT: ____ between the Company and IBJ Schroder Bank & Trust
Company] [FOR JUNIOR SUBORDINATED DEBT: ____ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of ________ , providing for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (the "Debt
Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, the Company proposes to sell warrant certificates
evidencing one or mom warrants (the "Warrants" or individually a "Warrant")
representing the right to purchase [title of "Debt Securities purchasable
through exercise of Warrants] (the "Warrant Securities") such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company in connection with the issuance exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced:
Now THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein to purchase
a Warrant Security in the principal amount of .
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [either] registered form
[("Registered Warrants") or bearer form ("Bearer Warrants")] substantially in
[either of] the form[s respectively] set forth in Exhibit A (and Exhibit B
hereto, shall be dated and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon, as the officers of the Company executing
the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement,
or as any be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The
<F1>
- --------
* Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants and Warrant Securities. Monetary amounts may be in
U.S. dollars in a foreign currency or in a composite currency, including but
not limited to European Currency Units.
<PAGE>
Warrant Certificates shall be signed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its
Executive Vice Presidents or Vice Presidents and by its Treasurer or one of
its Assistant Treasurers or its Secretary or one of its Assistant Secretaries
under its corporate seal reproduced thereon. Such Signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has
been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Warrant Certificate, shall be
the proper officers of the Company, although at the date of the execution of
this Agreement any such person was not such officer.
[Bearer Warrant Certificates shall be delivered only outside the
United States and only upon delivery to the Warrant Agent from the person
entitled to physical delivery of such Warrant Certificates of in executed
certification substantially in the form of Exhibit D hereto.]
The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean [with respect to Registered Warrants,] any person in whose
name at the time any Warrant Certificate shall be registered upon the books
to be maintained by the Warrant Agent for that purpose. [With respect to
Bearer Warrants, the term "holder" or "holder of a Warrant Certificate" as
used herein shall mean the bearer of such Warrant Certificate. ]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
________ aggregate principal amount of Warrant Securities (except as provided
in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign
Warrant Certificates evidencing Warrants representing the right to purchase
up to __________ aggregate principal amount of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates or [, with respect to Registered
Warrants:] in connection with their transfer, as hereinafter provided or as
provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ___________ , 19__ the exercise
price of each Warrant will be __________ . During the period from _________ ,
19__ through and including _______ , 19__ , the exercise price of each
Warrant will be plus [accrued amortization of the original issue discount]
[accrued interest] from __________ 19__ . On ________, 19__ the exercise
price of each Warrant will be . During the period from through and including
_________, 19__ , the exercise price of each Warrant will be plus [accrued
amortization of the original issue discount] [accrued interest] from
_________, 19__ . [In each case, the original issue discount will be
amortized at a __% annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day
months.] Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price". [The original issue discount for each
_______ principal amount of Warrant Securities is ________.]
2
<PAGE>
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof] [
_______, 19__ ] and at or before 5 P.M., New York City time, on _________,
19__ or such later date as the Company may, by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set
forth in the record books of the Warrant Agent, designate (the "Expiration
Date"). Each Warrant not exercised at or before 5 P.M., New York City time,
on the Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in [lawful money of the United States of
America] [applicable currency] [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer]
in immediately available funds, the Warrant Price for each Warrant exercised,
to the Warrant Agent at its corporate trust office [or at _______ ], provided
that such exercise is subject to receipt within five business days of such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate
with the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly executed.
The date on which Payment in full of the Warrant Price is received by the
Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the
Warrant Price in an account of the Company maintained with it [if non-dollar
denominated funds--or in such other account designated by the Company] and
shall advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i)
the number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iv) such other information as
the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing each
Warrant, the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder [, or in bearer form, as may be directed by such holder; provided,
however, the holder of a Registered Warrant may not direct the Company to
issue any Warrant Security in bearer form; and provided, further that the
Company shall deliver Warrant Securities in bearer form only outside the
United States and only upon delivery from the person entitled to physical
delivery of such Warrant Securities of an executed certificate substantially
in the form of Exhibit C hereto]. If fewer than all of the Warrants evidenced
by such Warrant Certificate are exercised, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised [;provided, however, that the holder of a Registered
Warrant may not direct the Company to execute a Bearer Warrant].
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that
no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.
SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder
3
<PAGE>
of Warrant Securities, including, without limitation, the right to receive
the payment of principal of, premium, if any, or interest on Warrant
Securities or to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a
like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient
10 cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen
or destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately with
any and all other Warrant Certificates duly executed and delivered hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease.
If at any time there shall be a merger, consolidation, conveyance, transfer
or lease of assets permitted under the [Indenture relating to the Warrant
Securities] then in any such event the successor or assuming company referred
to therein shall succeed to and be substituted for the Company, with the same
effect, subject to the Indenture, as if it had been named herein and in the
Warrants as the Company; the Company shall thereupon, except in the case of a
lease, be relieved of any further obligation hereunder or under the Warrants,
and the Company as the predecessor company, except in the case of a lease,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by
the Company, and may execute and deliver Warrant Securities in its own name
pursuant to the Indenture, in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued
shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such consolidation,
merger, conveyance, transfer or lease, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as
may be appropriate.
The Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such consolidation, merger,
conveyance, transfer or lease complies with the provisions of this Section
3.04 and the Indenture.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or _______ ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in [the same or] other denominations evidencing such Warrants or
transfer thereof may be
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<PAGE>
registered in whole or in part [if the Warrant Certificates so surrendered
are in registered form], provided, however, that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered; and provided further that such other Warrant
Certificates shall be issued in registered [or bearer] form [as may be
directed by the holder of the surrendered Warrant Certificate; provided,
however, that the holder of a Registered Warrant may not exchange such
Warrant Certificate for a Bearer Warrant; and, provided further, that the
Warrant Agent shall deliver Bearer Warrant only outside the United States,
and only upon delivery from the person entitled to physical delivery of such
Warrant Certificates of an executed certificate substantially in the form of
Exhibit D hereto]. The Warrant Agent shall keep, at its corporate trust
office [and at books in which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant Certificate [in registered form] and
exchanges and transfers of outstanding Warrant Certificates [in registered
form] upon surrender of such] Warrant Certificates to the Warrant Agent at
its corporate trust office [or ] for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration
of transfer and written instructions for transfer, all in form satisfactory
to the Company and the Warrant Agent. No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are
so surrendered for exchange or registration of transfer, an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange or registration of transfer. [Each
Bearer Warrant shall be transferable by delivery and shall be deemed
negotiable.]
SECTION 4.02. Treatment of Holders of Warrant Certificates. The
Company and the Warrant Agent may treat the holder of a Warrant Certificate
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange or registration of transfer, or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Company from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints __________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth;
and __________ hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the
terms and provisions hereof.
SECTION 5.02. Condition of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant
5
<PAGE>
Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by
the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against any loss, liability or
expense incurred without negligence or bad faith on the part of the
Warrant Agent arising out of or in connection with its acting as
Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not
assume any obligation or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of
Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice Of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, my become the owner of, or
acquire any interest in, Warrants, with the same rights that it or
they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed
to prevent the Warrant Agent from acting as Trustee under the
Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to
the Warrant Agent's countersignature thereon), all of which are made
solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend
to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in caw of any default by
the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty, or
responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to
make any demand upon the Company.
6
<PAGE>
SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective:
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust
company authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under Section
5.02(a) shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall take corporate action in
furtherance of any such action or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Warrant Agent or of its property or affairs, or any
public officer shall take charge or control of the Warrant Agent or of its
property or affairs for the purpose of rehabilitation, conservation, winding
up or liquidation, a successor Warrant Agent qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any company into which the Warrant Agent hereunder may
be merged or converted or any company with which the Warrant Agent may be
consolidated, or any company resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any company to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or
7
<PAGE>
questions arising under this Agreement as the Company and the Warrant Agent
may deem necessary or desirable; provided that such action shall not affect
adversely the interests of the holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________
, Attention: __________ , and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Chrysler
Financial Company L.L.C., 27777 Franklin Road, Southfield, Michigan
48034-8286, attention of ______________ (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the bolder of the Warrant Certificate evidencing such
Warrant, prior to or concurrently with the delivery of the Warrant Securities
issued upon such exercise, a Prospectus. The Warrant Agent shall not by
reason of any such delivery, assume any responsibility for the accuracy or
adequacy of such Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Securities
issued upon exercise of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.
SECTION 6.07. Persons Having Rights Under Warrant Agreement. Nothing
in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement maybe executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
SECTION 6.11. Notices to Holders of Warrants. Any notice to holders
of Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [, with respect to Registered Warrants,]
by first class mail prepaid at such holder's address as appears on the books
of the Warrant Agent [or, with respect to Bearer Warrants, by publication at
least once in a daily morning newspaper in New York City and in London].
8
<PAGE>
IN WITNESS WHEREOF, Chrysler Financial Company L.L.C. and have caused this
Agreement to be signed by their respective duly authorized officers, and
their respective corporate seals to be affixed hereunto, and the same to be
attested by their respective Secretaries or one of their respective Assistant
Secretaries, all as of the day and year first above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ____________________________________
Title:
Attest:
___________________________
Title:
[Warrant Agent]
By: ____________________________________
Title:
Attest:
___________________________
Title:
9
<PAGE>
Exhibit A
FORM OF WARRANT CERTIFICATE [2: IN REGISTERED FORM]
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ___________, 19
No. _____ ______ Warrants
This certifies that or ____________ registered assigns (the
"Registered Holder") is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time [after 5
P.M., New York City time, on , 19 and] on or before 5 P.M., New York City
time, on __________ 19__ , _________ principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Chrysler Financial Company L.L.C.
(the "Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on __________ , 19__ the exercise price of
each Warrant will be _________ ; during the period from ________ , 19__ ,
through and including ___________, 19__ , the exercise price of each Warrant
will be plus [accrued amortization of the original issue discount] [accrued
interest] from _________, 19__ ; on _________, 19__ the exercise price of
each Warrant will be _____________ plus [accrued amortization of the original
issue discount] [accrued interest] from _________, 19__ ; [in each case, the
original issue discount will be amortized at a ___% annual rate, computed on
an annual basis using the "interest" method and using a 360-day year
consisting of twelve 30-day months] (the "Warrant Price") [The original issue
discount for each _______- principal amount of Warrant Securities is
_________.] The Registered Holder may exercise the Warrants evidenced hereby
by providing certain information set forth on the beck hereof and by paying
in full, (in lawful money of the United States of America] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wife transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duty executed, at the corporate
trust office of [name of Warrant Agent], or its successor as warrant agent
(the "Warrant Agent"), [or __________] currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions
set forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
my be exercised to purchase Warrant Securities in registered form in
denominations of ___________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Registered Holder hereof a new
Warrant Certificate in registered form evidencing the number of Warrants
remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof. Copies of the
Warrant Agreement am on file at the above-mentioned office of the Warrant
Agent [and at _____________].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT: ______],
as supplemented by a First Supplemental Indenture dated as of __________, a
Second Supplemental Indenture dated as of and a Third Supplemental Indenture
dated as of ____________, each between Chrysler
A-1
<PAGE>
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, which
has been succeeded by United States Trust Company of New York as successor
trustee (the "Trustee", which term includes any successor Trustee under such
Indenture"), and a Fourth Supplemental Indenture, dated as of __________,
between the Company (as successor to CFC) and the Trustee [FOR SUBORDINATED
DEBT: ____________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: ___________ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of ____________ (the "Indenture"), and will be subject to the terms
and provisions contained in the Indenture. Copies of the Indenture and the
form of the Warrant Securities are on file at the corporate trust office of
the Trustee [and at __________].
This Warrant Certificate may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or _________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing,
in the manner and subject to the limitations provided in the Warrant
Agreement.
After countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in registered form representing the same aggregate number of
Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants, of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of ___________, 19__ .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: _____________________________
Attest:
____________________________
Countersigned:
____________________________
As Warrant Agent
____________________________
Authorized Signature
A-2
<PAGE>
Reverse of Warrant Certificate
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Registered Holder
must pay in [Dollars] [applicable currency or units] [in cash or by certified
check or official bank check or by bank wire transfer] [by bank wire
transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn: ________ [or _________ ]
which [payment] [wire transfer] must specify the name of the Registered
Holder and the number of Warrants exercised by such Registered Holder. In
addition the Registered Holder must complete the information required below
and present this Warrant Certificate in person or mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address set forth below. This Warrant Certificate, completely and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _____________
Warrants, evidenced by this Warrant Certificate, to purchase ____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that he has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of in accordance
with the terms hereof. The undersigned requests that said principal amount of
Warrant Securities be in registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with
the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated: Name ________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address: ____________________
Identifying Number of Holder)
_____________________________
Signature: __________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
By mail at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]
A-3
<PAGE>
Assignment
(Form of Assignment To Be Executed If Holder Desires
To Transfer Warrants Evident Hereby)
FOR VALUE RECEIVED _______________________ hereby sells, assigns and
transfers unto
Please insert social security
or other identifying number
-----------------------------
__________________________________________________ ______________________
(Please print name and address including zip code)
- -----------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Age with full power of substitution
in the premises.
Dated:
______________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guarantee by a
bank, trust company or member
broker of the New York,
Midwest or Pacific Stock
Exchange.)
Signature Guaranteed
- --------------------------------------
A-4
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit B
FORM OF WARRANT CERTIFICATE IN BEARER FORM]
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ________, 19
No. ________ _____ Warrants
This certifies that the bearer hereof (the "Bearer") is the owner of
the above indicated number of Warrants, each Warrant entitling the Bearer to
purchase, at any time [after 5 P.M., New York City time, on _______, 19__ and
_____] on or before 5 P.M., New York City time, on ____________, 19__ ,
principal amount of [Title of Warrant Securities] (the "Warrant Securities"),
of Chrysler Financial Company L.L.C. (the "Company"), issued and to be issued
under the Indenture (as hereinafter defined), on the following basis: [on
_____, 19__ the exercise price of each Warrant will be _______; during the
period from ___________, 19__ , through and including _______, 19__ , the
exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from _______, 19__ ; on
_________, 19__ the exercise price of each Warrant will be __________; during
the period from _________, 19__ , through and including __________, 19___ ,
the exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from ____________, 19__ ; [in
each case, the original issue discount will be amortized at a __% annual
rate, computed on an annual basis using the "interest" method and using a
360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The
original issue discount for each ________ principal amount of Warrant
Securities is _________.] The Bearer may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof and by
paying in full, [in lawful money of the United States of America] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate
trust office of [name of Warrant Agent], or its successor as warrant agent
(the "Warrant Agent"), [or _____] currently at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in bearer or registered form
in denominations of _________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Bearer a new Warrant Certificate in
bearer or registered form, as the Bearer may direct, evidencing the number of
Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Bearer consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and
at ______].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT:
___________ ], as supplemented by a First Supplemental Indenture dated as of
___________, a Second Supplemental
B-1
<PAGE>
Indenture dated as of __________ and a Third Supplemental Indenture dated as
of ________, each between Chrysler Financial Corporation ("CFC") and
Manufacturers Hanover Trust Company, which has been succeeded by United
States Trust Company of New York as successor trustee (the "Trustee", which
term includes any successor Trustee under such Indenture), and a Fourth
Supplemental Indenture dated as of _________, between the Company (as
successor to CFC) and the Trustee [FOR SUBORDINATED DEBT: ____________
between the Company and IBJ Schroder Bank & Trust Company] [FOR JUNIOR
SUBORDINATED DEBT: ____________ between the Company and Irving Trust
Company], as Trustee, as supplemented by a First Supplemental Indenture dated
as of (the "Indenture"), and will be subject to the terms and provisions
contained in the Indenture. Copies of the Indenture and the form of the
Warrant Securities are on file at the corporate trust office of the Trustee
[and at ________].
This Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.
After countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in bearer or registered form representing the same aggregate
number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of __________ , 19__ .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ________________________________
Attest:
_______________________________
Countersigned:
- -------------------------------
As Warrant Agent
- -------------------------------
Authorized Signature
B-2
<PAGE>
Reverse of Warrant Certificate
Instruction for Exercise of Warrants
To exercise the Warrants evidenced hereby, the Bearer must pay in
[Dollars] [applicable currency or units] [in cash or by certified check or
official bank check or by bank wire transfer] [by bank wire transfer] [in
immediately available funds] the Warrant Price in full for Warrants exercised
to [insert name of Warrant Agent] [corporate trust department] [insert
address of Warrant Agent], Attn: __________ [or _________ ], which [payment]
[wire transfer] must specify the name of the Bearer and the number of
Warrants exercised by such Bearer. In addition, the Bearer must complete the
information required below and present this Warrant Certificate in person or
mail (certified or registered mail is recommended) to the Warrant Agent at
the appropriate address set forth below. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the [payment] [wire transfer]. If the undersigned is requesting
delivery of Warrant Securities in bearer form, the person entitled to
physical delivery of such Warrant Securities will be required to deliver a
certificate (copies of which may be obtained from the Warrant Agent [or
______________]) certifying that such Warrant Securities are not being
acquired by or on behalf of a United States Person (as defined in the
certificate) or for sale to a United States Person unless such United States
Person is a qualified financial institution as defined under United States
tax laws and regulations.
B-3
<PAGE>
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ___________
Warrants, evidenced by this Warrant Certificate, to purchase _______
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that be has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of __________ in
accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Securities be in registered bear (delete
inapplicable type) form in the authorized denominations, registered in such
names (if applicable) and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in
registered/bearer (delete inappropriate type) form and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated: Name ___________________________
- -------------------------------- (Please Print)
- --------------------------------
(Insert Social Security or Other Address: _______________________
Identifying Number of Holder)
________________________________
Signature: _____________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
By mail at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete
as appropriate.]
B-4
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit C
FORM OF CERTIFICATE FOR DELIVERY OF WARRANT SECURITIES IN BEARER FORM
CHRYSLER FINANCIAL COMPANY L.L.C.
[Title of Warrant Securities]
To: CHRYSLER FINANCIAL COMPANY L.L.C.
c/o [Name]
as Trustee
This certificate is submitted in connection with the undersigned's
request that you deliver to us principal amount of [Title of Warrant
Securities] (the "Warrant Securities") in bearer form upon exercise of
warrants.
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Securities), the Warrant
Securities which are to be delivered to the undersigned in bearer form are
not being acquired, directly or indirectly, by or on behalf of a United
States Person, or for offer to or for resale to a United States Person or, if
any beneficial owner of the Warrant Securities is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction: "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
----------------------------------------
(Signature)
Dated:
----------------------------------------
(Please print name)
Address:
C-1
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit D
FORM OF WARRANT FOR DELIVERY OF BEARER WARRANTS
CHRYSLER FINANCIAL COMPANY L.L.C.
Warrant Certificates Evidencing Warrants Representing
the right to Purchase
[Title of Warrant]
Securities
To: [Warrant Agent]
This certificate is submitted in connection with the undersigned's
request that you deliver to as a warrant certificate (the "Warrant
Certificate") in bearer form evidencing warrants representing the risk to
purchase principal amount of [Title of Warrant Securities].
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Certificates), the Warrant
Certificate which is to be delivered to the undersigned in bearer form is not
being acquired, directly or indirectly, by or on behalf of a United States
Person, or for offer to resell or for resale to a United States Person or, if
any beneficial owner of the Warrant Certificate is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction. "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 1650(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
------------------------------------
(Signature)
Dated:
------------------------------------
(Please print name)
Address:
D-1
<PAGE>
CHRYSLER FINANCIAL COMPANY L.L.C.
Form of Warrant Agreement [for warrants attached to Debt Securities]*<F2>
THIS WARRANT AGREEMENT dated as of _________ between Chrysler
Financial Company L.L.C., a Michigan limited liability company thereinafter
called the "Company," which term includes any successor company under the
Indenture hereinafter referred to) and ____________as Warrant Agent (herein
called the "Warrant Agent").
WHEREAS, the Company has entered into an indenture (the "[Senior]
[Junior] [Subordinated] Indenture") dated as of [FOR SENIOR DEBT:
____________], as supplemented by a First Supplemental Indenture dated as of
__________, a Second Supplemental Indenture dated as of and a Third
Supplemental Indenture dated as of __________, each between the Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, as
trustee, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Senior Trustee") and a Fourth Supplemental Senior
Indenture dated as of ______________ between the Company (as successor to
CFC), and the Senior Trustee] [FOR SUBORDINATED DEBT: _________ between the
Company and IBJ Schroder Bank & Trust Company (the "Subordinated Trustee)]
[FOR JUNIOR SUBORDINATED DEBT: _________ between the Company and Irving Trust
Company), as trustee (the "Junior Subordinated Trustee")], as supplemented by
a First Supplemental Indenture dated as of __________, providing for the
issuance from time to time of its unsecured [senior] [junior] [subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Junior]
[Subordinated] Debt Securities"), to be issued in one or more series as
provided in the [Senior] [Junior] [Subordinated] Indenture [if Warrant
Securities are not under same Indenture as Offered Securities--and an
indenture (the "[Senior] [Junior] [Subordinated] Indenture", the [ _______ ]
and [ __________ ] Indentures being referred to collectively as the
"Indentures") dated as of , between the Company and Trust Company, as trustee
(the "[Senior] [Junior] [Subordinated] Trustee", the [ ________ ] and [
_________ ] Trustees being referred to collectively as the "Trustees"), as
supplemented by a First Supplemental Indenture dated as of ____________,
providing for the issuance from time to time of its [senior] [junior]
[subordinated] debentures, notes or other evidences of indebtedness (the
"[Senior] [Junior] [Subordinated] Debt Securities", the [ ________ ] and [
________ ] Debt Securities being referred to collectively as the "Debt
Securities"), to be issued in one or more series as provided in the [
__________ ] Indenture]; and
WHEREAS, the Company proposes to sell [title of Debt Securities
being offered] (the "Offered Securities") with warrant certificates
evidencing one or more warrants (the "Warrants" or individually a "Warrant")
representing the right to purchase [title of Debt Securities purchasable
through exercise of Warrants] (the "Warrant Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
executed and exercised and replaced:
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
<F2>
- ---------------
* Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants, Warrant Securities and Offered Securities.
Monetary amounts may be in U.S. dollars in a foreign currency or in a
composite currency, including but not limited to European Currency Units.
Bracketed language here and throughout this agreement should be
inserted as follows:
1: If Warrants are immediately detachable from the Offered
Securities; and
2. If Warrants are detachable from the Offered Securities only after
the Detachable Date.
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<PAGE>
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Warrants shall be initially
issued in connection with the issuance of the Offered Securities [2: but
shall be separately transferable on and after _________, 19__ (the
"Detachable Date")] [1: and shall be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants. Each Warrant
evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase a Warrant Security in the principal
amount of ___________. Warrant Certificates shall be initially issued in
units with the Offered Securities and each Warrant Certificate included in
such a unit shall evidence Warrants for each principal amount of Offered
Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [either] registered form
[("Registered Warrants") or bearer form ("Bearer Warrants") substantially in
[either of] the form[s respectively] set forth in Exhibit A [and Exhibit B]
hereto, [the form to be the same as that of the Offering Security in
connection with which the Warrant Certificate is issued,] shall be dated
___________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Executive
Vice Presidents or Vice Presidents and by its Treasurer or one of its
Assistant Treasurers or its Secretary or one of its Assistant Secretaries
under its corporate seal reproduced thereon. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company, and any
Warrant Certificate may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Warrant Certificate, shall be
the proper officers of the Company, although at the date of the execution of
this Agreement any such person was not such officer.
[Bearer Warrant Certificates in bearer form shall be delivered only
outside the United States and only upon delivery to the Warrant Agent from
the person entitled to physical delivery of such Warrant Certificates of an
executed certification substantially in the form of Exhibit D hereto.]
The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean [with respect to Registered Warrants] any person in whose
name at the time any Warrant Certificate shall be registered upon the books
to be maintained by the Warrant Agent for that Purpose [2: or upon the
register of the Offered Securities prior to he Detachable Date. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].
[With respect to Bearer Warrants, the term "holder" or "holder of a
Warrant Certificate" as used herein shall mean [2: prior to the Detachable
Date, the bearer of the Offered Security in bearer form to which such Warrant
Certificate was initially attached and after this Detachable Date] the bearer
of such Warrant Certificate.]
2
<PAGE>
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
__________ aggregate principal amount of Warrant Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing Warrants representing the right
to purchase up to __________ aggregate principal amount of Warrant Securities
and shall deliver such Warrant Certificates to or upon the order of the
Company. Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates [or with respect to Registered Warrants],
in connection with their transfer, as hereinafter provided or as provided in
Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ___________, 19__ the exercise price
of each Warrant will be ________. During the period from _________, 19__
through and including ________, 19__, the exercise price of each Warrant will
be plus [accrued amortization of the original issue discount] [accrued
interest] from _________, 19__ . On _________, 19__ the exercise price of
each Warrant will be _________. During the period from ________, 19__ ,
through and including ________, 19__ , the exercise price of each Warrant
will be ________ plus [accrued amortization of the original issue discount]
[accrued interest] from _________, 19_____ . [In each case, the original
issue discount will be amortized at a __% annual rate, computed on an annual
basis using the "interest" method and using a 360-day year consisting of
twelve 30-day months.] Such purchase price of Warrant Securities is referred
to in this Agreement as the "Warrant Price". [The original issue discount for
each _______ principal amount of Warrant Securities is _________.]
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof] [
__________, 19__ ] and at or before 5 P.M., New York City time, on _________,
19__ or such later date as the Company may, by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set
forth in the record books of the Warrant Agent, designate (the "Expiration
Date"). Each Warrant not exercised at or before 5 P.M., New York City time,
on the Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in [lawful money of the United States of
America] [applicable currency,] [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer]
[in immediately available funds] the Warrant Price for each Warrant
exercised, to the Warrant Agent at its corporate trust office [or all
__________], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities
set forth on the reverse side of the Warrant Certificate properly completed
and duly executed. The date on which Payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
[if non-dollar denominated funds--or in such other account designated by the
Company] and shall advise the Company by telephone at the end of each day on
which a [payment] [wire transfer] for the exercise of Warrants is received of
the amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the [Trustee under the Indenture relating
to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such
exercise, and (iv) such other information as the Company or the Trustee shall
reasonably require.
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<PAGE>
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing each
Warrant, the Warrant Securities to which such holder is entitled, [in fully
registered form, registered in such name or names as may be directed by such
holder 2] [or in bearer form, as may be directed by such holder; provided,
however, the holder of a Registered Warrant may not direct the Company to
issue any Warrant Security in bearer form; and provided, further that the
Company shall deliver Warrant Securities in bearer form only outside the
United States and only upon delivery from the person entitled to physical
delivery of such Warrant Securities of an executed certificate substantially
in the form of Exhibit C hereto]. If fewer than all of the Warrants evidenced
by such Warrant Certificate are exercised, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised[; provided, however, that the holder of a Registered
Warrant may not direct the Company to execute a Bearer Warrant].
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that
no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.
SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of principal of, premium, if any, or interest on Warrant Securities
or to enforce any of the covenants in the [Indenture relating to the Warrant
Securities].
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a
like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient
10 cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen
or destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately with
any and all other Warrant Certificates duly executed and delivered hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease.
If at any time there shall be a merger, consolidation, conveyance, transfer
or lease of assets permitted under the [Indenture relating to the Warrant
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<PAGE>
Securities] then in any such event the successor or assuming company referred
to therein shall succeed to and be substituted for the Company, with the same
effect, subject to the Indenture, as if it had been named herein and in the
Warrants as the Company; the Company shall thereupon, except in the case of a
lease, be relieved of any further obligation hereunder or under the Warrants,
and the Company as the predecessor company, except in the case of a lease,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by
the Company, and may execute and deliver Warrant Securities in its own name
pursuant to the Indenture, in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued
shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof, In any case of any such consolidation,
merger, conveyance, transfer or lease, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as
may be appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, conveyance, transfer
or lease complies with the provisions of this Section 3.04 and the Indenture.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [1:
Upon] [2: Prior to the Detachable Date a Warrant Certificate may be exchanged
or transferred only together with the Offered Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Security. Prior
to any Detachable Date, each transfer of the Offered Security, on the
register of the Offered Securities [if such Offered Security is in registered
form, shall operate also to transfer the related Warrant Certificates. After
the Detachable Date upon] surrender at the corporate trust office of the
Warrant Agent [or ________], Warrant Certificates evidencing Warrants may be
exchanged for Warrant Certificates in [the same or] other denominations
evidencing such Warrants or the transfer thereof may be registered in whole
or in part [if the Warrant Certificates so surrendered are in registered
form]; provided, however, that such other Warrant Certificates evidence the
same aggregate number of Warrants as the Warrant Certificates so surrendered:
and provided further that such other Warrant Certificates shall be issued in
registered [or bearer] form [as may be directed by the holder of the
surrendered Warrant Certificate; provided, however, that the holder of a
Registered Warrant may not exchange such Warrant Certificate for a Bearer
Warrant; and provided, further, that the Warrant Agent shall deliver Bearer
Warrant only outside the United States, and only upon delivery from the
person entitled to physical delivery of such Warrant Certificates of an
executed certificate substantially in the form of Exhibit D hereto]. The
Warrant Agent shall keep, at its corporate trust office [and at _______],
books in which, subject to such reasonable regulations as it may prescribe,
it shall register Warrant Certificates [in registered form] and exchanges and
transfers of outstanding Warrant Certificates [in registered form], upon
surrender of such Warrant Certificates to the Warrant Agent at its corporate
trust office [or _______] for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory, to
the Company and the Warrant Agent. No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are
so surrendered for exchange or registration of transfer, an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange or registration of transfer. [2:
Subject to this Section 4.01, each] [1: Each] Bearer Warrant shall be
transferable by delivery and shall be deemed negotiable.
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SECTION 4.02. Treatment of Holders of Warrant Certificates. Every
holder of a Warrant Certificate, by accepting the same, consents and agrees
with the Company, the Warrant Agent and with every subsequent holder of such
Warrant Certificate that until the transfer of the Warrant Certificate is
registered on the books of the Warrant Agent [or the register of the Offered
Securities prior to the Detachable Date], the Company and the Warrant Agent
may treat the registered holder of a Warrant Certificate as the absolute
owner thereof for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange or registration of transfer, or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Company from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints
____________ as Warrant Agent of the Company in respect of the Warrants and
the Warrant Certificates upon the terms and subject to the conditions herein
set forth; and ____________ hereby accepts such appointment. The Warrant
Agent shall have the power and authority granted to and conferred upon it in
the Warrant Certificates and hereby and such further powers and authority to
act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.
SECTION 5.02. Condition of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including counsel fees) incurred by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent arising out
of or in connection with its acting as Warrant Agent hereunder, as
well as the costs and expenses of defending against any claim of
such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not
assume any obligation or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of
Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice Of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
6
<PAGE>
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, my become the owner of, or
acquire any interest in, Warrants, with the same rights that it or
they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed
to prevent the Warrant Agent from acting as Trustee under either of
the Indentures.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to
the Warrant Agent's countersignature thereon), all of which are made
solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend
to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty, or
responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to
make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust
company authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under Section
5.02(a) shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally
7
<PAGE>
as they become due, or shall take corporate action in furtherance of any such
action or a decree or order for relief by a court having jurisdiction in the
premises shall have been entered in respect of the Warrant Agent in an
involuntary cast under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency
or similar law; or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property
or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as I originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any company into which the Warrant Agent hereunder may
be merged or converted or any company with which the Warrant Agent may be
consolidated, or any company resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any company to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement
as the Company and the Warrant Agent may deem necessary or desirable;
provided that such action shall not affect adversely the interests of the
holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
____________, Attention: ____________, and any communication from the Warrant
Agent to the Company with respect to this Agreement shall be addressed to
Chrysler Financial Company L.L.C., 27777 Franklin Road, Southfield, Michigan
48034-8286, attention of _________________ (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the bolder of
8
<PAGE>
the Warrant Certificate evidencing such Warrant, prior to or concurrently
with the delivery of the Warrant Securities issued upon such exercise, a
Prospectus. The Warrant Agent shall not by reason of any such delivery,
assume any responsibility for the accuracy or adequacy of such Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Securities issued upon the
exercise of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.
SECTION 6.07. Persons Having Rights Under Warrant Agreement. Nothing
in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement maybe executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
SECTION 6.11. Notices to Holders of Warrants. Any notice to holders
of Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [, with respect to Registered Warrants,]
by first class mail prepaid at such holder's address as appears on the books
of the Warrant Agent [2: (or on the register of the Offered Securities prior
to the Detachable Date)] [or, with respect to Bearer Warrants,] by
publication at least once in a daily morning newspaper in New York City and
in London].
IN WITNESS WHEREOF, Chrysler Financial Company L.L.C. and
______________ have caused this Agreement to be signed by their respective
duly authorized officers, and their respective, corporate seal to be affixed
hereunto, and the same to be attested by their respective Secretaries or one
of their respective Assistant Secretaries, all as of the day and year first
above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ___________________________________
Title:
Attest:
_______________________
Title:
[Warrant Agent]
By: __________________________________
Title:
9
<PAGE>
Attest:
_______________________
Title:
10
<PAGE>
Exhibit A
FORM OF WARRANT CERTIFICATE [2: IN REGISTERED FORM]
[Face of Warrant Certificate]
[4: Prior to _______ this Warrant Certificate
cannot be transferred or exchanged unless attached
to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON _________, 19__
No. ________ ________ Warrants
This certifies that or _____________ registered assigns (the
"Registered Holder") is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time [after 5
P.M., New York City time, on ____________, 19__ and] on or before 5 P.M., New
York City time, on ____________ 19__, principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Chrysler Financial Company L.L.C.
(the "Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on ___________, 19__ the exercise price of
each Warrant will be ___________; during the period from 19__ , through and
including 19__ the exercise price of each Warrant will be plus [accrued
amortization of the original issue discount] [accrued interest] from
_____________, 19__ ; on ____________, 19__ , the exercise price of each
Warrant will be ___________; during the period from ____________, 19__
through and including _____________, 19__ , the exercise price of each
Warrant will be _____________, plus [accrued amortization of the original
issue discount] [accrued interest] from _____________, 19__ ; [in each case,
the original issue discount will be amortized at a __% annual rate, computed
on an annual basis using the "interest-method and using a 360-day year
consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each principal amount of Warrant Securities is _________.]
The Registered Holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the beck hereof and by paying in full (in
lawful money of the United States of America] [applicable currency or units)
[in cash or by certified check or official bank check or by bank wife
transfer, in each case,] [by bank wire transfer] in immediately available
funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duty executed, at the corporate trust office
of [name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent") [or ________] currently at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
my be exercised to purchase Warrant Securities in registered form in
denominations of and any integral multiples thereof. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Registered Holder hereof a new Warrant Certificate in
registered form evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof. Copies of the
Warrant Agreement am on file at the above-mentioned office of the Warrant
Agent [and at ___________].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT:
A-1
<PAGE>
___________________ ], as supplemented by a First Supplemental Indenture
dated as of _____________, a Second Supplemental Indenture dated as of and a
Third Supplemental Indenture dated as of _____________, each between Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, which
has been succeeded by United States Trust Company of New York as successor
trustee (the "Trustee" which term includes any successor trustee under such
Indenture), and a Fourth Supplemental Indenture dated as of __________
between the Company (as successor to CFC) and the Trustee [FOR SUBORDINATED
DEBT: ____________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: __________ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of (the "Indenture"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form
of the Warrant Securities are on file at the corporate trust office of the
Trustee [and at ________].
[2: Prior to ____________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer or such Offered Security. After such date, this] [1:
This] Warrant Certificate may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or _______] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing,
in the manner and subject to the limitations provided in the Warrant
Agreement.
[2: Except as provided in the immediately preceding paragraph,
after] [1: After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in registered form representing the same aggregate number of
Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants, of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: __________________________________________
Attest:
___________________________
Countersigned:
___________________________
As Warrant Agent
By ________________________
Authorized Signature
A-2
<PAGE>
Reverse of Warrant Certificate
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Registered Holder
must pay in [Dollars] [applicable currency or units] [in cash or by certified
check or official bank check or by bank wire transfer] [by bank wire
transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn: _________ [or _______],
which [payment] [wire transfer] must specify the name of the Registered
Holder and the number of Warrants exercised by such Registered Holder. In
addition the Registered Holder must complete the information required below
and present this Warrant Certificate in person or mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address set forth below. This Warrant Certificate, completely and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ______________
Warrants, evidenced by this Warrant Certificate, to purchase ___________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that he has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of _________ in
accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Securities be in registered form in the
authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated: Name ________________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address _____________________________
Identifying Number of Holder)
_____________________________
Signature ___________________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
By mail at ___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants --complete
as appropriate.]
A-3
<PAGE>
Assignment
(Form of Assignment To Be Executed If Holder Desires
To Transfer Warrants Evident Hereby)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto
Please insert social security
or other identifying number
-----------------------------
__________________________________________________ _______________________
(Please print name and address including zip code)
- -----------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution
in the premises.
------------------------------------------------
Dated: Signature
(Signature must conform in all respects to name
of holder as specified on the face of this
Warrant Certificate and must bear a signature
guarantee by a bank, trust company or member
broker of the New York, Midwest or Pacific Stock
Exchange.)
Signature Guaranteed
- ---------------------
A-4
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit B
FORM OF WARRANT CERTIFICATE IN BEARER FORM]
[Face of Warrant Certificate]
[4: Prior to this Warrant Certificate
cannot be transferred or exchanged unless attached
to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ____________, 19
No. ____________ ______ Warrants
This certifies that the bearer hereof (the "Bearer") is the owner of
the above indicated number of Warrants, each Warrant entitling the Bearer to
purchase, at any time [after 5 P.M., New York City time, on _______, 19__
and] on or before 5 P.M., New York City time, on ________, 19__ , principal
amount of [Title of Warrant Securities] (the "Warrant Securities"), of
Chrysler Financial Company L.L.C. (the "Company"), issued and to be issued
under the Indenture (as hereinafter defined), on the following basis: [on
_______, 19__ the exercise price of each Warrant will be _______; during the
period from ________, 19__ , through and including _________, 19__ , the
exercise price of each Warrant will be ____________ plus [accrued
amortization of the original issue discount] [accrued interest] from
_________, 19__ ; on _________, 19__ the exercise price of each Warrant will
be ____________; during the period from ___________, 19__ , through and
including __________, 19__ , the exercise price of each Warrant will be
__________ plus [accrued amortization of the original issue discount]
[accrued interest] from ___________, 19__ ; [in each case, the original issue
discount will be amortized at a __% annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve
30-day months] (the "Warrant Price"). [The original issue discount for each
_________- principal amount of Warrant Securities is __________.] The Bearer
may exercise the Warrants evidenced hereby by providing certain information
set forth on the back hereof and by paying in full, [in lawful money of the
United States of America] [applicable currency or units] [in cash or by
certified check or official bank check or by Bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds, the Warrant
Price for each Warrant exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form
on the back hereof duly executed, at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or
_________] currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in bearer or registered form
in denominations of ____________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Bearer a new Warrant Certificate in
bearer or registered form, as the Bearer may direct, evidencing the number of
Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Bearer consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and
at _________].
B-1
<PAGE>
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT]:
__________________, as supplemented by a First Supplemental Indenture dated
as of ______________, a Second Supplemental Indenture dated as of and a Third
Supplemental Indenture dated as of ______________, each between Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, which
has been succeeded by United States Trust Company of New York as successor
trustee (the "Trustee", which term includes any successor Trustee under such
Indenture), and a Fourth Supplemental Indenture dated as of between the
Company (as successor to CFC) and the Trustee [FOR SUBORDINATED DEBT:
__________________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: ________________ between the Company and
Irving Trust Company], as Trustee, as supplemented by a First Supplemental
Indenture dated as of (the "Indenture"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form
of the Warrant Securities are on file at the corporate trust office of the
Trustee [and at __________].
[2: Prior to ___________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [1:
This] Warrant Certificate, and all rights hereunder, may be transferred by
delivery, and the Company and the Warrant Agent may treat the bearer hereof
as the owner for all purposes.
[2: Except as provided in the immediately preceding paragraph,
after] [1: After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in bearer or registered form representing the same aggregate
number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
CHRYSLER FINANCIAL COMPANY L.L.C.
By ______________________________
Attest:
_____________________________
Countersigned:
_____________________________
As Warrant Agent
By __________________________
Authorized Signature
B-2
<PAGE>
Reverse of Warrant Certificate
Instructions for Exercise of Warrants
To exercise the Warrants evidenced hereby, the Bearer must pay in
[Dollars] [applicable currency or units] [in cash or by certified check or
official bank check or by bank wire transfer] [by bank wire transfer] [in
immediately available funds] the Warrant Price in full for Warrants exercised
to [insert name of Warrant Agent] [corporate trust department] [insert
address of Warrant Agent], Attn: ____________ [or __________], which
[payment] [wire transfer] must specify the name of the Bearer and the number
of Warrants exercised by such Bearer. In addition, the Bearer must complete
the information required below and present this Warrant Certificate in person
or mail (certified or registered mail is recommended) to the Warrant Agent at
the appropriate address set forth below. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the [payment] [wire transfer]. If the undersigned is requesting
delivery of Warrant Securities in bearer form, the person entitled to
physical delivery of such Warrant Securities will be required to deliver a
certificate (copies of which may be obtained from the Warrant Agent [or
_________-]) certifying that such Warrant Securities are not being acquired
by or on behalf of a United States Person (as defined in the certificate) or
for sale to a United States Person unless such United States Person is a
qualified financial institution as defined under United States tax laws and
regulations.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _____________
Warrants, evidenced by this Warrant Certificate, to purchase _____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that be has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of in accordance
with the terms hereof. The undersigned requests that said principal amount of
___________ Warrant Securities be in registered bearer (delete inapplicable
type) form in the authorized denominations, registered in such names (if
applicable) and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in
registered/bearer (delete inappropriate type) form and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated: Name __________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address _______________________
Identifying Number of Holder)
_______________________
Signature _____________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
B-3
<PAGE>
By mail at ___________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants --complete
as appropriate.]
B-4
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit C
FORM OF CERTIFICATE FOR DELIVERY OF WARRANT SECURITIES IN BEARER FORM
CHRYSLER FINANCIAL COMPANY L.L.C.
[Title of Warrant Debt Securities]
To: CHRYSLER FINANCIAL COMPANY L.L.C.
c/o [Name]
as Trustee
This certificate is submitted in connection with the undersigned's
request that you deliver to us principal __________ amount of [Title of
Warrant Securities] (the "Warrant Securities") in bearer form upon exercise
of warrants.
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Securities), the Warrant
Securities which are to be delivered to the undersigned in bearer form are
not being acquired, directly or indirectly, by or on behalf of a United
States Person, or for offer to resell or for resale to a United States Person
or, if any beneficial owner of the Warrant Securities is a United States
Person, such United States Person is a financial institution or acquiring
through a financial institution. If the undersigned is a clearing
organization, the undersigned represents that this certificate is based on
statements provided to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction: "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source: "financial institution" means a branch located outside the United
States of a qualified Financial institution as defined in Section
1.165-12(c)(1))(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
----------------------------------
(Signature)
Dated:
----------------------------------
(Please print name)
Address:
C-1
<PAGE>
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit D
FORM OF WARRANT FOR DELIVERY OF BEARER WARRANTS
CHRYSLER FINANCIAL COMPANY L.L.C.
Warrant Certificates Evidencing Warrants Representing
the Right to Purchase
[Title of Warrant Securities]
To: [Warrant Agent]
This certificate is submitted in connection with the undersigned's
request that you deliver to as a warrant certificate (the "Warrant
Certificate") in bearer form evidencing warrants representing the risk to
purchase ____________ principal amount of [Title of Warrant Securities].
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Certificates), the Warrant
Certificate which is to be delivered to the undersigned in bearer form is not
being acquired, directly or indirectly, by or on behalf of a United States
Person, or for offer to resell or for resale to a United States Person or, if
any beneficial owner of the Warrant Certificate is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction. "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 1650)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulation. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in my
administrative or legal proceedings with respect to the matters covered by
this certificate.
-----------------------------------
(Signature)
Dated:
-----------------------------------
(Please print name)
Address:
D-1
Draft
9/29/98
[Form of Fixed Rate Global Redeemable or Non-Redeemable Note]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITARY"), FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE HOLDER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Registered CUSIP
Number R-
CHRYSLER FINANCIAL COMPANY L.L.C.
[ ]% NOTES DUE [ ]
Chrysler Financial Company L.L.C., a limited liability company duly
organized and existing under the laws of the State of Michigan (herein
referred to as the "Company"), for value received, hereby promises to pay
CEDE & CO., c/o The Depository Trust Company, 55 Water Street, New York, New
York 10041, or registered assigns, the principal sum shown from time to time
on the records of the Company as represented by this certificate, limited in
principal amount to [ ] ($[ ]), and to pay interest thereon, as provided
below.
This Global Security is one of a duly authorized issue of
debentures, notes, bonds and other evidences of indebtedness of the Company
(herein called the "Debt Securities") of the series herein specified, all
issued or to be issued under an indenture dated as of February 15, 1988, as
supplemented by a first supplemental indenture dated as of March 1, 1988, a
second supplemental indenture dated as of September 7, 1990 and a third
supplemental indenture dated as of May 4, 1992, each between Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, which
has been succeeded by United States Trust Company of New York as successor
trustee (the "Trustee", which term includes any successor Trustee under such
indenture), and a fourth supplemental indenture dated as of October __, 1998,
between the Company (as successor to CFC) and the Trustee (such indenture as
so supplemented and as the same may be amended or supplemented or restated
from time to time, the "Indenture") to which Indenture reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities and of the terms upon which the Debt
Securities are, and are to be, authenticated and delivered. The Debt
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates,
<PAGE>
may be subject to different redemption provisions (if any), and may otherwise
vary as provided in the Indenture. This Global Security is one of the
outstanding notes of a series designated as the [ ]% Notes due [ ] of the
Company, limited in aggregate principal amount to $[ ] (herein called the
"Notes").
All terms used but not defined in this Global Security that are
defined in the Indenture shall have the meanings assigned to them therein.
Maturity and Redemption. The Notes shall mature on [ ].
[If applicable, insert -- The Notes of this series may not be
redeemed prior to Maturity,]
[If applicable, insert -- do not provide for any sinking fund,]
[If applicable, insert -- The Notes of this series are subject to
redemption [(1)] [If applicable, insert -- on __________ in any year
commencing with the year ____ and ending with the year ___ through operation
of the sinking fund for this series at a Redemption Price equal to 100% of
the principal amount, [and] [(2)] [If applicable, insert -- at any time [on
or after __________), as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed on or before __________, ____%, and if redeemed] during
the 12-month period beginning ___________ of the years indicated.
Year Redemption Price Year Redemption Price
---- ---------------- ---- ----------------
and thereafter at the Redemption Price equal to ____% of the principal
amount, together in the case of any such redemption [If applicable, insert --
(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date; provided, however, that installments of
interest on this Note whose Maturity is on or prior to such Redemption Date
will be payable to the Holder of record of this Note at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided
in the Indenture.]
[If applicable, insert -- The Securities of this series are subject
to redemption (1) on ___________ in any year commencing with the year ____
and ending with the year ____ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below, and (2) at any time [on or after ____________], as a whole
or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: if
redeemed during the 12-month period beginning ___________ of the years
indicated,
Redemption Price for
Redemption Price for Redemption
Redemption Through Otherwise Than
Operation of the Through Operation of
Year Sinking Fund the Sinking Fund
---- -------------------- --------------------
2
<PAGE>
and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Note whose Maturity
is on or prior to such Redemption Date will be payable to the Holder of
record of this Note at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]
[Notwithstanding the foregoing, the Company may not, prior to
______________, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of,
any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than ____% per annum.]
[The sinking fund for this series provides for the redemption on
_____________ in each year, beginning with the year ____ and ending with the
year ____, of [not less than] $__________ [("mandatory sinking fund") and not
more than $_________] aggregate principal amount of Securities of this
series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments otherwise required to be
made in the [describe order] order in which they become due,]]
Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture.
In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]
Payment of Principal and Interest. The Notes shall bear interest at
the rate of [ ]% per annum from [ ] or from the most recent Interest Payment
Date to which interest has been paid or provided for, payable semiannually in
arrears on each [ ] and [ ] or, if such day is not a Business Day, on the
next succeeding Business Day, beginning [ ], and at Maturity to the persons
in whose names the Notes (or any Predecessor Securities) are registered at
the close of business on the [ [ ], as the case may be, immediately preceding
such Interest Payment Date or, in the case of interest payable at Maturity,
to the persons to whom principal shall be payable. Interest payments on the
Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
Funds for the payment of the principal of (and premium, if any ) and
interest on this Note due on any Interest Payment Date or at maturity will be
made available on such date to The Chase Manhattan Bank as issuing and paying
agent for the Notes (the "Paying Agent," which term includes any successor
Paying Agent with respect to the Notes). The Paying Agent will thereupon pay
such funds to the Depositary or its nominee in accordance with the Letter of
Representations, dated [ ], among the Company, the Paying Agent, as issuing
agent and paying agent, and the Depositary. Payment of the principal of and
interest on this Note shall be made only in U.S. Dollars.
As used herein, "Business Day" means any day, other than a Saturday
or Sunday, on which banking institutions in The City of New York are not
authorized or obligated by law to close.
Other Provisions. The Notes will rank pari passu in right of payment
with all existing and future unsubordinated indebtedness of the Company.
3
<PAGE>
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal amount of and all accrued but unpaid interest on
all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Debt Securities under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66-2/3% in aggregate principal amount of the Debt Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding, on behalf of the Holders of all the Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of a Note shall be
conclusive and binding upon such Holder and upon all future holders of such
Note and of any Note issued upon the registration of transfer thereof or in
exchange therefor on in lieu thereof whether or not notation of such consent
or waiver is made upon such Note.
The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.
The Notes are issuable only in registered form without coupons in
denominations of $[1,000] and any integral multiple thereof.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is registered
as the owner hereof and of the Notes represented hereby for all purposes,
whether or not such Notes be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Global Security to
be signed, by manual or facsimile signature, by its Chairman of the Board,
its President or one of its Executive Vice Presidents or Vice Presidents and
by its Treasurer or one of its Assistant Treasurers or its Secretary or one
of its Assistant Secretaries, and has caused its seal to be affixed hereto or
imprinted hereon.
DATED: [ ]
CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By _____________________________________
Title:
By _____________________________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
Authenticating Agent for the Trustee
By _____________________________________
Authorized Officer
5
REGISTERED REGISTERED
No. FX-
CUSIP No.
CHRYSLER FINANCIAL COMPANY L.L.C.
[FORM OF FIXED RATE MEDIUM-TERM NOTE]
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (the "Depositary"),
to the Company or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the
Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH BELOW:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
<PAGE>
INTEREST PAYMENT DATES: REGULAR RECORD DATES:
: March 15 and : March 1 and September 1
September 15
: Other: : Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT REPAYMENT PRICE: SPECIFIED CURRENCY:
DATE(S):
ADDENDUM ATTACHED: AUTHORIZED
[ ] Yes DENOMINATIONS:
[ ] No
OTHER PROVISIONS:
2
<PAGE>
[If this Note will be issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended,
the following shall be completed.]
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF ISSUE PRICE
SECURITY: OID: (expressed as a percentage
of aggregate principal
amount):
: Yes : No.
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR SHORT
ACCRUAL PERIOD:
: Approximate : Exact
CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability
company (herein called the "Company", which term includes any successor
limited liability company or corporation under the Indenture hereinafter
referred to below), for value received, hereby promises to pay to Cede & Co.,
as nominee for The Depository Trust Company, or registered assigns, the
principal amount stated above on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of
each such Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is due and
payable by declaration of acceleration pursuant to the Indenture being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if the Original Issue Date is between a
Regular Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the March 1 or
September 1 (whether or not a Business Day (as defined below)) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid, from the Original
Issue Date specified above, to, but excluding such Interest Payment Date. If
the Maturity or an Interest Payment Date falls on a day which is not a
Business Day as defined below, the payment due on such Maturity or Interest
Payment Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity or Interest Payment Date, as the
case may be, and no interest shall accrue with respect to such payment for
the period from and after such Maturity or Interest Payment Date. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of
3
<PAGE>
business on the Regular Record Date immediately preceding such Interest
Payment Date; provided, however, that in the case of a Note issued between a
Regular Record Date and the related Interest Payment Date, interest for the
period beginning on the Original Issue Date for such Note and ending on such
Interest Payment Date shall be paid on the first succeeding Interest Payment
Date to the registered Holder of such Note on the related Regular Record
Date; and provided, further, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. "Business Day" means any day which is not a
day on which banking institutions are authorized or required by law,
regulation or execution order to be closed in The City of New York.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to The Chase Manhattan Bank as issuing and paying
agent for the Notes (the "Paying Agent", which term includes any successor
Paying Agent with respect to the Notes). The Paying Agent will thereupon pay
such funds to the Depositary or its nominee in accordance with any applicable
provisions of such written agreement between the Company, the Trustee and
such Depositary (or its nominee) as may be in effect from time to time.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series [ ] (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company, as successor to Chrysler Financial Corporation, and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes, under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation
of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be
issued in global form only registered in the name of the Depositary or its
nominee. The Notes will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of the Notes shall be maintained in
book entry form by the Depositary for the accounts of participating
organizations of the Depositary.
4
<PAGE>
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time
in part in increments of $1,000 (or such other amount as may be specified
herein) (provided that any remaining principal hereof shall not be less than
the minimum denomination of this Note (or such other amount as may be
specified herein)) at the option of the Company at the applicable Redemption
Price (as defined below), together with accrued interest hereon at the
applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (or such other amount as may be specified herein)
(provided that any remaining principal hereof shall not be less than the
minimum denomination of this Note (or such other amount as may be specified
herein)) at the option of the Holder hereof at a Repayment Price, unless
otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
Interest payments on this Note shall include interest accrued from,
and including, the Original Issue Date indicated above, or the most recent
date to which interest has been paid or duly provided for, to, but excluding,
the related Interest Payment Date or Maturity, as the case may be. Unless
otherwise specified herein, accrued interest hereon will be calculated on the
basis of a 360-day year of twelve 30-day months.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.
5
<PAGE>
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of this Note (or, if this Note is an Original Issue
Discount Security, an amount of principal hereof determined in accordance
with the provisions of this Note set out in the next paragraph (the
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event
of Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this Note may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus
(ii) the portion of the difference between the Issue Price and the principal
amount of this Note that has accrued at the Yield to Maturity (computed in
accordance with generally accepted United States bond yield computation
principles) to such date of declaration, but in no event shall the Amortized
Face Amount of this Note exceed its principal amount. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Issuer's
obligations in respect of the payment of the principal of and interest, if
any, on this Note shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected thereby at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of any Global Security, certain
additional limitations) and as may be set forth herein, the transfer of this
Note may be registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series of
like tenor, of Authorized Denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
6
<PAGE>
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments
and agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
7
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its seal
to be imprinted hereon.
Dated: CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities
issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
as Authenticating Agent for the Trustee
By:
-----------------------------------
Authorized Officer
8
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
----------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000 (or
such other amount as may be specified herein)) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
increments of $1,000 (or such other amount as may be specified herein)) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).
$------------------------- --------------------------------
NOTICE: The signature on this Option
Date: _____________________ to Elect Repayment must correspond with the
name as written upon the face of this Note in
every particular, without alteration or
enlargement or any change whatever.
9
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
----------------------------------------
- -----------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
- -----------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
--------------------------------------------- attorney to
transfer said Note on the books of the Company with full power of substitution
in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
10
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................ Custodian .....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.............................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above
list.
11
REGISTERED REGISTERED
No. FLR-
CUSIP
CHRYSLER FINANCIAL COMPANY L.L.C.
[FORM OF FLOATING RATE MEDIUM-TERM NOTE]
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (the "Depositary"),
to the Company or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the
Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH BELOW:
PRINCIPAL AMOUNT:
BASE RATE OR ORIGINAL ISSUE DATE: STATED MATURITY DATE:
BASE RATES:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
<PAGE>
SPREAD (plus or minus): INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
2
<PAGE>
REPAYMENT PRICE: CALCULATION AGENT: IF BASE RATE IS LIBOR:
INDEX CURRENCY: ____________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: _________
[ ] Telerate Page: _________
IF BASE RATE IS CMT RATE:
DESIGNATED CMT MATURITY
INDEX: ______________
DESIGNATED CMT TELERATE PAGE:
If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
SPECIFIED CURRENCY: AUTHORIZED DENOMINATIONS:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
[If this Note will be issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended,
the following shall be completed.]
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE
SECURITY: (expressed as a
percentage
of aggregate
principal
amount):
: Yes : No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
: Approximate : Exact
3
<PAGE>
CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability
company (the "Company", which term includes any successor limited liability
company or corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for The
Depository Trust Company, or registered assigns, the principal amount stated
above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above and thereafter at
a rate per annum determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Base Rate or Rates, if any, and
such other terms specified above, until the principal hereof is paid or duly
made available for payment. Reference herein to "this Note", "hereof",
"herein" and comparable terms shall include an Addendum hereto if an Addendum
is specified above.
Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available
for payment. The Company will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the
first Interest Payment Date specified above next succeeding the Original
Issue Date specified above, and on the Stated Maturity Date or any Redemption
Date or Optional Repayment Date (as defined below) (the date of each such
Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date; and provided further, that if an Interest
Payment Date (other than an Interest Payment Date at Maturity) would fall on
a day that is not a Business Day (as defined below), such Interest Payment
Date shall be postponed to the first succeeding Business Day, except that in
the case the Base Rate is LIBOR, as indicated above, if such next Business
Day falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day. Except as provided above,
interest payments will be made on the Interest Payment Dates shown above.
Unless otherwise specified above, the "Regular Record Date" shall be the date
15 calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date. If the Maturity falls on a day which is not a Business
Day as defined below, the payment due on such Maturity will be paid on the
next succeeding Business Day with the same force and effect as if made on
such Maturity and no interest shall accrue with respect to such payment for
the period from and after such Maturity. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in the Indenture be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such Interest Payment Date;
provided, however, that in the case of a Note issued between a Regular
Record Date and the related Interest Payment Date, interest for the period
beginning on the Original Issue Date for such Note and ending on such
Interest Payment Date shall be paid on the first succeeding Interest Payment
Date to the registered Holder of such Note on the related Regular Record
Date; and provided, further, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in
4
<PAGE>
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in the Indenture.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to The Chase Manhattan Bank as issuing and paying
agent for the Notes (the "Paying Agent", which term includes any successor
Paying Agent with respect to the Notes). The Paying Agent will thereupon pay
such funds to the Depositary or its nominee in accordance with any applicable
provisions of such written agreement between the Company, the Trustee and
such Depositary (or its nominee) as may be in effect from time to time.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series [ ] (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company, as successor to Chrysler Financial Corporation, and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as Trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be
issued in global form only registered in the name of the Depositary or its
nominee. The Notes will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of the Notes shall be maintained in
book entry form by the Depositary for the accounts of participating
organizations of the Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time
in part in increments of $1,000 (or such other amount as may be specified
herein) (provided that any remaining principal hereof shall not be less than
the minimum denomination of this Note (or such other amount as may be
specified herein)) at the option of the Company at the applicable Redemption
Price (as defined below) together with accrued interest hereon at the
applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less
5
<PAGE>
than 30 days prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (or such other amount as may be specified herein)
(provided that any remaining principal hereof shall not be less than the
minimum denomination of this Note (or such other amount as may be specified
herein)) at the option of the Holder hereof at a Repayment Price, unless
otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date, the rate of interest on this Security
shall be the rate determined by reference to the Base Rate specified above or
two or more Base Rates, in either case (i) plus or minus the Spread, if any,
and/or (ii) multiplied by the Spread Multiplier, if any, as specified above.
The Base Rate shall be determined in accordance with the provisions of the
applicable heading below.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date (as defined below), the
interest rate determined on the Interest Determination Date (as defined
below) immediately preceding such Interest Reset Date or (b) if such day is
not an Interest Reset Date, the interest rate determined on the Interest
Determination Date immediately preceding the next preceding Interest Reset
Date.
The interest rate on this Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period", and the first day of each Interest Reset Period being an "Interest
Reset Date") as specified above. Unless otherwise specified above, the
Interest Reset Date will be, if this Note resets daily, each Business Day; if
this Note (other than if this Note is a Treasury Rate Note) resets weekly,
Wednesday of each week; if this Note is a Treasury Rate Note that resets
weekly, Tuesday of each week (except as provided below); if this Note resets
monthly, the third Wednesday of each month; if this Note resets quarterly,
the third Wednesday of March, June, September and December of each year; if
this Note resets semiannually, the third Wednesday of March and September;
and, if this Note resets annually, the third Wednesday of September;
provided, however, that, unless otherwise specified above, the interest rate
in effect from the Original Issue Date to but excluding the first Interest
Reset Date with respect to such Note will be the Initial Interest Rate
6
<PAGE>
(set forth above). If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the first succeeding Business Day, except that if a Base Rate
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
Unless otherwise specified above, interest payable on this Note on
any Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date
specified above, if no interest has been paid), to but excluding the
applicable Interest Payment Date or Maturity; provided, however, that the
interest payments on Maturity will include interest accrued to but excluding
such Maturity. Unless otherwise specified herein, accrued interest hereon
will be calculated by multiplying the principal amount of this Note by an
accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified herein, the
interest factor for each such day will be computed by dividing the interest
rate in effect on such day by 360, in the case of LIBOR Notes, Commercial
Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes and Prime Rate
Notes, or by the actual number of days in the year, in the case of Treasury
Rate Notes or CMT Rate Notes.
Unless otherwise specified above and except as provided below,
interest will be payable, if this Note resets daily, weekly, or monthly, on
the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year; if this Note resets quarterly, on the
third Wednesday of March, June, September and December of each year; if this
Note resets semiannually, on the third Wednesday of March and September; and,
if this Note resets annually, on the third Wednesday of September and, in all
such cases, at Maturity. If an Interest Payment Date (other than an Interest
Payment Date at Maturity) would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the first succeeding
Business Day, except that, if the Base Rate specified on the face hereof is
LIBOR, if such Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Maturity
falls on a day that is not a Business Day, the payment of principal, premium,
if any, and interest will be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after such
Maturity.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the CD Rate, the Commercial Paper Rate, the CMT Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury bills (as defined below)
normally would be auctioned (Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction
may be held on the preceding Friday); provided, however, that if, as a result
of a legal holiday, an auction is held on the Friday of the week preceding
the related Interest Reset Date, the related Interest Determination Date
shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the first Business Day following such auction. If the interest
rate of this Note is determined with reference to
7
<PAGE>
two or more Base Rates, the Interest Determination Date pertaining to this
Note will be the first Business Day which is at least two Business Days prior
to such Interest Reset Date on which each Base Rate shall be determinable.
Each Base Rate shall be determined and compared on such date, and the
applicable interest rate shall take effect on the related Interest Reset
Date.
Unless otherwise specified above, the "Calculation Date" pertaining
to any Interest Determination Date will be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or date of Maturity, as the
case may be. All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly appointed by the
Company.
Unless otherwise specified above, all percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest
cent (with one-half cent being rounded upward).
Unless otherwise specified above, "Business Day" means any day, other
than a Saturday or Sunday, that is (i) not a day on which banking
institutions are authorized or required by law, regulation or executive order
to be closed in The City of New York and (ii) if the applicable Base Rate
shown above is LIBOR, is also a London Business Day. As used herein, "London
Business Day" means any day (a) if the Index Currency specified above is
other than the European Currency Unit ("ECU"), on which dealings in deposits
in such Index Currency are transacted in the London interbank market or (b)
if the Index Currency specified above is the ECU, that is not designated as
an ECU Non-Settlement Day by the ECU Banking Association in Paris or
otherwise generally regarded in the ECU interbank market as a day on which
payments on ECUs shall not be made.
Determination of Commercial Paper Rate. If a Base Rate for this Note
is the Commercial Paper Rate, as indicated above, the Commercial Paper Rate
shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Determination Date") as the Money Market Yield
(calculated as described below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified
above, as such rate shall be published by the Board of Governors of the
Federal Reserve System in H.15(519) under the heading "Commercial
Paper--Nonfinancial" or, if such heading is no longer available, such other
heading representing commercial paper issued by non-financial entities whose
bond rating is "Aa", or the equivalent, from a nationally recognized
statistical rating organization. In the event that such rate is not so
published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Commercial Paper Rate Determination Date, then the
"Commercial Paper Rate" shall be the Money Market Yield on such Commercial
Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published by the Federal Reserve Bank of New York
in its daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or any successor publication of the Federal Reserve
Bank of New York ("Composite Quotations") under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being deemed to
be equivalent to an Index Maturity of 30 days or 90 days, respectively). If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not
yet published in either H.15(519) or Composite Quotations, then the
8
<PAGE>
"Commercial Paper Rate" for such Commercial Paper Rate Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered per annum rates (quoted on a bank
discount basis), as of 11:00 a.m., New York City time, on such Commercial
Paper Rate Determination Date, of three leading dealers of commercial paper
in The City of New York (any of which may be an Agent or an affiliate of an
Agent) selected by the Calculation Agent for commercial paper of the
specified Index Maturity placed for a non-financial entity whose bond rating
is "Aa" or the equivalent, from a nationally recognized rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this
sentence, the "Commercial Paper Rate" for such Commercial Paper Rate
Determination Date will be the same as the Commercial Paper Rate in effect on
such Commercial Paper Rate Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards to the nearest one hundred-thousandth of a percentage point)
calculated in accordance with the following formula:
Money Market Yield = D x 360
------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of LIBOR. If a Base Rate for this Note is LIBOR, as
indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Determination Date"), and will be, either: (a)
if "LIBOR Reuters" is specified above, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such single rate shall
be used) for deposits in the Index Currency (as defined below) having the
Index Maturity designated above, commencing on the second London Business Day
immediately following that LIBOR Determination Date, that appear on the
Designated LIBOR Page specified above as of 11:00 A.M., London time, on that
LIBOR Determination Date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such Designated LIBOR Page,
or (b) if "LIBOR Telerate" is specified above, the rate for deposits in the
Index Currency having the Index Maturity designated above commencing on the
second London Business Day immediately following that LIBOR Determination
Date that appears on the Designated LIBOR Page specified above as of 11:00
A.M., London time, on that LIBOR Determination Date. If fewer than two
offered rates appear, or no rate appears, as applicable, LIBOR in respect of
the related LIBOR Determination Date will be determined as if the parties had
specified the rate described in the immediately succeeding paragraph.
With respect to a LIBOR Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in the immediately preceding
paragraph, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the
Index Maturity designated above, commencing on the second London Business Day
immediately following such LIBOR Determination Date, to prime banks in the
London interbank
9
<PAGE>
market at approximately 11:00 A.M., London time, on such LIBOR Determination
Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least
two such quotations are provided, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., London time (or such other time specified above),
in the applicable Principal Financial Center (as defined below), on such
LIBOR Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent for loans in the Index Currency to
leading European banks, having the Index Maturity designated above and in a
principal amount that is representative for a single transaction in such
Index Currency in such market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such LIBOR Determination Date will be
LIBOR in effect on such LIBOR Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no
such currency is specified above, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated above, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated above,
the display on the Dow Jones Telerate Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate (and, if
the U.S. dollar is the Index Currency, LIBOR Page 3750) had been specified.
"Principal Financial Center" will generally be the capital city of
the country of the specified Index Currency, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be The City of New
York and Luxembourg, respectively.
Determination of Treasury Rate. If a Base Rate for this Note is the
Treasury Rate, as indicated above, the Treasury Rate shall be determined on
the applicable Interest Determination Date (a "Treasury Rate Determination
Date") as the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified above, as such rate shall be published in H.15(519) under the
heading "U.S. Government Securities--Treasury bills--auction average
(investment)" or, in the event that such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Treasury
10
<PAGE>
Rate Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) on such Treasury Rate Determination Date as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the specified
Index Maturity are not published or reported as provided above by 3:00 p.m.,
New York City time, on such Calculation Date, or if no such auction is held
in a particular week, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be the yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers (any of which may be an Agent or
an affiliate of an Agent) selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence,
the "Treasury Rate" with respect to such Treasury Rate Determination Date
will be the Treasury Rate in effect on such Treasury Rate Determination Date.
Determination of CD Rate. If a Base Rate for the Note is this CD
Rate, as indicated above, the CD Rate shall be determined on the applicable
Interest Determination Date (a "CD Rate Determination Date") as the rate on
such CD Rate Determination Date for negotiable certificates of deposit having
the Index Maturity specified above, as such rate shall be published in
H.15(519) under the heading "CDs (Secondary Market)." In the event that such
rate is not so published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such CD Rate Determination Date, then the "CD
Rate" for such Interest Reset Period shall be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If, by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD Rate" on such CD Rate Interest
Determination Date shall be calculated by the Calculation Agent and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on such CD Rate Determination Date, of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York (any of which may be an Agent or an affiliate of an Agent)
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money market banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified above in an amount that is representative for a single
transaction in that market at that time, provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the CD Rate with respect to such CD Rate
Determination Date will be the CD Rate in effect on such CD Rate
Determination Date.
Determination of CMT Rate. If a Base Rate for this Note is the CMT
Rate, as indicated above, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.", under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date falls.
If such rate is no longer displayed on the relevant page or is not displayed
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate
on such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate
11
<PAGE>
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the secondary
market offered rates as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index
and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market
offered rates as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of
New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and
in an amount of at least U.S.$100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offered rates obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the Calculation
Agent will obtain quotations for the Treasury Note with the shorter remaining
term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519)
or, if no such page is specified on the face hereof, page 7051.
"Designated CMT Maturity Index" means the original period to maturity
of the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified on the face hereof with respect to which the CMT Rate will
be calculated or, if no such maturity is specified on the face hereof, 2
years.
Determination of Federal Funds Rate. If a Base Rate for this Note is
the Federal Funds Rate, as indicated above, the Federal Funds Rate shall be
determined on the applicable Interest Determination Date (a "Federal Funds
Rate Determination Date") as the rate on such Federal Funds Rate
Determination Date for Federal Funds as such rate shall be published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that
such rate is not so published prior to 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate Determination Date,
then the "Federal Funds Rate" on such Federal Funds Rate Determination Date
shall be the rate as
12
<PAGE>
published in Composite Quotations under the heading "Federal Funds/Effective
Rate". If, by 3:00 P.M., New York City time, on such Calculation Date, such
rate is not yet published in either H.15(519) or Composite Quotations, then
the "Federal Funds Rate" for such Federal Funds Determination Date will be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates for the last transaction in overnight United States Dollar federal
funds arranged by three leading brokers of federal funds transactions in The
City of New York selected by the Calculation Agent prior to 9:00 A.M., New
York City time, on such Federal Funds Rate Determination Date; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Federal Funds Rate with
respect to such Federal Funds Rate Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Determination Date.
Determination of Prime Rate. If a Base Rate for this Note is the
Prime Rate, as indicated above, the Prime Rate shall be determined on the
applicable Interest Determination Date (a "Prime Rate Determination Date") as
the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published prior to 3:00 p.m.,
New York City time, on the Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 (as defined below) as such bank's
prime rate or base lending rate as in effect for that Prime Rate
Determination Date. If fewer than four such rates but more than one such rate
appear on the Reuters Screen US PRIME 1 for such Prime Rate Determination
Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Rate Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
US PRIME 1, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having total
equity capital of at least U.S. $500,000,000 and being subject to supervision
or examination by Federal or State authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the banks or
trust companies selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate for such Prime Rate Determination Date will be the
Prime Rate as determined based on the last such rate published in H.15(519).
"Reuters Screen US PRIME 1" means the display designated as page "US PRIME 1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the US PRIME 1 page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
Any provision contained herein with respect to the determination of a
Base Rate, the specification of Base Rate, calculation of the Interest Rate
applicable to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified
by United States law of general application.
13
<PAGE>
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of this Note (or, if this Note is an
Original Issue Discount Security, an amount of principal hereof determined in
accordance with the provisions of this Note set out in the next paragraph
(the "Amortized Face Amount")) may be declared due and payable in the manner
and with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event
of Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this security may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus
(ii) the portion of the difference between the Issue Price and the principal
amount of this Note that has accrued at the Yield to Maturity (computed in
accordance with generally accepted United States bond yield computation
principles) to such date of declaration, but in no event shall the Amortized
Face Amount of this Note exceed its principal amount. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Issuer's
obligations in respect of the payment of the principal of and interest, if
any, on this Note shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected thereby at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of any Global Security, certain
additional limitations) and as may be set forth herein, the transfer of this
Note may be registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series of
like tenor, of Authorized Denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
14
<PAGE>
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments
and agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
15
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its seal
to be imprinted hereon.
Dated: CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By:__________________________________
Name:
Title:
By:___________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities
issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
as Authenticating Agent for the Trustee
By:______________________________
Authorized Officer
16
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
-----------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000 (or
such other amount as may be specified herein)) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
increments of $1,000 (or such other amount as may be specified herein)) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).
$-------------------- ----------------------------------
NOTICE: The signature on this Option
to Elect Repayment must correspond with
the name as written upon the face of this
Date Note in every particular, without
---------------- alteration or enlargement or any
change whatever.
17
<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
------------------------------------------
- -----------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
- -----------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing_______________________attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.
Dated: ___________ __________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
18
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--......................Custodian.....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.............................................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above
list.
19
REGISTERED REGISTERED
No. MCFX-
CUSIP No.
CHRYSLER FINANCIAL COMPANY L.L.C.
[FORM OF MULTI-CURRENCY FIXED RATE MEDIUM-TERM NOTE]
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (the "Depositary"),
to the Company or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the
Depositary (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depositary), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH BELOW:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
<PAGE>
INTEREST PAYMENT DATES: REGULAR RECORD DATES:
: March 15 and : March 1 and September 1
September 15
: Other: : Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT REPAYMENT PRICE: SPECIFIED CURRENCY:
DATE(S)
ADDENDUM ATTACHED: AUTHORIZED
[ ] Yes DENOMINATIONS:
[ ] No
CONVERSION INTO U.S. DOLLARS:
PRESUMPTION YES [ ] PRESUMPTION NO [ ] NO [ ]
OTHER PROVISIONS:
2
<PAGE>
[If this Note will be issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended,
the following shall be completed.]
ORIGINAL ISSUE DISCOUNT: TOTAL AMOUNT OF ISSUE PRICE
SECURITY: OID: (expressed as a
percentage of
aggregate principal
amount):
: YES
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD
FOR SHORT ACCRUAL
PERIOD:
: Approximate : Exact
3
<PAGE>
CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability
company (herein called the "Company", which term includes any successor
limited liability company or corporation under the Indenture hereinafter
referred to below), for value received, hereby promises to pay to Cede & Co.,
as nominee for The Depository Trust Company, or registered assigns, the
principal amount stated above on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of
each such Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is due and
payable by declaration of acceleration pursuant to the Indenture being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if the Original Issue Date is between a
Regular Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the March 1 or
September 1 (whether or not a Business Day (as defined below)) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid, from the Original
Issue Date specified above, to, but excluding such Interest Payment Date. If
the Maturity or an Interest Payment Date falls on a day which is not a
Business Day as defined below, the payment due on such Maturity or Interest
Payment Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity or Interest Payment Date, as the
case may be, and no interest shall accrue with respect to such payment for
the period from and after such Maturity or Interest Payment Date. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date immediately preceding such
Interest Payment Date; provided, however, that in the case of a Note issued
between a Regular Record Date and the related Interest Payment Date, interest
for the period beginning on the Original Issue Date for such Note and ending
on such Interest Payment Date shall be paid on the first succeeding Interest
Payment Date to the registered Holder of such Note on the related Regular
Record Date; and provided, further, that interest payable at Maturity will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture. "Business Day" means any day which is
4
<PAGE>
not a day on which banking institutions are authorized or required by law,
regulation or execution order to be closed in The City of New York.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to The Chase Manhattan Bank as issuing and paying
agent for the Notes (the "Paying Agent", which term includes any successor
Paying Agent with respect to the Notes). The Paying Agent will thereupon pay
such funds to the Depositary or its nominee in accordance with any applicable
provisions of such written agreement between the Company, the Trustee and
such Depositary (or its nominee) as may be in effect from time to time.
All payments on this Note on any Interest Payment Date or Maturity
will be made in the Specified Currency set forth above, except as otherwise
hereinafter provided.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series [ ] (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company, as successor to Chrysler Financial Corporation, and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes, under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation
of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing
and future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be
issued in global form only registered in the name of the Depositary or its
nominee. The Notes will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of the Notes shall be maintained in
book entry form by the Depositary for the accounts of participating
organizations of the Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time
in part in increments of 1,000 units of the Specified Currency (provided that
any remaining principal hereof shall not be less than the minimum
denomination of this Note) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued interest hereon at
the
5
<PAGE>
applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder on
any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of 1,000 units of the Specified Currency (provided that any
remaining principal hereof shall not be less than the minimum denomination of
this Note) at the option of the Holder hereof at a Repayment Price, unless
otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
Interest payments on this Note shall include interest accrued from,
and including, the Original Issue Date indicated above, or the most recent
date to which interest has been paid or duly provided for, to, but excluding,
the related Interest Payment Date or Maturity, as the case may be. Unless
otherwise specified herein, accrued interest hereon will be calculated on the
basis of a 360-day year of twelve 30-day months.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of this Note (or, if this Note is an Original Issue
Discount Security, an amount of principal hereof determined in accordance
with the provisions of this Note set out in the next paragraph (the
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event
of Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this Note may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus
(ii) the portion of the difference between the Issue Price and the principal
amount of this Note that has accrued at the Yield to Maturity
6
<PAGE>
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, but in no event shall
the Amortized Face Amount of this Note exceed its principal amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to
the extent that the payment of such interest shall be legally enforceable),
all of the Issuer's obligations in respect of the payment of the principal of
and interest, if any, on this Note shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected thereby at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
If the box marked "Presumption Yes" following the term "Conversion
into U.S. Dollars" set forth above has been checked, the Company or its agent
will convert all payments of the principal of, premium, if any, and interest
on this Note to U.S. dollars unless the Holder hereof elects to receive such
payments in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars" set forth
above has been checked, the Holder of this Note will receive all payments of
the principal of, premium, if any, and interest on this Note in the Specified
Currency unless the Holder of this Note elects to receive such payments in
U.S. dollars as described below.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Company will be entitled to satisfy its obligations to
the Holder of this Note by making such payments in U.S. dollars on the basis
of the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent
practicable date. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.
Except as otherwise provided herein, if either the box marked
"Presumption Yes" or the box marked "Presumption No" is marked above, the
Holder hereof may subsequent to the issuance hereof request that future
payments of principal, premium, if any, and interest hereon, be converted or
not be converted, as the case may be, to U.S. dollars by transmitting a
written request for such payments to the Trustee at its Corporate Trust
Office in The City of New York on or prior to the Regular Record Date or not
less than 15 days prior to Maturity. Such request shall include
7
<PAGE>
appropriate payment instructions and shall be in writing (mailed or hand
delivered) or by facsimile transmission. The Holder of this Note may elect to
receive all future payments of principal, premium, if any, and interest in
either the Specified Currency set forth above or in U.S. dollars, as
specified in the written request, and need not file a separate election for
each payment. Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the Regular Record Date not less than
15 days prior to Maturity. If the Holder hereof has not made the election
described above, payment in respect of this Note shall be made in U.S.
dollars based upon the Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder hereof will receive all
payments of the principal of, and premium, if any, and interest on this Note
only in the Specified Currency subject to the provisions set forth below, and
the Holder hereof may not subsequent to the issuance hereof request that
future payments of principal hereof, and premium, if any, and interest
hereon, be converted to U.S. dollars.
Upon the commencement of the third stage of the European economic and
monetary union when the European Currency Unit ("ECU") becomes a currency in
its own right named the "euro", the unavailability of the ECU or euro shall
be treated as provided above and the following three paragraphs shall not
apply.
If payment in respect of this Note is required to be made in ECUs and
(i) ECUs are not available to the Company for making payments thereof on this
Note due to the imposition of exchange controls or other circumstances beyond
the Company's control or (ii) the ECU ceases to be used as the unit of
account of the European Community (the "EC") and has not become a currency in
its own right replacing all or some of the currencies of the Member States of
the EC, then all payments in respect of this Note shall be made in U.S.
dollars until ECUs are again available or so used. The amount of each payment
in U.S. dollars shall be computed on the basis of the equivalent of the ECU
in U.S. dollars, determined as described below, as of the second Business Day
prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the
currency amounts that were components of the ECU as of the last date on which
the ECU was used in the European Monetary System. The equivalent of the ECU
in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Company or such agent on the basis of
the most recently available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component currency
shall be replaced by the amounts of such two or more currencies, each of
which shall be
8
<PAGE>
equal to the amount of the original component currency separated into the
number of currencies into which such original currency was divided.
All determination referred to above made by the Company or its agent
shall be at its sole discretion and shall, in the absence of manifest error
be conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of
this Note or pursuant to an election of the Holder hereof, shall have the
right to receive wire transfer payments) to receive payments of interest,
premium, if any, and principal in the Specified Currency by wire transfer,
the Holder of this Note must designate an appropriate account with a bank
located in the country of the Specified Currency shown above that has
appropriate facilities thereof. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office in The
City of New York on or prior to the Regular Record Date or not less than 15
days prior to Maturity. The Trustee will, subject to applicable laws and
regulations and until it received notice to the contrary, make such payment
and all succeeding payments to the Holder of this Note by wire transfer to
the designated account, provided, that the bank has the appropriate
facilities therefor. If a payment cannot be made by wire transfer because the
required information has not been received by the Trustee on or before the
requisite date, payment will be made by check in U.S. dollars mailed to the
Holder of this Note at such address as shall appear in the Security Register.
The Holder of this Note shall pay any administrative costs imposed by
banks in connection with making payments by wire transfer, as well as any
tax, assessment or governmental charge imposed upon payments hereon.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of any Global Security, certain
additional limitations) and as may be set forth herein, the transfer of this
Note may be registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series of
like tenor, of Authorized Denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same.
9
<PAGE>
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments
and agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
As used herein:
the term "Business Day" means any day that is not a Saturday
or Sunday, and that is not a day on which banking institutions
are generally authorized or obligated by law to close in The
City of New York or the city which is the Principal Financial
Center of the country of the Specified Currency and, if the
Specified Currency is ECU, that is not a day designated as an
ECU Non-Settlement Day by the ECU Banking Association in Paris
or otherwise generally regarded in the ECU interbank market as
a day on which payments in ECUs shall not be made;
the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for cable transfers as
certified for customs purposes by the Federal Reserve Bank of
New York; provided, however, in the case of ECUs, the Market
Exchange Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European
Communities, or any successor publication; and
the term "Principal Financial Center" shall be the city
indicated as follows:
<TABLE>
<CAPTION>
Principal Financial
Specified Currency Center
------------------ -------------------
<S> <C>
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
With respect to all other foreign currencies, the "Principal
Financial Center" shall be the capital city of the country of such
Specified Currency.
11
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its seal
to be imprinted hereon.
Dated: CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities
issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
as Authenticating Agent for the Trustee
By:_____________________________
Authorized Officer
12
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
----------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000 (or
such other amount as may be specified herein)) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
increments of $1,000 (or such other amount as may be specified herein)) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).
$------------ --------------------------
NOTICE: The signature on this Option
to Elect Repayment must correspond with
this Note in every particular, without
alteration or enlargement or any change
whatever.
Date
13
<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification
No.)___________________________________________________
- -----------------------------------------------------------------------------
(Please print or typewrite name and address
including postal zip code of assignee)
- -----------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________ attorney to transfer
said Note on the books of the Company with full power of substitution in the
premises.
Dated: ________ __________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
14
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--........... Custodian ..................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
......................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above
list.
15
</TABLE>
REGISTERED REGISTERED
No. MCFLR-
CUSIP
CHRYSLER FINANCIAL COMPANY L.L.C.
[FORM OF MULTI-CURRENCY FLOATING RATE MEDIUM-TERM NOTE]
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (the
"Depositary"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH BELOW:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT:
<S> <C> <C>
BASE RATE OR ORIGINAL ISSUE DATE: STATED MATURITY DATE:
BASIC RATES:
<PAGE>
<CAPTION>
<S> <C> <C>
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (plus or
minus): INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST DATE MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION DATE(S:
2
<PAGE>
<CAPTION>
<S> <C> <C>
REPAYMENT PRICE: CALCULATION AGENT IF BASE RATE IS LIBOR:
INDEX CURRENCY: __________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: _________
[ ] Telerate Page: _________
IF BASE RATE IS CMT RATE:
DESIGNATED CMT MATURITY
INDEX: ______________
DESIGNATED CMT TELERATE
PAGE:
If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
SPECIFIED CURRENCY: AUTHORIZED DENOMINATIONS:
CONVERSION INTO U.S. DOLLARS: PRESUMPTION YES [ ] PRESUMPTION NO [ ] NO [ ]
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
</TABLE>
[If this Note will be issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended,
the following shall be completed.]
<TABLE>
<S> <C> <C>
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE
SECURITY: (expressed as a
percentage of aggregate
principal amount):
; Yes ; No
YIELD TO MATURITY SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
: Approximate : Exact
</TABLE>
3
<PAGE>
CHRYSLER FINANCIAL COMPANY L.L.C., a Michigan limited liability
company (the "Company," which term includes any successor limited liability
company or corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., as nominee for The
Depository Trust Company, or registered assigns, the principal amount stated
above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above and thereafter at
a rate per annum determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Base Rate or Rates, if any, and
such other terms specified above, until the principal hereof is paid or duly
made available for payment. Reference herein to "this Note", "hereof",
"herein" and comparable terms shall include an Addendum hereto if an Addendum
is specified above.
Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available
for payment. The Company will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the
first Interest Payment Date specified above next succeeding the Original
Issue Date specified above, and on the Stated Maturity Date or any Redemption
Date or Optional Repayment Date (as defined below) (the date of each such
Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date; and provided further, that if an Interest
Payment Date (other than an Interest Payment Date at Maturity) would fall on
a day that is not a Business Day (as defined below), such Interest Payment
Date shall be postponed to the first succeeding Business Day, except that in
the case the Base Rate is LIBOR, as indicated above, if such next Business
Day falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day. Except as provided above,
interest payments will be made on the Interest Payment Dates shown above.
Unless otherwise specified above, the "Regular Record Date" shall be the date
15 calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date. If the Maturity falls on a day which is not a Business
Day as defined below, the payment due on such Maturity will be paid on the
next succeeding Business Day with the same force and effect as if made on
such Maturity and no interest shall accrue with respect to such payment for
the period from and after such Maturity. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in the Indenture be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date; provided, however,
that in the case of a Note issued between a Regular Record Date and the
related Interest Payment Date, interest for the period beginning on the
Original Issue Date for such Note and ending on such Interest Payment Date
shall be paid on the first succeeding Interest Payment Date to the registered
Holder of such Note on the related Regular Record Date; and provided,
further, that interest payable at Maturity will be payable to the Person to
whom principal shall be payable. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to
4
<PAGE>
be payable to the registered Holder on such Regular Record Date, and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.
Funds for the payment of the principal of (and premium, if any)
and interest on this Note due on any Interest Payment Date or at Maturity
will be made available on such date to The Chase Manhattan Bank as issuing
and paying agent for the Notes (the "Paying Agent", which term includes any
successor Paying Agent with respect to the Notes). The Paying Agent will
thereupon pay such funds to the Depositary or its nominee in accordance with
any applicable provisions of such written agreement between the Company, the
Trustee and such Depositary (or its nominee) as may be in effect from time to
time.
All payments on this Note on any Interest Payment Date or Maturity
will be made in the Specified Currency set forth above, except as otherwise
hereinafter provided.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series [ ] (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company, as successor to Chrysler Financial Corporation, and Manufacturers
Hanover Trust Company, which has been succeeded by United States Trust
Company of New York as Trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all
existing and future unsecured and unsubordinated indebtedness of the Company.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on
any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed prior to the Stated Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of 1,000 units of the Specified
Currency (provided that any remaining principal hereof shall not be less than
the minimum denomination of this Note) at the option of the Company at the
applicable Redemption Price (as defined below) together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such
date, a "Redemption Date"), on written notice given not more than 60 nor less
than 30 days prior to the Redemption Date. In the event of redemption of
5
<PAGE>
this Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the Holder
on any Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of 1,000 units of the Specified Currency (provided that any
remaining principal hereof shall not be less than the minimum denomination of
this Note) at the option of the Holder hereof at a Repayment Price, unless
otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date (as defined below), the rate of interest
on this Security shall be the rate determined by reference to the Base Rate
specified above or two or more Base Rates, in either case (i) plus or minus
the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any,
as specified above. The Base Rate shall be determined in accordance with the
provisions of the applicable heading below.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate
determined on the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (b) if such day is not an Interest
Reset Date, the interest rate determined on the Interest Determination Date
immediately preceding the next preceding Interest Reset Date. The interest
rate on this Note will be reset daily, weekly, monthly, quarterly,
semiannually or annually (such period being the "Interest Reset Period", and
the first day of each Interest Reset Period being an "Interest Reset Date")
as specified above. Unless otherwise specified above, the Interest Reset Date
will be, if this Note resets daily, each Business Day; if this Note (other
than if this Note is a Treasury Rate Note) resets weekly, Wednesday of each
week; if this Note is a Treasury Rate Note that resets weekly, Tuesday of
each week (except as provided below); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday
of March, June, September and December of each year; if this Note resets
semiannually, the third Wednesday of March and September; and, if this Note
resets annually, the third Wednesday of September; provided, however, that,
unless otherwise specified above, the interest rate in effect from the
Original Issue Date to but excluding the first Interest Reset Date with
respect to such this Note will be the Initial Interest Rate (set forth
above). If any Interest Reset Date (which term includes the term Initial
Interest Reset Date unless the context otherwise requires) would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed
to the first succeeding Business Day, except
6
<PAGE>
that if a Base Rate specified on the face hereof is LIBOR and such next
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Unless otherwise specified above, interest payable on this Note on
any Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date
specified above, if no interest has been paid), to but excluding the
applicable Interest Payment Date or Maturity; provided, however, that the
interest payments on Maturity will include interest accrued to but excluding
such Maturity. Unless otherwise specified herein, accrued interest hereon
will be calculated by multiplying the principal amount of this Note by an
accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified herein, the
interest factor for each such day will be computed by dividing the interest
rate in effect on such day by 360, in the case of LIBOR Notes, Commercial
Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes and Prime Rate
Notes, or by the actual number of days in the year, in the case of Treasury
Rate Notes or CMT Rate Notes.
Unless otherwise specified above and except as provided below,
interest will be payable, if this Note resets daily, weekly, or monthly, on
the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year; if this Note resets quarterly, on the
third Wednesday of March, June, September and December of each year; if this
Note resets semiannually, on the third Wednesday of March and September; and,
if this Note resets annually, on the third Wednesday of September and, in all
such cases, as Maturity. If an Interest Payment Date (other than an Interest
Payment Date at Maturity) would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the first succeeding
Business Day, except that, if the Base Rate specified on the face hereof is
LIBOR, if such Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Maturity
falls on a day that is not a Business Day, the payment of principal, premium,
if any, and interest will be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after such
Maturity.
Unless otherwise specified above, the "Interest Determination
Date" with respect to the CD Rate, the Commercial Paper Rate, the CMT Rate,
the Federal Funds Rate and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury bills (as defined below)
normally would be auctioned (Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction
may be held on the preceding Friday); provided, however, that if, as a result
of a legal holiday, an auction is held on the Friday of the week preceding
the related Interest Reset Date, the related Interest Determination Date
shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the first Business Day following such auction. If the interest
rate of this Note is determined with reference to two or more Base Rates, the
Interest Determination Date pertaining to this Note will be the first
Business Day which is at least two Business Days prior to such Interest Reset
Date on which each Base
7
<PAGE>
Rate shall be determinable. Each Base Rate shall be determined and compared
on such date, and the applicable interest rate shall take effect on the
related Interest Reset Date.
Unless otherwise specified above, "Business Day" means any day,
other than a Saturday or Sunday, that is (i) not a day on which banking
institutions are authorized or required by law, regulation or executive order
to be closed in The City of New York and (ii) if the applicable Base Rate
shown above is LIBOR, is also a London Business Day. As used herein, "London
Business Day" means any day (a) if the Index Currency specified above is
other than the European Currency Unit ("ECU"), on which dealings in deposits
in such Index Currency are transacted in the London interbank market or (b)
if the Index Currency specified above is the ECU, that is not designated as
an ECU Non-Settlement Day by the ECU Banking Association in Paris or
otherwise generally regarded in the ECU interbank market as a day on which
payments on ECUs shall not be made.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or date of Maturity, as
the case may be. All calculations on this Note shall be made by the
Calculation Agent specified above or such successor thereto as is duly
appointed by the Company.
Unless otherwise specified above, all percentages resulting from
any calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest
cent (with one-half cent being rounded upward).
Determination of Commercial Paper Rate. If a Base Rate for this
Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Determination Date") as the Money Market Yield
(calculated as described below) on such Commercial Paper Rate Determination
Date of the rate for commercial paper having the Index Maturity specified
above, as such rate shall be published by the Board of Governors of the
Federal Reserve System in H.15(519) under the heading "Commercial
Paper--Nonfinancial" or, if such heading is no longer available, such other
heading representing commercial paper issued by non-financial entities whose
bond rating is "Aa", or the equivalent, from a nationally recognized
statistical rating organization. In the event that such rate is not so
published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Commercial Paper Rate Determination Date, then the
"Commercial Paper Rate" shall be the Money Market Yield on such Commercial
Paper Rate Determination Date of the rate for commercial paper of the
specified Index Maturity as published by the Federal Reserve Bank of New York
in its daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or any successor publication of the Federal Reserve
Bank of New York ("Composite Quotations") under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being deemed to
be equivalent to an Index Maturity of 30 days or 90 days, respectively). If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not
yet published in either H.15(519) or Composite Quotations, then the
"Commercial Paper Rate" for such Commercial Paper Rate Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered per
8
<PAGE>
annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York
City time, on such Commercial Paper Rate Determination Date, of three leading
dealers of commercial paper in The City of New York (any of which may be an
Agent or an affiliate of an Agent) selected by the Calculation Agent for
commercial paper of the specified Index Maturity placed for a non-financial
entity whose bond rating is "Aa" or the equivalent, from a nationally
recognized rating agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned
in this sentence, the "Commercial Paper Rate" for such Commercial Paper Rate
Determination Date will be the same as the Commercial Paper Rate in effect on
such Commercial Paper Rate Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage
rounded upwards to the nearest one hundred-thousandth of a percentage point)
calculated in accordance with the following formula:
<TABLE>
<S> <C> <C>
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of LIBOR. If a Base Rate for this Note is LIBOR, as
indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Determination Date"), and will be, either: (a)
if "LIBOR Reuters" is specified above, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such single rate shall
be used) for deposits in the Index Currency having the Index Maturity
designated above, commencing on the second London Business Day immediately
following that LIBOR Determination Date, that appear on the Designated LIBOR
Page specified above as of 11:00 a.m., London time, on that LIBOR
Determination Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified above, the rate for deposits in the
Index Currency having the Index Maturity designated above commencing on the
second London Business Day immediately following that LIBOR Determination
Date that appears on the Designated LIBOR Page specified above as of 11:00
a.m., London time, on that LIBOR Determination Date. If fewer than two
offered rates appear, or no rate appears, as applicable, LIBOR in respect of
the related LIBOR Determination Date will be determined as if the parties had
specified the rate described in the immediately succeeding paragraph.
With respect to a LIBOR Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in the immediately preceding
paragraph, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the
Index Maturity designated above, commencing on the second London Business Day
immediately following such LIBOR Determination Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time on such
LIBOR Determination Date and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time. If
at least two such quotations are provided, LIBOR determined on such LIBOR
9
<PAGE>
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR determined on such LIBOR
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., London time, (or such other time specified above),
in the applicable Principal Financial Center (as defined below), on such
LIBOR Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent for loans in the Index Currency to
leading European banks, having the Index Maturity designated above and in a
principal amount that is representative for a single transaction in such
Index Currency in such market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such LIBOR Determination Date will be
LIBOR in effect on such LIBOR Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the Index Currency shall
be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated above, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated above,
the display on the Dow Jones Telerate Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate (and, if
the U.S. dollar is the Index Currency, LIBOR Page 3750) had been specified.
"Principal Financial Center" will generally be the capital city of
the country of the specified Index Currency, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be The City of New
York and Luxembourg, respectively.
Determination of Treasury Rate. If a Base Rate for this Note is
the Treasury Rate, as indicated above, the Treasury Rate shall be determined
on the applicable Interest Determination Date (a "Treasury Rate Determination
Date") as the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified above, as such rate shall be published in H.15(519) under the
heading "U.S. Government Securities--Treasury bills--auction average
(investment)" or, in the event that such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Treasury
Rate Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) on such Treasury Rate Determination Date as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the specified
Index Maturity are not published or reported as provided above by 3:00 p.m.,
New York City time, on such Calculation Date, or if no such auction is held
in a particular week, then the "Treasury Rate" for such Interest Reset Period
shall be calculated by the Calculation Agent and shall be the yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers (any of which may be an Agent or
an affiliate of an Agent) selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however,
10
<PAGE>
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, the "Treasury Rate" with
respect to such Treasury Rate Determination Date will be the Treasury Rate in
effect on such Treasury Rate Determination Date.
Determination of CD Rate. If a Base Rate for this Note is the CD
Rate, as indicated above, the CD Rate shall be determined on the applicable
Interest Determination Date (a "CD Rate Determination Date") as the rate on
such CD Rate Determination Date for negotiable certificates of deposit having
the Index Maturity specified above, as such rate shall be published in
H.15(519) under the heading "CDs (Secondary Market)." In the event that such
rate is not so published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such CD Rate Determination Date, then the "CD
Rate" for such Interest Reset Period shall be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If, by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD Rate" on such CD Rate Interest
Determination Date shall be calculated by the Calculation Agent and will be
the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on such CD Rate Determination Date, of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York (any of which may be an Agent or an affiliate of an Agent)
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money market banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified above in an amount that is representative for a single
transaction in that market at that time, provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the CD Rate with respect to such CD Rate
Determination Date will be the CD Rate in effect on such CD Rate
Determination Date.
Determination of CMT Rate. If a Base Rate for this Note is the CMT
Rate, as indicated above, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.", under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Rate Interest Determination Date falls.
If such rate is no longer displayed on the relevant page or is not displayed
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate
on such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519). If such information
is not provided by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on the CMT Rate Interest Determination Date will be
calculated by the Calculation
11
<PAGE>
Agent and will be a yield to maturity, based on the arithmetic mean of the
secondary market offered rates as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index
and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market
offered rates as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of
New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and
in an amount of at least U.S.$100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offered rates obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the Calculation
Agent will obtain quotations for the Treasury Note with the shorter remaining
term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on such service) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519)
or, if no such page is specified on the face hereof, page 7051.
"Designated CMT Maturity Index" means the original period to
maturity of the United States Treasury securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) specified on the face hereof with respect to which the CMT
Rate will be calculated or, if no such maturity is specified on the face
hereof, 2 years.
Determination of Federal Funds Rate. If a Base Rate for this Note
is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall
be determined on the applicable Interest Determination Date (a "Federal Funds
Rate Determination Date") as the rate is such Federal Funds Rate
Determination Date for Federal Funds as such rate shall be published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that
such rate is not so published prior to 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate Determination Date,
then the "Federal Funds Rate" on such Federal Funds Rate Determination Date
shall be the rate as published in Composite Quotations under the heading
"Federal Funds/Effective Rate". If, by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "Federal Funds Rate" for such Federal Funds
Determination Date
12
<PAGE>
will be calculated by the Calculation Agent and shall be the arithmetic mean
of the rates for the last transaction in overnight United States Dollar
federal funds arranged by three leading brokers of federal funds transactions
in The City of New York selected by the Calculation Agent prior to 9:00 a.m.,
New York City time, on such Federal Funds Rate Determination Date; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Federal Funds Rate with
respect to such Federal Funds Rate Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Determination Date.
Determination of Prime Rate. If a Base Rate for this Note is the
Prime Rate, as indicated above, the Prime Rate shall be determined on the
applicable Interest Determination Date (a "Prime Rate Determination Date") as
the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior to 3 p.m., New
York City time, on the Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 (as defined below) as such bank's
prime rate or base lending rate as in effect for that Prime Rate
Determination Date. If fewer than four such rates but more than one such rate
appear on the Reuters Screen US PRIME 1 for such Prime Rate Determination
Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Rate Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
US PRIME 1, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having total
equity capital of at least U.S. $500,000,000 and being subject to supervision
or examination by Federal or State authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the banks or
trust companies selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate for such Prime Rate Determination Date will be the
Prime Rate as determined based on the last such rate published in H.15(519).
"Reuters Screen US PRIME 1" means the display designated as page "US PRIME 1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the US PRIME 1 page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
Any provision contained herein with respect to the determination
of a Base Rate, the specification of Base Rate, calculation of the Interest
Rate applicable to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, the interest rate hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified
by United States law of general application.
If an Event of Default with respect to the Notes of this series
shall occur and be continuing, the principal of this Note (or, if this Note
is an Original Issue Discount Security, an amount of principal hereof
determined in accordance with the provisions of this Note set out in the next
paragraph (the
13
<PAGE>
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an
Event of Default with respect to Notes of this series shall have occurred and
be continuing, the Amortized Face Amount of principal of this security may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus
(ii) the portion of the difference between the Issue Price and the principal
amount of this Note that has accrued at the Yield to Maturity (computed in
accordance with generally accepted United States bond yield computation
principles) to such date of declaration, but in no event shall the Amortized
Face Amount of this Note exceed its principal amount. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Issuer's
obligations in respect of the payment of the principal of and interest, if
any, on this Note shall terminate.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected thereby at any time by the Company and the Trustee
with the consent of the Holders of 66 2/3% in aggregate principal amount of
the Outstanding Securities of each series affected thereby. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
If the box marked "Presumption Yes" following the term "Conversion
into U.S. Dollars" set forth above has been checked, the Company or its agent
will convert all payments of the principal of, premium, if any, and interest
on this Note to U.S. dollars unless the Holder hereof elects to receive such
payments in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars" set forth
above has been checked, the Holder of this Note will receive all payments of
the principal of, premium, if any, and interest on this Note in the Specified
Currency unless the Holder of this Note elects to receive such payments in
U.S. dollars as described below.
Except as set forth below, if the principal of, principal, if any,
or interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Company will be entitled to satisfy its obligations to
the Holder of this Note by making such payments in U.S. dollars on the basis
of the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent
practicable date. Any payment made under such circumstances in U.S. dollars
where the
14
<PAGE>
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.
Except as otherwise provided herein, if either the box marked
"Presumption Yes" or the box marked "Presumption No" is marked above, the
Holder hereof may subsequent to the issuance hereof request that future
payments of principal, premium, if any, and interest hereon, be converted or
not be converted, as the case may be, to U.S. dollars by transmitting a
written request for such payments to the Trustee at its Corporate Trust
Office in The City of New York on or prior to the Regular Record Date or not
less than 15 days prior to Maturity. Such request shall include appropriate
payment instructions and shall be in writing (mailed or hand delivered) or by
facsimile transmission. The Holder of this Note may elect to receive all
future payments of principal, premium, if any, and interest in either the
Specified Currency set forth above or in U.S. dollars, as specified in the
written request, and need not file a separate election for each payment. Such
election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the Regular Record Date not less than 15 days prior to
Maturity. If the Holder hereof has not made the election described above,
payment in respect of this Note shall be made in U.S. dollars based upon the
Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder hereof will receive all
payments of the principal of, and premium, if any, and interest on this Note
only in the Specified Currency subject to the provisions set forth below, and
the Holder hereof may not subsequent to the issuance hereof request that
future payments of principal hereof, and premium, if any, and interest
hereon, be converted to U.S. dollars.
Upon the commencement of the third stage of the European economic
and monetary union when the European Currency Unit ("ECU") becomes a currency
in its own right named the "euro", the unavailability of the ECU or euro
shall be treated as provided above and the following three paragraphs shall
not apply.
If payment in respect of this Note is required to be made in ECUs
and (i) ECUs are not available to the Company for making payments thereof on
this Note due to the imposition of exchange controls or other circumstances
beyond the Company's control or (ii) the ECU ceases to be used as the unit of
account of the European Community (the "EC") and has not become a currency in
its own right replacing all or some of the currencies of the Member States of
the EC, then all payments in respect of this Note shall be made in U.S.
dollars until ECUs are again available or so used. The amount of each payment
in U.S. dollars shall be computed on the basis of the equivalent of the ECU
in U.S. dollars, determined as described below, as of the second Business Day
prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the
currency amounts that were components of the ECU as of the last date on which
the ECU was used in the European Monetary System. The equivalent of the ECU
in U.S. dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Company or such agent on the basis of
the most recently available Market Exchange Rates for such Components.
15
<PAGE>
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component currency
shall be replaced by the amounts of such two or more currencies, each of
which shall be equal to the amount of the original component currency
separated into the number of currencies into which such original currency was
divided.
All determination referred to above made by the Company or its
agent shall be at its sole discretion and shall, in the absence of manifest
error be conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of
this Note or pursuant to an election of the Holder hereof, shall have the
right to receive wire transfer payments) to receive payments of interest,
premium, if any, and principal in the Specified Currency by wire transfer,
the Holder of this Note must designate an appropriate account with a bank
located in the country of the Specified Currency shown above that has
appropriate facilities thereof. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office in The
City of New York on or prior to the Regular Record Date or not less than 15
days prior to Maturity. The Trustee will, subject to applicable laws and
regulations and until it received notice to the contrary, make such payment
and all succeeding payments to the Holder of this Note by wire transfer to
the designated account, provided, that the bank has the appropriate
facilities therefor. If a payment cannot be made by wire transfer because the
required information has not been received by the Trustee on or before the
requisite date, payment will be made by check in U.S. dollars mailed to the
Holder of this Note at such address as shall appear in the Security Register.
The Holder of this Note shall pay any administrative costs imposed
by banks in connection with making payments by wire transfer, as well as any
tax, assessment or governmental charge imposed upon payments hereon.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision hereof or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal hereof and interest hereon at the times,
place and rates, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of any Global Security, certain
additional limitations) and as may be set forth herein, the transfer of this
Note may be registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series of
like tenor, of Authorized Denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
16
<PAGE>
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments
and agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed
by the Trustee, directly or through an Authenticating Agent, by manual
signature of an authorized signatory, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
As used herein:
the term "Business Day" means any day that is not a
Saturday or Sunday, and that is not a day on which
banking institutions are generally authorized or
obligated by law to close in The City of New York or the
city which is the Principal Financial Center of the
country of the Specified Currency and, if the Specified
Currency is ECU, that is not a day designated as an ECU
Non-Settlement Day by the ECU Banking Association in
Paris or otherwise generally regarded in the ECU
interbank market as a day on which payments in ECUs
shall not be made;
the term "Market Exchange Rate" means the noon U.S.
dollar buying rate in The City of New York for cable
transfers as certified for customs purposes by the
Federal Reserve Bank of New York; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the
rate of exchange determined by the Commission of the
European Communities (or any successor thereto) as
published in the Official Journal of the European
Communities, or any successor publication; and
the term "Principal Financial Center" shall be the city
indicated as follows:
<TABLE>
<CAPTION>
Principal Financial
Specified Currency Center
------------------ -------------------
<S> <C>
U.S. dollars New York City
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
</TABLE>
With respect to all other foreign currencies, the "Principal
Financial Center" shall be the capital city of the country of such
Specified Currency.
18
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or in facsimile, and an imprint or facsimile of its
seal to be imprinted hereon.
Dated: CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities
issued under the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
as Authenticating Agent for the Trustee
By: ______________________________
Authorized Officer
19
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at ______________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000 (or
such other amount as may be specified herein)) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
increments of $1,000 (or such other amount as may be specified herein)) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).
$-------------- ------------------------------------
NOTICE: The signature on
Date this Option to Elect
Repayment must correspond
with the name as written
upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
20
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.) _________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing ______________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.
Dated: ____________ ________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or
enlargement or any change whatsoever.
21
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--.................Custodian......................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
..................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
22
[FORM OF LIBOR NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN UNAUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITARY"), FOR RFGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICA TE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE HOLDER HEREOF,
CEDE & CO , HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT ISEXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DFFINITIVE FORM, THIS NOTE MAY NOTBE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THEDEPOSITARY OR BY NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Registered CUSIP
Number R
CHRYSLER FINANCIAL COMPANY L.L.C.
FLOATING RATE NOTES DUE _____________ __, ____
Chrysler Financial Company L.L.C., a limited liability company duly
organized and existing under the laws of the State of Michigan (herein referred
to as the "Company"'), for value received, hereby promises to pay CEDE & CO.,
c/o The Depository Trust Company, 55 Water Street, New York, New York 10041, or
registered assigns, the principal sum shown from time to time on the records
of the Company as represented by this certificate, limited in principal
amount to _________________________ DOLLARS ($___________), and to pay
interest thereon, as provided below.
This Global Security is one of a duly authorized issue of debentures,
notes, bonds and other evidences of indebtedness of the Company (herein called
the "De bt Securities") of the series herein specified, all issued or to be
issued under an indenture dated as of February 15, 1998, as supplemented by a
first supplemental indenture dated as of March 1, 1988, a second supplemental
indenture dated as of September 7, 1990 and a third supplemental indenture
dated as of May 4, 1992, each between Chrysler Financial Corporation ("CFC")
and Manufacturers Hanover Trust Company, which has been succeeded by United
States Trust Company of New York as successor trustee (the " Trustee", which
term includes any successor Trustee under such
<PAGE>
indenture), and a fourth supplemental indenture dated as of October __, 1998,
between the Company (as successor to CFC) and the Trustee (such indenture as so
supplemented and as the same may be amended or supplemented or restated from
time to time, the "Indenture") to which Indenture reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the Holders of the
Debt Securities and of the terms upon which the Debt Securities are, and are to
be, authenticated and delivered. The Debt Securities may be issued in one or
more series, which different series may be issued in various aggregate amounts,
may mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), and may otherwise
vary as provided in the Indenture. This Global Security is one of the
outstanding notes of a series designated as the Floating Rate Notes due
___________________, ____ of the Company, limited in aggregate principal amount
to $_______________ (herein called the "Notes").
All terms used but not defined in this Global Security that are defined in
the Indenture shall have the meanings assigned to them therein.
Maturity. The Notes shall mature on _________________. The Notes shall not
be redeemable at the option of the Company prior to Maturity and do not provide
for any sinking fund.
Payment of Principal and Interest. Interest on this Note will be payable
in arrears on the _____ day of ______________, ______________, ______________,
and ______________ (each an "Interest Payment Date"), commencing ____________,
____ at the rate per annum (the "Applicable Rate" for each Interest Period
(as hereinafter defined) equal to Three-Month LIBOR (computed as described
below) plus _____ basis points (_____%), until the principal balance hereof
is paid in full; provided, however, that from the date of the issuance of
the Notes to the initial Interest Payment Date the Applicable Rate will be
_____%. Interest payable on each Interest Payment Date will include interest
accrued from and including the first day of the Interest Period relating to
such Interest Payment Date to and including the last day of such Interest
Period. The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date prior to maturity will be paid to the person in whose
name this Note (or any Predecessor Security) i s registered at the close of
business on the regular record date for such interest, which shall be the
fifteenth day (whether or not a Business Day) next preceding such Interest
Payment Date. The interest payment at maturity will include interest accrued
to but excluding the date of maturity and will be payable to the person to
whom principal is payable. If any Interest Payment Date for any Note would
otherwise be a day that is not a Business Day, the Interest Payment Date
shall be postponed to be the next day that is a Business Day, except that
if such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. The rate of
interest on each Note will be reset quarterly each an "Interest Reset
Date"), on the _____day of each ______________, ______________,
______________ and ______________. If the Interest Reset Date for any Note
would otherwise be a day that is not a Business Day, the Interest Reset Date
for such Note shall be postpon ed to the next succeeding day that is a
Business Day, except if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business
Day.
2
<PAGE>
"Interest Period" shall mean the period beginning on and including
____________, _____ and ending on and including ____________, _____
and thereafter, each successive period beginning, on and including the day
after the last day of the preceding Interest Period and ending on and
including the day preceding the ne xt succeeding Interest Payment Date.
"Three-Month LIBOR" means that rate determined by Morgan Guaranty Trust
Company of New York (the "Calculation Agent") in accordance with the
following provisions:
(i) With respect to any Interest Rate Determination Date (as
hereinafter defined), Three-Month LIBOR will be determined by the
Calculation Agent on the basis of the rate for deposits in U.S. dollars
for the period of three months commencing on the second London Banking
Day (as hereinafter defined) immediately following such Interest Rate
Determination Date which appears on the Telerate Screen Page 3750 (as
hereinafter defined) as of 11:00 A.M., London time, on the Interest Rate
Determination Date. If no rate appears, Three-Month LIBOR for such
Interest Rate Determi n ation Date will be determined as described in
(ii) below. As used herein, "Telerate Screen Page 3750" means the
display designated as Page "3750" on the Dow Jones Telerate Service (or
such other page as may replace Page 3750 on that service) for the purpose
of displaying London interbank offered rates of major banks.
(ii) With respect to an Interest Rate Determination Date on which no
rate appears, the Calculation Agent will request that the principal London
offices of four major reference banks in the London i nterbank market
selected by the Calculation Agent (the "LIBOR Reference Banks") provide the
Calculation Agent with their offered quotations for deposits in U.S.
dollars for the period of three months, commencing on the second London
Banking Day immediately following such Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such Interest Rate Determination Date and in a principal
amount equal to an amount of not less than U.S.$1 million that is
representative for a single transaction in such market at such time.
If at least two such quotations are provided, Three-Month LIBOR for such
Interest Rate Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, Three-Month LIBOR
for such Interest Rate Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., New York City time, on such
Interest Rate Determination Date by three major banks in The City of New
York selected by the Calculation Agent for loans in U.S. dollars to leading
European banks, for a period of three months and in a principal amount
equal to an amount of not less than U.S.$1 million that is representative
for a single transaction in such mark et at such time; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, Three-Month LIBOR will be
Three-Month LIBOR in effect on such Interest Rate Determination Date.
"Interest Rate Determination Date" with respect to an Interest Reset
Date for the Notes will be the second London Banking Day preceding such
Interest Reset Date.
"London Banking Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
3
<PAGE>
Interest on the Notes will be computed and paid on the basis of a year
of 360 days and the actual number of days elapsed in each period for which
interest is payable.
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of it percentag
e point, with five one-millionths of a percentage point, rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one-half cent being rounded upwards).
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at maturity will be
made available on such date to The Chase Manhattan Bank as issuing and
paying agent for the Notes (the "Paying Agent", which term includes any
successor Paying Agent with respect to the Notes). The Paying Agent will
thereupon pay such funds to the Depositary or its nominee in accordance with
any applicable provisions of such written agreement among the Company, the
Paying Agent, as issuing agent and paying agent, and the Depositary (or its
nominee) as may be in effect from time to time. Payment of the principal of
and interest on this Note shall be made only in U.S. dollars.
"Business Day" means any day, other than a Saturday or Sunday, that is
(i)not a day on which banking institutions in The City of New York are not
authorized or obligated by law to close and (ii)a London Banking Day.
Other Provisions . The Notes will rank pari passu in right of payment
with all existing and future unsubordinated indebtedness of the Company.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal amount of and all accrued but unpaid interest on
all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66-2/3% in aggregate principal amount of the Debt Securities at
the time Outstanding of each Series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding, on behalf of the Holders or all the Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of a Note shall be
conclusive and binding upon such Holder and up on all future Holders of such
Note and of any Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof whether or not notation of such consent
or waiver is made upon such Note.
The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Holders of Notes may n ot enforce their rights pursuant to the Indenture
or the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair
the obligation of the Company, which is absolute an d unconditional, to pay
the principal hereof and interest hereon at the times, place and rates, and
in the coin and currency, herein prescribed.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any, integral multiple thereof.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is registered
as the Owner hereof and of the Notes represented hereby for all purposes,
whether or not such Notes be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this Global Security to be
signed, by manual or facsimile signature, by its Chairman of the Board, its
President or one of its Executive Presidents or Vice Presidents and by its
Treasurer or one of its Assistant Treasurers or its Secretary or one of its
Assistant Secretaries, an d has caused its corporate seal to be affixed
hereto or imprinted hereon.
DATED:
CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By
-------------------------------
Title:
By
-------------------------------
Title:
{TRUSTEE' S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
Authenticating Agent for the Trustee
By
-------------------------------------
Authorized Officer
5
October 19, 1998
Chrysler Financial Company L.L.C.
27777 Franklin Road
Southfield, Michigan 48034
Ladies and Gentlemen:
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
(Registration Nos. 33-64179 and 333-49647)
to register Debt Securities and Warrants
to be issued by Chrysler Financial Company L.L.C.
(the "Registration Statement")
-------------------------------------------------
I am Vice President and General Counsel of Chrysler Financial Company L.L.C.,
a Michigan limited liability company (the "Company"), and am familiar with the
above-captioned Registration Statement filed by the Company with the
Securities and Exchange Commission in connection with the registration by the
Company of debt securities ("Debt Securities") and warrants to purchase Debt
Securities ("Warrants"). As described in the Registration Statement, the Debt
Securities and Warrants will be issued from time to time by the Company
pursuant to an Indenture, dated as of February 15, 1988, as amended, between
the Company and Manufacturers Hanover Trust Company, as Trustee, as succeeded
by United States Trust Company of New York, as successor Trustee
(the "Indenture"), and the Debt Securities and Warrants will be sold from time
to time pursuant to certain underwriting agreements entered into between the
Company and various underwriters named therein.
In connection with this opinion, I, or members of my staff upon
whom I am relying, have examined the Registration Statement and, in each case
as filed with the Registration Statement, the Indenture, the form of
Underwriting Agreement, the forms of Notes, and the forms of Warrant
Agreements (collectively, the "Operative Documents"). I, or members of my
staff upon whom I am relying, have also examined such other documents and
instruments and have made such further investigation as I or they have deemed
necessary or appropriate in connection with this opinion.
Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Registration Statement.
<PAGE>
Based on and subject to the foregoing, I am of the opinion that,
with respect to the Debt Securities and Warrants, when (i) the registration
requirements of the Securities Act of 1933, as amended and such Blue Sky or
securities laws as may be applicable shall have been complied with, (ii) the
Indenture shall have been qualified under the Trust Indenture Act of 1939, as
amended, (iii) the form or forms of the Debt Securities and the final terms
thereof shall have been duly approved or established in accordance with the
terms of the Indenture, (iv) the amount, price, interest rate, and other
principal terms of such Debt Securities or Warrants have been duly approved
by the Managers or the Executive Committee of the Managers of the Company, (iv)
the applicable Operative Documents relating to the Debt Securities or Warrants
have each been duly completed, executed, and delivered by the parties thereto
substantially in the form filed as an exhibit to the Registration Statement
reflecting the terms established as described above, and (v) such Debt
Securities or Warrants have been duly executed by the Company, authenticated
by the Trustee, and sold by the Company and paid for, all in accordance with
the terms and conditions of the Operative Documents and in the manner
described in the Registration Statement, such Debt Securities or Warrants
will have been legally issued and will be binding obligations of the Company.
I am admitted to the State Bar of Michigan and I express no
opinion as to the laws of any other jurisdiction except the laws of the State
of Michigan and the United States. I do not purport to be an expert on, or to
express any opinion herein concerning, the laws of any other jurisdiction or
the effect under the law of the State of Michigan or the federal law of the
United States of the law of any other jurisdiction.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Commission issued thereunder.
2
<PAGE>
This opinion is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Very truly yours,
/s/ Christopher A. Taravella
Christopher A. Taravella
Vice President and
General Counsel
3
Exhibit 12-A
Chrysler Financial Corporation and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges
(dollars in millions)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
1998 1997
---------- ----------
<S> <C> <C>
Net earnings before cumulative effect of
changes in accounting principles $ 344 $ 307
Add back:
Taxes on income 174 158
Fixed charges 735 622
---------- ----------
Earnings available for fixed charges $ 1,253 $ 1,087
========== ==========
Fixed charges:
Interest expense $ 724 $ 609
Rent 11 13
---------- ----------
Total fixed charges $ 735 $ 622
========== ==========
Ratio of earnings to fixed charges 1.70 1.75
========== ==========
</TABLE>
The ratio of earnings to fixed charges is computed by dividing earnings
available for fixed charges by total fixed charges. Fixed charges consist of
interest, amortization of debt discount and expense, and rentals. Rentals
included in fixed charges are the portion of total rent expense
representative of the interest factor (deemed to be one-third).
Exhibit 12-B
Chrysler Corporation and Consolidated Subsidiaries
Computations of Ratios of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
(dollars in millions)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net earnings before extraordinary item $ 2,737 $ 1,953
Add back:
Taxes on income 1,616 1,288
Fixed charges 1,187 1,018
Amortization of previously capitalized
interest 83 86
Deduct:
Capitalized interest 131 147
Undistributed earnings from less
than fifty percent owned affiliates -- 1
------------ ------------
Earnings available for fixed charges $ 5,492 $ 4,197
============ ============
Fixed charges:
Interest expense $ 942 $ 739
Capitalized interest 131 147
Credit line commitment fees 4 6
Interest portion of rent expense 110 126
------------ ------------
Total fixed charges $ 1,187 $ 1,018
============ ============
Ratio of earnings to fixed charges 4.63 4.12
============ ============
Preferred stock dividend requirements $ -- $ 1
============ ============
Ratio of earnings to fixed charges and
preferred stock dividend requirements 4.63 4.12
============ ============
</TABLE>
The ratio of earnings to fixed charges is computed by dividing earnings
available for fixed charges by total fixed charges. The ratio of earnings to
fixed charges and preferred stock dividend requirements is computed by
dividing earnings for fixed charges by the sum of total fixed charges and
preferred stock dividend requirements.
Chrysler Financial Company LLC
27777 Franklin Road
Southfield, Michigan
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Chrysler Financial Company LLC (formerly Chrysler
Financial Corporation)(a subsidiary of Chrysler Corporation) and
consolidated subsidiaries for the periods ended March 31, 1998 and 1997,
June 30, 1998 and 1997, and September 30, 1998 and 1997, as indicated in our
reports dated April 8, 1998, July 9, 1998, and October 8, 1998, respectively;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which were included in your
Quarterly Report on Form 10-Q for the quarters ended March 31, 1998, June 30,
1998, and September 30, 1998, are incorporated by reference in this Post-
Effective Amendment No. 1 to Registration Statement Nos. 33-64179 and
333-49647.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statements prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7
and 11 of that Act.
October 26, 1998
The accompanying Post-Effective Amendment No. 1 to Registration Statements
Nos. 33-64179 and 333-49647 reflects the merger of Chrysler Financial
Corporation with and into Chrysler Financial Company LLC which is to be
effected immediately prior to the effective date of this Amendment. The
purpose of the merger is to change the form of organization of Chrysler
Financial Corporation from a corporation into a limited liability company.
The above letter regarding unaudited interim financial information is in the
form which will be signed by Deloitte & Touche LLP upon consummation of the
change in form of organization assuming that from October 16, 1998 to the
date of such change no other events shall have occurred that would affect the
financial statements and notes thereto incorporated by reference in this
Amendment.
/s/ Deloitte & Touche LLP
October 16, 1998
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement Nos. 33-64179 and 333-49647 of Chrysler
Financial Company LLC (formerly Chrysler Financial Corporation) on Form S-3
of our reports dated January 22, 1998 appearing in the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended December 31, 1997
and to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts" in the Prospectus, which is part of such
Registration Statements.
October 26, 1998
The accompanying Post-Effective Amendment No. 1 to Registration Statements
Nos. 33-64179 and 333-49647 reflects the merger of Chrysler Financial
Corporation with and into Chrysler Financial Company LLC which is to be
effected immediately prior to the effective date of this Amendment. The
purpose of the merger is to change the form of organization of Chrysler
Financial Corporation from a corporation into a limited liability company.
The above consent is in the form which will be signed by Deloitte & Touche
LLP upon consummation of the change in form of organization assuming that
from October 16, 1998 to the date of such change no other events shall have
occurred that would affect the financial statements and notes thereto
incorporated by reference in this Amendment.
/s/ Deloitte & Touche LLP
October 16, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Manager
of Chrysler Financial Company L.L.C. (the "Company") hereby severally
constitutes and appoints CHRISTOPHER A. TARAVELLA, BYRON C. BABBISH and
SILVIA M. KLEER, or any one or more of them, to be his agents, proxies and
attorneys-in-fact, to sign and execute in his name, place and stead and on
his behalf as a Manager of the Company, and to file with the Securities and
Exchange Commission, Post Effective Amendment No. 1 to the Registration
Statement of the Company on Form S-3, registering under the Securities Act of
1933, as amended, debt securities and warrants to purchase debt securities
and any and all further amendments (including post-effective amendments) to
such Registration Statement, and to file all exhibits thereto and other
documents in connection therewith, granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do and perform each and
every act and thing required to be done that may be necessary or desirable,
hereby approving, ratifying and confirming all that the aforesaid agents,
proxies and attorneys-in-fact do, or that any one of them does or causes to
be done, on his behalf pursuant to this Power of Attorney.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 19th day of October, 1998.
/s/ T. P. Capo /s/ D. L. Davis
- --------------------------------- --------------------------------
T. P. Capo D. L. Davis
/s/ R. L. Franson /s/ W. J. O'Brien, III
- --------------------------------- --------------------------------
R. L. Franson W. J. O'Brien, III
/s/ G. C. Valade
--------------------------------
G. C. Valade
2
EXHIBIT 25
FORM T-1
==============================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
==================
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
==================
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)
==================
Chrysler Financial Company L.L.C.
(Exact name of obligor as specified in its charter)
Michigan 52-2109803
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
27777 Franklin Road
Southfield, Michigan 48034-8286
(Address of principal executive offices) (Zip Code)
------------------
Senior Debt Securities
(Title of the indenture securities)
==============================================
<PAGE>
-2-
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York (2nd District), New York, New
York (Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Chrysler Financial Company L.L.C. currently is not in default under any
of its outstanding securities for which United States Trust Company of
New York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8,
9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not required under General
Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the
State of New York Banking Department to transact
business as a Trust Company, is incorporated by
reference to Exhibit T-1.1 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to
the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
<PAGE>
- 3 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New
York, as amended, is incorporated by reference to
Exhibit T-1.4 to Form T-1 filed on September 15,
1995 with the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No.
33-97056).
T-1.6 -- The consent of the trustee required by Section
321(b) of the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the
trustee pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of October 13, 1998, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information
to be furnished by the obligor and the trustee disclaims responsibility for
the accuracy or completeness of such information.
------------------
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 13th
day of October, 1998.
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: _______________________
Patricia Stermer
Assistant Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to
the limitations set forth therein, United States Trust Company of New York
("U.S. Trust") hereby consents that reports of examinations of U.S. Trust by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
---------------------
By: S/Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
<TABLE>
<CAPTION>
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
June 30, 1998
($ IN THOUSANDS)
<S> <C>
ASSETS
Cash and Due from Banks $ 99,322
Short-Term Investments 171,315
Securities, Available for Sale 626,426
Loans 1,857,795
Less: Allowance for Credit Losses 16,708
----------
Net Loans 1,841,087
Premises and Equipment 59,304
Other Assets 122,476
----------
Total Assets $2,919,930
==========
LIABILITIES
Deposits:
Non-Interest Bearing $ 648,072
Interest Bearing 1,646,049
----------
Total Deposits 2,294,121
Short-Term Credit Facilities 306,807
Accounts Payable and Accrued Liabilities 144,419
----------
Total Liabilities $2,745,347
==========
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 49,541
Retained Earnings 107,703
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 2,344
----------
Total Stockholder's Equity 174,583
----------
Total Liabilities and
Stockholder's Equity $2,919,930
==========
</TABLE>
I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named
bank do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory
authority and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
July 31, 1998
