Exhibit 4.3
SECOND AMENDMENT dated as of September 21, 1993, to
Pooling and Servicing Agreement dated as of May 31, 1991 (as
heretofore amended, the "Pooling and Servicing Agreement"), as
assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company ("USA") on August 8, 1991, among USA, as
seller (the "Seller"), Chrysler Credit Corporation, as servicer
(the "Servicer"), and Manufacturers and Traders Trust Company,
as trustee (the "Trustee").
WHEREAS the Seller, the Servicer and the Trustee have 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) the Seller may, in connection with the
removal from the Trust of Eligible Accounts, repurchase the then existing
Receivables in such Accounts and (b) the Trust may issue with respect to any
series a paired series.
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 required 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. Amendments 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 inserted after the
definition of "Exchange Date" and before the definition of "FDIC":
""Excluded Series" shall mean any Series designated as
such in the relevant Supplement."
(b) The definition of "Required Participation Amount" is hereby
amended and restated in its entirety to read as follows:
""Required Participation Amount" shall mean, at any
time of determination, an amount equal to (a) the sum of
the amounts for each Series (other than any Series or
portion thereof which is designated in the relevant
Supplement as being an Excluded Series until the Invested
Amount of the Series relating to such Excluded Series is
reduced to $0) obtained by multiplying the Required
Participation Percentage for such Series by the Initial
Invested Amount for such Series at such time plus (b) the
Trust Available Subordinated Amount on the immediately
preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be
made on the Distribution Date following such Determination
Date)."
3. Amendment to Section 2.07(a) of the Pooling and Servicing
Agreement. Section 2.07(a) of the Pooling and Servicing Agreement is hereby
amended and restated in its entirety to read as follows:
"(a) On each Determination Date the Seller shall have
the right to remove from the Trust Accounts in the manner
prescribed in Section 2.07(b). In addition, on each
Determination Date the Seller shall have the right to
remove from the Trust Accounts and, in connection
therewith, repurchase the then existing Receivables in
such Accounts, in the manner prescribed in Section
2.07(c).
4. Amendment and Restatement and Renumbering of Section 2.07(c) of
the Pooling and Servicing Agreement. Section 2.07(c) of the Pooling and
Servicing Agreement is hereby renumbered to section 2.07(d) and amended and
restated in its entirety to read as follows:
"(d) In the case of any removal of a Designated
Account pursuant to Section 2.07(b), subject to such
Section 2.07(b), on the Removal Date with respect to any
such Designated Account, the Seller shall cease to
allocate any Collections therefrom in accordance with
Section 2.07 (b) and such Designated Account shall be
deemed removed from the Trust for all purposes (a "Removed
Account"). Within five Business Days after the Removal
Date, the Trustee shall deliver to the Seller a
reassignment in substantially the form of Exhibit H (the
"Reassignment"), together with appropriate UCC financing
statements."
5. Addition of New Section 2 07(c) to the Pooling and Servicing
Agreement. A new Section 2.07 (c) is hereby added to the Pooling and Servicing
Agreement to read as follows:
"(c) To remove Accounts and repurchase the then
existing Receivables in such Accounts, the Seller (or the
Servicer on its behalf) shall take the following actions
and make the following determinations:
(i) not less than five Business Days prior to the Removal and
Repurchase Date (the "Removal and Repurchase Notice Date"), furnish
to the Trustee, any Agent, any Enhancement Providers and the Rating
Agencies a Removal Notice specifying the Designated Accounts which
are to be removed, and the then existing Receivables in such
Designated Accounts (the "Designated Receivables") which are to be
repurchased, from the Trust and the Determination Date (which may be
the Determination Date on which such notice is given) on which the
removal of such Designated Accounts and the repurchase of such
Designated Receivables will occur (a "Removal and Repurchase Date");
(ii) on the Removal and Repurchase Date with respect to such
Designated Accounts, amend Schedule 1 by delivering to the Trustee a
computer file or microfiche or written list containing a true and
complete list of the Removed Accounts specifying for each such
Account, as of the Removal and Repurchase Notice Date, its account
number and the aggregate amount of Receivables outstanding in such
Account;
(iii) on the Removal and Repurchase Date, deposit into the
Collection Account funds in an amount equal to the aggregate
outstanding balance of the Repurchased Receivables on such date (the
"Repurchased Receivables Purchase Price"), which funds,
notwithstanding anything in the Pooling and Servicing Agreement to
the contrary, will not be released from the Collection Account other
than pursuant to Section 4.03 (f) of the Pooling and Servicing
Agreement;
(iv) represent and warrant that the removal of any such
Eligible Account and the repurchase of the Receivables then existing
in such Account on any Removal and Repurchase Date shall not, in the
reasonable belief of the Seller, cause an Early Amortization Event
to occur or cause the Pool Balance to be less than the Required
Participation Amount;
(v) represent and warrant that no selection procedures believed
by the Seller to be adverse to the interests of the Beneficiaries
were utilized in selecting the Designated Accounts;
(vi) represent and warrant as of the Removal and Repurchase
Date that the list of Removed Accounts delivered pursuant to clause
(ii) above, as of the Removal and Repurchase Date, is true and
complete in all material respects;
(vii) represent and warrant that such removal and repurchase
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class by the applicable Rating Agency;
(viii) deliver to the Trustee, each Rating Agency, any Agent
and any Enhancement Providers a Tax Opinion, dated the Removal and
Repurchase Date, with respect to such removal and repurchase; and
(ix) on or before the related Removal and Repurchase Date,
deliver to the Trustee, any Agent and any Enhancement Providers an
Officers' Certificate confirming the items set forth in clauses (iv)
through (vii) above and confirming that the Seller reasonably
believes that the removal of the Removed Accounts and the repurchase
of the Repurchased Receivables will not result in the occurrence of
an Early Amortization Event; the Trustee may conclusively rely on
such Officers' Certificate and shall have no duty to make inquiries
with regard to the matters set forth therein and shall incur no
liability in so relying.
No Designated Accounts shall be so removed and no Designated
Receivables shall be so repurchased unless each Rating Agency shall
have notified the Seller, the Servicer and the Trustee in writing
that such removal and repurchase will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class by such
Rating Agency."
6. Addition of New Section 2.07(e) to the Pooling and Servicing
Agreement. A new Section 2.07(e) is hereby added to the Pooling and Servicing
Agreement to read as follows:
"(e) In the case of any removal of Designated Accounts and
repurchase of Designated Receivables pursuant to Section
2.07(c), subject to such Section 2.07(c), on the Removal and
Repurchase Date with respect to any such Designated Account and
Designated Receivables, such Designated Account shall be deemed
removed, and such Designated Receivables ("Repurchased
Receivables") shall be deemed repurchased, from the Trust for
all purposes and the Trustee shall, without further action, be
deemed to sell, transfer, assign, set over and otherwise convey
to the Seller, effective as of the Removal and Repurchase Date,
without recourse, representation or warranty, all the right,
title and interest of the Trust in and to the Repurchased
Receivables, all moneys due and to become due and all amounts
received with respect thereto and all proceeds thereof. Within
five Business Days after the Removal and Repurchase Date, the
Trustee shall deliver to the Seller a Reassignment, together
with appropriate UCC financing statements."
7. Amendments to Section 4.03 of the Pooling and Servicing
Agreement. Section 4.03 of the Pooling and Servicing Agreement is hereby
amended as follows:
(a) Section 4.03 (d) is hereby amended by inserting at the end
of the first sentence thereof the following:
"; provided, however, Collections of Non-Principal
Receivables and Principal Receivables, Defaulted Receivables
and Miscellaneous Payments shall not be allocated to any
Excluded Series until the Invested Amount of the Series
relating to such Excluded Series is reduced to $0."
(b) A new Section 4.03 (f) is hereby added to the end of
Section 4.03 to read as follows:
"(f) On each Distribution Date, amounts on deposit in the
Collection Account on such Distribution Date resulting from
payment by the Seller of the Repurchased Receivables Purchase
Price pursuant to Section 2.06(d) shall be applied as follows:
first, to fund any unpaid Miscellaneous Payments due on or
prior to such Distribution Date and second, an amount equal to
the product of (i) the amount of the Repurchased Receivables
Purchase Price initially deposited by the seller in the
Collection Account pursuant to Section 2.06(d) and (ii) the
Monthly Payment Rate for the immediately preceding Collection
Period, shall be treated as Principal Collections collected in
the immediately preceding Collection Period."
8. Continuation of the Pooling and Servicing Agreement. The Pooling
and Servicing Agreement, as amended hereby, shall continue in full force and
effect.
9. Counterparts. This Amendment may be executed in counterparts, and
all such counterparts taken together shall be deemed to constitute one and the
same agreement.
10. 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
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CHRYSLER CREDIT CORPORATION,
as Servicer,
By
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MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee,
By
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10. 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
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CHRYSLER CREDIT CORPORATION,
as Servicer,
by
-------------------------------
MANUFACTURERS AND TRADERS
TRUST COMPANY, as Trustee,
by
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