FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission file number 1-5966
Chrysler Financial Corporation
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
(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)
Registrant's telephone number, including area code (810) 948-3060
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No ____
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of June 30,
1994.
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the
reduced disclosure format.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements - The interim financial data presented herein
are unaudited, but in the opinion of management reflect all adjustments
necessary for a fair presentation of such information. Results for interim
periods should not be considered indicative of results for a full year.
Reference should be made to the financial statements contained in the
registrant's Annual Report on Form 10-K for the year ended December 31,
1993 (the "10-K Report").
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF NET EARNINGS
(in millions of dollars)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income:
Automotive financing:
Retail $ 129 $ 115 $ 266 $ 246
Wholesale and other 125 129 243 251
Nonautomotive financing 70 110 146 225
Total interest income 324 354 655 722
Interest expense 193 208 378 427
Interest margin 131 146 277 295
Other revenues:
Servicing fee income 60 52 121 103
Insurance premiums earned 34 36 68 69
Investment and other income 54 90 112 149
Interest margin and other
revenues 279 324 578 616
Costs and expenses:
Operating expenses 116 112 230 227
Provision for credit losses 40 66 91 112
Insurance losses and adjustment
expenses 27 32 53 59
Depreciation and other expenses 27 52 60 106
Total costs and expenses 210 262 434 504
Earnings before income taxes and
cumulative effect of changes in
accounting principles 69 62 144 112
Provision for income taxes 25 18 53 31
Earnings before cumulative effect
of changes in accounting
principles 44 44 91 81
Cumulative effect of changes in
accounting principles (Note 4) - - - (30)
Net Earnings $ 44 $ 44 $ 91 $ 51
<CAPTION>
Consolidated Statement of Six Months Ended
Shareholder's Investment June 30,
(in millions of dollars) 1994 1993
(unaudited)
<S> <C> <C>
Balance at beginning of period (Note 4) $3,131 $2,998
Net earnings 91 51
Net unrealized holding losses on securities (Note 4) (7) -
Balance at end of period $3,215 $3,049
<FN>
Prior periods reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars)
<CAPTION>
June 30, December 31, June 30,
Assets: 1994 1993 1993
(unaudited) (unaudited)
<S> <C> <C> <C>
Finance receivables-net (Note 1) $ 9,385 $ 8,659 $ 9,586
Retained interests in sold
receivables and other related
amounts - net (Note 1) 4,049 3,587 3,505
Total finance receivables and
retained interests - net 13,434 12,246 13,091
Cash and cash equivalents 180 265 455
Marketable securities (Note 4) 339 348 329
Dealership properties leased - net 411 423 441
Equipment leased to others - net 121 176 335
Amounts due from affiliated companies 5 - -
Repossessed collateral 254 269 225
Other assets 428 524 509
Total Assets $15,172 $14,251 $15,385
Liabilities:
Debt (Note 3) $ 9,384 $ 8,435 $ 9,081
Accounts payable, accrued
expenses and other 1,047 1,147 1,224
Amounts due to affiliated companies - 24 527
Deferred income taxes 1,526 1,514 1,504
Total Liabilities 11,957 11,120 12,336
Shareholder's Investment 3,215 3,131 3,049
Total Liabilities and
Shareholder's Investment $15,172 $14,251 $15,385
<FN>
Prior periods reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions of dollars)
<CAPTION>
Six Months Ended
June 30,
1994 1993
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 91 $ 51
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting principles - 30
Net gains from receivable sales (41) (69)
Provision for credit losses 91 112
Depreciation and amortization of intangibles 37 67
Change in deferred income taxes 12 27
Change in accounts payable, accrued
expenses and other (27) (52)
Net cash provided by operating activities 163 166
Cash Flows From Investing Activities:
Acquisitions of finance receivables (32,805) (29,225)
Collections of finance receivables 7,902 9,418
Proceeds from sales of receivables 23,756 19,376
Proceeds from sales of nonautomotive assets - 2,267
Other (42) 146
Net cash (used in) provided by investing activities (1,189) 1,982
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings 323 1,835
Borrowings under revolving credit facilities:
Proceeds - 4,115
Payments - (7,643)
Proceeds from issuance of term debt 937 663
Repayment of term debt (426) (1,011)
Other 107 (85)
Net cash provided by (used in) financing activities 941 (2,126)
Change in cash and cash equivalents (85) 22
Cash and cash equivalents at beginning of period 265 433
Cash and Cash Equivalents at End of Period $ 180 $ 455
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Automotive:
Retail $ 4,592 $ 3,536 $ 3,703
Wholesale and other 2,294 2,520 3,025
Total automotive 6,886 6,056 6,728
Nonautomotive 2,697 2,803 3,092
Total finance receivables 9,583 8,859 9,820
Less allowance for credit losses (198) (200) (234)
Total finance receivables - net $ 9,385 $ 8,659 $ 9,586
</TABLE>
The Company's retained interests in sold receivables and other related
amounts are generally restricted and subject to limited recourse
provisions. The following is a summary of amounts included in "Retained
interests in sold receivables and other related amounts - net":
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Cash and investments $ 636 $ 586 $ 599
Senior interests in wholesale
receivables 1,532 967 716
Subordinated interests in
receivables 1,704 1,783 1,800
Excess servicing 187 200 212
Other restricted and securitized
assets 300 345 434
Less allowance for credit losses (310) (294) (256)
Total retained interests in sold
receivables and other related
amounts - net $ 4,049 $ 3,587 $ 3,505
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 1 - Finance Receivables and Retained Interests (Continued)
The Company's total allowance for credit losses including receivables sold
subject to limited recourse is as follows:
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Allowance for losses deducted from:
Finance receivables $ 198 $ 200 $ 234
Retained interests in sold
receivables and other
related amounts 310 294 256
Total $ 508 $ 494 $ 490
</TABLE>
Note 2 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables are as follows:
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Automotive:
Retail $12,286 $12,027 $10,932
Wholesale and other 6,598 6,356 5,798
Nonautomotive 359 449 497
Total $19,243 $18,832 $17,227
</TABLE>
Gains or losses from the sale of retail receivables are recognized in the
period in which such sales occur. Provisions for expected credit losses
are generally provided during the period in which such receivables are
acquired. Since the allowance for credit losses is separately provided
prior to the receivable sales, gains from receivable sales are not reduced
for expected credit losses. Included in "Investment and other income" are
gains before expected credit losses totaling $41 million and $69 million
for the six months ended June 30, 1994 and 1993, respectively. The
provision for credit losses related to such sales amounted to $63 million
and $61 million for the six months ended June 30, 1994 and 1993,
respectively.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt
<TABLE>
<CAPTION>
Weighted Average
Interest Rates at June 30, December 31, June 30,
Maturity June 30, 1994 1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C> <C>
Short-term notes placed primarily
in the open market:
United States $ 2,524 $ 2,513 $ 1,548
Canada 579 259 94
Total short-term notes
(primarily commercial paper) 3,103 2,772 1,642
Revolving bank borrowings under
credit facilities:
United States - - 2,080
Canada - - 316
Total bank borrowings - - 2,396
Senior term debt:
United States, due
1993 - - 147
1994 8.8% 440 813 1,013
1995 5.7% 574 574 142
1996 5.8% 1,094 1,053 644
1997 5.2% 571 197 127
1998 6.1% 812 696 315
Thereafter 8.4% 2,172 1,766 1,666
Total United States 5,663 5,099 4,054
Canada, due 1993-1996 12.2% 39 42 87
Less unamortized discount 2 2 -
Total senior term debt 5,700 5,139 4,141
Subordinated term debt - United States
Senior due 1994-1997 8.3% 27 77 367
Junior subordinated - - 165
Total subordinated 27 77 532
Mexico borrowings and other 554 447 370
Total debt $ 9,384 $ 8,435 $ 9,081
</TABLE>
Credit Facilities
During the second quarter, the Company replaced its existing revolving
credit and receivable sale agreements which were originally scheduled to
expire in 1995. The new agreements provide for lower total commitments,
reductions in borrowing spreads and commitment fees and less restrictive
financial covenants, including the relaxation of dividend restrictions and
the removal of security interests in the Company's U.S. assets.
The Company's credit facilities consist of $4.6 billion of U.S. and $.6
billion of Canadian credit facilities which expire in May 1998. The
Company's automotive receivable sale agreements consist of a $1.5 billion
U.S. agreement (of which $.5 billion expires in May 1995, and $1.0 billion
expires in May 1998) and a $.2 billion Canadian agreement (of which $.1
billion expires in May 1995, and $.1 billion expires in May 1998). As of
June 30, 1994 no amounts were outstanding under the Company's revolving
credit or receivable sale agreements.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt (Continued)
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement can be made available to the Company. As of
June 30, 1994, no borrowings were outstanding under this agreement.
The Company has contractual debt maturities of $4.1 billion during the
remainder of 1994 (including $3.1 billion of short-term notes), and $.6
billion in 1995.
Note 4 - Accounting Changes
Investments in Debt and Equity Securities
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." This new accounting standard specifies the
accounting and reporting requirements for changes in the fair values of
investments with readily determinable fair values.
At June 30, 1994, the Company had investments in securities with an
aggregate carrying value of $354 million, consisting primarily of
commercial paper, governmental securities and corporate debt. Of these
securities, $323 million were categorized as available-for-sale, and $31
million were categorized as held-to-maturity. The adjustment of available-
for-sale securities to market value at January 1, 1994 resulted in a $6
million increase to Shareholder's Investment.
Other Postretirement Benefits
Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," ("OPEB") which
requires the accrual of such benefits during the years the employees
provide services. The adoption of SFAS No. 106 resulted in an after-tax
charge of $29 million in 1993, which represented the immediate recognition
of the OPEB transition obligation of $45 million, partially offset by $16
million of estimated tax benefits. Implementation of SFAS No. 106 did not
increase the Company's cash expenditures for postretirement benefits.
Recognition of on-going expenses under OPEB will not materially affect the
Company's results of operations.
Postemployment Benefits
Effective January 1, 1993, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." This accounting standard requires
the accrual of benefits provided to former or inactive employees after
employment but prior to retirement. The adoption of this accounting
standard resulted in the recognition of an after-tax charge of $1 million
in 1993. Adoption of SFAS No. 112 has not materially increased the annual
expense recognized for these benefits, and there is no cash impact.
Previously reported results for the six months ended June 30, 1993 have
been restated to reflect the adoption of SFAS No. 112, effective January 1,
1993.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 4 - Accounting Changes (Continued)
Impairment of a Loan
In May 1993, the Financial Accounting Standards Board issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," which amends SFAS No.
5, "Accounting for Contingencies", by requiring creditors to evaluate the
collectibility of both contractual interest and principal of receivables
when evaluating the need for a loss accrual. The Company plans to adopt
SFAS No. 114 on or before January 1, 1995. The Company has not yet
determined the effect of this new pronouncement on its results of
operations and financial position.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Chrysler Financial's receivables managed and total assets increased from
year-end 1993 levels reflecting growth in automotive volume. The Company's
portfolio of receivables managed, which includes receivables owned and
receivables serviced for others, totaled $30.2 billion at June 30, 1994,
compared to $28.3 billion at December 31, 1993, and $27.3 billion at June
30, 1993.
Receivables serviced for others primarily represent sold receivables which
the Company services for a fee. Receivables serviced for others totaled
$20.6 billion at June 30, 1994, compared to $19.4 billion at December 31,
1993, and $17.5 billion at June 30, 1993.
Total assets at June 30, 1994 were $15.2 billion, compared to $14.3 billion
at December 31, 1993, and $15.4 billion a year ago. The Company's total
allowance for credit losses, including receivables sold subject to limited
recourse provisions, totaled $508 million, $494 million, and $490 million
at June 30, 1994, December 31, 1993, and June 30, 1993, respectively. The
total allowance for credit losses as a percentage of related finance
receivables outstanding was 1.76 percent, 1.78 percent, and 1.81 percent at
June 30, 1994, December 31, 1993, and June 30, 1993, respectively.
Total debt outstanding at June 30, 1994 was $9.4 billion, compared to $8.4
billion at December 31, 1993 and $9.1 billion a year ago. The Company's
debt-to-equity ratio was 2.92 to 1 at June 30, 1994 compared to 2.69 to 1
at December 31, 1993, and 2.98 to 1 at June 30, 1993.
Results of Operations
Earnings before taxes were $69 million and $144 million for the three and
six months ended June 30, 1994, which compares to $62 million and $112
million for the comparable periods of 1993, before the cumulative effect of
changes in accounting principles. The increase in 1994 earnings before
taxes and accounting changes resulted from higher levels of automotive
financing and lower provisions for credit losses, partially offset by reduced
retail automotive margins.
The Company's net earnings were $44 million and $91 million for the three
and six months ended June 30, 1994 compared to $44 million and $51 million
in the comparable periods of 1993. Net earnings for the six months ended
June 30, 1993 included charges totaling $30 million from the adoption of
Statement of Financial Accounting Standard ("SFAS") No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," and SFAS No.
112, "Employers' Accounting for Postemployment Benefits."
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Automotive financing volume totaled $17.9 billion and $35.0 billion for the
second quarter and first six months of 1994, compared with $15.6 billion
and $29.7 billion in 1993. Financing support provided in the United States
for new Chrysler vehicle retail deliveries (including fleet), and wholesale
vehicle sales to dealers and the number of vehicles financed for the three
and six months ended June 30, 1994, and 1993 respectively, were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
United States Penetration:
Retail 24% 23% 24% 23%
Wholesale 75% 75% 73% 73%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands of units):
Retail 149 137 286 248
Wholesale 421 396 844 773
</TABLE>
Interest margin totaled $131 million and $277 million for the three and six
months ended June 30, 1994, compared to $146 million and $295 million for
the comparable periods of 1993. Automotive financing income totaled $254
million and $509 million for the three and six months ended June 30, 1994
compared to $244 million and $497 million in the comparable periods of
1993.
Interest income from the Company's nonautomotive financing operations
totaled $70 million and $146 million for the three and six months ending
June 30, 1994. This represents a decline of 36 percent and 35 percent,
respectively, from the comparable periods of 1993. These nonautomotive
operations had finance receivables outstanding of $2.7 billion at June 30,
1994 compared with $3.1 billion at June 30, 1993. The decline in
nonautomotive interest income and receivables outstanding is a result of
first quarter 1993 asset sales and continued downsizing of the Company's
nonautomotive portfolios.
Service fee income totaled $60 million and $121 million for the three and
six months ended June 30, 1994, an increase of $8 million, and $18 million
from the same periods a year ago, due to higher levels of receivables
serviced for others.
Investment and other income totaled $54 million and $112 million for the
three and six months ended June 30, 1994 compared to $90 million and $149
million in the comparable periods ended June 30, 1993. The decline in
investment and other income is primarily due to reduced gains on receivable
sales reflecting lower margins on receivables sold.
The Company's average effective cost of borrowings improved in the first
six months of 1994 as compared to the comparable period a year ago,
reflecting lower term debt costs, partially offset by higher short-term
interest rates.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
A comparison of borrowing costs is shown in the following table:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
(dollars in millions)
<S> <C> <C> <C> <C>
Interest expense $ 193 $ 208 $ 378 $ 427
Average borrowings $ 9,268 $ 9,815 $ 9,057 $ 9,951
Average effective cost
of borrowings 8.36% 8.35% 8.38% 8.59%
</TABLE>
Depreciation and other expenses totaled $27 million and $60 million for the
three and six months ended June 30, 1994, compared to $52 million and $106
million for the comparable periods of 1993. The decrease is a result of
the 1993 nonautomotive asset sales and the continued downsizing of
nonautomotive portfolios.
Net credit loss experience, including net losses on receivables sold
subject to limited recourse provisions, for the first six months of 1994
and 1993 was as follows:
<TABLE>
<CAPTION>
Net Credit Losses
1994 1993
(in millions of dollars)
<S> <C> <C>
Automotive financing $ 45 $ 50
Nonautomotive financing 19 49
Total $ 64 $ 99
<CAPTION>
Net Credit Losses to
Average Receivables
Outstanding
1994 1993
<S> <C> <C>
Automotive financing 0.33% 0.40%
Nonautomotive financing 0.96% 1.70%
Total 0.41% 0.65%
</TABLE>
Liquidity and Capital Resources
During the second quarter, the Company replaced its existing U.S. and
Canadian revolving credit and receivable sale agreements, which were
originally scheduled to expire in 1995. The new agreements provide for
lower total commitments, reductions in borrowing spreads and commitment
fees and less restrictive financial covenants, including the relaxation of
dividend restrictions and the removal of security interests in the
Company's U.S. assets.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (continued)
The Company's credit facilities consist of $4.6 billion of U.S. and $.6
billion of Canadian credit facilities which expire in May 1998. The
Company's automotive receivable sale agreements consist of a $1.5 billion
U.S. agreement (of which $.5 billion expires in May 1995, and $1.0 billion
expires in May 1998) and a $.2 billion Canadian agreement (of which $.1
billion expires in May 1995, and $.1 billion expires in May 1998). As of
June 30, 1994 no amounts were outstanding under the Company's revolving
credit or receivable sale agreements.
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement can be made available to the Company. As of
June 30, 1994, no borrowings were outstanding under this agreement.
Receivable sales continued to be a significant source of funding in the
first six months of 1994 as the Company realized $3.5 billion of net
proceeds from the sale of automotive retail receivables, compared to $3.7
billion of net proceeds in the same period of 1993. In addition, revolving
wholesale receivable sale arrangements provided funding which aggregated
$4.5 billion and $4.4 billion at June 30, 1994 and 1993, respectively.
At June 30, 1994, the Company had contractual debt maturities of $4.1
billion during the remainder of 1994 (including $3.1 billion of short-term
notes), $.6 billion in 1995, and $1.1 billion in 1996.
The Company believes that cash provided by operations, receivable sales,
and the issuance of term debt and commercial paper will be sufficient to
enable it to meet its funding requirements.
New Accounting Standard
In May 1993, the Financial Accounting Standards Board issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan", which amends SFAS No.
5, "Accounting for Contingencies", by requiring creditors to evaluate the
collectibility of both contractual interest and principal of receivables
when evaluating the need for a loss accrual. The Company plans to adopt
SFAS No. 114 on or before January 1, 1995. The Company has not yet
determined the effect of this new pronouncement on its results of
operations and financial position.
Review by Independent Public Accountants
Deloitte & Touche, the Company's independent public accountants, performed
a review of the financial statements for the three and six months ended
June 30, 1994 and 1993 in accordance with the standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit, and accordingly, Deloitte & Touche did
not express an opinion on the aforementioned data. Refer to the
Independent Accountants' Report included in Exhibit 15-A.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(Omitted in accordance with general instruction H)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(Omitted in accordance with general instruction H)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with general instruction H)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report.
Exhibit No.
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1989, and incorporated
herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1991, and incorporated
herein by reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related
to Chrysler Financial Corporation Subordinated Debt Securities,
J. Henry Schroder Bank & Trust Company having subsequently
succeeded Banker's Trust Company as Trustee. Filed as Exhibit 4-
C to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended June 30, 1985, and incorporated
herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
Successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-E to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
4-D Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and J. Henry Schroder Bank & Trust
Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-F to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended September 30, 1986, and incorporated herein
by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated
Debt Securities. Filed as Exhibit 4-G to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder
Bank & Trust Company, Trustee, related to Chrysler Financial
Corporation Subordinated Debt Securities. Filed as Exhibit 4-I
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1987, and incorporated herein
by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation
Junior Subordinated Debt Securities. Filed as Exhibit 4-J to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended June 30, 1987, and incorporated herein by
reference.
4-I Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
Successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-A to Registration No.
33-23479 of Chrysler Financial Corporation, and incorporated
herein by reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as Successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. 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.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
4-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as Successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. 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-L 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 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. 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-M Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-B to
Registration No. 33-23479 of Chrysler Financial Corporation, and
incorporated herein by reference.
4-N Copy of First Supplemental Indenture, dated as of September 1,
1989, between Chrysler Financial Corporation and IBJ Schroder
Bank & Trust Company, Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Subordinated Debt Securities. Filed on
September 13, 1989 as Exhibit 4-N to the Current Report of
Chrysler Financial Corporation on Form 8-K dated September 1,
1989, and incorporated herein by reference.
4-O Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated
Debt Securities. Filed as Exhibit 4-C to Registration No. 33-
23479 of Chrysler Financial Corporation, and incorporated herein
by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1,
1989, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Junior Subordinated Debt Securities. Filed on
September 13, 1989 as Exhibit 4-O to the Current Report of
Chrysler Financial Corporation on Form 8-K dated September 1,
1989, and incorporated herein by reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968,
among Chrysler Financial Corporation, Chrysler Corporation and
Chrysler Motors Corporation. Filed as Exhibit 13-D to
Registration Statement No. 2-32037 of Chrysler Financial
Corporation, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 13-B to Registration Statement No. 2-
40110 of Chrysler Financial Corporation and Chrysler Corporation,
and incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 5-C to Registration
Statement No. 2-49615 of Chrysler Financial Corporation, and
incorporated herein by reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now known as
Chrysler Corporation) and Chrysler Corporation (now known as
Chrysler Motors Corporation) further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit 10-F
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and incorporated
herein by reference.
10-G Copy of Revolving Credit Agreement, dated as of May 23, 1994,
among Chrysler Financial Corporation, Chemical Bank, as Agent,
the several commercial banks party thereto as Co-Agents, and
Chemical Securities Inc., as Arranger. Filed as Exhibit 10-A to
the Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-H Copy of Fourth Amended and Restated Commitment Transfer
Agreement, dated as of May 23, 1994, among Chrysler Financial
Corporation, the several financial institutions parties thereto
and Chemical Bank, as agent. Filed as exhibit 10-B to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-I Copy of Guarantee Agreement, dated as of May 23, 1994, made by
Chrysler Financial Corporation to and in favor of Guaranteed
Parties as defined therein. Filed as Exhibit 10-C to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
10-J Copy of Revolving Credit Agreement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
agent, Canadian Imperial Bank of Commerce and Bank of Nova
Scotia, as co-agents, and the Lenders parties thereto. Filed as
Exhibit 10-D to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-K Copy of Short Term Receivables Purchase Agreement, dated as of
May 23, 1994, among Chrysler Financial Corporation, Chrysler
Credit Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, Chemical Bank, as agent, the several
commercial banks parties thereto, and Chemical Bank Agency
Services Corporation, as Administrative Agent. Filed as Exhibit
10-E to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-L Copy of Short Term Participation and Servicing Agreement, dated
as of May 23, 1994, among American Auto Receivables Company,
Chrysler Credit Corporation, the banks and other financial
institutions named as purchasers therein, Chemical Bank, as
Agent, and Chemical Bank Agency Services Corporation, as
Administrative Agent. Filed as Exhibit 10-F to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
10-M Copy of Short Term Bank Supplement, dated as of May 23, 1994,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, to the
Pooling and Servicing Agreement dated as of May 31, 1991 with
Respect to CARCO Auto Loan Master Trust Short Term Bank Series.
Filed as Exhibit 10-G to the Current Report on Form 8-K of
Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-N Copy of Long Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, the several commercial banks parties
thereto, Chemical Bank, as Agent, and Chemical Bank Agency
Services Corporation, as Administrative Agent. Filed as Exhibit
10-H to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-O Copy of Long Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company,
Chrysler Credit Corporation, the banks and other financial
institutions named as purchasers therein, Chemical Bank, as
Agent, and Chemical Bank agency Services Corporation, as
Administrative Agent. Filed as Exhibit 10-I to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-P Copy of Long Term Bank Supplement, dated as of May 23, 1994,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, to the
Pooling and Servicing Agreement dated as of May 31, 1991 with
respect to CARCO Auto Loan Master Trust Bank Series. Filed as
Exhibit 10-J to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-Q Copy of Short Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the chartered banks named therein as purchasers, and
Royal Bank of Canada, as Agent. Filed as Exhibit 10-K to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-R Copy of Short Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-L to the Current Report on Form 8-
K of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-S Copy of Long Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the chartered banks named therein as purchasers, and
Royal bank of Canada, as Agent. Filed as Exhibit 10-M to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-T Copy of Long Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-N to the Current Report on Form 8-
K of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-U Copy of Bank Series 1994-1 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
Agent, the several banks parties thereto, and The Royal Trust
Company, as Custodian, to the Master Custodial and Servicing
Agreement, dated as of September 1, 1992. Filed as Exhibit 10-O
to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-V Copy of Bank Series 1994-2 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
Agent, the several banks parties thereto, and The Royal Trust
Company, as Custodian, to the Master Custodial and Servicing
Agreement, dated as of September 1, 1992. Filed as Exhibit 10-P
to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-W Copy of Receivables Purchase Agreement, dated as of August 18,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with respect
to Canadian Auto Receivables Securitization 1992-2. Filed as
Exhibit 10-00000 to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration Statement No. 33-
51302) on November 24, 1992, and incorporated herein by
reference.
10-X Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to
Premier Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-5 for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-Y Copy of a 4.55% Asset Backed Note with respect to Premier Auto
Trust 1992-5. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-Z Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-AA Copy of Series 1992-2 Supplement to the Pooling and Servicing
Agreement, dated as of October 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee, with respect to CARCO Auto Loan Master Trust, Series
1992-2. Filed as Exhibit 3 to Form 8-A of Carco Auto Loan Master
Trust on October 30, 1992, and incorporated herein by reference.
10-BB Copy of Master Custodial and Servicing Agreement, dated as of
September 1, 1992 between Chrysler Credit Canada Ltd. and The
Royal Trust Company, as Custodian. Filed as Exhibit 10-TTTTT to
the Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-CC Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust
Company of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-DD Copy of Loan Asset Purchase Agreement by and between NationsBank
of Texas, N.A. and Chrysler First Inc., and the Subsidiaries of
Chrysler First Inc. named therein, dated as of November 17, 1992,
with respect to the sale of certain loan assets of Chrysler First
Inc. and its subsidiaries. Filed as Exhibit 10-VVVVV to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-EE Copy of Business Asset Purchase Agreement by and among
NationsBanc Financial Services Corporation and the Purchasers
named therein and Chrysler First Inc. and the Sellers named
therein, dated as of November 17, 1992, with respect to the sale
of certain business assets of Chrysler First Inc. and its
subsidiaries. Filed as Exhibit 10-WWWWW to the Registration
Statement on Form S-2 of Chrysler Financial Corporation
(Registration statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-FF Copy of Securitization Closing Agreement, dated as of February 1,
1993, among Chrysler Financial Corporation, certain Sellers,
certain Purchasers, and certain Purchaser Parties. Filed as
Exhibit 2-E to the Current Report of Chrysler Financial
Corporation on Form 8-K dated February 1, 1993, and incorporated
herein by reference.
10-GG Copy of First Amendment to Loan Asset Purchase Agreement, dated
December 30, 1992, among NationsBank of Texas, N.A. and Chrysler
Financial Corporation, for and on behalf of Chrysler First Inc.
and the Asset Sellers parties thereto. Filed as Exhibit 2-B to
the Current Report of Chrysler Financial Corporation on Form 8-K
dated February 1, 1993, and incorporated herein by reference.
10-HH Copy of First Amendment to Business Asset Purchase Agreement
dated as of January 29, 1993 among NationsBank Financial Services
Corporation, the other Purchasers parties thereto and the Sellers
parties thereto and Chrysler Financial Corporation. Filed as
Exhibit 2-D to the Current Report of Chrysler Financial
Corporation on Form 8-K dated February 1, 1993, and incorporated
herein by reference.
10-II Copy of Purchase Agreement, dated as of August 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation and Chrysler Asset
Management Corporation. Filed as Exhibit 10-FFFFFF of the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-JJ Copy of Asset Purchase Agreement, dated as of September 30, 1992,
between Chrysler Rail Transportation Corporation and United
States Rail Services, a division of United States Leasing
International, Inc. Filed as Exhibit 10-GGGGGG to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-KK Copy of Asset Purchase Agreement, dated as of December 18, 1992,
among Chrysler Rail Transportation Corporation, Greenbrier
Transportation Limited Partnership and Greenbrier Capital
Corporation. Filed as Exhibit 10-HHHHHH to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-LL Copy of Asset Purchase Agreement, dated as of February 1, 1993,
among Chrysler Rail Transportation Corporation, Chrysler Capital
Transportation Services, Inc. and United States Rail Services, a
division of United States Leasing International, Inc. Filed as
Exhibit 10-IIIIII to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement between Chrysler Leaserve, Inc.
(a subsidiary of General Electric Capital Auto Lease, Inc.),
Chrysler Financial Corporation and Chrysler Credit Corporation,
dated as of October 20, 1992, with respect to the sale of Gold
Key Leases. Filed as Exhibit 10-XXXXX to the Registration
Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-NN Copy of Servicing Agreement, dated as of October 20, 1992,
between Chrysler Leaserve, Inc. (a subsidiary of General Electric
Capital Auto Lease, Inc.) and Chrysler Credit Corporation, with
respect to the sale of Gold Key Leases. Filed as Exhibit 10-
YYYYY to the Registration Statement on Form S-2 of Chrysler
Financial Corporation (Registration Statement No. 33-51302) on
November 24, 1992, and incorporated herein by reference.
10-OO Copy of First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-M to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-PP Copy of Second Amendment dated as of August 24, 1992 to the
Series 1991-2 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-N to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-QQ Copy of Second Amendment dated as of August 24, 1992 to the
Series 1991-3 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-O to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-RR Copy of First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master trust. Filed as
Exhibit 4-P to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-SS Copy of Sale and Servicing Agreement, dated as of November 1,
1992, among Premier Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Premier Auto Trust 1992-6,
as Purchaser, with respect to Premier Auto Trust 1992-6. Filed
as Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-TT Copy of Trust Agreement, dated as of November 1, 1992, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware as Owner Trustee, with respect to Premier
Auto Trust 1992-6. Filed as Exhibit 10-QQQQQQ to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-UU Copy of Sale and Servicing Agreement, dated as of January 1,
1993, among Premier Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Premier Auto Trust 1993-1,
as Purchaser, with respect to Premier Auto Trust 1993-1. Filed
as Exhibit 10-RRRRRR to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-VV Copy of Trust Agreement, dated as of January 1, 1993, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware, as Owner Trustee, with respect to Premier
Auto Trust 1993-1. Filed as Exhibit 10-SSSSSS to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-WW Copy of Receivables Purchase Agreement, dated as of November 25,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisitions Inc. with respect
to Canadian Auto Receivables Securitization 1992-3. Filed as
Exhibit 10-TTTTTT to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-XX Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd., Auto 1 Limited
Partnership and Chrysler Financial Corporation, with respect to
Auto 1 Trust. Filed as Exhibit 10-UUUUUU to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-YY Copy of Master Lease Agreement, dated as of January 25, 1993,
among Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto
1 Limited Partnership, with respect to Auto 1 Trust. Filed as
Exhibit 10-VVVVVV to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-ZZ Copy of Amended and Restated Trust Agreement, dated as of April
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-AAA Copy of Indenture, dated as of April 1, 1993, between Premier
Auto Trust 1993-2 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.2 of the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-BBB Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to
the Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q
for the quarter ended June 30, 1993, and incorporated herein by
reference.
10-CCC Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee.
Filed as Exhibit 4.2 to the Quarterly Report of Premier Auto
Trust 1993-3 on Form 10-Q for the quarter ended June 30, 1993,
and incorporated herein by reference.
10-DDD Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein by
reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-EEE Copy of Receivables Purchase Agreement, made as of April 7, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Association Assets Acquisition Inc., with respect to CARS
1993-1. Filed as Exhibit 10-OOOO to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-FFF Copy of Receivables Purchase Agreement, made as of June 29, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc., with respect to CARS
1993-2. Filed as Exhibit 10-PPPP to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-GGG Copy of Pooling and Servicing Agreement, dated as of August 1,
1993, among Auto Receivables Corporation, Chrysler Credit Canada
Ltd., Montreal Trust Company of Canada and Chrysler Financial
Corporation, with respect to CARCO 1993-1. Filed as Exhibit 10-
QQQQ to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-HHH Copy of Standard Terms and Conditions of Agreement, dated as of
August 1, 1993, among Auto Receivables Corporation, Chrysler
Credit Canada Ltd. and Chrysler Financial Corporation, with
respect to CARCO 1993-1. Filed as Exhibit 10-RRRR to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein
by reference.
10-III Copy of Purchase Agreement, dated as of August 1, 1993, between
Chrysler Credit Canada Ltd., and Auto Receivables Corporation,
with respect to CARCO 1993-1. Filed as Exhibit 10-SSSS to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein
by reference.
10-JJJ Copy of Lease Receivables Purchase Agreement, dated as of
December 23, 1992, among Chrysler Systems Leasing Inc., Chrysler
Financial Corporation and Sanwa Business Credit Corporation.
Filed as Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-KKK Copy of Lease Receivables Purchase Agreement, dated September 3,
1993, among CXC Incorporated, Chrysler Systems Inc., and Chrysler
Financial Corporation. Filed as Exhibit 10-UUUU to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-LLL Copy of Lease Receivables Purchase Agreement, dated September 22,
1993, among the CIT Group/Equipment Financing, Inc., Chrysler
Systems Inc., and Chrysler Financial Corporation. Filed as
Exhibit 10-VVVV to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-MMM Copy of Asset Purchase Agreement, dated as of July 31, 1993,
between Chrysler Rail Transportation Corporation and General
Electric Railcar Leasing Services Corporation. Filed as Exhibit
10-WWWW to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
10-NNN Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-OOO Copy of Loan Agreement, dated as of March 31, 1993, between
Manatee Leasing, Inc. and Chrysler Credit Corporation. Filed as
Exhibit 10-YYYY to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
10-PPP Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital
Auto Lease, Inc., Chrysler Credit Corporation and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-QQQ Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-RRR Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-5
on From 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-SSS Copy of Asset Purchase Agreement, dated as of October 29, 1993,
between Marine Asset Management Corporation and Trico Marine
Assets, Inc.. Filed as Exhibit 10-CCCCC to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the quarter
ended September 30, 1993, and incorporated herein by reference.
10-TTT Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied
Railcar Company. Filed as Exhibit 1O-OOOO to the Annual Report
on Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1993, and incorporated herein by reference.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-UUU Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the
year ended December 31, 1993, and incorporated herein by
reference.
10-VVV Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust. Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-WWW Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-6. Filed
as Exhibit 4-A to the Annual Report on Form 10-K of Premier Auto
Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-XXX Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto trust 1993-6.
Filed as Exhibit 4-B to the Annual Report on Form 10-K of Premier
Auto Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-YYY Copy of Secured Loan Purchase Agreement, dated as of March 29,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZ to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein by
reference.
10-ZZZ Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1994-1 for the quarter ended March 31, 1994, and
incorporated herein by reference.
10-AAAA Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1994-1.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-1 for the quarter ended March 31, 1994,
and incorporated herein by reference.
10-BBBB Copy of Secured Loan Purchase Agreement, dated as of July 6,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
<PAGE>
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
15-A Letter re unaudited interim financial information.
15-B Independent Accountants' Letter in Lieu of Consent.
Copies of instruments defining the rights of holders of long-term debt of
the registrant and its consolidated subsidiaries, other than the
instruments copies of which are filed with this report as Exhibit 4-A, 4-B,
4-C, 4-D, 4-E, 4-F, 4-G, 4-H, 4-I, 4-J, 4-K, 4-L, 4-M, 4-N, 4-O, and 4-P
thereto, have not been filed as exhibits to this report since the amount of
securities authorized under any one of such instruments does not exceed 10%
of the total assets of the registrant and its subsidiaries on a
consolidated basis. The registration agrees to furnish to the Commission a
copy of each such instrument upon request.
(b) The registrant filed the following reports on Form 8-K during the
quarter ended June 30, 1994.
Date of Report Date Filed Item Reported
- - -------------- ---------- -------------
April 19, 1994 April 19, 1994 5
May 23, 1994 May 24, 1994 5
Financial Statements Filed
Copy of the unaudited financial statements for Chrysler Financial
Corporation and subsidiaries for the quarter ended June 30, 1994, and the
related Independent Accountant's Report.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chrysler Financial Corporation
------------------------------
(Registrant)
Date: July 18, 1994 By: /s/ T. P. Dykstra
-----------------
T. P. Dykstra
Vice President & Controller
Principal Accounting Officer
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1989, and incorporated
herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
E-1
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1991, and incorporated
herein by reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related
to Chrysler Financial Corporation Subordinated Debt Securities,
J. Henry Schroder Bank & Trust Company having subsequently
succeeded Banker's Trust Company as Trustee. Filed as Exhibit 4-
C to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended June 30, 1985, and incorporated
herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
Successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-E to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-D Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and J. Henry Schroder Bank & Trust
Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-F to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended September 30, 1986, and incorporated herein
by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated
Debt Securities. Filed as Exhibit 4-G to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
E-2
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder
Bank & Trust Company, Trustee, related to Chrysler Financial
Corporation Subordinated Debt Securities. Filed as Exhibit 4-I
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1987, and incorporated herein
by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation
Junior Subordinated Debt Securities. Filed as Exhibit 4-J to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q
for the quarter ended June 30, 1987, and incorporated herein by
reference.
4-I Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
Successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-A to Registration No.
33-23479 of Chrysler Financial Corporation, and incorporated
herein by reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as Successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. 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-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as Successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. 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.
E-3
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
4-L 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 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. 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-M Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-B to
Registration No. 33-23479 of Chrysler Financial Corporation, and
incorporated herein by reference.
4-N Copy of First Supplemental Indenture, dated as of September 1,
1989, between Chrysler Financial Corporation and IBJ Schroder
Bank & Trust Company, Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Subordinated Debt Securities. Filed on
September 13, 1989 as Exhibit 4-N to the Current Report of
Chrysler Financial Corporation on Form 8-K dated September 1,
1989, and incorporated herein by reference.
4-O Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated
Debt Securities. Filed as Exhibit 4-C to Registration No. 33-
23479 of Chrysler Financial Corporation, and incorporated herein
by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1,
1989, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Junior Subordinated Debt Securities. Filed on
September 13, 1989 as Exhibit 4-O to the Current Report of
Chrysler Financial Corporation on Form 8-K dated September 1,
1989, and incorporated herein by reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968,
among Chrysler Financial Corporation, Chrysler Corporation and
Chrysler Motors Corporation. Filed as Exhibit 13-D to
Registration Statement No. 2-32037 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 13-B to Registration Statement No. 2-
40110 of Chrysler Financial Corporation and Chrysler Corporation,
and incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 5-C to Registration
Statement No. 2-49615 of Chrysler Financial Corporation, and
incorporated herein by reference.
E-4
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now known as
Chrysler Corporation) and Chrysler Corporation (now known as
Chrysler Motors Corporation) further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit 10-F
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and incorporated
herein by reference.
10-G Copy of Revolving Credit Agreement, dated as of May 23, 1994,
among Chrysler Financial Corporation, Chemical Bank, as Agent,
the several commercial banks party thereto as Co-Agents, and
Chemical Securities Inc., as Arranger. Filed as Exhibit 10-A to
the Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-H Copy of Fourth Amended and Restated Commitment Transfer
Agreement, dated as of May 23, 1994, among Chrysler Financial
Corporation, the several financial institutions parties thereto
and Chemical Bank, as agent. Filed as exhibit 10-B to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-I Copy of Guarantee Agreement, dated as of May 23, 1994, made by
Chrysler Financial Corporation to and in favor of Guaranteed
Parties as defined therein. Filed as Exhibit 10-C to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
10-J Copy of Revolving Credit Agreement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
agent, Canadian Imperial Bank of Commerce and Bank of Nova
Scotia, as co-agents, and the Lenders parties thereto. Filed as
Exhibit 10-D to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
E-5
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-K Copy of Short Term Receivables Purchase Agreement, dated as of
May 23, 1994, among Chrysler Financial Corporation, Chrysler
Credit Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, Chemical Bank, as agent, the several
commercial banks parties thereto, and Chemical Bank Agency
Services Corporation, as Administrative Agent. Filed as Exhibit
10-E to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-L Copy of Short Term Participation and Servicing Agreement, dated
as of May 23, 1994, among American Auto Receivables Company,
Chrysler Credit Corporation, the banks and other financial
institutions named as purchasers therein, Chemical Bank, as
Agent, and Chemical Bank Agency Services Corporation, as
Administrative Agent. Filed as Exhibit 10-F to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
10-M Copy of Short Term Bank Supplement, dated as of May 23, 1994,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, to the
Pooling and Servicing Agreement dated as of May 31, 1991 with
Respect to CARCO Auto Loan Master Trust Short Term Bank Series.
Filed as Exhibit 10-G to the Current Report on Form 8-K of
Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-N Copy of Long Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, the several commercial banks parties
thereto, Chemical Bank, as Agent, and Chemical Bank Agency
Services Corporation, as Administrative Agent. Filed as Exhibit
10-H to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-O Copy of Long Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company,
Chrysler Credit Corporation, the banks and other financial
institutions named as purchasers therein, Chemical Bank, as
Agent, and Chemical Bank agency Services Corporation, as
Administrative Agent. Filed as Exhibit 10-I to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May
23, 1994, and incorporated herein by reference.
10-P Copy of Long Term Bank Supplement, dated as of May 23, 1994,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, to the
Pooling and Servicing Agreement dated as of May 31, 1991 with
respect to CARCO Auto Loan Master Trust Bank Series. Filed as
Exhibit 10-J to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
E-6
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-Q Copy of Short Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the chartered banks named therein as purchasers, and
Royal Bank of Canada, as Agent. Filed as Exhibit 10-K to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-R Copy of Short Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-L to the Current Report on Form 8-
K of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-S Copy of Long Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit
Canada Ltd., the chartered banks named therein as purchasers, and
Royal bank of Canada, as Agent. Filed as Exhibit 10-M to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-T Copy of Long Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-N to the Current Report on Form 8-
K of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-U Copy of Bank Series 1994-1 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
Agent, the several banks parties thereto, and The Royal Trust
Company, as Custodian, to the Master Custodial and Servicing
Agreement, dated as of September 1, 1992. Filed as Exhibit 10-O
to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-V Copy of Bank Series 1994-2 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as
Agent, the several banks parties thereto, and The Royal Trust
Company, as Custodian, to the Master Custodial and Servicing
Agreement, dated as of September 1, 1992. Filed as Exhibit 10-P
to the Current Report on Form 8-K of Chrysler Financial
Corporation dated May 23, 1994, and incorporated herein by
reference.
10-W Copy of Receivables Purchase Agreement, dated as of August 18,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with respect
to Canadian Auto Receivables Securitization 1992-2. Filed as
Exhibit 10-00000 to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration Statement No. 33-
51302) on November 24, 1992, and incorporated herein by
reference.
E-7
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-X Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to
Premier Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-5 for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-Y Copy of a 4.55% Asset Backed Note with respect to Premier Auto
Trust 1992-5. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-Z Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-AA Copy of Series 1992-2 Supplement to the Pooling and Servicing
Agreement, dated as of October 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as
Trustee, with respect to CARCO Auto Loan Master Trust, Series
1992-2. Filed as Exhibit 3 to Form 8-A of Carco Auto Loan Master
Trust on October 30, 1992, and incorporated herein by reference.
10-BB Copy of Master Custodial and Servicing Agreement, dated as of
September 1, 1992 between Chrysler Credit Canada Ltd. and The
Royal Trust Company, as Custodian. Filed as Exhibit 10-TTTTT to
the Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-CC Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust
Company of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-DD Copy of Loan Asset Purchase Agreement by and between NationsBank
of Texas, N.A. and Chrysler First Inc., and the Subsidiaries of
Chrysler First Inc. named therein, dated as of November 17, 1992,
with respect to the sale of certain loan assets of Chrysler First
Inc. and its subsidiaries. Filed as Exhibit 10-VVVVV to the
Registration Statement on Form S-2 of Chrysler Financial
Corporation (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
E-8
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-EE Copy of Business Asset Purchase Agreement by and among
NationsBanc Financial Services Corporation and the Purchasers
named therein and Chrysler First Inc. and the Sellers named
therein, dated as of November 17, 1992, with respect to the sale
of certain business assets of Chrysler First Inc. and its
subsidiaries. Filed as Exhibit 10-WWWWW to the Registration
Statement on Form S-2 of Chrysler Financial Corporation
(Registration statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-FF Copy of Securitization Closing Agreement, dated as of February 1,
1993, among Chrysler Financial Corporation, certain Sellers,
certain Purchasers, and certain Purchaser Parties. Filed as
Exhibit 2-E to the Current Report of Chrysler Financial
Corporation on Form 8-K dated February 1, 1993, and incorporated
herein by reference.
10-GG Copy of First Amendment to Loan Asset Purchase Agreement, dated
December 30, 1992, among NationsBank of Texas, N.A. and Chrysler
Financial Corporation, for and on behalf of Chrysler First Inc.
and the Asset Sellers parties thereto. Filed as Exhibit 2-B to
the Current Report of Chrysler Financial Corporation on Form 8-K
dated February 1, 1993, and incorporated herein by reference.
10-HH Copy of First Amendment to Business Asset Purchase Agreement
dated as of January 29, 1993 among NationsBank Financial Services
Corporation, the other Purchasers parties thereto and the Sellers
parties thereto and Chrysler Financial Corporation. Filed as
Exhibit 2-D to the Current Report of Chrysler Financial
Corporation on Form 8-K dated February 1, 1993, and incorporated
herein by reference.
10-II Copy of Purchase Agreement, dated as of August 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation and Chrysler Asset
Management Corporation. Filed as Exhibit 10-FFFFFF of the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-JJ Copy of Asset Purchase Agreement, dated as of September 30, 1992,
between Chrysler Rail Transportation Corporation and United
States Rail Services, a division of United States Leasing
International, Inc. Filed as Exhibit 10-GGGGGG to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-KK Copy of Asset Purchase Agreement, dated as of December 18, 1992,
among Chrysler Rail Transportation Corporation, Greenbrier
Transportation Limited Partnership and Greenbrier Capital
Corporation. Filed as Exhibit 10-HHHHHH to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
E-9
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-LL Copy of Asset Purchase Agreement, dated as of February 1, 1993,
among Chrysler Rail Transportation Corporation, Chrysler Capital
Transportation Services, Inc. and United States Rail Services, a
division of United States Leasing International, Inc. Filed as
Exhibit 10-IIIIII to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement between Chrysler Leaserve, Inc.
(a subsidiary of General Electric Capital Auto Lease, Inc.),
Chrysler Financial Corporation and Chrysler Credit Corporation,
dated as of October 20, 1992, with respect to the sale of Gold
Key Leases. Filed as Exhibit 10-XXXXX to the Registration
Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-NN Copy of Servicing Agreement, dated as of October 20, 1992,
between Chrysler Leaserve, Inc. (a subsidiary of General Electric
Capital Auto Lease, Inc.) and Chrysler Credit Corporation, with
respect to the sale of Gold Key Leases. Filed as Exhibit 10-
YYYYY to the Registration Statement on Form S-2 of Chrysler
Financial Corporation (Registration Statement No. 33-51302) on
November 24, 1992, and incorporated herein by reference.
10-OO Copy of First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-M to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-PP Copy of Second Amendment dated as of August 24, 1992 to the
Series 1991-2 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-N to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
E-10
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-QQ Copy of Second Amendment dated as of August 24, 1992 to the
Series 1991-3 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-O to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-RR Copy of First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to
USA on August 8, 1991, as amended by the First Amendment dated as
of August 6, 1992, among the Seller, the Servicer and the
Trustee, with respect to CARCO Auto Loan Master trust. Filed as
Exhibit 4-P to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-SS Copy of Sale and Servicing Agreement, dated as of November 1,
1992, among Premier Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Premier Auto Trust 1992-6,
as Purchaser, with respect to Premier Auto Trust 1992-6. Filed
as Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-TT Copy of Trust Agreement, dated as of November 1, 1992, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware as Owner Trustee, with respect to Premier
Auto Trust 1992-6. Filed as Exhibit 10-QQQQQQ to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
10-UU Copy of Sale and Servicing Agreement, dated as of January 1,
1993, among Premier Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Premier Auto Trust 1993-1,
as Purchaser, with respect to Premier Auto Trust 1993-1. Filed
as Exhibit 10-RRRRRR to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-VV Copy of Trust Agreement, dated as of January 1, 1993, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware, as Owner Trustee, with respect to Premier
Auto Trust 1993-1. Filed as Exhibit 10-SSSSSS to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1992, and incorporated herein by
reference.
E-11
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-WW Copy of Receivables Purchase Agreement, dated as of November 25,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisitions Inc. with respect
to Canadian Auto Receivables Securitization 1992-3. Filed as
Exhibit 10-TTTTTT to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-XX Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd., Auto 1 Limited
Partnership and Chrysler Financial Corporation, with respect to
Auto 1 Trust. Filed as Exhibit 10-UUUUUU to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-YY Copy of Master Lease Agreement, dated as of January 25, 1993,
among Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto
1 Limited Partnership, with respect to Auto 1 Trust. Filed as
Exhibit 10-VVVVVV to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
10-ZZ Copy of Amended and Restated Trust Agreement, dated as of April
1, 1993, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-AAA Copy of Indenture, dated as of April 1, 1993, between Premier
Auto Trust 1993-2 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-2. Filed as
Exhibit 4.2 of the Quarterly Report of Premier Auto Trust 1993-2
on Form 10-Q for the quarter ended June 30, 1993, and
incorporated herein by reference.
10-BBB Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to
the Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q
for the quarter ended June 30, 1993, and incorporated herein by
reference.
10-CCC Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee.
Filed as Exhibit 4.2 to the Quarterly Report of Premier Auto
Trust 1993-3 on Form 10-Q for the quarter ended June 30, 1993,
and incorporated herein by reference.
10-DDD Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein by
reference.
E-12
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-EEE Copy of Receivables Purchase Agreement, made as of April 7, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Association Assets Acquisition Inc., with respect to CARS
1993-1. Filed as Exhibit 10-OOOO to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-FFF Copy of Receivables Purchase Agreement, made as of June 29, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc., with respect to CARS
1993-2. Filed as Exhibit 10-PPPP to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-GGG Copy of Pooling and Servicing Agreement, dated as of August 1,
1993, among Auto Receivables Corporation, Chrysler Credit Canada
Ltd., Montreal Trust Company of Canada and Chrysler Financial
Corporation, with respect to CARCO 1993-1. Filed as Exhibit 10-
QQQQ to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-HHH Copy of Standard Terms and Conditions of Agreement, dated as of
August 1, 1993, among Auto Receivables Corporation, Chrysler
Credit Canada Ltd. and Chrysler Financial Corporation, with
respect to CARCO 1993-1. Filed as Exhibit 10-RRRR to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein
by reference.
10-III Copy of Purchase Agreement, dated as of August 1, 1993, between
Chrysler Credit Canada Ltd., and Auto Receivables Corporation,
with respect to CARCO 1993-1. Filed as Exhibit 10-SSSS to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein
by reference.
10-JJJ Copy of Lease Receivables Purchase Agreement, dated as of
December 23, 1992, among Chrysler Systems Leasing Inc., Chrysler
Financial Corporation and Sanwa Business Credit Corporation.
Filed as Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-KKK Copy of Lease Receivables Purchase Agreement, dated September 3,
1993, among CXC Incorporated, Chrysler Systems Inc., and Chrysler
Financial Corporation. Filed as Exhibit 10-UUUU to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-LLL Copy of Lease Receivables Purchase Agreement, dated September 22,
1993, among the CIT Group/Equipment Financing, Inc., Chrysler
Systems Inc., and Chrysler Financial Corporation. Filed as
Exhibit 10-VVVV to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
E-13
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-MMM Copy of Asset Purchase Agreement, dated as of July 31, 1993,
between Chrysler Rail Transportation Corporation and General
Electric Railcar Leasing Services Corporation. Filed as Exhibit
10-WWWW to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
10-NNN Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-OOO Copy of Loan Agreement, dated as of March 31, 1993, between
Manatee Leasing, Inc. and Chrysler Credit Corporation. Filed as
Exhibit 10-YYYY to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993,
and incorporated herein by reference.
10-PPP Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital
Auto Lease, Inc., Chrysler Credit Corporation and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-QQQ Copy of Amended and Restated Trust Agreement, dated as of
September 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.1 to the Quarterly Report of Premier Auto Trust 1993-5
on Form 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-RRR Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-5. Filed as
Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-5
on From 10-Q for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-SSS Copy of Asset Purchase Agreement, dated as of October 29, 1993,
between Marine Asset Management Corporation and Trico Marine
Assets, Inc.. Filed as Exhibit 10-CCCCC to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the quarter
ended September 30, 1993, and incorporated herein by reference.
10-TTT Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied
Railcar Company. Filed as Exhibit 1O-OOOO to the Annual Report
on Form 10-K of Chrysler Financial Corporation for the year ended
December 31, 1993, and incorporated herein by reference.
E-14
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
10-UUU Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the
year ended December 31, 1993, and incorporated herein by
reference.
10-VVV Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master
Trust. Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-WWW Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-6. Filed
as Exhibit 4-A to the Annual Report on Form 10-K of Premier Auto
Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-XXX Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto trust 1993-6.
Filed as Exhibit 4-B to the Annual Report on Form 10-K of Premier
Auto Trust 1993-6 for the year ended December 31, 1993, and
incorporated herein by reference.
10-YYY Copy of Secured Loan Purchase Agreement, dated as of March 29,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZ to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein by
reference.
10-ZZZ Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-1. Filed
as Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1994-1 for the quarter ended March 31, 1994, and
incorporated herein by reference.
10-AAAA Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1994-1.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-1 for the quarter ended March 31, 1994,
and incorporated herein by reference.
10-BBBB Copy of Secured Loan Purchase Agreement, dated as of July 6,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation.
E-15
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
15-A Letter re unaudited interim financial information.
15-B Independent Accountants' Letter in Lieu of Consent.
E-16
EXHIBIT 10-BBBB
SECURED LOAN PURCHASE AGREEMENT
among
CHRYSLER CREDIT CANADA LTD.
as seller and collector
- and -
LEAF TRUST
as purchaser
- and -
CHRYSLER FINANCIAL CORPORATION
as performance guarantor
Dated as of July 6, 1994
Stikeman, Elliott
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE 1
INTERPRETATION
1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.3 References to Sections, Articles and Exhibits. . . . . . . . . . . 15
1.4 Number and Gender. . . . . . . . . . . . . . . . . . . . . . . . . 15
1.5 Accounting Principles. . . . . . . . . . . . . . . . . . . . . . . 15
1.6 Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.7 Computation of Time Periods. . . . . . . . . . . . . . . . . . . . 16
1.8 Summary of the Transaction . . . . . . . . . . . . . . . . . . . . 16
1.9 List of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures. . . . . . . . . . . . . . . . . . . . . . . . 17
2.2 Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.3 Liquidation Procedures . . . . . . . . . . . . . . . . . . . . . . 17
2.4 Deferred Purchase Account. . . . . . . . . . . . . . . . . . . . . 21
2.5 Purchaser's Capital. . . . . . . . . . . . . . . . . . . . . . . . 22
2.6 Clean-Up Repurchase. . . . . . . . . . . . . . . . . . . . . . . . 23
2.7 Deemed Collections . . . . . . . . . . . . . . . . . . . . . . . . 23
2.8 Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.9 Payments and Computations. . . . . . . . . . . . . . . . . . . . . 25
2.10 Further Action to Protect Purchased Assets . . . . . . . . . . . . 25
2.11 Ineligible Secured Loans . . . . . . . . . . . . . . . . . . . . . 26
2.12 Retransfer of Purchased Assets . . . . . . . . . . . . . . . . . . 26
2.13 Permitted Investments. . . . . . . . . . . . . . . . . . . . . . . 26
2.14 Allocation of Collections. . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 3
COLLECTION
3.1 Designation of the Collector . . . . . . . . . . . . . . . . . . . 27
3.2 Duties of the Collector, etc.. . . . . . . . . . . . . . . . . . . 27
3.3 Collector Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Purchaser's Conditions Precedent to the Purchase . . . . . . . . . 29
4.2 Seller's Conditions Precedent to the Purchase. . . . . . . . . . . 31
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Seller . . . . . . . . . . . 31
5.2 Representations and Warranties of Chrysler Financial . . . . . . . 34
5.3 Representations and Warranties of the Purchaser. . . . . . . . . . 36
ARTICLE 6
COVENANTS OF THE SELLER
6.1 Affirmative Covenants of the Seller. . . . . . . . . . . . . . . . 37
6.2 Negative Covenants of the Seller . . . . . . . . . . . . . . . . . 39
6.3 Covenants of Chrysler Financial. . . . . . . . . . . . . . . . . . 40
ARTICLE 7
SIGNIFICANT EVENTS
7.1 Meaning of Significant Event . . . . . . . . . . . . . . . . . . . 41
7.2 Action Upon a Significant Event. . . . . . . . . . . . . . . . . . 43
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES . . . . . . 44
8.1 Delegation in Favour of Administrative Agent . . . . . . . . . . . 44
8.2 Liability of Purchaser and Administrative Agent. . . . . . . . . . 44
8.3 The Administrative Agent and Affiliates. . . . . . . . . . . . . . 44
8.4 Responsibilities of the Seller and the Purchaser . . . . . . . . . 45
8.5 Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . . . 45
ARTICLE 9
INDEMNIFICATION
9.1 Indemnities by the Seller. . . . . . . . . . . . . . . . . . . . . 46
9.2 Limited Indemnity by the Seller. . . . . . . . . . . . . . . . . . 47
9.3 Co-operation in Litigation and Proceedings . . . . . . . . . . . . 48
ARTICLE 10
MISCELLANEOUS
10.1 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.2 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.3 Notices, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.4 No Waiver; Remedies. . . . . . . . . . . . . . . . . . . . . . . . 49
10.5 Binding Effect; Assignability; Termination, etc. . . . . . . . . . 49
10.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
10.7 Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . . . 50
10.8 Change in Circumstance . . . . . . . . . . . . . . . . . . . . . . 51
10.9 Failure to Perform . . . . . . . . . . . . . . . . . . . . . . . . 51
10.10 Consent to Jurisdiction; Waiver of Immunities. . . . . . . . . . . 52
10.11 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.12 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 53
10.13 Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . 53
10.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
10.15 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . 53
EXHIBITS
EXHIBIT A - Purchased Assets (in microfiche format)
EXHIBIT B - Sample Portfolio Report
EXHIBIT C - Bill of Sale
EXHIBIT D - Permitted Investments
EXHIBIT E-1 - Form of Opinion of Seller's Counsel
EXHIBIT E-2 - Form of Opinion of Chrysler Financial's General Counsel
EXHIBIT F - Historical Collection Results
<PAGE>
THIS SECURED LOAN PURCHASE AGREEMENT made as of July 6, 1994.
AMONG:
CHRYSLER CREDIT CANADA LTD., a corporation amalgamated
under the laws of Canada
(hereinafter referred to as the "Seller")
OF THE FIRST PART
- and -
CHRYSLER CREDIT CANADA LTD., a corporation amalgamated
under the laws of Canada
(hereinafter referred to, in such capacity, as the "Collector")
OF THE SECOND PART
- and -
LEAF TRUST, by The Bankers' Trust Company, a trust
company carrying on business in the Province of Ontario,
in its capacity as trustee of LEAF Trust, a trust
established under the laws of the Province of Ontario
(hereinafter referred to as the "Purchaser")
OF THE THIRD PART
- and -
CHRYSLER FINANCIAL CORPORATION, a corporation incorporated under
the laws of the State of Michigan
(hereinafter referred to as "Chrysler Financial")
OF THE FOURTH PART
WHEREAS the Seller is the creditor under Secured Loans and wishes
to sell to the Purchaser its interest in certain of such Secured Loans;
AND WHEREAS the Purchaser is willing to purchase from the Seller,
the Seller's interest in such Secured Loans;
AND WHEREAS the Collector is willing to carry out the duties and
obligations to be performed by it pursuant to the provisions hereof;
AND WHEREAS Chrysler Financial is willing to act as performance
guarantor with respect to the covenants of Chrysler Credit Canada Ltd., as
the Seller and the Collector hereunder;
AND WHEREAS Canadian Imperial Bank of Commerce has the authority
as the Administrative Agent of the Purchaser pursuant to an administration
agreement dated as of July 27, 1990, as amended, to enter into this
Agreement as agent for the Purchaser;
NOW THEREFORE the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Certain Defined Terms
In this Agreement, the following terms have the following
meanings:
"APR" means the annual percentage rate of interest received from
the Purchased Assets.
"Administrative Agent" means CIBC, its successors and permitted
assigns, acting pursuant to an agreement dated as of July 27, 1990 between
CIBC and the Purchaser, as amended from time to time.
"Administrative Charges" means extension fees, insurance premiums,
charges for returned cheques or dishonoured payments or dishonoured
transfer instructions and other similar charges and, prior to the
appointment of a Person other than the Seller as Collector, late payment
charges and refinancing charges.
"Adverse Claim" means a lien, security interest, charge,
encumbrance, ownership interest or other right or claim of any Person
(other than the Purchaser) where such right or claim ranks ahead of or pari
passu with the interests of the Purchaser created hereunder.
"Affiliate" means, when used with respect to any Person, an
affiliate of such Person as defined in the Canada Business Corporations Act
from time to time in force.
"Agreement" means this agreement as amended, modified,
supplemented, restated or replaced from time to time, including the
Exhibits hereto, and the expressions "herein", "hereof", "hereto",
"hereunder", and similar expressions refer to this Agreement and not to any
particular Article, Section or other portion hereof; and "including" means
"including without limitation".
"Bill of Sale" means the bill of sale to be entered into pursuant
to Section 2.1 between the Purchaser, as purchaser, and the Seller, as
seller, substantially in the form attached as Exhibit C.
"Billings" means, for any Settlement Period, the total contractual
amount payable by Obligors relating to the Purchased Assets on a date
within a Settlement Period as shown on the applicable Portfolio Report for
such Settlement Period (which amount shall not include Administrative
Charges or any sales taxes or other taxes required to be collected and
remitted by the Seller), other than Billings in respect of Defaulted Loans.
"Business Day" means any day, other than a Saturday or Sunday, on
which banks are open for business in Toronto, Ontario, Canada.
"CIBC" means Canadian Imperial Bank of Commerce, a Canadian
chartered bank, and its successors and permitted assigns.
"Canadian Dollars" or "$" means the lawful currency of Canada.
"Chrysler Financial" means Chrysler Financial Corporation, its
successors and permitted assigns.
"Closing Date" means July 6, 1994.
"Collections" means all cash collections, including, without
limitation, Pay Aheads, and other cash proceeds of Related Secured Loan
Rights other than Net Proceeds, but not including any sales taxes or other
taxes which are required to be collected and remitted by the Collector or,
prior to the appointment of a Person other than the Seller as Collector,
Administrative Charges.
"Collector" means, at any time, the Seller, its successor or any
other Person or its successor who is then the Collector in accordance with
Section 3.1.
"Collector Fee" has the meaning ascribed thereto in Section 3.3.
"Concentration Limit" means 0.3% of the Prepayment Amount.
"Credit and Collection Policy" means the customary policies and
procedures of the Seller as represented to and approved by the Purchaser
relating to certain aspects of the granting of credit, the making of
collections and the enforcing of contracts relating to Secured Loans and
their related servicing as such policies and procedures may be changed from
time to time in accordance with Section 6.2(b). These policies and
procedures have resulted in the historical collection results furnished to
the Purchaser and set out in Exhibit F.
"Cut-Off Date" means June 23, 1994.
"Defaulted Loan" means a Secured Loan (i) under which an amount
greater than or equal to the amount required to be paid under such Secured
Loan for the calendar month ending on the last day of the most recently
completed Settlement Period has been outstanding for a period greater than
or equal to three calendar months, or (ii) the Obligor (other than a
guarantor) of which has taken any action, or suffered any event to occur
which is continuing, of the type described in Section 7.1(d); provided,
however, that if a Loan that is a Defaulted Loan is also at the time that
such Loan became a Defaulted Loan an Ineligible Loan, it will be treated as
an Ineligible Loan hereunder.
"Deferred Purchase Account" means the interest bearing account
maintained by the Purchaser in trust for the Seller at the main Toronto
branch of CIBC, account number 55-48616 or such other account which is
designated by the Purchaser in writing by notice to the Seller as the
Deferred Purchase Account for the purposes hereof.
"Deferred Purchase Price" means the further amounts payable by the
Purchaser to the Seller in consideration for the transfer of the Purchased
Assets in accordance with the terms hereof equal to, in the aggregate, the
sum of (i) the difference between (a) the Net Book Value of the Purchased
Assets as of the Closing Date, and (b) the Prepayment Amount, and (ii) the
amount, if any, by which the aggregate amount of interest receivable by the
Purchaser accruing in a Settlement Period in respect of the Purchased
Assets exceeds the Purchase Discount applicable to such Settlement Period,
as increased, reduced, refunded or paid from time to time in accordance
with Sections 2.2, 2.3(2), 2.3(4), 2.3(5), 2.3(6), 2.4(1)(a), 2.4(1)(b),
2.6, 2.7 and 2.11.
"Discount Rate" means the rate for each Settlement Period as
notified to the Seller by the Purchaser in accordance with Section 2.5(2).
"Eligible Secured Loan" means a Secured Loan which, together with
the Equipment related thereto, meets all of the following criteria on the
Cut-Off Date:
(a) the Obligor thereunder is a Person resident in Canada;
(b) the Secured Loan is not a Defaulted Loan;
(c) the Secured Loan is payable in Canada only and is denominated in
Canadian Dollars;
(d) the principal amount initially owing under the Secured Loan does
not exceed $50,000;
(e) the Secured Loan has been duly authorized, executed and delivered
by the parties thereto, which Secured Loan, together with all
Related Secured Loan Rights (including any guarantee, indemnity or
agreement referred to in clause (h) of the definition of Secured
Loan Rights herein), is in full force and effect and constitutes
the legal, valid and binding obligation of the Obligor thereof
enforceable against such Obligor in accordance with its terms and
remains in full force and effect, unamended, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
(including personal property security laws of any applicable
jurisdiction) affecting creditors rights generally and subject, as
to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) to the best of the Seller's knowledge, the Secured Loan is not
subject to any set-off, counterclaim or defence whatsoever by the
Obligor; the Secured Loan and the Related Equipment are free of
any lien, security interest, charge, encumbrance, ownership
interest or other right or claim of any Person (other than the
Seller) and the Secured Loan has not been extended or otherwise
modified except in the ordinary course of business and in
accordance with the credit and collection policy of the Seller in
effect at the time of such extension or modification;
(g) the terms of the Secured Loan do not contravene any laws, rules or
regulations applicable thereto, except where such contravention
would not materially adversely affect the collectability or
enforceability of the Related Secured Loan Rights and except to
the extent that certain of such terms may be found to be of no
force or effect by application of Section 65.1(5) of the
Bankruptcy and Insolvency Act (Canada);
(h) the Secured Loan satisfies the requirements of the credit and
collection policy of the Seller in effect at the date of
origination of the Secured Loan or the assignment of the Secured
Loan to the Seller;
(i) the Obligor thereunder is not the subject of any insolvency or
bankruptcy proceedings and, to the best of the knowledge of the
Seller, there are no such proceedings pending against such
Obligor;
(j) the payments under the Secured Loan of Principal and interest are
required to be made monthly and are calculated on the basis of a
fixed interest rate such that the initial Principal balance of the
Secured Loan will be fully amortized over its contractual term;
(k) the Seller is permitted to assign its rights under the Secured
Loan (i) without notice to or the consent of the Obligor, except
to the extent notice is required under the Conveyancing and Law of
Property Act (Ontario) or the applicable legislation of other
jurisdictions in order for the assignee to enforce the assignment
against the Obligor, or (ii) with notice to or the consent of the
Obligor and such notice has been given or consent obtained with
respect to the assignments contemplated herein;
(l) the Secured Loan provides that the Obligor is required to insure the
Related Equipment and the Seller has received evidence of compliance
with this requirement at the commencement of the Secured Loan;
(m) all right, title and interest of the original obligee under the
Secured Loan, together with the applicable Related Equipment, has
been absolutely assigned by the original obligee to the Seller by
an agreement in writing and is not subject to re-assignment to the
original obligee other than pursuant to the exercise of a right of
recourse against the original obligee, and with respect to each
such original obligee located in the Provinces of British
Columbia, Alberta, Saskatchewan, Manitoba or Ontario, the Seller
has made all required registrations and filings under the
applicable Personal Property Security Act;
(n) the Related Equipment shall have been delivered to and accepted by
the Obligor in accordance with the terms of the Secured Loan
applicable thereto;
(o) the Related Equipment consists of either a passenger automobile or
light-duty truck;
(p) the remaining term of the Secured Loan, including any applicable
extension period, does not exceed 60 months;
(q) the Secured Loan complies and the Seller has complied with all
requirements of applicable laws and regulations which would affect
the enforceability of such Secured Loan, including consumer
protection legislation and interest rate disclosure legislation;
(r) the applicable Obligor is not resident in either the Yukon
Territory or the Northwest Territories;
(s) the original obligee under such Secured Loan is a Chrysler Canada
Ltd. franchised dealer or an Affiliate of such dealer or a
franchised dealer of a manufacturer other than Chrysler Canada
Ltd.; and
(t) all required registrations and filings have been made (i) under
the Personal Property Security Acts of British Columbia, Alberta,
Saskatchewan, Manitoba and Ontario to perfect or preserve a
purchase-money security interest in the applicable Equipment that
is located in those jurisdictions, and (ii) under applicable
conditional sales legislation in the other provinces of Canada to
perfect and preserve the Seller's interest in the Related
Equipment that is located in those jurisdictions.
"Equipment" means the equipment and other personal property that
is collateral for a Secured Loan, including any attachments, additions,
accessories and enhancements thereto.
"Final Collection Date" means the date on which the Program Amount
has been reduced to zero in accordance with the terms hereof and the
Collector (if the Seller is not the Collector) has received the accrued
Collector Fee, provided that where any Related Secured Loan Rights or
Seller Receivables have been transferred pursuant to Section 10.5 to any
Person and not repurchased or reassigned pursuant to Section 2.3(4)(e), the
Final Collection Date shall be extended until the earlier of (i) the
receipt by such Person of an amount equal to the aggregate of the transfer
price paid for such Related Secured Loan Rights or Seller Receivables and
accrued interest from the date of such transfer to the date of receipt of
the amount of such transfer price at a rate equal to the Prime Rate
calculated daily and compounded semi-annually, and (ii) one year after the
latest date for the final payment of Principal under any such transferred
Related Secured Loan Rights.
"General Account" means an interest bearing account established by
the Purchaser or, at the direction of the Purchaser, the Collector in trust
for the Purchaser, in each case, at the main Toronto branch of CIBC in
accordance with Section 2.3(1) or such other account which is designated by
the Purchaser in writing by notice to the Collector as the General Account
for the purposes hereof.
"Indebtedness" means:
(a) indebtedness for borrowed money or for the deferred purchase price
of property or services;
(b) obligations evidenced by bonds, debentures, notes or other similar
instruments;
(c) obligations as lessee under leases which have been or should be in
accordance with generally accepted accounting principles recorded
as capital leases; and
(d) obligations under direct or indirect guarantees in respect of, and
obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect
of, indebtedness or obligations of matters of the kinds referred
to in clauses (a), (b) and (c) above.
"Ineligible Secured Loan" has the meaning ascribed thereto in
Section 2.11.
"Inter-Purchaser Agreement" means the agreement dated December 15,
1993 among the Purchaser, the Seller and each of the other parties listed
on the execution pages thereof setting forth the respective rights of such
parties to certain receivables, including, without limitation, the Loan
Receivables, and providing for future purchases of receivables by such
parties.
"LEAF Trust" means the trust of that name established under the
laws of the Province of Ontario by a Declaration of Trust dated as of
July 17, 1990, as amended from time to time.
"Loan Receivables" means all amounts payable with respect to any
Secured Loan (not including amounts which are due and payable to the Seller
on or prior to the Cut-Off Date) including vehicle damage charges and other
moneys payable by an Obligor under a Secured Loan (exclusive of
Administrative Charges, costs, expenses, amounts payable by way of
indemnity or taxes required to be collected and remitted by the Seller).
"Liquidations" means, with respect to any Settlement Period, the
sum of Collections and Net Proceeds received in such Settlement Period.
"Lock-Up Event" means any of the following events or
circumstances:
(a) the Portfolio Loss Ratio is at any time equal to or greater than
1.75%;
(b) the Portfolio Delinquency Ratio is at any time equal to or greater
than 1.875%;
(c) the Collector fails to make any payment or deposit to be made by
it hereunder when due and such failure remains unremedied for two
Business Days after written notice thereof from the Purchaser;
(d) (i) either the Seller or Chrysler Financial shall generally not
pay its debts as they become due; or (ii) either the Seller or
Chrysler Financial shall admit in writing its inability to pay its
debts generally or shall make a general assignment for the benefit
of creditors; or (iii) any proceedings shall be instituted by or
against either the Seller or Chrysler Financial seeking to
adjudicate it as bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or
seeking the entry of an order for relief by the appointment of a
receiver, trustee, custodian or other similar official for it or
for any substantial part of its property where any such proceeding
has not been stayed or dismissed within 45 days of a receiver,
trustee, custodian or other similar official being appointed for
it or any substantial part of its property; or (iv) either the
Seller or Chrysler Financial takes any corporate action to
authorize any of the actions described in this clause (d); and
(e) an event of default as defined in the master agreement referred to
in Section 4.1(k) shall have occurred and be continuing with
respect to Chrysler Financial; and
(f) on any Settlement Date, after resort to the Deferred Purchase
Account, in accordance with Sections 2.3(2), 2.3(4) and 2.4(1),
the amounts transferred to any other account of the Purchaser
pursuant to Sections 2.3(2), 2.3(3) and 2.3(4)(d) are less than
the amounts required to be transferred in accordance with such
Sections. For greater certainty, a Lock-Up Event will be deemed
to occur if the transfer required by Section 2.3(4)(d)(i) is not
made, notwithstanding that as a result of the Lock-Up Event the
required transfer will be that specified in Section 2.3(4)(d)(ii).
"Losses" means, for any Settlement Period, (i) an amount equal to
the Net Book Value of such Purchased Assets which become Defaulted Loans in
such Settlement Period, less (ii) the sum of (x) the portion of the Net
Proceeds received by the Purchaser in such Settlement Period with respect
to the disposition of the Related Equipment with respect to Purchased
Assets which became Defaulted Loans in any prior Settlement Period, and (y)
any other Collections received with respect to Purchased Assets which
became Defaulted Loans in any prior Settlement Period.
"Moody's" means Moody's Investors Service Inc. or any successor
thereof.
"Net Book Value" means, at any particular time with respect to any
Secured Loan purchased on the Closing Date, the original Principal amount
owing under such Secured Loan less (i) all payments of Principal received
with respect to the Loan Receivables which are due and payable and which
form part of the Related Secured Loan Rights, (ii) the Net Proceeds
allocable to Principal owing under such Secured Loan, and (iii) the amount
of the Principal portion of any Loan Receivable that was due and payable on
or prior to the Cut-Off Date to the extent not deducted under item (i)
above.
"Net Proceeds" means, with respect to any Purchased Asset, cash
proceeds received by the Collector either from the disposition of Related
Equipment (including dispositions following default by an Obligor and
amounts received in connection with any early termination of Secured Loans
negotiated between the Collector and the applicable Obligor in accordance
with Section 3.2(8)) or from insurance payments in respect of Related
Equipment that have been written-off for insurance purposes, net of all
reasonable disposition costs and expenses, any taxes required to be
collected and remitted by the Seller and any amounts required by law to be
remitted to the Obligor in respect of such Purchased Assets.
"Notes" means short term and medium term asset-backed notes issued
by the Purchaser as contemplated by Section 2.5.
"Obligor" means a Person obligated to make payments pursuant to a
Secured Loan, including where the context permits or requires, any Person
obligated to make such payments pursuant to any guarantee or indemnity
referred to in clause (h) of the definition of Secured Loan Rights herein.
"Pay Aheads" means, collectively, all payments made in a
Settlement Period by Obligors with respect to Loan Receivables forming part
of the Related Secured Loan Rights which are not yet due and payable in
such Settlement Period in accordance with the related Secured Loan.
"Permitted Investments" means investments of a type described in
Exhibit D and accrued interest thereon.
"Person" means an individual, partnership, corporation, trust,
joint venture, unincorporated association, government (or any agency or
political subdivision thereof) or other entity.
"Portfolio Delinquency Ratio" means, on each Settlement Date, (but
prior to the distributions contemplated by Sections 2.3(2) and 2.3(3)), the
average of (i) the Net Book Value of Purchased Assets having Loan
Receivables in excess of 10% of the amount of the Billings for the
immediately preceding calendar month past due by more than 60 days from
their contractual due date (without reference to any extension of such
contractual due date permitted in accordance with Section 6.2(c)), divided
by (ii) the Net Book Value of the Purchased Assets on the last day of such
calendar month, as determined with respect to each of the three most
recently completed calendar months and expressed as a percentage; provided
that, with respect to the month in which the Closing Date falls and any
prior months, the applicable Loan Receivables and Secured Loans shall be
determined for such months as though the Purchased Assets were all of the
Secured Loans owned or serviced by the Seller as determined from the
Records of the Seller.
"Portfolio Loss Ratio" means, on each Settlement Date, (but prior
to the distributions contemplated by Sections 2.3(2) and 2.3(3)), the
average of (i) the aggregate Losses incurred in a calendar month, divided
by (ii) the sum of the Liquidations with respect to the Purchased Assets
for such calendar month as determined with respect to each of the four most
recently completed calendar months and expressed as a percentage; provided
that, with respect to the month in which the Closing Date falls and any
prior months, the applicable Losses and Liquidations to be used for the
purpose of calculating this ratio shall be determined as though the
Purchased Assets were all of the Secured Loans owned or serviced by the
Seller as determined from the Records of the Seller.
"Portfolio Report" means a report substantially in the form of
Exhibit B.
"Prepayment Amount" means $119,839,890.21.
"Prime Rate" means a fluctuating annual interest rate which, on
any day, shall be equal to the rate of interest from time to time
established by Canadian Imperial Bank of Commerce at its principal office
in Toronto, Ontario, Canada as its reference rate of interest for the
purpose of determining interest rates it shall charge on that day for
demand loans made in Canada in Canadian Dollars to its Canadian commercial
customers and which it announces publicly as its "Prime Rate".
"Principal" means, with respect to any particular portion of, or
payment on account of, a Loan Receivable included in the Related Secured
Loan Rights, that portion thereof, if any, which represents or should be
applied in reduction of the principal balance of the applicable Secured
Loan.
"Proceeds" has the meaning ascribed thereto in the Personal
Property Security Act (Ontario) and any Act that may be substituted
therefor, as from time to time amended and in addition, includes personal
property in any form derived directly or indirectly from any dealings with
the Related Equipment or that indemnifies or compensates for the Related
Equipment if destroyed or damaged and proceeds whether or not of the type,
class or kind as the original proceeds.
"Program Amount" means, on the Closing Date, an amount initially
equal to the Prepayment Amount and, thereafter, such amount as may be
adjusted from time to time as a consequence of the liquidation procedures
described in Sections 2.2, 2.3, 2.4, 2.6, 2.7 and 2.11.
"Purchase" means the purchase of Purchased Assets by the Purchaser
on the Closing Date made pursuant to Section 2.1.
"Purchase Discount" means in respect of any particular Settlement
Period, the amount equal to (i) the product of the Discount Rate for the
period from and including the last day of the previous Settlement Period
(or, in respect of the initial Settlement Period, from and including the
Closing Date) to but excluding the last day of such Settlement Period
multiplied by the number of days in such period, (ii) divided by 365 or
366, as the case may be, and (iii) multiplied by the daily weighted average
of the Program Amount outstanding during such period.
"Purchased Assets" means the Secured Loans listed or referred to
in the microfiche attached as Exhibit A and all Related Secured Loan
Rights.
"Purchaser" means LEAF Trust, its successors and permitted
assigns.
"Purchaser's Account" means the interest bearing account
maintained by the Purchaser at the main Toronto branch of CIBC, account
number 57-530-15 or such other account which is designated by the Purchaser
in writing by notice to the Collector as the Purchaser's Account for the
purposes hereof.
"Purchaser's Indebtedness" means any obligation or liability
incurred by the Purchaser in connection with the funding of its obligations
herein.
"Records" means all contracts, credit applications, credit
analysis and reports and "quality indicator score" records, books, records,
reports and other documents and information (including, to the extent
obtainable by way of existing software controlled by the Collector, hard
copies of all data maintained in databases of the Collector, tapes, disks
and punch cards) maintained by the Collector or held or created by the
Collector with respect to the Secured Loans and the related Obligors,
including any agreement pursuant to which the Seller acquired its right,
title and interest in and to the Secured Loans under which it is not the
original obligee.
"Related Document" means any agreement, document, exhibit, notice
or other communication in favour of the Purchaser which has at any time
been delivered by the Seller to the Purchaser pursuant hereto and all other
agreements and documents required hereunder or thereunder.
"Related Equipment" means, with respect to any Purchased Asset,
the Equipment relating thereto.
"Related Secured Loan Rights" means any Secured Loan Rights
relating to the Purchased Assets.
"Required APR Amount" means 9.56%.
"Required Deferred Amount" means, as determined for each
Settlement Date, the greater of (i) $359,519.67, and (ii) the sum of (a)
the product of (I) the greater of (A) 1% and (B) 120% of the then current
Portfolio Loss Ratio and (II) the Program Amount at such time, as adjusted
in accordance with Sections 2.3(4) and 2.4(1)(a) on such Settlement Date
and (b) the product of (I) the greater of (x) zero and (y) the amount by
which (1) the Required APR Amount exceeds (2) the APR of the Purchased
Assets as determined with respect to the current Settlement Period and (II)
the amount referred to in (ii)(a)(II) above and (III) the remaining dollar
weighted average contractual life (in years) of the Purchased Assets,
provided that at any time following the occurrence of a Lock-Up Event, the
Required Deferred Amount shall be equal to the Program Amount.
"Required Reserve" means, at any time, the greater of (i) the
Reserve Rate multiplied by the Program Amount, and (ii) $3,355,516.93.
"Reserve Rate" means 7%.
"Secured Loans" means retail instalment sale contracts and any
other agreements or combinations of agreements or portions thereof (i)
evidencing indebtedness of an Obligor, and (ii) creating a security
interest over Equipment as security for such indebtedness, other than
agreements evidencing indebtedness of an Obligor as lessee, as any such
agreements may be amended, modified, supplemented, restated or replaced
from time to time.
"Secured Loan Rights" means, in respect of any Secured Loan, the
following:
(a) all rights and benefits accruing to the Seller under such Secured
Loan, including all right, title and interest in and to the Loan
Receivables payable in respect of such Secured Loan;
(b) all right, title and interest of the Seller in and to the
applicable Equipment;
(c) all rights in or to payments (including both proceeds and premium
refunds) under any insurance policies maintained by the Obligor
for the benefit of the Seller pursuant to the terms of such
Secured Loan, to the extent the same indemnify for loss or damage
to the applicable Equipment;
(d) all payments made on account of any loss or damage to the
applicable Equipment whether under such Secured Loan or otherwise;
(e) all claims, demands, actions, damages and indemnities owing to the
Seller with respect to any patent and copyright indemnity
agreements or manufacturers' or sellers' warranties relating to
the applicable Equipment;
(f) the benefit of all covenants with respect to the applicable
Equipment by the Obligor under such Secured Loan to the extent
allocable to the outstanding Loan Receivables under the terms of
such Secured Loan, use and insurance obligations;
(g) the right of the Seller to ask, demand, sue for, collect, receive
and enforce any and all amounts payable under such Secured Loan in
respect of the Related Equipment and to enforce all other
covenants, obligations, rights and remedies thereunder with
respect thereto;
(h) all of the Seller's right, title and interest in, to and under all
guarantees, indemnities and other agreements or arrangements of
whatsoever character (including all security interests and all
property subject thereto) from time to time supporting or securing
payment or performance of the Obligor's obligations in respect of
such Secured Loan, whether pursuant to such Secured Loan or
otherwise, including any recourse available to the Seller to the
originating obligee pursuant to the applicable assignment
agreement;
(i) all Records pertaining to such Secured Loan; and
(j) all Proceeds of or relating to the foregoing.
"Seller" means Chrysler Credit Canada Ltd., its successors and
permitted assigns.
"Seller Receivable" means any amount owing by the Seller and
Chrysler Financial to the Purchaser by reason of a failure by the Seller
and Chrysler Financial to meet any of their obligations to make a payment
to the Purchaser hereunder, other than fees payable pursuant to Sections
4.1(m) and (n).
"Seller Receivable Value" means, with respect to each Seller
Receivable, the outstanding amount of such Seller Receivable from time to
time.
"Settlement Date" means, with respect to any Settlement Period,
the last Business Day of the calendar month following such Settlement
Period.
"Settlement Period" means (i) initially, the period from the Cut-
Off Date to and including the last Business Day in the calendar month next
following the calendar month in which such Cut-Off Date occurs, and (ii)
thereafter, each period from the day next following the last day of the
immediately preceding Settlement Period to and including the last Business
Day in the calendar month next following the calendar month in which such
previous Settlement Period ended, ending with the calendar month following
that in which the Final Collection Date occurs.
"Significant Event" has the meaning ascribed thereto in
Section 7.1.
"Subsidiary" means, with respect to any Person, a subsidiary of
such Person for the purposes of the Canada Business Corporations Act as
amended from time to time.
1.2 Headings
The Table of Contents, Article and Section headings used herein
have been inserted for convenience of reference only and in no way affect
the interpretation hereof. The Table of Contents does not form part of
this Agreement.
1.3 References to Sections, Articles and Exhibits
Unless otherwise provided, all references herein to Sections,
Articles or Exhibits are references to Sections, Articles and Exhibits of
or to this Agreement.
1.4 Number and Gender
Words importing the singular include the plural and vice versa,
and words importing gender include all genders.
1.5 Accounting Principles
Where the character or amount of any asset or liability or item of
revenue or expense is required to be determined, or any consolidation or
other accounting computation is required to be made for the purpose of this
Agreement, such determination or computation shall, to the extent
applicable and except as otherwise specified herein or as otherwise agreed
in writing by the parties, be made in accordance with generally accepted
accounting principles in Canada applied on a consistent basis. Wherever in
this Agreement reference is made to generally accepted accounting
principles, such reference shall be deemed to be to the generally accepted
accounting principles from time to time approved by the Canadian Institute
of Chartered Accountants, or any successor institute, applicable as at the
date on which such determination or computation is made or required to be
made in accordance with generally accepted accounting principles.
1.6 Currency
Unless otherwise indicated, all amounts stated herein are in
Canadian Dollars.
1.7 Computation of Time Periods
Unless otherwise provided herein or in any Related Document, in
the computation of a period of time from a specified date to a later
specified date, the word "from" means "from and including" and the words
"to", "until" and "ending on" each mean "to but excluding". In addition,
for the purposes of determining the second Settlement Date after the
occurrence of a Lock-Up Event in Sections 2.3(4)(d) and 2.4(1)(b), the
Settlement Date on which the Lock-Up Event occurred, if the Lock-Up Event
occurred on a Settlement Date, shall be included in the calculation.
1.8 Summary of the Transaction
The transaction described in this Agreement and the Related
Documents contemplates the purchase by the Purchaser and the sale by the
Seller of the Purchased Assets for an amount equal to the sum of the
Prepayment Amount and the Deferred Purchase Price and subject to the terms
and conditions set forth herein.
1.9 List of Exhibits
The following Exhibits shall be included herein and deemed to be
part hereof, namely:
Exhibit A - Purchased Assets (in microfiche format)
Exhibit B - Sample Portfolio Report
Exhibit C - Bill of Sale
Exhibit D - Permitted Investments
Exhibit E-1 - Form of Opinion of Seller's Counsel
Exhibit E-2 - Form of Opinion of Chrysler Financial's
General Counsel
Exhibit F - Historical Collection Results
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures
On the Closing Date, the Purchaser shall pay to the Seller by
certified cheque or wire transfer the Prepayment Amount. Upon receipt of
such payment, all of the Seller's right, title and interest in and to the
Purchased Assets shall be sold, assigned and transferred to the Purchaser
effective as of the Cut-Off Date for a purchase price equal to the sum of
the Prepayment Amount and the Deferred Purchase Price, and the Seller shall
execute and deliver to the Purchaser the Bill of Sale.
2.2 Adjustments
If at any time, the Purchaser, the Administrative Agent or the
Seller determines that on the Closing Date the aggregate Net Book Value of
the Purchased Assets was less than the sum of the Prepayment Amount and the
Deferred Purchase Price, the Seller shall on the second Business Day
following the date of such determination pay as a refund of a portion of
the Prepayment Amount to the Collector for deposit to the Purchaser's
Account for the benefit of the Purchaser the amount of the deficiency. To
the extent that the aggregate Net Book Value of the Purchased Assets on the
Closing Date was more than the sum of the Prepayment Amount and the
Deferred Purchase Price, the Purchaser agrees that it will make such
adjustments as are necessary to account for such excess through an increase
in the Deferred Purchase Price.
2.3 Liquidation Procedures
(1) Subject to the next following sentence, from the Cut-Off Date,
and on each day thereafter, the Collector shall hold, for the account of
the Purchaser, the Collections and Net Proceeds received on each day. If
the Seller is the Collector, (i) on the Business Day immediately following
the date on which the long term debt rating of Chrysler Financial by
Moody's falls below Baa3 (or its then equivalent), the Purchaser or, at the
direction of the Purchaser, the Collector shall establish the General
Account, and (ii) until such time as Chrysler Financial's rating is
increased by Moody's to at least Baa3 (or its then equivalent), the
Collector shall deposit to the General Account within two Business Days of
receipt (or such other period as may be agreed upon by the Purchaser) all
Collections and Net Proceeds received by the Collector in respect of each
Settlement Period less an amount equal to the sum of the amounts set forth
in Sections 2.3(3)(f),(g) and (h), which amount shall forthwith be paid to
the Seller, provided that, on the Settlement Date following the Settlement
Period in which the amounts otherwise required to be transfered to an
account of the Purchaser in such Settlement Period in accordance with
Sections 2.3(2) and 2.3(3) exceeds the amount to be paid to the Seller in
accordance with the foregoing, the Collector shall be entitled to withdraw
the amount of such excess from any available balance in the General Account
which, otherwise, would be paid to the Seller pursuant to Section 2.3(6).
On the Final Collection Date, in addition to the releases contemplated by
Section 2.4(2), the Collector (if the Seller is the Collector) shall
transfer any remaining balance in the General Account to the Purchaser's
Account to be distributed in accordance with Sections 2.3(4) and 2.3(5).
(2) On the last day of each Settlement Period, the Collector is
hereby authorized and directed to transfer from the Collections and Net
Proceeds received in the Settlement Period then just completed to any other
account of the Purchaser an amount equal to the Purchase Discount for the
Settlement Period ending on such date and any portion of the Purchase
Discount calculated with respect to any prior Settlement Period not so
transferred on the last day of any prior Settlement Period in accordance
with the terms hereof, provided that where the sum of the Collections and
Net Proceeds received in the Settlement Period then just completed is less
than the Purchase Discount calculated with respect to such Settlement
Period, the Seller hereby irrevocably directs that, as a refund of a
portion of the Deferred Purchase Price, an amount equal to the lesser of:
(a) the amount of such shortfall; and
(b) the available balance in the Deferred Purchase Account,
shall be transferred from the Deferred Purchase Account to any other
account of the Purchaser designated by the Purchaser.
(3) On each Settlement Date, the Collector is hereby authorized and
directed by the Purchaser to cause to be transferred to the Purchaser's
Account the amount, if any, by which the sum of:
(a) the amount of the Collections received with respect to the Loan
Receivables due and payable in connection with the Related
Secured Loan Rights in the immediately preceding Settlement
Period (including, without limitation, any deemed receipt of
Collections pursuant to Section 2.7) and any other Collections
received with respect to the immediately preceding Settlement
Period or any prior Settlement Period;
(b) any Net Proceeds received by the Collector relating to
dispositions of Related Equipment in the immediately preceding
Settlement Period;
(c) any amounts payable to the Purchaser pursuant to Sections
2.2, 2.9, 2.11, 7.2, 9.1, 10.7, 10.8 and 10.9 since the last
Settlement Date or, with respect to the first Settlement Date,
since the Closing Date; and
(d) any amount received by the Collector since the last Settlement
Date or, with respect to the first Settlement Date, since the
Closing Date in payment of any other amount payable hereunder,
exceeds the sum of:
(e) the amount of the Purchase Discount transferred to any other
account of the Purchaser on the last day of the immediately
preceding Settlement Period pursuant to Section 2.3(2);
(f) any Billings which relate to any Defaulted Loan which were
previously deposited by the Collector to the Purchaser's Account
and remain unpaid by the applicable Obligor (to the extent such
unpaid amounts did not arise in connection with a deemed
Collection pursuant to Section 2.7);
(g) any amount collected by the Collector with respect to a
previously unpaid amount billed to the applicable Obligor as
part of any Billings which the Seller has already remitted to
the Purchaser's Account in respect of a previous Settlement
Period as permitted pursuant to the proviso below; and
(h) any amount in respect of any asserted set-off, reduction or
cancellation by the Obligor received by the Collector from the
Seller or deposited by the Seller to the Purchaser's Account in
accordance with Section 2.7 for which the Obligor has been
found, during the immediately preceding Settlement Period, to be
liable,
provided that the Seller shall have the right (but not the obligation) to
deposit to the Purchaser's Account, on any Settlement Date, the amount, if
any by which (i) the aggregate of all Billings for the immediately
preceding Settlement Period, exceeds (ii) the sum of (x) Collections
received with respect to Loan Receivables owing in connection with the
Related Secured Loan Rights for the immediately preceding Settlement
Period, and (y) Net Proceeds received in such immediately preceding
Settlement Period. For greater certainty, in no event shall the Collector
transfer amounts into the Purchaser's Account more than once in respect of
the same item of Collections or be permitted to deduct more than once
amounts in respect of any items of set-off referred to above.
(4) Thereafter, from the amounts available in the Purchaser's
Account (including any interest received on amounts held therein) on each
Settlement Date following the deposits thereto contemplated in Section
2.3(3), the Purchaser shall, in the following order of priority:
(a) to the extent that the Seller has deposited any applicable
amount to the Purchaser's Account in accordance with Sections
9.1, 9.2 and 10.7, pay such amount to the applicable party;
(b) pay any costs, fees, expenses or damages or other amounts
incurred by the Purchaser as a result of a default by Chrysler
Financial under the master agreement referred to in Section
4.1(k);
(c) pay the amount of any Collector Fee then payable;
(d) transfer to any other account of the Purchaser (i) on each
Settlement Date prior to the second Settlement Date after the
occurrence of a Lock-Up Event, determined in accordance with
Section 1.7 (or prior to the Settlement Date on which the
Lock-Up Event occurred if the Lock-Up Event occurred as a result
of the inability of the Purchaser to make the transfers required
by Section 2.3(2) or this subsection 2.3(4)), an amount equal to
the quotient obtained by dividing (a) the amount by which (I)
the Net Book Value of the Purchased Assets (other than Purchased
Assets that are Defaulted Loans) on the first day of the
immediately preceding Settlement Period exceeds (II) the Net
Book Value of the Purchased Assets (other than Purchased Assets
that are Defaulted Loans) on the last day of the immediately
preceding Settlement Period, by (b) 1.07, and (ii) on the
second Settlement Date after the occurrence of a Lock-Up Event
(or on the Settlement Date on which the Lock-Up Event occurred
if the Lock-Up Event occurred as a result of the inability of
the Purchaser to make the transfers required by Sections 2.3(2)
or 2.3(4)(d)(i)) and on each Settlement Date thereafter, an
amount equal to the lesser of the Program Amount and the
remaining balance in the Purchaser's Account, and, in each case,
the Program Amount shall be reduced by the amount so
transferred; and
(e) repurchase at their Net Book Value or Seller Receivable Value as
of the date of purchase or assignment pursuant to Section 10.5
plus accrued interest at the Prime Rate less any Collections or
Net Proceeds received by the applicable subsequent purchaser,
Related Secured Loan Rights and Seller Receivables transferred
by the Purchaser in accordance with Section 10.5(2),
provided that where the available balance in the Purchaser's Account on any
Settlement Date is less than the sum of the amounts referred to in (a)
through (d) above, the Seller hereby irrevocably directs that, as a refund
of a portion of the Deferred Purchase Price, an amount equal to the lesser
of:
(f) the amount of such shortfall;
(g) the available balance in the Deferred Purchase Account; and
(h) an amount equal to the sum of the amounts set forth in Sections
2.3(4)(a),(b) and (c) and the Losses in respect of such
Settlement Period,
shall be transferred by the Purchaser from the Deferred Purchase Account to
the Purchaser's Account and shall be distributed in accordance with this
Section 2.3(4).
(5) Any amounts available in the Purchaser's Account after giving
effect to Section 2.3(4) shall be applied by the Purchaser on such
Settlement Date in the following priority:
(a) to pay all expenses incurred by the Collector on behalf of the
Purchaser related to the enforcement of the Purchaser's rights
in respect of the Purchased Assets and the Related Equipment or
advice with respect thereto;
(b) to pay the amount of any Adverse Claim upon the Related
Equipment or the interest of the Purchaser in the Related
Secured Loan Rights except where such Adverse Claim has been
granted by the Purchaser; and
(c) to transfer to any other account of the Purchaser an amount
equal to the expenses incurred by the Purchaser or by the
Administrative Agent on behalf of the Purchaser;
provided that if the amount available in accordance with this
Section 2.3(5) is less than the sum of the amounts referred to in (a)
through (c) above, the Seller hereby irrevocably directs that, as a refund
of a portion of the Deferred Purchase Price, an amount equal to the lesser
of:
(d) the amount of such shortfall; and
(e) the then available balance in the Deferred Purchase Account,
shall be transferred by the Purchaser from the Deferred Purchase Account to
the Purchaser's Account and shall be distributed in accordance with this
Section 2.3(5).
(6) Any amounts then remaining in the Purchaser's Account on each
Settlement Date shall be paid to the Seller by transfer to the Deferred
Purchase Account and allocated in accordance with Section 2.4.
2.4 Deferred Purchase Account
(1) The Seller hereby irrevocably directs that on each Settlement
Date, the then available balance in the Deferred Purchase Account
(including interest received on amounts held therein), after making the
transfers and adjustments required by Sections 2.3(2), 2.3(4), 2.3(5) and
2.3(6), shall be held in trust by the Purchaser for the benefit of the
Seller, and shall be applied by the Purchaser in the following priority:
(a) at the Purchaser's option, either deposit to any account of the
Purchaser (which deposit shall be applied as a permanent
reduction of the Program Amount and as a refund of a portion of
the Deferred Purchase Price equal to the amount of such deposit)
or invest in Permitted Investments, in either case in an amount
sufficient to make the sum of the Net Book Value of the
Purchased Assets (other than Purchased Assets that are Defaulted
Loans) and the principal amount of, and accrued interest on,
Permitted Investments, if any, as at such date equal to the sum
of the Program Amount and the Required Reserve as at such date,
provided that such Permitted Investments, if any, shall be
liquidated where not required with respect to any subsequent
Settlement Period and applied in the manner contemplated by
this Section 2.4;
(b) to ensure that there is held in the Deferred Purchase Account an
aggregate amount equal to the Required Deferred Amount, except
that on the second Settlement Date following the occurrence of a
Lock-Up Event as determined in accordance with Section 1.7 (or
on the Settlement Date on which the Lock-Up Event occurred, if
the Lock-Up Event resulted from the inability of the Purchaser
to make the transfers required by Sections 2.3(2) and
2.3(4)(d)(i)), an amount equal to the lesser of (i) the amount
set forth in Section 2.3(4)(h), and (ii) the then available
balance in the Deferred Purchase Account, if any, and amounts
otherwise transferable to the Deferred Purchase Account in
accordance with the terms hereof shall be paid to the Purchaser
by transfer to any other account of the Purchaser as a refund
of a portion of the Deferred Purchase Price and in reduction of
the Program Amount;
(c) to make any payment due from the Seller to the Purchaser
pursuant to Section 10.8 hereof;
(d) to make any payment otherwise due and unpaid from the Seller
hereunder; and
(e) to release to the Seller any amount then available in the
Deferred Purchase Account after giving effect to the
applications described in (a) through (d) above.
(2) On the Final Collection Date, any balance remaining in the
Deferred Purchase Account shall be released by the Purchaser to the Seller.
2.5 Purchaser's Capital
(1) The Purchaser shall finance the Prepayment Amount by incurring
Purchaser's Indebtedness to raise capital. Capital shall, in the ordinary
course, be raised through either the issuance of Notes (accompanied by
hedging contracts where appropriate) or borrowings under a liquidity
facility.
(2) Prior to 12:00 noon on the last day of each Settlement Period,
the Seller shall be notified in writing of the Discount Rate for the next
following Settlement Period. Such notified Discount Rate shall be equal to
the sum of (i) the Purchaser's estimate of the weighted average capital
cost (which capital cost shall, for greater certainty, take into account
receipts from hedging contracts including the rate cap transaction referred
to in Section 4.1(k)) for such Settlement Period, together with any
adjustments determined by the Purchaser to be necessary by reason of the
difference between (x) the actual weighted average capital cost of the
Purchaser for the immediately preceding Settlement Period, and (y) the
estimated weighted average capital cost of the Purchaser for such
immediately preceding Settlement Period and (ii) 0.36%.
(3) The cost of borrowings under the liquidity facility shall be
equal to the lead liquidity lender's 30-day bankers' acceptance rate plus
0.50%.
(4) The Purchaser shall provide the Seller with information with
respect to the Purchaser's Indebtedness as such information is available in
hard copy or that may be produced from available databases with existing
software of the Purchaser as the Seller may reasonably request.
2.6 Clean-Up Repurchase
If on any Settlement Date, after giving effect to the
liquidation procedures described in Sections 2.3 and 2.4 on such date, the
Program Amount is less than or equal to 10% of the Program Amount as of
the Closing Date, the Seller shall have the right, at its option
exercisable upon five Business Days' prior notice to the Purchaser through
the Administrative Agent, to repurchase the remaining Purchased Assets
from the Purchaser for a price equal to the Program Amount on such
Settlement Date, payable to the Administrative Agent on such Settlement
Date for the account of the Purchaser. Upon any such repurchase, the
Purchaser shall reassign to the Seller without recourse, representation or
warranty all of the remaining Purchased Assets. The Seller hereby agrees
to pay, and to indemnify and hold harmless the Administrative Agent and
the Purchaser from all losses, costs and expenses incurred in connection
with or arising from such clean-up repurchase. The Purchaser shall pay to
the Seller any income received by it in connection with or arising from
such clean-up repurchase in excess of the costs and expenses described in
the preceding sentence.
2.7 Deemed Collections
(1) If on any day from the Closing Date to the Final Collection
Date, any Loan Receivable forming part of any Related Secured Loan Right is
either:
(a) reduced or cancelled as a result of any breach or amendment by
the Seller of the terms of the applicable Secured Loan;
(b) reduced or cancelled as a result of a set-off in respect of any
claim by the applicable Obligor against the Seller (whether such
claim arises out of the same or a related transaction or an
unrelated transaction); or
(c) extended beyond the original contractual maturity date of the
applicable Secured Loan pursuant to the exercise of the
discretion permitted to the Seller pursuant to Section 6.2(b)
and (c);
the Seller shall, for all purposes hereof, be irrefutably deemed to have
received for the Purchaser's account on such day a Collection of such Loan
Receivable in the amount of such reduction or extension or the Principal
balance of the Loan Receivable in the case of a cancellation and shall, on
or before the second Settlement Date following the Settlement Period in
which such reduction, cancellation or extension occurred, remit such amount
to the Collector for deposit to the Purchaser's Account.
(2) If on any day prior to the Final Collection Date, the
representation and warranty with respect to any Purchased Asset in Section
5.1(h)(i) as at the Closing Date was not true, the Seller shall pay to the
Purchaser by deposit to the Purchaser's Account as a refund of a portion of
the Deferred Purchase Price (or the Prepayment Amount to the extent that
such deposit exceeds the aggregate Deferred Purchase Price paid by the
Purchaser as of such date) an amount equal to the Net Book Value of the
Purchased Asset on such day and the Purchaser shall assign and transfer to
the Seller and the Seller shall accept the transfer of such Purchased
Asset. In consideration therefor, the Purchaser shall waive any rights it
may have against the Seller or Chrysler Financial as a consequence of such
representation and warranty not being true.
(3) The parties acknowledge that the deemed receipt of a Collection
of all or part of a Loan Receivable relating to a Related Secured Loan
Right pursuant to this Section 2.7 shall not in any way impair or otherwise
affect any contractual or other right of the Seller or the Purchaser as
against the Obligor under the related Secured Loan or any other Person
(other than the Seller or the Purchaser), and no such Obligor or other
Person shall derive any benefit by virtue of such deemed receipt.
2.8 Reporting
(1) On or before the seventh Business Day of each month, the
Collector shall, with the reasonable cooperation of the Seller if the
Seller is not the Collector, prepare and deliver to the Purchaser:
(a) a Portfolio Report relating to the Loan Receivables in respect
of the Related Secured Loan Rights for the most recently
completed Settlement Period as of the close of business of the
Collector on the last Business Day of such Settlement Period;
and
(b) if requested by the Administrative Agent, a listing by Obligor
of the Net Book Value of the Purchased Assets as of the last
Business Day of such Settlement Period.
(2) The Seller shall provide the Purchaser with such other Records
that are available in hard copy or that may be produced from available
databases with existing software of the Seller as the Purchaser may
reasonably request.
2.9 Payments and Computations
(1) If Collections or Net Proceeds are received by the Seller and
the Seller is not the Collector, the Seller shall remit them to the Collector
on the second Business Day following the date on which such Collections or
Net Proceeds are received. Where such amounts are received in the form of
a cheque, the cheque shall be endorsed in favour of the Collector and
remitted to the Collector directly without prior deposit to any account of
the Seller. If any amounts which are not Collections or Net Proceeds are
received by the Collector and the Collector is not the Seller, the
Collector shall remit such amounts to the Seller on the second Business Day
following the date on which such amounts are received.
(2) All amounts to be paid or deposited by the Seller or the
Collector to the Purchaser will be paid or deposited no later than
11:00 a.m. (Toronto time) on the day when due in accordance with the terms
hereof in same day funds to the applicable account as required hereunder.
(3) The Seller shall pay to the Purchaser its pro rata share of
interest (both before and after default judgment, with interest on overdue
interest at the same rate) on all amounts not paid or deposited when due
hereunder (whether owing by the Seller on its own behalf or in its capacity
as Collector) at a rate equal to the Prime Rate plus 1% per annum, payable
on demand. Such interest shall be paid by the Seller to the Collector for
deposit to the Purchaser's Account on the next Settlement Date. The yearly
rate of interest for any day to which the Prime Rate is applicable is the
rate so determined multiplied by the actual number of days in that year and
divided by 365 or 366, as the case may be. Interest rate charges will be
effective for interest computation periods from the date on which the Prime
Rate changes and the Seller and the Purchaser will be bound by any and all
changes of the Prime Rate with or without notice thereof.
(4) The Seller shall, on its own behalf or in its capacity as
Collector, make all payments required to be made by it hereunder without
deduction (other than for applicable taxes or as otherwise authorized
hereunder), regardless of any defence or counterclaim (whether based on any
law, rule or policy now or hereafter issued or enacted by any government
authority or regulatory body), except as contemplated hereunder.
2.10 Further Action to Protect Purchased Assets
The Seller shall, from time to time at its expense, promptly
execute and deliver all instruments and documents and take all action that
the Purchaser may reasonably request in order to perfect, protect or more
fully evidence the Purchaser's ownership of the Purchased Assets or to
enable the Purchaser to exercise or enforce any of its rights hereunder or
thereunder.
2.11 Ineligible Secured Loans
If, on any day after the Closing Date, the Purchaser, the
Administrative Agent or the Seller determines that, on the Cut-Off Date,
any Secured Loan forming part of the Purchased Assets was not an Eligible
Secured Loan (an "Ineligible Secured Loan"), the Purchaser, the
Administrative Agent or the Seller, as the case may be, shall forthwith
notify the other parties of such ineligibility and on the last day of the
Settlement Period following the Settlement Period in which such notice is
received or, where such determination is made following the occurrence of a
Significant Event or Lock-Up Event, on the second Business Day following
the date of receipt of such notice, the Seller shall pay to the Collector
for deposit to the Purchaser's Account as a refund of a portion of the
Deferred Purchase Price an amount equal to the then Net Book Value of such
Ineligible Secured Loan such that the Purchaser shall be kept whole and not
incur any expense or loss as a result of the purchase of such Ineligible
Secured Loan. The Purchaser shall accept such payment as a refund of a
portion of the Deferred Purchase Price applicable to such Ineligible
Secured Loan. Upon such payment being made, the Purchaser shall assign and
transfer to the Seller and the Seller shall accept the assignment and
transfer of such Purchased Asset. In consideration therefor, the Purchaser
shall waive any rights it may have against the Seller or Chrysler Financial
as a consequence of such Secured Loan being an Ineligible Secured Loan.
2.12 Retransfer of Purchased Assets
Upon any retransfer by the Purchaser to the Seller of any
Purchased Asset in accordance with Sections 2.6, 2.7(2) and 2.11, the
Seller and the Purchaser shall execute and deliver such further agreements,
instruments or other assurances as may be reasonably necessary or desirable
to evidence and give full effect to such retransfers.
2.13 Permitted Investments
Subject to Section 2.4(1)(a), the balance available in the
Deferred Purchase Account shall be invested in Permitted Investments by the
Purchaser. If the General Account shall be established, the balance
available in the General Account shall be invested in Permitted Investments
by the Collector as may be directed by the Purchaser. The Purchaser shall
maintain and direct the Collector to maintain a portion of the aggregate
balances in the such accounts equal to the portion of the Purchaser's
Indebtedness due and payable on the next following Settlement Date in same
day funds. The Purchaser shall, upon the request of the Seller, advise the
Seller of the Permitted Investments in which such balances are invested.
2.14 Allocation of Collections
Any amounts received by the Collector from an Obligor not
specifically allocated by the Obligor to any particular amount owing by the
Obligor shall be applied pro rata to Loan Receivables and other amounts
owing by the Obligor whether or not such Loan Receivables and other amounts
are included in the Related Secured Loan Rights applicable to the Purchased
Assets, provided that, if the Obligor shall specifically allocate any
subsequent amounts to Loan Receivables or other amounts already paid
pursuant to this Section 2.14 or if for any other reason the Collector
determines that amounts received should have been allocated otherwise than
in accordance with the foregoing, the Collector shall make such adjustments
as may be necessary or desirable to ensure that payments are not made more
than once for the same Loan Receivable.
ARTICLE 3
COLLECTION
3.1 Designation of the Collector
The Related Secured Loan Rights will be administered, and the
related Loan Receivables collected, by the Collector in trust for the
Purchaser. The Seller is hereby designated as, and hereby agrees to
perform the duties and obligations of, the Collector pursuant to the terms
hereof and the Seller shall continue to perform the duties and obligations
of the Collector, and may not resign from such position, unless and until
the Purchaser designates a new Collector in accordance with this Section
3.1. The Purchaser may, upon notice to the Seller at any time after the
occurrence of a Significant Event which is continuing, designate as the
Collector any Person with a permanent establishment in Canada to succeed
the Seller or any successor Collector, on the condition in each case that
any such Person so designated shall agree to perform the duties and
obligations of the Collector pursuant to the terms hereof and agree to be
bound by the terms of this Agreement. The Collector, with the Purchaser's
prior written consent, may subcontract with any other Person for the
administration of the Related Secured Loan Rights and the collecting of the
related Loan Receivables; provided, however, that the Collector will remain
liable for the performance of the duties and obligations so subcontracted
and all other duties and obligations of the Collector pursuant to the terms
hereof.
3.2 Duties of the Collector, etc.
(1) The Collector shall, unless the Purchaser directs otherwise at
any time when the Collector is not the Seller, take or cause to be taken
all such actions as may be reasonably necessary or advisable from time to
time to collect the Loan Receivables forming part of the Related Secured
Loan Rights and dispose of the Related Equipment upon termination of or
default under the applicable Secured Loans, including the repossession and
sale of the Related Equipment in accordance with the terms of the relevant
Secured Loans, the Credit and Collection Policy and applicable law. For
such purpose, the Collector is authorized on behalf of the Purchaser to
enforce the Purchaser's rights and interests in and under the Related
Secured Loan Rights, and the Purchaser hereby grants to the Collector a
power of attorney to commence and prosecute legal action and other
available remedies against the relevant Obligor to enforce the Related
Secured Loan Rights, such power to be revoked only upon replacement of the
Collector in accordance with the terms hereof, provided that the Collector
(if the Collector is not the Seller) shall obtain the prior written consent
of the Purchaser before commencing any legal action to enforce any Related
Secured Loan Rights and, where the Seller is not the Collector, such legal
action shall be commenced and maintained in the name of the Purchaser.
(2) Forthwith upon the Purchaser's request, the Seller, if not the
Collector, shall deliver complete copies of all Purchased Assets (including
any amendments thereto) to the Purchaser, or as the Purchaser shall direct,
for the Purchaser's sole use in facilitating the collection of the
applicable Loan Receivables.
(3) The Collector shall maintain and implement prudent and
reasonable administrative and operating procedures (including an ability
to recreate records evidencing the Related Secured Loan Rights) and keep
and maintain all books, records, documents and other information
reasonably necessary or advisable for the collection of all Loan
Receivables forming part of the Related Secured Loan Rights (including
records adequate to permit all collections of and reductions or
adjustments to such Loan Receivables) all in accordance with the Credit
and Collection Policy.
(4) To the extent the Records consist in whole or in part of
computer programs which are leased by the Seller, the Seller shall, upon
the demand of the Purchaser, use its best efforts to arrange for the
license or sublicense of such programs to the Purchaser to the extent
permitted by the terms of such license for the sole use of the Purchaser
or its agent in facilitating the collection of the applicable Loan
Receivables.
(5) The Collector shall, with respect to any amount not paid by the
Collector when required to be paid hereunder, pay interest to the Purchaser
(before and after default and judgment, with interest on overdue interest
at the same rate) at a rate per annum, calculated daily, equal to the Prime
Rate plus 1%, payable on demand, provided that nothing in this Section
3.2(5) shall be construed to require the payment of interest on amounts for
which interest is paid pursuant to Section 2.9(2) above. Such interest
will be for the account of the Purchaser and shall be paid by the Collector
free and clear of, and without deduction for, any taxes of any kind
whatsoever to the Purchaser's Account to be applied in accordance with
Sections 2.3 and 2.4 on the next Settlement Date.
(6) The Collector's appointment as agent of the Purchaser for the
purposes set out herein shall terminate on the Final Collection Date.
(7) At the request of the Purchaser, the Collector shall mark its
computer records in an appropriate manner to clearly designate the Secured
Loans forming part of the Purchased Assets to be the property of the
Purchaser.
(8) For so long as the Seller is the Collector, it may agree with
any Obligor of Purchased Assets as agent for the Purchaser to terminate the
applicable Secured Loan prior to its maturity, provided that the
consideration payable by the Obligor to the Collector as agent for the
Purchaser with respect to such agreement to terminate shall not be less
than the then applicable Net Book Value of such Purchased Asset.
3.3 Collector Fee
If the Collector is not the Seller, the Collector shall be paid,
as a fee (the "Collector Fee"), such commercially reasonable amount as may
be negotiated between the Purchaser and such Collector from time to time.
Such fee shall be payable in arrears on each Settlement Date.
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Purchaser's Conditions Precedent to the Purchase
Prior to the Purchase hereunder, the Purchaser shall have
received, unless waived by it in writing, the following documents, in form
and substance satisfactory to the Purchaser:
(a) executed copies of this Agreement and the other Related
Documents;
(b) certificates of status, good standing or compliance, as
appropriate, with respect to the Seller and Chrysler Financial
issued by their respective jurisdictions of incorporation and by
each province in which the Seller carries on business and in
which the Secured Loans forming part of the Purchased Assets
were originated;
(c) a certificate from each of the Seller and Chrysler Financial
relating to their respective constating documents and certified
copies of all necessary corporate authorizations of the Seller
and Chrysler Financial to authorize the execution, delivery and
performance hereof, of the Related Documents to which it is a
party and of the transactions contemplated hereby and thereby;
(d) certificates of the Seller and Chrysler Financial as to the
names and true signatures of the officers authorized to sign
this Agreement and the Related Documents on its behalf, on which
certificates the Purchaser shall be entitled to conclusively
rely until such time as the Purchaser receives from the Seller
or Chrysler Financial, as the case may be, a replacement
certificate meeting the requirements of this Section 4.1(d);
(e) a certificate of the Seller to the effect that (i) the
representations and warranties set out in Section 5.1 are true
and correct, and (ii) no event has occurred and is continuing,
or would result from the Purchase, which constitutes a
Significant Event;
(f) a certificate of Chrysler Financial to the effect that (i) the
representations and warranties set out in Section 5.2 are true
and correct, and (ii) no event has occurred and is continuing,
or would result from the Purchase, which constitutes a
Significant Event;
(g) such assurances as the Purchaser may reasonably require to
evidence that no prior perfected secured creditor of the Seller,
other than those party to the Inter-Purchaser Agreement, has any
interest in the Related Equipment or the Related Secured Loan
Rights;
(h) executed copies of the Bill of Sale accompanied by any
affidavits of the Seller required for registration thereof in
each applicable jurisdiction;
(i) certified copies of any instruments (other than the instrument
giving rise to the Secured Loans) by which the Seller took title
to the Purchased Assets;
(j) an Advance Ruling Certificate under the Competition Act (Canada)
in respect of the transaction contemplated herein;
(k) an executed copy of the confirmation confirming the rate cap
transaction entered into pursuant to the master agreement dated
as of December 15, 1993 between the Purchaser and Chrysler
Financial in connection with the Purchase, together with the fee
payable by the Purchaser to Chrysler Financial on the date
hereof in connection with such rate cap transaction;
(l) favourable opinions of counsel for the Seller and the General
Counsel for Chrysler Financial in substantially the form of
Exhibits E-1 and E-2, respectively;
(m) a financial advisory fee of $20,000, inclusive of applicable
goods and services taxes, payable by the Seller to the
Administrative Agent in connection with the transaction
contemplated herein; and
(n) a structuring fee equal to 0.10% of the Prepayment Amount
payable by the Seller to the Administrative Agent in connection
with the transaction contemplated herein.
4.2 Seller's Conditions Precedent to the Purchase
Prior to the Purchase, the Seller shall have received, unless
waived by it in writing, the following, in form and substance satisfactory
to the Seller:
(a) payment of the Prepayment Amount;
(b) executed copies of this Agreement and other Related Documents;
(c) a certificate of the Purchaser to the effect that the
representations and warranties set out in Section 5.3 hereof are
true and correct;
(d) an executed copy of the confirmation confirming the rate floor
transaction entered into pursuant to the master agreement dated
as of December 15, 1993 between the Seller and Chrysler
Financial in connection with the Purchase;
(e) a certificate of the Purchaser relating to the declaration of
trust establishing the Purchaser dated as of July 17, 1990, as
amended, the Administration Agreement between the Purchaser and
the Administrative Agent, as amended, and the Amended and
Restated Trust Indenture between the Purchaser and The National
Trust Company, both dated as of July 27, 1990, as further
amended; and
(f) the favourable opinion of counsel to the Purchaser as to the due
execution and binding effect of this Agreement and all Related
Documents to which the Purchaser is a party.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Seller
The Seller hereby represents and warrants to the Purchaser on a
continuous basis (unless otherwise indicated in the applicable
representation and warranty to be made as at a particular point in time) as
follows:
(a) it is a corporation validly existing under the laws of its
jurisdiction of incorporation and is duly qualified to do
business as an extra-provincial corporation in every
jurisdiction where failure to be so qualified would adversely
affect the collectability of a material portion of the Related
Secured Loan Rights;
(b) as at the Closing Date, the execution, delivery and performance
by it of this Agreement, the Related Documents to be delivered
by it hereunder and the transactions contemplated hereby and
thereby are within its corporate powers, have been duly
authorized by all necessary corporate action, and do not
contravene:
(i) its constating documents or by-laws;
(ii) any law, rule or regulation applicable to it;
(iii) any indenture, loan or credit agreement, lease under
which it is the lessee, mortgage, security agreement,
bond, note or other agreement or instrument binding
upon it or affecting its property; or
(iv) any order, writ, judgment, award, injunction or decree
binding on it or affecting its property;
and will not result in or require the creation of any security
interest upon or with respect to any of its properties other
than as contemplated by this Agreement;
(c) as at the Closing Date, this Agreement and all Related Documents
delivered by it hereunder have been duly executed and delivered
by or on behalf of it;
(d) as at the Closing Date or on the date of delivery of the
applicable Related Documents, no authorization, approval or
other action by and no notice to or filing with, any
governmental authority or regulatory body is required for the
due execution, delivery and performance by it of this Agreement
or the Related Documents to which it is a party, except for
(i) such notices or filings that are required to record or
perfect the transfer constituted by the Purchase, (ii) any
action or filings required pursuant to any applicable bills of
sale legislation, and (iii) such notices, filings or rulings
required pursuant to the Competition Act (Canada);
(e) this Agreement and the Related Documents to which it is a party
are its legal, valid and binding obligations enforceable against
it in accordance with their terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) as at the Closing Date, there are no actions, suits or
proceedings of which it has not advised the Purchaser in writing
against or affecting it or any of its property before any court,
governmental body or arbitrator (nor to its knowledge, any such
actions pending or threatened) which may materially adversely
affect its ability to perform its obligations hereunder or under
the Related Documents to which it is a party and it is not in
default with respect to any order of any court, governmental
body or arbitrator which materially adversely affects its
ability to perform its obligations hereunder or thereunder;
(g) as at the Closing Date, no material default has occurred and is
outstanding under any agreement or instrument referred to in
Section 5.1(b)(iii) which default would materially and adversely
affect the collectability of any Loan Receivables forming part
of the Related Secured Loan Rights, the enforceability of any
Related Secured Loan Rights or its ability to perform its
obligations hereunder or under the Related Documents to which it
is a party;
(h) as at the Closing Date,
(i) it holds title to the Secured Loans forming part of the
Purchased Assets (other than Secured Loans paid in full
from the Cut-Off Date to and including the Closing Date)
free and clear of any Adverse Claim, and upon the purchase
of the Purchased Assets hereunder, the Purchaser shall hold
title thereto free and clear of any Adverse Claim; and
(ii) each Secured Loan forming part of the Purchased Assets
(other than Secured Loans paid in full from the Cut-Off
Date to and including the Closing Date) is in full force
and effect, unamended, except for any amendments made in
accordance with the Credit and Collection Policy, and shall
constitute, to the best of its knowledge, a legal, valid
and binding obligation of the parties thereto enforceable
in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors' rights generally and
subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is
sought in a proceeding in equity or at law) and to the
application of Section 65.1(5) of the Bankruptcy and
Insolvency Act (Canada), and it shall not have given any
consents, approvals or waivers under or in respect of any
such Purchased Assets, except in accordance with the Credit
and Collection Policy;
(i) as at the Closing Date, its chief executive office is located at
Suite 202, 2233 Argentia Road, Mississauga, Ontario, L5N 2X7;
(j) as at the Closing Date, it has places of business in the
Province of Quebec;
(k) no Portfolio Report, exhibit, financial statement, Record or
report furnished by the Collector hereunder or in connection
herewith is or shall be inaccurate in any material respect as of
the date it is or shall be dated or omits or shall omit to state
a material fact or any fact necessary to make the statements
contained therein not materially misleading;
(l) the Purchased Assets have been selected from the Seller's
portfolio of Secured Loans, subject only to the requirement that
the related Secured Loan be an Eligible Secured Loan, and all
information regarding each such Secured Loan and Related
Equipment made available to the Purchaser is true and correct in
all material respects;
(m) as of the Cut-Off Date, the names listed on Exhibit A are the
names for notice for each Obligor under the Purchased Assets
recorded in the Records of the Seller;
(n) the aggregate Net Book Value of all Purchased Assets under which
any one Person is the applicable Obligor does not exceed the
Concentration Limit;
(o) as of the Cut-Off Date, the aggregate Net Book Value of
Purchased Assets secured by Related Equipment that are financed
at the Seller's used vehicle rates does not exceed 18% of the
aggregate Net Book Value of the Purchased Assets;
(p) the Seller does not maintain any policies of insurance with
respect to loss of, damage to or third party liability with
respect to Related Equipment; and
(q) the Seller is not a non-resident as defined under the Income Tax
Act (Canada);
5.2 Representations and Warranties of Chrysler Financial
Chrysler Financial hereby represents and warrants to the
Purchaser on a continuous basis (unless otherwise indicated in the
applicable representation and warranty to be made as at a particular point
in time) as follows:
(a) it is a corporation validly existing under the laws of its
jurisdiction of incorporation;
(b) the execution, delivery and performance by it of this Agreement
and the Related Documents to be delivered by it hereunder are
within its corporate powers, have been duly authorized by all
necessary corporate action and do not contravene:
(i) its articles of incorporation or by-laws;
(ii) any law, rule or regulation applicable to it;
(iii) any indenture, loan or credit agreement, lease, mortgage,
security agreement, bond, note or other agreement or
instrument binding upon it or affecting its property; or
(iv) any order, writ, judgment, award, injunction or decree
binding on it or affecting its property;
(c) this Agreement and all Related Documents delivered by it
hereunder have been duly executed and delivered by or on behalf
of it;
(d) as at the Closing Date or on the date of delivery of the
applicable Related Documents to which it is a party, no
authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by it of
this Agreement or the Related Documents to which it is a party;
(e) this Agreement is its legal, valid and binding obligation
enforceable against it in accordance with its terms subject to
applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors' rights generally and subject,
as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a
proceeding in equity or at law);
(f) as at the Closing Date, no material default has occurred and is
outstanding under any agreement or instrument referred to in
Section 5.2(b)(iii) which default would materially and adversely
affect its ability to perform its obligations hereunder or under
the Related Documents to which it is a party; and
(g) as at the Closing Date, there are no actions, suits or
proceedings of which it has not advised the Purchaser in writing
against or affecting it or any of its property before any court,
governmental body or arbitrator (nor to its knowledge, any such
actions pending or threatened) which may materially adversely
affect its ability to perform its obligations hereunder or under
the Related Documents to which it is a party and it is not in
default with respect to any order of any court, governmental body
or arbitrator which materially adversely affects its ability to
perform its obligations hereunder or thereunder.
5.3 Representations and Warranties of the Purchaser
The Purchaser hereby represents and warrants to the Seller on a
continuous basis (unless otherwise indicated in the applicable
representation to be made as at a particular point in time) as follows:
(a) it is a trust validly existing under the laws of the Province of
Ontario;
(b) as at the Closing Date, the execution, delivery and performance
by it of this Agreement, the Related Documents to be delivered by
it hereunder and the transactions contemplated hereby and thereby
are within its purposes and powers, have been authorized by all
necessary action of its trustee and do not contravene:
(i) its declaration of trust;
(ii) any law, rule or regulation applicable to it, including any
applicable bulk sales legislation in any province or
territory of Canada;
(iii) any indenture, loan or credit agreement, lease under which
it is the lessee, mortgage, security agreement, bond, note
or other agreement or instrument binding upon it or
affecting its property; or
(iv) any order, writ, judgment, award, injunction or decree
binding on it or affecting its property;
(c) as at the Closing Date, this Agreement and all Related Documents
delivered by it hereunder have been duly executed and delivered
by or on behalf of it;
(d) as at the Closing Date or on the date of delivery of the
applicable Related Documents, no authorization, approval or other
action by and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution,
delivery and performance by it of this Agreement or the Related
Documents to be delivered by it hereunder, except for (i) such
notices or filings required to perfect the transfer constituted
by the Purchase, and (ii) any actions or filings required
pursuant to any applicable bills of sale legislation;
(e) this Agreement and the Related Documents to which it is a party
are its legal, valid and binding obligations enforceable against
it in accordance with their terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principals of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) as at the Closing Date, there are to its knowledge, no actions,
suits or proceedings of which it has not advised the Seller in
writing, pending or threatened, against or affecting it or any of
its property before any court, governmental body or arbitrator
which may adversely affect its ability to perform its obligations
hereunder or under the Related Documents to which it is a party
and it is not in default with respect to any order of any court,
governmental body or arbitrator which adversely affects its
ability to perform its obligations hereunder or thereunder; and
(g) it is not a non-resident as defined under the Income Tax Act
(Canada).
ARTICLE 6
COVENANTS OF THE SELLER
6.1 Affirmative Covenants of the Seller
From the date hereof until the Final Collection Date, the Seller
covenants with the Purchaser that it shall, unless the Purchaser otherwise
consents in writing:
(a) comply with all laws, rules, regulations and orders applicable to
it and all or any of its businesses, its properties and the
Related Secured Loan Rights, except where the failure to do so
would not materially adversely affect the Purchaser's interests
hereunder, the enforceability of the Related Secured Loan Rights
(including the collectability of the related Loan Receivables) or
its ability to perform its obligations hereunder or under the
Purchased Assets;
(b) preserve and maintain its corporate existence and qualify and
remain qualified as a foreign, extra-provincial or extra-
territorial corporation in each jurisdiction in which the failure
to do so would materially adversely affect the interests of the
Purchaser hereunder, the enforceability of the Related Secured
Loan Rights (including the collectability of the related Loan
Receivables) or its ability to perform its obligations hereunder
or under the Purchased Assets;
(c) at any time and from time to time during regular business hours,
permit the Purchaser, its agents or representatives upon five
Business Days' prior written notice to (i) examine and make
copies of all Records relating to the Related Secured Loan Rights
in its possession (or under its control), including the
applicable Secured Loans, and (ii) visit its branch offices for
the purpose of examining such Records and discussing matters
relating to the Related Secured Loan Rights and its performance
under the Purchased Assets or hereunder with any of its officers
or employees having knowledge of such matters;
(d) direct and require its auditors, at its own expense, to assist
the Purchaser's auditors to the extent and in such manner as is
reasonably required for the Purchaser's auditors to report on the
status of the Purchased Assets and the Related Secured Loan
Rights hereunder;
(e) fully perform in a timely manner and comply with all terms,
covenants and other provisions required to be performed and
observed by it under Purchased Assets;
(f) notify the Purchaser promptly following any change of its
corporate name or any change of its chief executive office;
(g) comply in all respects with the Credit and Collection Policy in
regard to each of the Purchased Assets and the related Loan
Receivables;
(h) furnish to the Purchaser:
(i) as soon as possible and in any event within five Business
Days after its chief operating officer or chief financial
officer becomes aware or ought to have become aware of the
occurrence of a Significant Event or of any event that with
the giving of notice or passage of time or both may become a
Significant Event, a statement of such officer setting forth
details as to such Significant Event and the action which it
has taken or is proposing to take with respect thereto; and
(ii) promptly, from time to time, such other documents, records,
information or reports with respect to the Related Secured
Loan Rights or the condition or operations, financial or
otherwise, of it as may be in existence in written form or,
if available in databases, may be produced with existing
software and which the Purchaser may from time to time
reasonably request;
(i) instruct all Obligors to remit all Collections to the address of
the Collector (provided that so long as the Seller shall remain
the Collector, no special instruction need be given by the Seller
to any Obligor which currently is instructed to remit such
Collections to the Seller);
(j) if (i) the Seller obtains, or is otherwise a loss payee or named
insured under, any policy of insurance with respect to damage or
third party liability claims relating to the Equipment, and (ii)
the long term debt rating of Chrysler Financial by Moody's falls
below Ba2 (or its then equivalent), obtain and maintain
equivalent coverage with respect to the Related Equipment under
which the Purchaser is named insured or loss payee, as the case
may be, and provide prompt notice to the Purchaser of the
availability of such insurance or the receipt of notice of
termination thereof or the deletion of the Purchaser as a named
insured or loss payee thereunder;
(k) make all payments payable by it to government agencies in
accordance with applicable law and others where a statutory lien
or deemed trust might arise having priority over the Purchaser's
interest in any Related Secured Loan Rights or Related Equipment;
(l) record the transactions constituted hereby as a sale of assets
for accounting purposes;
(m) upon the written request of the Purchaser, or immediately upon
the occurrence of a Significant Event and for so long as a
Significant Event is continuing, advise the Purchaser, in
writing, of the name or address of any Obligor with respect to
Related Secured Loan Rights;
(n) make all renewal and other registrations which it is entitled to
make and which are necessary to maintain the Purchaser's interest
in the Related Equipment as against third parties; and
(o) take all steps necessary to obtain the discharge of any financing
statement, registration, recording, filing or other document
similar in effect relating to any Related Secured Loan Rights,
Collections related thereto or Related Equipment on file except
those in favour of the Purchaser in accordance herewith or
subordinate to the rights of the Purchaser thereunder.
6.2 Negative Covenants of the Seller
From the date hereof until the Final Collection Date, the Seller
covenants with the Purchaser that it shall not, without the Purchaser's
written consent:
(a) except as otherwise provided or permitted herein, sell, assign
(by operation of law or otherwise) or otherwise dispose of, or
create any Adverse Claim upon or with respect to, any Purchased
Assets or any Related Equipment, including the related Loan
Receivables and Collections or any account to which any such
Collections are deposited, or assign any right to receive income
in respect of any thereof or do any other thing to derogate from
its grant hereunder or prejudice the rights of the Purchaser
hereunder or thereunder;
(b) make any change in the Credit and Collection Policy, which change
would materially impair the collectability of any Loan Receivable
forming part of the Purchased Assets;
(c) extend, amend or otherwise modify or waive any term or condition
of any of the Purchased Assets which modification or waiver would
materially impair the collectability of any Loan Receivable
forming part of the Purchased Assets;
(d) identify to any of its branch personnel the Purchased Assets as
having been purchased by the Purchaser or take any other action
not contemplated by this Agreement which would differentiate the
Purchased Assets from the other Secured Loans to which it is a
party; or
(e) permit to exist any financing statement, registration, recording,
filing or other publicly recorded document similar in effect
registered against or otherwise identifying its interest in any
Related Secured Loan Rights or Collections related thereto to be
on file except in favour of the Purchaser other than
registrations in favour of Persons who have expressly postponed
in favour of the Purchaser any claim they may have to the
Purchased Assets.
6.3 Covenants of Chrysler Financial
From the date hereof until the Final Collection Date, Chrysler
Financial covenants with the Purchaser that it shall, unless the Purchaser
otherwise consents in writing:
(a) comply with all laws, rules, regulations and orders applicable to
it and all or any of its businesses and properties, except where
the failure to do so would not materially adversely affect the
Purchaser's interests hereunder or its ability to perform its
obligations hereunder;
(b) preserve and maintain its corporate existence, except in the case
of a merger or other action permitted under the Revolving Credit
Agreement dated as of May 23, 1994 between it and Chemical Bank,
as agent, and the several banks party thereto, as amended,
modified, supplemented or restated from time to time, and where
the continuing or surviving entity assumes Chrysler Financial's
obligations hereunder;
(c) furnish to the Purchaser, unless the Seller has previously
complied with Section 6.1(h)(i), as soon as possible and in any
event within five Business Days after an officer of Chrysler
Financial becomes aware or ought to have become aware of the
occurrence of each Significant Event and each event which, with
the giving of notice or lapse of time or both, would constitute a
Significant Event, a statement of an officer of Chrysler
Financial setting forth details as to such Significant Event or
event and the action which Chrysler Financial has taken and/or is
proposing to take with respect thereto;
(d) at any time following the occurrence of a Significant Event which
is continuing, ensure the due performance of all of the
obligations of the Seller (including those arising in its
capacity as Collector, if the Seller is at such time the
Collector) under this Agreement and any Related Document to which
it is a party and, in the event of any failure of the Seller to
perform such obligations, assume all of the liabilities of the
Seller (including those arising in its capacity as Collector, if
the Seller is at such time the Collector) hereunder and
thereunder;
(e) make all payments to be made by it in the performance of its
obligations hereunder without set-off or counterclaim and without
deduction or withholding for or on account of any present or
future taxes, levies, imposts, duties, charges, assessments or
fees of any nature (including any interest, penalties and
additions thereto) unless such deduction or withholding is
required by any applicable treaty, law, rule or regulation (as
modified by the practice of any relevant governmental revenue
authority then in effect), in which case it shall pay to the
Purchaser, in addition to any payment to which the Purchaser is
otherwise entitled under this Agreement or any Related Document,
such additional amount as is necessary to ensure that the net
amount actually received by the Purchaser will equal the full
amount the Purchaser would have received had no such deduction or
withholding been required; and
(f) continue to hold such number of shares in the capital of the
Seller such that the Seller is at all times a Subsidiary of
Chrysler Financial.
ARTICLE 7
SIGNIFICANT EVENTS
7.1 Meaning of Significant Event
The term "Significant Event" means any of the following events or
circumstances:
(a) the Seller or the Collector (if the Seller is the Collector)
fails to make any payment or deposit to be made by it hereunder
when due and such failure remains unremedied for two Business
Days after written notice thereof from the Purchaser;
(b) the Seller, the Collector (if the Seller is the Collector) or
Chrysler Financial fails to perform or observe any term,
condition or covenant to be performed or observed by it hereunder
or under any Related Document (other than that specified in
Section 7.1(a)) and such failure remains unremedied for ten
Business Days after written notice thereof has been given to the
Seller or Chrysler Financial, as the case may be, by the
Purchaser (except with respect to any failure on the part of the
Seller or Chrysler Financial to perform its obligations under
Section 6.1(h)(i) or 6.3(c), as the case may be, in which case no
notice shall be required and no cure period shall apply);
(c) any representation or warranty made in writing by the Seller or
Chrysler Financial or any of their respective officers in or
pursuant to this Agreement, any Portfolio Report or any other
Related Document proves to have been false or incorrect in any
material adverse respect when made, provided that, if any such
representation or warranty that is capable of being subsequently
made true and correct is made true and correct within ten
Business Days of the receipt of written notice by the Seller or
Chrysler Financial, as the case may be, from the Purchaser of
such false or incorrect representation or warranty, it shall not
constitute a Significant Event (for greater certainty, the
parties hereto acknowledge and agree that the representations
contained in Section 5.1 (n) and (o) shall be deemed remediable
for the purposes of this section by the repurchase of the Seller
of a sufficient dollar value of Purchased Assets under which the
relevant Person is the applicable Obligor);
(d) (i) either the Seller or Chrysler Financial shall generally not
pay its debts as they become due; (ii) either the Seller or
Chrysler Financial shall admit in writing its inability to pay
its debts generally or shall make a general assignment for the
benefit of creditors; (iii) a receiver shall be appointed for
either the Seller or Chrysler Financial or any substantial part
of its property; (iv) any proceedings shall be instituted by or
against the Seller or Chrysler Financial seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or
seeking the entry of an order for relief by the appointment of a
receiver, trustee, custodian or other similar official for it or
for any substantial part of its property where any such
proceeding has not been stayed or dismissed within 45 days of a
receiver, trustee, custodian or other similar official being
appointed for it or any substantial part of its property; or (v)
either the Seller or Chrysler Financial takes any corporate
action to authorize any of the actions described in this Section
7.1(d);
(e) there has occurred any material adverse change in the financial
condition or operations of the Seller or Chrysler Financial which
materially adversely affects the Seller's ability to service the
Related Secured Loan Rights or to perform any other of its
obligations hereunder;
(f) the Portfolio Loss Ratio is at any time equal to or greater than
4%;
(g) the Portfolio Delinquency Ratio is at any time equal to or
greater than 4%;
(h) the long term debt rating of Chrysler Financial by Moody's falls
below Ba1 (or its then equivalent); or
(i) an event of default as defined in the master agreement referred
to in Section 4.1(k) shall have occurred and be continuing with
respect to Chrysler Financial.
7.2 Action Upon a Significant Event
(1) If any Significant Event has occurred and is continuing, the
Purchaser shall have, in addition to the right to appoint a new Collector
pursuant to Section 3.1 hereof, its rights under Section 10.5 hereof and
its other rights and remedies hereunder and under the Related Documents,
all other rights and remedies under any applicable law and otherwise, which
rights and remedies shall be cumulative; provided that, where the
applicable Significant Event is only the occurrence of one or both of the
Significant Events set out in Sections 7.1(f) or (g), the Purchaser shall,
unless there is an event which with the giving of notice or the lapse of
time or both would constitute a Significant Event other than a Significant
Event set out in Section 7.1(f) or (g), not be entitled to exercise its
right to designate a successor Collector in accordance with Section 3.1 or
make any sale, assignment or transfer pursuant to Section 10.5(2) until
2:00 p.m. (Toronto time) on the Business Day immediately following the
Business Day upon which the Purchaser has given notice to the Seller of the
occurrence of a Significant Event set out in Section 7.1(f) or (g).
(2) From time to time following the designation by the Purchaser of a
Collector other than the Seller pursuant to Section 3.1:
(a) the Seller shall, at the Purchaser's request and at the Seller's
expense, notify all or any Obligors under Purchased Assets of the
Purchaser's ownership in any or all of the Related Secured Loan
Rights and direct that payments in respect thereof be made
directly to the Purchaser or its designee;
(b) the Seller shall, at the Purchaser's request and at the Seller's
expense, assemble all or any of the Purchased Assets and Records
relating to, and the guarantees, indemnities and other agreements
forming part of, the Related Secured Loan Rights, and make the
same available to the Purchaser at a place selected by it or its
designee, and segregate, in a manner reasonably acceptable to the
Purchaser, all cash, cheques and other instruments constituting
Collections, Net Proceeds or Permitted Investments received or
held by the Seller from time to time, and, promptly upon receipt,
remit same to the Purchaser or its designee duly endorsed or with
duly executed instruments of transfer; and
(c) the Purchaser may take any and all steps, in the Seller's name
and on its behalf, necessary or desirable in the Purchaser's
opinion, to collect the Loan Receivables forming part of the
Related Secured Loan Rights, including taking actions
contemplated in Section 7.2(2)(a) where the Seller has failed to
do so, and to remit the proceeds of such Loan Receivables to the
Collector for deposit in the Purchaser's Account.
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES
8.1 Delegation in Favour of Administrative Agent
The Purchaser may delegate to the Administrative Agent all or any
of its powers, rights and discretions hereunder and under any Related
Documents, and the Administrative Agent may from time to time take such
actions and exercise such powers as are delegated to it hereunder or
thereunder or contemplated hereby or thereby and all such actions and
powers as are reasonably incidental thereto.
8.2 Liability of Purchaser and Administrative Agent
Neither the Purchaser, the Administrative Agent nor any of their
respective directors, officers, agents or employees shall be liable
pursuant to this Agreement or any Related Document for any action taken or
omitted by it or them hereunder or thereunder or in connection herewith or
therewith, except for its or their own gross negligence or wilful
misconduct. Notwithstanding any provision of this Agreement, other than
the preceding sentence, or of any Related Document, neither the Seller nor
Chrysler Financial nor any Person acting on their behalf shall have
recourse against the Purchaser or the Administrative Agent, at law or in
equity, in respect of any of the obligations of the Purchaser or the
Administrative Agent under this Agreement or any Related Document other
than against the assets included in the Purchased Assets then held by the
Purchaser.
8.3 The Administrative Agent and Affiliates
The Administrative Agent, any successor Administrative Agent and
their respective Affiliates may generally engage in any kind of business
with the Seller, Chrysler Financial, any Obligor, any of their respective
Affiliates and any Person who may do business with or own securities of any
of them, all as if the Administrative Agent or any such successor were not
the Administrative Agent and without any duty to account therefor to the
Seller, Chrysler Financial, the Purchaser or any other Person.
8.4 Responsibilities of the Seller and the Purchaser
Notwithstanding anything herein to the contrary:
(a) the Seller agrees to perform all of the non-financial duties and
obligations of the obligee under the Purchased Assets
notwithstanding any of the transactions contemplated hereby;
(b) the exercise by the Purchaser or the Administrative Agent of any
of their rights hereunder or under any Related Document will not
relieve the Seller from any of the duties or obligations that the
Seller has agreed to perform with respect to any Purchased
Assets;
(c) neither the Purchaser nor the Administrative Agent nor any of
their respective agents shall have any duty or obligation with
respect to any Related Secured Loan Rights nor shall any of them
be obligated to perform any of the non-financial duties or
obligations which the Seller has agreed to perform with respect
to related Secured Loans; and
(d) the Seller shall promptly notify the Purchaser of any claim or
threatened claim of which the Seller is aware which may, in the
reasonable opinion of the Seller, result in any liability to
indemnify the Purchaser pursuant to Article 9.
8.5 Power of Attorney
The Seller hereby irrevocably constitutes and appoints the
Purchaser, the Administrative Agent, any officer of the trustee of the
Purchaser or any officer of the Administrative Agent from time to time,
with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of the
Seller and in the name of the Seller or in its own name, from time to time
in the Purchaser's or the Administrative Agent's discretion, as the case
may be, for the purpose of enforcing the Related Secured Loan Rights.
ARTICLE 9
INDEMNIFICATION
9.1 Indemnities by the Seller
Without prejudice to any other rights of the Purchaser or the
Administrative Agent or their respective agents hereunder or under any
applicable law, the Seller hereby agrees to indemnify the Purchaser, the
Administrative Agent and their respective agents and agrees to save them
harmless from and against any and all damages, losses, claims, liabilities,
costs and expenses (including legal fees and disbursements on a solicitor
and client basis) awarded against or incurred by them arising out of or as
a result of:
(a) reliance on any written representation or warranty made by the
Seller (or any of its officers) in or pursuant to this Agreement,
any Portfolio Report or any other Related Document which was
incorrect in any materially adverse respect when made or deemed
made or delivered;
(b) the failure by the Seller on its own behalf or in its capacity as
Collector, to comply with any applicable law, rule or regulation
with respect to any Purchased Assets or with respect to any
Related Secured Loan Rights or to perform its obligations
thereunder, or the nonconformity of any applicable Secured Loan
with any applicable law, rule or regulation; provided that this
clause (b) shall not apply to any law, rule or regulation
relating to the perfection of ownership or security interests;
(c) the failure of the Seller to transfer to the Purchaser its
interest in the Purchased Assets contemplated hereunder free and
clear of any Adverse Claim except to the extent otherwise
contemplated herein;
(d) any dispute, claim, set-off or defense of an Obligor against the
Seller to the performance of any obligation in connection with a
Related Secured Loan Right or the payment of any Loan Receivable
forming part thereof;
(e) any product liability claim or personal injury or property damage
suit or other similar or related claim or action of whatsoever
sort arising out of or in connection with any Related Equipment
to the extent not covered by insurance;
(f) any failure of the Seller to perform or observe any of its duties
or obligations hereunder or under the Related Documents,
including its duties and obligations as Collector;
(g) any Canadian, foreign, federal, provincial, state, municipal,
local or other tax of any kind or nature whatsoever which may be
imposed on the Purchaser or the Administrative Agent on account
of any payment made by the Seller under this Section 9.1 after
giving effect to any deduction relating to the matters
indemnified;
(h) any claims, disputes, damages, penalties and losses arising from
the Related Secured Loan Rights relating to the Purchased Assets,
other than (i) losses attributable to any Obligor's failure to
discharge its payment obligations or other default under the
applicable Secured Loan, or (ii) losses attributable to the gross
negligence or wilful misconduct of the Purchaser or the
Administrative Agent;
(i) the return or transfer by the Purchaser in error of any amount of
Collections or Net Proceeds received pursuant to Article 2 to the
Seller for any reason whatsoever other than pursuant hereto;
(j) any failure of the Seller to comply with any applicable law
regarding the filing or discharge of registrations required to be
made in respect of the Purchased Assets in accordance with the
laws of the applicable province or territory of Canada; or
(k) actual losses as a result of the failure of the Seller or the
Purchaser to comply with the requirements of any applicable bulk
sales legislation;
any such amount to be paid to the Collector for deposit to the Purchaser's
Account.
9.2 Limited Indemnity by the Seller
Without prejudice to any other rights of the Purchaser or the
Administrative Agent hereunder or under any applicable law, the Seller
hereby indemnifies the Purchaser, the Administrative Agent and their
respective agents and agrees to save them harmless from and against any and
all damages, losses, claims, liabilities, costs and expenses (including
reasonable legal fees and disbursements on a solicitor and client basis)
incurred by or on behalf of the Purchaser or the Administrative Agent in
respect of any amounts payable by the Purchaser arising out of or as a
result of any breach of the terms hereof or of any Related Document by the
Seller or Chrysler Financial and not otherwise recoverable from the Seller
or Chrysler Financial, provided, however, that (i) the liability of the
Seller hereunder shall not be greater than the then available balance in
the Deferred Purchase Account, and (ii) this limited indemnity shall in no
circumstances be available to recover amounts not otherwise recovered by
the Purchaser because of any default by an Obligor under the terms of any
Purchased Asset.
9.3 Co-operation in Litigation and Proceedings
The Seller, on the one hand, and the Purchaser, on the other,
agree to assist the other party, at the request of such other party and at
such requesting party's expense, in any action, suit or proceeding brought
by or against, or any investigation involving such requesting party
(including the Administrative Agent, with respect to the Purchaser), but
not including actions between the Seller and the Purchaser relating to any
of the transactions contemplated hereby or to any of the Related Secured
Loan Rights. If the Seller may be liable under Section 9.1 or 9.2 in
respect of any damages, losses, claims, liabilities, costs or expenses as a
result of or in connection with any such action, suit, proceeding or
investigation, the Seller will have the right, on behalf of the Purchaser
but at the Seller's expense, to defend such action, suit or proceeding, or
participate in such investigation, with counsel selected by it, and will
have sole discretion as to whether to litigate, appeal or settle.
ARTICLE 10
MISCELLANEOUS
10.1 Amendments, Etc.
No amendment or waiver of any provision hereof nor consent to any
departure by the Seller or Chrysler Financial therefrom shall in any event
be effective (in whole or in part) unless in writing and signed by the
Seller, the Collector, Chrysler Financial, the Purchaser and, to the extent
it affects the rights, duties or obligations of the Administrative Agent,
the Administrative Agent.
10.2 Entire Agreement
This Agreement contains the entire agreement between the parties
relative to the subject matter hereof and supersedes all contrary prior and
contemporaneous agreements, term sheets, commitments, understandings,
negotiations and discussions, whether oral or written. There are no
warranties, express or implied, representations or other agreements between
the parties in connection with the subject matter hereof except as
specifically set forth herein.
10.3 Notices, etc.
All notices and other communications provided for hereunder must,
unless otherwise stated herein, be in writing and telecopied or delivered,
as to each party hereto, at its address set forth under its name on the
signature pages hereof, or at such other address designated by such party
in a written notice in the manner contemplated in this Section 10.3 to each
of the other parties hereto. Any such notice or other communication shall
be deemed to have been given, made and received on the day of delivery if
delivered and on the first Business Day after telecopying if telecopied.
10.4 No Waiver; Remedies
No failure on the part of the Purchaser, the Administrative Agent
or the Seller to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor will any single or partial exercise
of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. Except as otherwise provided, the remedies
herein provided are cumulative and not exclusive of any remedies provided
by law.
10.5 Binding Effect; Assignability; Termination, etc.
(1) This Agreement shall be binding upon and enure to the benefit of
the Seller, Chrysler Financial, the Purchaser and the Administrative Agent,
and their respective successors and permitted assigns. Except as provided
in this Agreement, no party hereto may assign its rights hereunder, any
interest herein or any interest in any Purchased Assets without the prior
written consent of the other parties hereto.
(2) Notwithstanding any other provision of this Agreement but only if
permitted pursuant to the provisions of Section 7.2, the Purchaser may
sell, assign and transfer any Purchased Asset or Seller Receivable (in
whole or in part) to any Person (including secondary purchasers and their
assignees) without the consent of or notice to the Seller or Chrysler
Financial and may also sell, assign or transfer to such Person any of its
rights hereunder or under any Related Document or interest herein or
therein for the purpose of giving effect to any such sale, assignment or
transfer of Purchased Assets or Seller Receivables. Upon any sale,
assignment or transfer referred to in this subsection, such Person shall be
fully subrogated to all rights, benefits and privileges of the Purchaser
hereunder or thereunder and shall assume all obligations relating thereto.
(3) This Agreement shall remain in full force and effect until the
Final Collection Date provided, however, that:
(a) the Purchaser's rights and remedies with respect to any incorrect
representation or warranty made or deemed to be made by the
Seller or Chrysler Financial herein; and
(b) the indemnification and payment provisions of Article 9 and
Section 10.7;
shall be continuing and shall survive any termination hereof for a period
of five (5) years.
10.6 Governing Law
This Agreement shall be governed by and construed in accordance
with, the laws of the Province of Ontario, except to the extent that the
validity or perfection of the Purchaser's interests in any Related Secured
Loan Rights or Related Equipment or its remedies hereunder in respect
thereof are governed by the laws of a different jurisdiction.
10.7 Costs, Expenses and Taxes
(1) Notwithstanding the rights of indemnification provided for in
Article 9, the Seller shall not be responsible for payment of any costs and
expenses of the Purchaser and the Administrative Agent in connection with
the preparation, execution and delivery of this Agreement and the Related
Documents, or any of their out-of-pocket expenses, or of any fees or
disbursements of counsel for the Purchaser and the Administrative Agent
with respect thereto.
(2) The Seller shall:
(a) pay on demand any and all stamp, filing, recording and other
taxes and fees payable or determined to be payable in connection
with the enforcement of this Agreement or any Related Document
(other than any applicable goods and services tax);
(b) to the extent not reimbursed pursuant to Section 2.2, reimburse
on demand the Purchaser for any loss resulting from a
miscalculation by the Purchaser in the administration of the
Agreement and the Related Documents; provided, however, that the
Purchaser shall request such reimbursement in writing and will
explain, in reasonable detail, such miscalculation; and,
provided, further, however, that the amount of such reimbursement
shall not exceed the amount which should initially have been paid
to the Purchaser but for such miscalculation, plus interest at
the Discount Rate;
(c) pay on demand any other costs, expenses and taxes (excluding any
taxes except amounts referred to in Section 10.7(2)(a)) incurred
by the Purchaser in connection with the Purchase (including costs
and expenses incurred in performing the Purchaser's obligations
hereunder); provided, however, that the Purchaser will request
such amounts in writing and will explain, in reasonable detail,
the calculation of such amounts; and
(d) pay on demand any costs and expenses of the Purchaser and the
Administrative Agent with respect to advising the Purchaser and
the Administrative Agent as to their respective rights and
remedies hereunder and under the Related Documents or any costs
related to enforcement actions by the Purchaser against any
Obligor related to enforcement or advice with respect to the
Purchaser's rights against such Obligor.
10.8 Change in Circumstance
If either:
(a) the introduction of or any change (including, without limitation,
any change by way of imposition of a capital or other tax) in or
in the interpretation of any law or regulation by any court or
governmental authority charged with the administration thereof;
or
(b) the compliance by the Purchaser with any guideline or request
from any governmental authority (whether or not having the force
of law) has the effect of
(i) increasing the cost to the Purchaser of making, funding or
maintaining the Purchase hereunder or agreeing to make the
Purchase hereunder, or reducing the rate of return to the
Purchaser in connection therewith; or
(ii) reducing the amount receivable with regard to any Loan
Receivable forming part of the Related Secured Loan Rights;
the Seller shall, from time to time, upon demand by the Purchaser and to
the extent not otherwise recovered pursuant to Section 2.4(1)(c), pay to
the Purchaser that portion of such increased costs incurred, amounts not
received or receivable, or compensation for such reduction in rate of
return which is attributable to making, funding or maintaining the Purchase
hereunder. The Purchaser shall provide the Seller with a certificate
setting forth its computation of such increased costs, amounts not received
or receivable or reduction in rate of return, which computation may utilize
such averaging and attribution methods the Purchaser believes to be
reasonable. Such certificate shall be prima facie evidence, absent
manifest error, of the amount payable to the Purchaser pursuant to this
Section 10.8. The Purchaser shall, upon becoming aware of an event or
circumstance that is likely to, with the passage of time or otherwise,
entitle it to demand payment pursuant to this Section 10.8, promptly notify
the Seller.
10.9 Failure to Perform
If the Seller, the Collector (if the Seller is the Collector) or
Chrysler Financial fails to perform any of its agreements or obligations
hereunder or under any Related Document, the Purchaser may (but will not be
required to) itself perform, or cause to be performed, such agreement or
obligation, and the expenses of the Purchaser incurred in connection
therewith shall be payable by the Seller as provided in Section 10.7(2)(c).
10.10 Consent to Jurisdiction; Waiver of Immunities
(1) The Seller hereby irrevocably submits to the non-exclusive
jurisdiction of any court sitting in the City of Toronto in any action or
proceeding arising out of or relating to this Agreement or to any Related
Document, and the Seller hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such
court. The Seller hereby irrevocably waives, to the extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action
or proceeding. The Seller agrees that a final judgment in any action or
proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.
(2) Nothing in this Section 10.10 shall affect the right of the
Purchaser to serve legal process in any other manner permitted by law or
affect its right to bring any action or proceeding against the Seller or
Chrysler Financial or their respective properties in the courts of other
jurisdictions.
(3) To the extent that the Seller has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid
of execution, execution or otherwise) with respect to itself or its
property, the Seller hereby irrevocably waives, to the extent permitted by
law, such immunity in respect of its obligations hereunder.
10.11 Confidentiality
The parties hereto acknowledge that this Agreement and the
Related Documents and all data and information provided hereunder by one to
the other shall be considered as confidential information by the other and
shall not be disclosed by the recipient to any other Person except that the
Purchaser may disclose any such data and information to the Administrative
Agent, rating agencies, trustees, prospective secondary purchasers or other
credit enhancers, prospective liquidity lenders, professional advisors and
governmental or regulatory authorities as required by law or to implement
the terms of this Agreement, the Related Documents, the Purchaser's lease
and secured loan purchase program or the financing thereof and the Seller
and Chrysler Financial may disclose any such data and information to
governmental and regulatory authorities as required by law or to implement
the terms of this Agreement, their lenders, professional advisors, taxing
authorities in connection with the preparation of financial statements or
tax returns or to satisfy any of the conditions precedent set out in
Section 4.1.
10.12 Further Assurances
The parties hereto agree, from time to time, to enter into such
further agreements and to execute all such further instruments as may be
reasonably necessary or desirable to give full effect to the terms of this
Agreement or any Related Document.
10.13 Execution in Counterparts
This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement.
10.14 Severability
Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, to the extent permitted by
law, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
<PAGE>
10.15 Limitation of Liability
The obligations hereunder are not binding upon The Bankers' Trust
Company except in its capacity as trustee of the Purchaser, nor will resort
be had to the property of The Bankers' Trust Company except in its capacity
as trustee of the Purchaser, but the assets only of the Purchaser will be
bound hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
CHRYSLER CREDIT CANADA LTD., as Seller and
Collector
By: "D.M. Cantwell"
Name: D.M. Cantwell
Title: Vice President -- Corporate Finance
and Development
Address for Notices:
Suite 202
2233 Argentia Road
Mississauga, Ontario
L5N 2X7
Attn: Secretary
Telecopier No.: (810) 948-3138
LEAF TRUST, by its Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE
By: "William J. Furlong"
Name: William J. Furlong
Title: General Manager
By: "B.E. Rogers"
Name: B.E. Rogers
Title: General Manager
Address for Notices:
c/o Canada Trust Tower
BCE Place, 5th Floor
161 Bay Street
Toronto, Ontario
M5J 2S8
Attn: Head of Securitization
Telecopier No.: (416) 956-6220
CHRYSLER FINANCIAL CORPORATION
By: "D. M. Cantwell"
Name: D.M. Cantwell
Title: Vice President -- Corporate Finance
and Development
Address for Notices:
27777 Franklin Road
Southfield, Michigan
48034-8286
U.S.A.
Attn: Secretary
Telecopier No.: (810) 948-3138
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(Unaudited)
1994 1993
(dollars in millions)
<S> <C> <C>
Net Earnings before cumulative effect
of changes in accounting principles $ 91 $ 81
Add back:
Taxes on income 53 31
Fixed charges 387 437
Earnings available for fixed charges $531 $549
Fixed charges:
Interest expense $378 $427
Rent 9 10
Total fixed charges $387 $437
Ratio of earnings to fixed charges 1.37 1.26
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing
earnings before income taxes and fixed charges by 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 ENTERPRISE AS A WHOLE
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(Unaudited)
1994 1993
(dollars in millions)
<S> <C> <C>
Net earnings from continuing operations
before cumulative effect of changes
in accounting principles $1,894 $1,215
Add back:
Taxes on income 1,242 787
Fixed charges 648 752
Amortization of previously
capitalized interest 49 50
Deduct:
Capitalized interest 89 83
Undistributed earnings from
less than fifty-percent owned
affiliates 6 2
Earnings available for fixed charges $3,738 $2,719
Fixed charges:
Interest expense $ 482 $ 592
Capitalized interest 89 83
Credit line commitment fees 6 5
Interest portion of rent expense 71 72
Gross up of preferred stock dividends of
majority-owned subsidiaries (CFC) to a
pre-tax basis 0 0
Total fixed charges $ 648 $ 752
Ratio of earnings to fixed charges 5.77 3.62
Preferred stock dividend requirements 66 66
Ratio of earnings to fixed charges and
preferred stock dividend requirements 5.24 3.32
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 6 $ 2
Deduct - Dividends paid by affiliates 0 0
Undistributed earnings from
less than fifty-percent owned affiliates $ 6 $ 2
</TABLE>
For the purpose of computing the ratios of earnings to fixed charges and
preferred stock dividends, earnings are determined by adding back fixed
charges to consolidated earnings from continuing operations (including
equity in net earnings of unconsolidated subsidiaries) before taxes on
income and excluding undistributed earnings from less than fifty-percent
owned affiliates. Fixed charges consist of interest expense, credit line
commitment fees, interest portion of rental expense and the preferred stock
dividend requirements of its majority-owned subsidiaries increased to an
amount representing the pre-tax earnings that would be required to cover
such dividend requirements.
Exhibit 15-A
[Letterhead of Deloitte & Touche]
Deloitte &
Touche
- - ---------------------------------------------------------------------------
Suite 900 Telephone: (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT ACCOUNTANTS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have reviewed the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and its
consolidated subsidiaries as of June 30, 1994 and 1993, and the related
consolidated statements of net earnings and cash flows for the three-months
and six-months ended June 30, 1994 and 1993. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chrysler Financial Corporation
and its consolidated subsidiaries as of December 31, 1993, and the related
consolidated statements of net earnings and cash flows for the year then ended
(not presented herein); and in our report dated January 18, 1994, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1993 is fairly presented, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
/s/ Deloitte & Touche
July 14, 1994
Exhibit 15-B
[Letterhead of Deloitte & Touche]
Deloitte &
Touche
- - ---------------------------------------------------------------------------
Suite 900 Telephone: (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
July 18, 1994
Chrysler Financial Corporation
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 Corporation (a subsidiary of
Chrysler Corporation) and its consolidated subsidiaries for the periods ended
June 30, 1994 and 1993, as indicated in our report dated July 14, 1994;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your Form
10-Q for the quarter ended June 30, 1994, is incorporated by reference in
Registration Statement No. 33-50285 on Form S-3 and Registration Statement No.
33-52421 on Form S-3.
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
Statement 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.
/s/ Deloitte & Touche
