Exhibit 4.5
FOURTH AMENDMENT TO
POOLING AND SERVICING AGREEMENT
FOURTH AMENDMENT dated as of May 31, 2000, to the Pooling and Servicing
Agreement, dated as of May 31, 1991 (as heretofore amended), the "Pooling and
Servicing Agreement"), as assigned by Chrysler Auto Receivables Corporation to
U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, as seller
(the "Seller"), Chrysler Credit Corporation, now known as Chrysler Financial
Company L.L.C., as servicer (the "Servicer"), and The Bank of New York, as
successor trustee (the "Trustee").
WHEREAS, the Seller, the Servicer and the Trustee entered into the
Pooling and Servicing Agreement.
WHEREAS, the Seller and the Servicer wish to amend the Pooling and
Servicing Agreement to provide that a Designated Affiliate may include a
limited liability company.
WHEREAS, the Seller and the Servicer wish to effect this Amendment in
accordance with Section 13.01(a) of the Pooling and Servicing Agreement.
WHEREAS, the Seller and the Servicer have directed the Trustee to execute
this Amendment and have caused the Opinion of Counsel require by Section
13.01(a) of the Pooling and Servicing Agreement to be delivered to the
Trustee.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereby agree as follows:
1. Definitions. For purposes of this Amendment, capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.
2. Amendment to Section 1.01 of the Pooling and Servicing Agreement.
Section 1.01 of the Pooling and Servicing Agreement is hereby amended as
follows:
(a) The following definition is hereby revised as follows and
replaces the existing definition of the same name:
"Designated Affiliate" shall mean a corporation or limited
liability company which is (a) a direct or indirect
wholly-owned subsidiary of CFC, (b) which is a Delaware
corporation or limited liability company, and (c) which is
found for limited purposes which shall be substantially the
same purposes for which CARCO is formed.
3. Continuation of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement, as amended hereby, shall continue in full force and
effect.
4. Counterparts. This Amendment may be executed in counterparts, and all
such counterparts taken together shall be deemed to constitute one and the
same agreement.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their respective officers or agents thereunto authorized, as of the date first
written above.
U.S. AUTO RECEIVABLES COMPANY, as Seller
By: /s/ A. Pisano
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Its: Assistant Controller
CHRYSLER FINANCIAL COMPANY L.L.C
By: /s/ A. Pisano
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Its: Assistant Controller
THE BANK OF NEW YORK, as Trustee
By: /s/ Mauro Palladino
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Its: Vice President
