FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1993
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
Securities registered pursuant to Section 12(b) of the Act: (See next page)
Securities registered pursuant to Section 12(g) of the Act: None
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_____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
All of the shares of the outstanding stock of the registrant are owned by
Chrysler Corporation.
APPLICABLE ONLY TO REGISTRANTS 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 REGISTRANTS)
As of December 31, 1993, there were 250,000 shares of the registrant's
common stock outstanding.
The registrant meets the conditions set forth in General Instructions
J(1)(a) and (b) of Form 10-K and is therefore filing this Form with the
reduced disclosure format.
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
9 1/2% Notes due September 21, 1994 New York Stock Exchange
Extendible Notes due April 15, 1997 New York Stock Exchange
13 1/4% Notes due October 15, 1999 New York Stock Exchange
12 3/4% Notes due November 1, 1999 New York Stock Exchange
9 1/2% Notes due 1999 New York Stock Exchange
8 1/2% Putable-Extendible Notes due
February 1, 2018 New York Stock Exchange
6% Notes due 1996 New York Stock Exchange
6 1/2% Notes due 1998 New York Stock Exchange
6 5/8% Notes due 2000 New York Stock Exchange
<PAGE>
PART I
ITEM 1. BUSINESS
The registrant, Chrysler Financial Corporation and its consolidated
subsidiaries (the "Company"), is a financial services organization engaged
in automotive retail and wholesale financing, servicing commercial leases
and loans, servicing secured small business loans, property and casualty
insurance, and automotive dealership facility development and management.
All of the Company's common stock is owned by Chrysler Corporation, a
Delaware corporation (together with its subsidiaries, "Chrysler"). The
Company, a Michigan corporation, is the continuing corporation resulting
from a merger on June 1, 1967 of a financial services subsidiary of
Chrysler into a newly acquired, previously unaffiliated finance company
incorporated in 1926. At the end of 1993 the Company had nearly 3,100
employees and its portfolio of receivables managed totaled $28.3 billion.
The Company's financial condition and liquidity improved during 1993 as it
regained full access to the investment grade debt markets. In addition,
the Company realized aggregate cash proceeds of $2.4 billion from the sales
of certain nonautomotive assets during 1993. The sales of nonautomotive
assets over the last two years have made the Company more dependent upon
Chrysler. Thus, lower levels of production and sales of Chrysler products
could result in a reduction in the level of finance operations of the
Company.
The Company's portfolio of finance receivables managed includes receivables
owned and receivables serviced for others. Receivables serviced for others
primarily represent sold receivables which the Company services for a fee.
At December 31, 1993, receivables serviced for others accounted for 69% of
the Company's portfolio of receivables managed. Total finance receivables
managed at the end of each of the five most recent years were as follows:
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Automotive financing $25,011 $22,481 $24,220 $25,117 $24,648
Nonautomotive financing 3,251 7,657 9,486 10,709 10,763
Total financing $28,262 $30,138 $33,706 $35,826 $35,411
</TABLE>
Automotive Financing. The Company conducts its automotive finance business
principally through its subsidiaries Chrysler Credit Corporation, Chrysler
Credit Canada Ltd., and in Mexico, Chrysler Comercial S.A. de C.V.
Chrysler Credit is the major source of automobile and light duty truck
wholesale (also referred to as "floor plan"), and retail financing for
Chrysler dealers and their customers throughout North America. At December
31, 1993, Chrysler Credit was providing financing to approximately 2,600
Chrysler dealers who exclusively sell Chrysler products. Chrysler Credit
also finances approximately 1,400 dealers who sell non-Chrysler products
(either exclusively or together with Chrysler products). Chrysler Credit
also offers its floor plan dealers working capital loans, real estate and
equipment financing and financing plans for fleet buyers, including daily
rental car companies independent of, and affiliated with, Chrysler. The
automotive financing operations of Chrysler Credit Corporation and such other
subsidiaries are conducted through 100 branches in the United States, Canada,
Mexico and Puerto Rico.
<PAGE>
ITEM 1. BUSINESS - continued
During 1993, the Company financed or leased approximately 766,000 vehicles
at retail in the United States, including approximately 516,000 new
Chrysler passenger cars and light duty trucks representing 25 percent of
Chrysler's U.S. retail and fleet deliveries. In 1993, the average monthly
payment for new vehicle retail installment sale contracts acquired in the
United States was $341. The average percentage of dealer cost financed was
91 percent and the average original term was 55 months. The Company also
financed at wholesale approximately 1,510,000 new Chrysler passenger cars
and light duty trucks representing 75 percent of Chrysler's U.S. factory
shipments in 1993. Wholesale vehicle financing accounted for 74 percent of
the total automotive financing volume of the Company in 1993 and
represented 16 percent of automotive finance receivables outstanding at
December 31, 1993.
Nonautomotive Financing. The Company has downsized its nonautomotive
operations through sales and liquidations over the last several years.
During 1993, the Company realized $2.4 billion of aggregate cash proceeds
from the sale of substantially all of the comsumer and inventory financing
businesses of Chrysler First Inc. ("Chrysler First"), and the sale of
certain assets of Chrysler Capital Corporation ("Chrysler Capital").
Chrysler Capital manages commercial leases and loans to clients in over 30
industries through 16 offices throughout the United States. At December
31, 1993, Chrysler Capital managed $2.7 billion of commercial finance
receivables compared to $3.2 billion at December 31, 1992. In addition,
the Company managed a portfolio of secured small business loans totaling
$.6 billion at December 31, 1993.
Insurance. Chrysler Insurance Company and its subsidiaries ("Chrysler
Insurance") provide specialized insurance coverages to automotive dealers
and their customers in the United States and Canada. The property and
casualty segment of Chrysler Insurance's business includes physical damage,
garage liability, workers' compensation and property and contents coverage
provided directly to automotive dealers. During 1993 the inventories of
approximately 2,800 automotive dealerships that were financed by Chrysler
Credit were insured by Chrysler Insurance. During 1993, 1,875 Chrysler and
non-Chrysler automotive dealerships were insured by the Company's multi-
line property and casualty insurance program known as the Pentastar
Protection program. Chrysler Insurance also provides collateral protection
and single interest insurance to retail automobile customers and their
financing sources.
Real Estate Management. Chrysler Realty Corporation ("Chrysler Realty"),
which is engaged in the ownership, development and management of Chrysler
automotive dealership properties in the United States, typically purchases,
leases or options dealership facilities and then leases or subleases these
facilities to Chrysler dealers. At December 31, 1993, Chrysler Realty
controlled 923 sites (of which 297 were owned by Chrysler Realty).
<PAGE>
ITEM 1. BUSINESS - continued
Funding. The Company's primary objective is to provide financing for
automotive dealers and retail purchasers of Chrysler's products. The
Company's liquidity improved during 1993 reflecting proceeds from
nonautomotive asset sales and the Company's improved access to the capital
markets. During 1993, the Company issued $2.3 billion of term debt and
increased the level of short-term notes outstanding (primarily commercial
paper) to $2.8 billion and repaid all borrowings outstanding under
revolving credit facilities. Receivable sales continued to be a
significant source of funding during 1993, as the Company realized $7.8
billion of net proceeds from the sale of automotive retail receivables
compared to $5.8 billion of net proceeds from the sale of automotive and
nonautomotive receivables in 1992.
The Company's outstanding debt at December 31, of each of the five most
recent years was as follows:
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Short-term notes
(primarily commercial paper) $ 2,772 $ 352 $ 339 $ 1,114 $10,061
Bank borrowings under
revolving credit facilities - 5,924 6,633 6,241 -
Senior term debt 5,139 4,436 6,742 9,233 11,107
Subordinated term debt 77 585 949 1,686 2,434
Mexico borrowings and other 447 455 518 431 614
Total $ 8,435 $11,752 $15,181 $18,705 $24,216
</TABLE>
<PAGE>
ITEM 2. PROPERTIES
At December 31, 1993, the following facilities were utilized by the
registrant and its subsidiaries in conducting their businesses:
(a) executive offices of the registrant, Chrysler Credit
Corporation, Chrysler Insurance and certain other
domestic subsidiaries of the registrant in Southfield,
Michigan;
(b) a total of 86 branches of Chrysler Credit Corporation
located throughout the United States;
(c) headquarters of remaining Chrysler First operations in
Allentown, Pennsylvania, and a total of 3 offices of such
corporation in the United States;
(d) headquarters of Chrysler Capital in Stamford, Connecticut,
and a total of 16 offices of such corporation in the United
States;
(e) headquarters of Chrysler Realty in Troy, Michigan; and
(f) a total of 15 offices used as headquarters and branch
offices in Canada, Mexico and Puerto Rico.
All of the facilities described above were leased by the registrant.
At December 31, 1993, a total of 297 automobile dealership properties
generally consisting of land and improvements were owned by Chrysler Realty
for lease to dealers franchised by Chrysler.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the registrant and its subsidiaries are
parties, either as plaintiff or defendant, in various legal proceedings
which are incidental to the business of such companies. The pending
proceedings are not other than ordinary routine litigation and are not
deemed by the registrant to be material with respect to the business of the
registrant and its subsidiaries taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with General Instruction J.)
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
All of the outstanding common stock of the registrant, consisting of one
class of common stock, is owned by Chrysler. There is, therefore, no
established public market in which such common stock is being traded.
The Company did not pay cash dividends to Chrysler in 1993 and 1992.
During the first quarter of 1992, the Company redeemed its remaining
$75 million of preferred stock.
Covenants in the Company's revolving credit agreements effectively
prevent the Company from declaring or paying any dividend other than
dividends payable solely in common stock of the Company, or any scheduled
dividend on preferred stock issued by the Company.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Interest income and other
revenues(1) $ 2,039 $ 2,575 $ 3,221 $ 3,774 $ 4,079
Earnings before cumulative
effect of changes in
accounting principles $ 159 $ 180 $ 276 $ 313 $ 284
Cumulative effect of changes
in accounting principles $ (30) $ 51 $ - $ - $ -
Net earnings $ 129 $ 231 $ 276 $ 313 $ 284
Total assets(1) $14,402 $17,548 $21,280 $24,702 $30,090
Total debt(1) $ 8,435 $11,752 $15,181 $18,705 $24,216
Cash dividends:
Preferred stock $ - $ 1 $ 14 $ 38 $ 26
Common stock $ - $ - $ - $ 150 $ 200
<FN>
(1) The reductions in interest income, total assets, and total debt from 1992
to 1993, reflect the downsizing of the Company's nonautomotive operations
through sales and liquidations.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
Chrysler Financial Corporation's financial condition and liquidity improved
during 1993 as it regained full access to the investment grade debt
markets. During 1993, funding provided by capital market activities and the
downsizing of nonautomotive operations through sales and liquidations,
enabled the Company to repay all amounts outstanding under its revolving
credit facilities and to provide financing support for automotive dealers
and retail purchasers of Chrysler's products.
The Company's portfolio of receivables managed, which includes receivables
owned and receivables serviced for others, totaled $28.3 billion at
December 31, 1993, down from $30.1 billion and $33.7 billion at December
31, 1992 and 1991, respectively. The decline in receivables managed
primarily reflects the downsizing of the Company's nonautomotive
operations.
Receivables serviced for others primarily represent sold receivables which
the Company services for a fee. Receivables serviced for others totaled
$19.4 billion at December 31, 1993, compared to $18.3 billion and $18.4
billion at December 31, 1992 and 1991, respectively. The increase in
receivables serviced for others reflects higher levels of automotive sold
receivables, partially offset by the downsizing of nonautomotive
operations.
The Company's total allowance for credit losses, including receivables sold
subject to limited recourse provisions, totaled $494 million, $573 million
and $557 million at December 31, 1993, 1992 and 1991, respectively. The
total allowance for credit losses as a percentage of related finance
receivables outstanding was 1.78%, 1.94% and 1.74% at December 31, 1993,
1992 and 1991, respectively. The decline in credit loss reserve levels is
a result of nonautomotive asset sales and an improvement in automotive
credit loss experience.
Total assets at December 31, 1993 declined to $14.4 billion from $17.5
billion at December 31, 1992. Total debt outstanding at December 31, 1993
was $8.4 billion compared to $11.8 billion at December 31, 1992. The
Company's debt-to-equity ratio declined to 2.69 to 1 at December 31, 1993
compared to 3.92 to 1 at December 31, 1992. The decline in total assets,
total debt and the debt-to-equity ratio reflects the downsizing of the
Company and the use of nonautomotive asset sale proceeds to reduce the
Company's outstanding indebtedness.
Results of Operations
Earnings before income taxes and cumulative effect of changes in accounting
principles for 1993 totaled $267 million, compared to $295 million and $402
million in 1992 and 1991, respectively. The decline in 1993 earnings
before income taxes and accounting changes from 1992 resulted largely from
higher borrowing costs incurred under the Company's revolving credit
agreements. The decline in 1992 earnings before accounting changes from
the prior year was primarily due to lower levels of earning assets and
increased borrowing costs incurred under the bank facilities, partially
offset by lower provisions for credit losses.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations (continued)
The Company's net earnings after accounting changes were $129 million, $231
million and $276 million in 1993, 1992 and 1991, respectively. Accounting
changes in 1993 and 1992 negatively impact the net earnings comparisons by $81
million. Net earnings for the year ended December 31, 1993 included
charges totaling $30 million from the implementation of Statement of
Financial Accounting Standards ("SFAS") No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", and SFAS No. 112, "Employers'
Accounting for Postemployment Benefits". Net earnings for the year ended
December 31, 1992 included a $51 million favorable adjustment from the
adoption of SFAS No. 109, "Accounting for Income Taxes".
Interest margin totaled $627 million in 1993, down 32 percent from 1992
primarily due to the sales of nonautomotive assets and higher average
effective cost of borrowings incurred under the Company's bank facilities.
Automotive financing income totaled $989 million in 1993, compared with
$1.1 billion in 1992 and $1.4 billion in 1991. The decline in automotive
financing income was primarily attributable to lower levels of earning
assets and declining interest rates.
Automotive financing volume totaled $59.8 billion in 1993, compared to
$46.6 billion and $41.5 billion in 1992 and 1991, respectively. The
increase in automotive financing volume over the last two years was largely
due to higher amounts of wholesale financing provided to automotive dealers.
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 over the last three years was as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
United States Penetration:
Retail 25% 24% 31%
Wholesale 75% 69% 68%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail 516 413 470
Wholesale 1,510 1,199 982
</TABLE>
Interest income from the Company's nonautomotive financing operations
totaled $429 million in 1993 compared with $841 million in 1992 and $1.2
billion in 1991. These nonautomotive operations had finance receivables
outstanding of $2.8 billion at December 31, 1993 compared with $5.3 billion
at December 31, 1992, and $7.2 billion at December 31, 1991. The decrease
in nonautomotive finance receivables outstanding was due primarily to the
downsizing of the Company's nonautomotive operations over the last two
years.
Despite improved credit ratings and lower market interest rates, the
Company's average effective cost of borrowings increased during 1993
compared to a year ago. This increase was primarily due to the
amortization of up-front fees and costs associated with its U.S. and
Canadian revolving credit agreements commencing in August 1992. The
decline in the Company's average effective cost of borrowings from 1991 to
1992 was primarily due to lower market interest rates.
<PAGE>
ITEM 7. 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>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Interest expense $ 791 $ 1,022 $ 1,446
Average borrowings $ 9,171 $13,096 $16,687
Average effective cost
of borrowings 8.62% 7.78% 8.67%
</TABLE>
Operating expenses for 1993 totaled $463 million, compared to $595 million
and $614 million in 1992 and 1991, respectively. The decline in operating
expenses over the last two years was primarily attributable to the
downsizing of the Company's nonautomotive operations and the containment of
certain automotive-related operating expenses.
The Company's provision for credit losses for 1993 totaled $216 million
compared to $309 million and $421 million in 1992 and 1991, respectively.
The lower provision for credit losses reflects improved automotive credit
loss experience and the downsizing of nonautomotive operations.
The Company's depreciation and other expenses totaled $194 million in 1993,
compared to $242 million and $231 million in 1992 and 1991, respectively.
The decline in depreciation and other expenses from 1992 to 1993 was
primarily attributable to the downsizing of nonautomotive operations.
Net credit loss experience, including net losses on receivables sold
subject to limited recourse provisions, for the years ended December 31,
1993, 1992 and 1991 was as follows:
<TABLE>
<CAPTION>
Net Credit Losses
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Automotive financing $109 $163 $218
Nonautomotive financing 88 147 141
Total $197 $310 $359
<CAPTION>
Net Credit Losses to Average
Gross Receivables Outstanding
1993 1992 1991
<S> <C> <C> <C>
Automotive financing .44% .68% .86%
Nonautomotive financing 1.73% 1.50% 1.19%
Total .66% .92% .97%
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Liquidity improved during 1993 due to an improved market perception of the
Company's creditworthiness, proceeds from sales of nonautomotive operations
and the achievement of investment grade credit ratings. The Company's
improved access to the debt markets enabled it to issue $2.3 billion of
term debt and increase the level of short-term notes outstanding (primarily
commercial paper) to $2.8 billion.
Receivable sales continued to be a significant source of funding during
1993 as the Company realized $7.8 billion of net proceeds from the sale of
automotive retail receivables, compared to $5.8 billion of net proceeds
from the sale of automotive and nonautomotive retail receivables for the
year ended December 31, 1992. In addition, revolving wholesale receivable
sale arrangements provided funding which aggregated $4.6 billion and $4.3
billion at December 31, 1993 and 1992, respectively.
During 1993 the Company realized $2.4 billion in aggregate cash proceeds
from the sale of substantially all of the net assets of the consumer and
inventory financing businesses of Chrysler First and the sale of certain
assets of Chrysler Capital.
At December 31, 1993, the Company had revolving credit facilities
aggregating $5.2 billion, consisting of contractually committed U.S. credit
lines of $4.7 billion expiring in August 1995, and $.5 billion of Canadian
credit lines expiring in December 1995. The Company had automotive
receivable sale agreements totaling $2.9 billion at December 31, 1993,
consisting of a $2.5 billion U.S. automotive receivable sale agreement (of
which $1.25 billion expires in September 1994 and $1.25 billion expires in
September 1996), and a $.4 billion Canadian receivable sale agreement which
expires in December 1995. In addition, up to $750 million of the total
commitment under Chrysler's revolving credit agreement dated June 30, 1993
can be made available to the Company. As of December 31, 1993, none of the
revolving credit facilities or receivables sale agreements were utilized.
As of December 31, 1993, the Company had contractual debt maturities of
$4.1 billion in 1994 (including $2.8 billion of short-term notes), $.6
billion in 1995, $1.0 billion in 1996, $.2 billion in 1997, $.7 billion in
1998 and $1.8 billion in years thereafter.
The Company believes that cash provided by operations, receivable sales,
issuance of term debt, and issuance of commercial paper backed by unused
revolving credit facilities will provide sufficient liquidity in the
future.
New Accounting Standards
In May 1993, the Financial Accounting Standards Board ("FASB") 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 has
not yet determined the effect of this new pronouncement on its results of
operations and financial position. The Company plans to adopt SFAS No. 114
on or before January 1, 1995.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
New Accounting Standards (continued)
In May 1993, the FASB issued SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective for fiscal years
beginning after December 15, 1993. This accounting standard specifies the
accounting and reporting requirements for changes in the fair values of
investments in certain debt and equity securities. Based upon its initial
assessment, the Company believes that the implementation of this new
accounting standard will have an immaterial impact on its consolidated
operating results and financial position. The Company plans to adopt this
standard effective January 1, 1994, as required.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Chrysler Financial Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year Ended December 31,
Consolidated Statement of Net Earnings 1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Interest income (Notes 1, 2 and 11):
Automotive financing:
Retail $ 526 $ 669 $ 869
Wholesale and other 463 429 563
Nonautomotive financing 429 841 1,166
Total interest income 1,418 1,939 2,598
Interest expense (Note 6) (791) (1,022) (1,446)
Interest margin 627 917 1,152
Other revenues:
Servicing fee income 214 209 144
Insurance premiums earned (Note 7) 128 132 133
Investment and other income (Note 3) 279 295 346
Interest margin and other revenues 1,248 1,553 1,775
Costs and expenses:
Operating expenses 463 595 614
Provision for credit losses (Note 2) 216 309 421
Insurance losses and adjustment expenses
(Note 7) 108 112 107
Depreciation and other expenses 194 242 231
Total costs and expenses 981 1,258 1,373
Earnings before income taxes and cumulative
effect of changes in accounting principles 267 295 402
Provision for income taxes (Note 8) 108 115 126
Earnings before cumulative effect of changes
in accounting principles 159 180 276
Cumulative effect of changes in accounting
principles (Notes 8 and 12) (30) 51 -
Net Earnings $ 129 $ 231 $ 276
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
<TABLE>
<CAPTION>
Consolidated Balance Sheet
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Assets (Notes 1 and 6):
Finance receivables - net (Note 2) $ 8,659 $ 9,638
Retained interests in sold receivables and other
related amounts - net (Notes 2 and 3) 3,738 3,321
Total finance receivables and retained
interests - net 12,397 12,959
Nonautomotive assets held for sale (Note 4) - 2,393
Cash and cash equivalents 265 433
Marketable securities (Note 5) 348 333
Dealership properties leased - net 423 454
Equipment leased to others - net 176 333
Repossessed collateral 269 192
Other assets 524 451
Total Assets $14,402 $17,548
Liabilities:
Debt (Note 6) $ 8,435 $11,752
Accounts payable, accrued expenses and other 1,298 1,270
Amounts due to affiliated companies (Note 11) 24 35
Deferred income taxes (Note 8) 1,514 1,493
Total Liabilities 11,271 14,550
Commitments and contingent liabilities
(Notes 3 and 9)
Shareholder's Investment (Notes 6 and 10):
Common stock - par value $100 a share:
Authorized, issued and outstanding 250,000 shares 25 25
Additional paid-in capital 1,168 1,168
Net earnings retained for use in the business 1,938 1,805
Total Shareholder's Investment 3,131 2,998
Total Liabilities and Shareholder's Investment $14,402 $17,548
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year Ended December 31,
Consolidated Statement of Cash Flows 1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 129 $ 231 $ 276
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting
principles 30 (51) -
Gains from receivable sales (127) (146) (159)
Provision for credit losses 216 309 421
Depreciation, amortization and
write-off of intangibles 118 184 150
Change in deferred income taxes and income
taxes payable 35 (71) 206
Change in accounts payable, accrued
expenses and other 26 (219) (629)
Net cash provided by operating activities 427 237 265
Cash Flows From Investing Activities:
Acquisitions of finance receivables (58,034) (48,990) (44,216)
Collections of finance receivables 18,281 20,101 26,871
Proceeds from sales of nonautomotive assets 2,375 903 -
Proceeds from sales of receivables 40,105 31,039 21,262
Other (15) 126 (176)
Net cash provided by investing activities 2,712 3,179 3,741
Cash Flows From Financing Activities:
Change in short-term notes and affiliated
borrowings 2,428 13 (775)
Borrowings under revolving credit facilities:
Proceeds 4,792 43,917 68,050
Payments (10,716) (44,626) (67,658)
Proceeds from issuance of term debt 2,305 400 4
Repayment of term debt (2,108) (3,189) (3,232)
Redemption of preferred stock - (75) (210)
Other (8) 55 71
Net cash used in financing activities (3,307) (3,505) (3,750)
Change in cash and cash equivalents (168) (89) 256
Cash and cash equivalents at beginning of year 433 522 266
Cash and Cash Equivalents at End of Year $ 265 $ 433 $ 522
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Chrysler
Financial Corporation and its domestic and foreign subsidiaries (the
"Company"). All significant intercompany accounts and transactions have
been eliminated in consolidation. All of the Company's common shares are
owned by Chrysler Corporation (together with its subsidiaries, "Chrysler").
Prior years have been reclassified to conform with current year's
classifications.
Receivable Sales
The Company sells significant amounts of automotive receivables acquired,
in transactions subject to limited recourse provisions. The Company
generally sells its receivables to a trust and remains as servicer for
which it is paid a servicing fee. Normal servicing fees are earned on a
level yield basis over the remaining terms of the related sold finance
receivables. In a subordinated capacity, the Company retains excess
servicing cash flows, a limited interest in the principal balances of the
sold receivables and certain cash deposits provided as credit enhancements
for investors.
Gains or losses from the sale of retail receivables are recognized in the
period in which such sale occurs. In determining the gain or loss for each
qualifying sale of retail receivables, the investment in the sold
receivable pool is allocated between the portion sold and the portion
retained based on their relative fair values on the date of sale. The
receivables sold are removed from the balance sheet caption "Finance
receivables - net", and the Company's retained interests in such
receivables are included in "Retained interests in sold receivables and
other related amounts - net". Gains or losses are reflected in the
consolidated statement of net earnings under the caption, "Investment and
other income". Gains on sales of wholesale receivables are not material.
Income Recognition
Interest income from owned finance receivables is recognized using the
interest method. Lending fees and certain direct loan origination costs
are deferred and amortized to interest income using the interest method
over the contractual terms of the finance receivables. Interest accrued on
wholesale, certain lease financing and real estate receivables at the
balance sheet date, is included in finance receivables.
Recognition of interest income is generally suspended when a loan becomes
contractually delinquent for periods ranging from 60 to 90 days. Income
recognition is resumed when the loan becomes contractually current, at
which time all past due interest income is recognized.
Property and casualty premiums are earned on a straight-line basis over the
term of their respective policies.
Lease Transactions
Leasing operations consist of direct finance leases of vehicles and other
equipment, leveraged leases of major equipment and real estate and
operating leases, all of which are accounted for in accordance with the
classification of the leases. The related revenue is recorded as interest
income. Dealership properties leased to others are stated at cost less
accumulated depreciation of $116 million in 1993 and $108 million in 1992.
Equipment leased to others is stated at cost less accumulated depreciation
of $164 million in 1993 and $190 million in 1992.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
Allowance for Credit Losses
An allowance for credit losses is generally established during the period
in which receivables are acquired. The allowance for credit losses is
maintained at a level deemed appropriate based primarily on loss
experience. Other factors affecting collectibility are also evaluated, and
appropriate adjustments are recorded. Retail automotive receivables not
supported by a dealer guaranty are charged to the allowance for credit
losses net of the estimated value of repossessed collateral at the time of
repossession. Nonautomotive finance receivables are reduced to the
estimated fair value of collateral when determined to be uncollectible.
Cash Equivalents
Temporary investments of excess borrowed funds with a maturity of less than
three months when purchased are considered to be cash equivalents.
Marketable Securities
Marketable securities, owned by the Company's insurance subsidiaries and
generally held to maturity, are carried at cost, adjusted for amortized
premium or discount on bonds, plus accrued interest.
Repossessed Collateral
Repossessed collateral is carried at the lower of fair value less estimated
selling expenses, or cost. Repossessed collateral carrying costs and gains
or losses from disposition of such assets are recognized in the period
incurred. Real estate owned is carried at the lower of fair value less
estimated selling expenses, or cost. Fair value for real estate owned is
determined by appraisal. Other factors affecting collectibility are also
evaluated, and appropriate adjustments are recorded.
Term Debt and Revolving Credit Fees and Costs
Term debt commissions and expenses are amortized over the life of the
related debt issue in relation to the outstanding principal balances. Up-
front fees and costs incurred in connection with revolving credit
facilities are deferred and amortized over the expected term of the
facilities in relation to commitments outstanding.
Costs in Excess of Net Assets Acquired
Costs in excess of net assets acquired are being amortized on a straight-
line basis over the remaining term of 14 years. The amount of unamortized
goodwill included in "Other Assets" was $15 million and $23 million at
December 31, 1993 and 1992, respectively.
Off-Balance-Sheet Financial Instruments
The Company enters into various interest rate exchange agreements to reduce
its exposure to fluctuations in interest rates as part of its asset and
liability management program. Net interest differentials to be paid or
received related to interest rate exchange agreements are accrued and
included as an adjustment to interest expense.
The Company enters into foreign currency swap agreements to hedge exposure
to debt obligations which call for repayment of principal and interest in
currency other than U.S. or Canadian dollars. The underlying debt
obligations are translated in the accompanying consolidated balance sheet
at the contractual rate of exchange in the respective foreign currency swap
agreement.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Automotive:
Retail $3,536 $3,797
Wholesale and other 2,520 2,752
Total automotive 6,056 6,549
Nonautomotive 2,803 3,328
Total finance receivables 8,859 9,877
Less allowance for credit losses (200) (239)
Total finance receivables - net $8,659 $9,638
</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>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Cash and investments $ 586 $ 526
Senior interests in wholesale receivables 967 562
Subordinated interests in receivables 1,783 1,751
Excess servicing 200 231
Other restricted and securitized assets 496 484
Less allowance for credit losses (294) (233)
Total retained interests in sold receivables
and other related amounts - net $3,738 $3,321
</TABLE>
Changes in the allowance for credit losses, including receivables sold
subject to limited recourse and amounts related to "Nonautomotive assets
held for sale" at December 31, 1992, were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Balance at beginning of year $573 $557 $477
Provision for credit losses 216 309 421
Net credit losses (197) (310) (359)
Adjustments related to nonautomotive asset sales (79) - -
Other adjustments (19) 17 18
Balance at end of year $494 $573 $557
</TABLE>
Nonearning finance receivables, including receivables sold subject to
limited recourse, totaled $333 million and $735 million, at year end 1993
and 1992, respectively, which represented 1.21 percent and 2.49 percent of
such receivables outstanding, respectively.
In May 1993, the Financial Accounting Standards Board ("FASB") 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 has
not yet determined the effect of this new pronouncement on its results of
operations and financial position. The Company plans to adopt SFAS No. 114
on or before January 1, 1995.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests - continued
Contractual maturities of total finance receivables at December 31, 1993
were as follows:
<TABLE>
<CAPTION>
Automotive Nonautomotive Total
---------- ------------- -----
(in millions of dollars)
<S> <C> <C> <C>
Past due installments $ 62 $ 25 $ 87
Due in year ending December 31:
1994 3,677 275 3,952
1995 1,207 214 1,421
1996 541 202 743
1997 325 188 513
1998 195 181 376
Thereafter 49 1,718 1,767
Total finance receivables $6,056 $2,803 8,859
Less allowance for credit losses (200)
Total finance receivables - net $ 8,659
</TABLE>
Actual cash flow experience will vary from contractual cash flows due to
future receivable sales and prepayments.
The Company's investment in automotive and nonautomotive direct financing
leases included in "Finance receivables - net" was as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Aggregate future lease payments $403 $519
Estimated residual values 186 373
Less unearned income (173) (202)
Net investment in direct financing leases $416 $690
</TABLE>
The Company's investment in leveraged leases included in "Finance
receivables - net" and related deferred income taxes, was as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Rentals receivable (net of principal
and interest on non-recourse debt) $1,425 $1,527
Estimated residual values 834 858
Less: Unearned income (604) (655)
Deferred investment tax credits (96) (108)
Net receivable 1,559 1,622
Less deferred income taxes (1,377) (1,300)
Net investment in leveraged leases $ 182 $ 322
</TABLE>
In accordance with Statement of Financial Accounting Standards (SFAS) No.
13, "Accounting for Leases", the Company revised its calculations of
leveraged lease cash flows to adjust for the enacted tax rate increase in
1993. This change (a) increased earnings before income taxes by $9
million, and (b) increased the provision for income taxes by $20 million,
primarily due to the adjustment of the associated net deferred tax
liabilities (see Note 8 - Income Taxes).
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 3 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables were as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Automotive:
Retail $12,027 $10,081
Wholesale 6,356 5,438
Nonautomotive 449 593
Total $18,832 $16,112
</TABLE>
Gains or losses from the sales 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 $127 million, $146 million and
$159 million for the years ended December 31, 1993, 1992 and 1991,
respectively. The provision for credit losses related to such sales
amounted to $135 million, $137 million and $167 million for the years ended
December 31, 1993, 1992 and 1991, respectively.
Note 4 - Nonautomotive Assets Held for Sale
During the first quarter of 1993, the Company realized cash proceeds of
$2.3 billion and a note receivable of approximately $.1 billion from the
sales of certain nonautomotive assets which had been classified as
"Nonautomotive assets held for sale" in the Company's consolidated balance
sheet at December 31, 1992. Proceeds from these sales approximated the net
carrying values of the assets sold, and were used to reduce the Company's
outstanding indebtedness.
Note 5 - Marketable Securities
Marketable securities held by the Company's insurance subsidiaries were as
follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------
1993 1992
-------------- ---------------
Market Market
Cost Value Cost Value
---- ------ ---- ------
(in millions of dollars)
<S> <C> <C> <C> <C>
Bonds - Corporate/Public Utility $100 $104 $ 94 $ 97
State/Municipal 14 14 10 10
114 118 104 107
Government securities - United States and Canada 199 202 193 199
Preferred stocks 9 9 5 5
Short-term notes 26 26 31 31
Total marketable securities $348 $355 $333 $342
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 6 - Debt
Short-term notes outstanding at December 31, 1993 had an average remaining
term of 40 days. Average effective cost of borrowings were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------
1993 1992
-------------------------- ---------------------------
Bank Bank
Borrowings Borrowings
and and
Short-term Term Total Short-term Term Total
Notes Debt Debt Notes Debt Debt
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Average effective cost of borrowings:
United States operations 8.1% 8.0% 8.0% 5.7% 9.0% 7.3%
Consolidated operations 8.2% 8.8% 8.6% 5.9% 9.7% 7.8%
</TABLE>
Debt outstanding at December 31, 1993 and 1992 was as follows:
<TABLE>
<CAPTION>
Weighted Average
Interest Rates* at December 31,
Maturity December 31, 1993 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Short-term notes placed primarily
in the open market:
United States $ 2,513 $ 351
Canada 259 1
Total short-term notes (primarily
commercial paper) 2,772 352
Bank borrowings under revolving
credit facilities:
United States - 5,705
Canada - 219
Total bank borrowings - 5,924
Senior term debt:
United States, due
1993 - 719
1994 9.0% 813 1,010
1995 5.3% 574 142
1996 5.3% 1,053 343
1997 5.2% 197 98
1998 6.0% 696 -
Thereafter 9.1% 1,766 1,898
Total United States 5,099 4,210
Canada, due 1993-1996 12.3% 42 226
Less unamortized discount 2 -
Total senior term debt 5,139 4,436
Subordinated term debt - United
States:
Senior due 1993-1995 5.5% 77 420
Junior subordinated - 165
Total subordinated 77 585
Mexico borrowings and other 447 455
Total debt $ 8,435 $11,752
<FN>
*The weighted average interest rates, including the effects of interest
rate exchange agreements, have been calculated on the basis of rates in
effect at December 31, 1993 on $976 million of variable rate debt,
including $926 million senior and $50 million subordinated term debt.
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 6 - Debt - continued
Interest paid by the Company for the years ended December 31, 1993, 1992
and 1991 amounted to $847 million, $1,250 million and $1,536 million,
respectively.
The Company has contractual debt maturities of $4.1 billion in 1994
(including $2.8 billion of short-term notes), $.6 billion in 1995, $1.0
billion in 1996, $.2 billion in 1997, $.7 billion in 1998 and $1.8 billion
in years thereafter.
Interest rate exchange agreements have been entered into with major
financial institutions, which are expected to fully perform under the terms
of the agreements. While these agreements are generally used as hedges and
are matched with specific financial instruments, they do involve a degree
of interest rate risk. At December 31, 1993, the notional amount of the
Company's portfolio of interest rate exchange agreements totaled $1,524
million. While notional amount is used to measure the volume of these
agreements, it does not represent exposure to credit loss.
The terms of the Company's foreign currency swap agreements provide for
payment of foreign currency principal and interest obligations in U.S. or
Canadian dollars based on the contractual exchange rate in the respective
agreement. As a result, the underlying debt obligations are recorded at
the contractual rate totaling $535 million at December 31, 1993. If the
debt obligations had been translated at the various exchange rates in
effect at December 31, 1993, the recorded amount would have been $121
million higher.
Credit Facilities
At December 31, 1993, the Company had credit facilities aggregating $5.2
billion, consisting of contractually committed U.S. credit lines of $4.7
billion expiring in August 1995, and $.5 billion of Canadian credit lines
expiring in December 1995. At December 31, 1993, the Company had no
borrowings outstanding under either of these credit facilities.
The Company's U.S. revolving credit facility grants security interests in
substantially all of the Company's U.S. assets and contains restrictive
covenants including restrictions that effectively prevent payment of cash
dividends to Chrysler.
At December 31, 1993, the Company had automotive receivable sale agreements
totaling $2.9 billion, consisting of a $2.5 billion U.S. automotive
receivable sale agreement (of which $1.25 billion expires in September 1994
and $1.25 billion expires in September 1996), and a $.4 billion Canadian
receivable sale agreement which expires in December 1995. At December 31,
1993, none of the Company's receivable sale agreements were utilized.
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement dated June 30, 1993 can be made available to the
Company. As of December 31, 1993, no borrowings were outstanding under
this agreement.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 7 - Reinsurance Arrangements
The Company enters into various reinsurance contracts with other insurance
enterprises or reinsurers to reduce the losses that may arise from
catastrophes or other events. Reinsurance contracts do not relieve the
Company from its obligations to policyholders. Failure of reinsurers to
fulfill their obligations could result in losses to the Company.
The amounts reported as "Insurance premiums earned" are net of related
ceded reinsurance premiums of $46 million, $36 million and $39 million for
the years ended December 31, 1993, 1992 and 1991, respectively. Amounts
reported as "Insurance losses and adjustment expenses" are net of related
reinsurance loss and loss adjustment expenses of $38 million, $35 million
and $33 million for the years ended December 31, 1993, 1992 and 1991,
respectively.
Included in "Accounts payable, accrued expenses and other" are net unearned
insurance premiums and net reserves for insurance losses and adjustment
expenses as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Direct and assumed unearned premiums $ 69 $ 84
Reinsurance ceded (9) (2)
Net unearned premiums $ 60 $ 82
<CAPTION>
December 31,
1993 1992
(in millions of dollars)
<S> <C> <C>
Direct and assumed reserve for insurance losses
and adjustment expenses $221 $192
Reinsurance ceded (48) (40)
Net reserve for insurance losses and adjustment expenses $173 $152
</TABLE>
Note 8 - Income Taxes
Chrysler Financial Corporation and its U.S. subsidiaries are included in
Chrysler's consolidated U.S. income tax returns. The Company's provision
for income taxes is determined on a separate return basis. Under the Tax
Sharing Agreement between the Company and Chrysler, U.S. income taxes have
been settled substantially without regard to alternative minimum tax or
limitations on utilization of net operating losses and foreign tax credits.
Effective January 1, 1992, the Company adopted SFAS No. 109, "Accounting
for Income Taxes." This Statement mandates use of the liability method of
accounting for deferred income taxes. The principal difference between the
liability method and the method previously used is that under the liability
method deferred tax assets and liabilities are adjusted to reflect changes
in statutory tax rates, as income adjustments, in the period such changes
are enacted. At January 1, 1992, the adjustment of deferred tax assets and
liabilities resulted in a favorable cumulative effect of the change in
accounting principle of $51 million.
Income taxes paid (recovered) by the Company for the years ended December
31, 1993, 1992 and 1991 amounted to $82 million, $172 million and $(55)
million, respectively. Included in these amounts are taxes paid
(recovered) from Chrysler under the Tax Sharing Agreement of $66 million,
$130 million and $(83) million, in 1993, 1992 and 1991, respectively.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 8 - Income Taxes - continued
The provision for income taxes in the consolidated statement of net
earnings includes the following:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Current tax expense (credit):
United States $ 61 $130 $(84)
State and local 3 6 (10)
Foreign 13 20 15
Total current tax expense (credit) 77 156 (79)
Deferred tax (credit) expense:
United States (2) (43) 183
State and local 11 5 19
Foreign - (3) 3
Total deferred tax expense (credit) 9 (41) 205
Effect of restating deferred taxes for
enacted U.S. tax rate increase including
leveraged leases (Note 2) 22 - -
Total provision for income taxes $108 $115 $126
</TABLE>
The provision for income taxes differs from the amount of income tax
determined by applying the U.S. statutory income tax rate to earnings
before income taxes and cumulative effect of changes in accounting
principles, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Tax at U.S. statutory rate $ 93 $101 $137
State and local income taxes 9 7 6
Amortization of investment tax credits (2) (5) (9)
Income not subject to taxes (2) (4) (8)
Purchase accounting adjustments (5) 19 7
Leveraged lease rate adjustments (8) (5) (12)
Rate adjustment of U.S. deferred tax
assets and liabilities 22 - -
Other 1 2 5
Total provision for income taxes $108 $115 $126
Effective tax rate 40.5% 39.0% 31.3%
Statutory tax rate 35.0% 34.0% 34.0%
</TABLE>
The tax effected temporary differences which comprise deferred tax assets
and liabilities were as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
----------------- -----------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
-------- ----------- ---------- -----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Provision for losses $161 $ - $170 $ -
Leasing transactions - 1,611 - 1,597
State and local taxes - 85 - 82
Postretirement benefits other
than pensions 17 - - -
Other 62 58 60 44
Total $240 $1,754 $230 $1,723
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 9 - Commitments and Contingent Liabilities
Various legal actions are pending against Chrysler Financial Corporation
and certain of its subsidiaries, some of which seek damages in large or
unspecified amounts and other relief. The Company believes each proceeding
constitutes routine litigation encountered in the normal course of
business. Although the amount of liability at December 31, 1993 with
respect to such matters cannot be determined, the Company believes the
ultimate resolution of these matters will not have a material adverse
effect on the Company's consolidated financial position. The Company
believes that it has established reserves in an amount sufficient to cover
any losses that may arise as a result of this litigation.
The Company is obligated under terms of noncancelable operating leases for
the majority of its office facilities and equipment, as well as for a
number of dealership facilities which are subleased to Chrysler-authorized
automotive dealers. These leases are generally renewable and provide that
certain expenses related to the properties are to be paid by the lessee.
Future minimum lease commitments under the aforementioned leases with
remaining terms in excess of one year are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions of dollars)
<S> <C>
1994 $ 48
1995 42
1996 38
1997 33
1998 25
Thereafter 100
Total $286
</TABLE>
Future minimum lease commitments have not been reduced by minimum sublease
rentals of $210 million due in the future under noncancelable subleases.
Rental expense for operating leases for the years ended December 31, 1993,
1992 and 1991 was $58 million, $69 million and $74 million, respectively.
Sublease rentals of $42 million were received in 1993, 1992 and 1991.
Chrysler currently has an unfunded pension obligation. In the event that
termination liabilities with respect to Chrysler's pension plans are
incurred, such liabilities would be the joint and several responsibilities
of Chrysler and certain of its affiliated entities, including the Company
and its subsidiaries. In the judgment of Chrysler's management, the
possibility is remote that termination liabilities with respect to
Chrysler's pension plans will be incurred in the foreseeable future.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 10 - Shareholder's Investment
Shareholder's Investment is summarized as follows:
<TABLE>
<CAPTION>
Net Earnings
Additional Retained for Total
Preferred Common Paid-in Use in the Shareholder's
Stock Stock Capital Business Investment
--------- ------ -------- ---------- -------------
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Balance - December 31, 1990 $ 285 $ 25 $1,168 $1,311 $2,789
Net earnings - - - 276 276
Preferred stock redeemed (210) - - - (210)
Preferred stock dividends - - - (14) (14)
Minimum pension liability
in excess of unrecognized
prior service cost - - - 1 1
Balance - December 31, 1991 75 25 1,168 1,574 2,842
Net earnings - - - 231 231
Preferred stock redeemed (75) - - - (75)
Preferred stock dividends - - - (1) (1)
Minimum pension liability
in excess of unrecognized
prior service cost - - - 1 1
Balance - December 31, 1992 - 25 1,168 1,805 2,998
Net earnings - - - 129 129
Minimum pension liability
in excess of unrecognized
prior service cost - - - 4 4
Balance - December 31, 1993 $ - $ 25 $1,168 $1,938 $3,131
</TABLE>
Note 11 - Transactions with Affiliates
Since 1968, the Company has had an Income Maintenance Agreement with
Chrysler. The agreement provides for payments to maintain the Company's
required coverage of earnings available for fixed charges at 110 percent.
No payments were required pursuant to the Income Maintenance Agreement for
1993, 1992 or 1991.
Gains and losses from translating assets and liabilities outside the United
States to United States dollar equivalents are credited or charged to
Chrysler in accordance with an agreement indemnifying the Company against
losses incurred as a result of foreign risks. Pursuant to this agreement
Chrysler was charged $10 million in 1993, $20 million in 1992 and was not
charged in 1991.
During 1993, the Company had short-term borrowings aggregating $500 million
from Chrysler. All of these borrowings, including $11 million of interest
expense, were repaid during the year.
Certain business arrangements exist providing for guarantees from Chrysler
to the Company. Pursuant to these arrangements the Company received $8
million, $56 million and $59 million in 1993, 1992 and 1991, respectively.
Pursuant to an agreement between Chrysler and Chrysler Realty, the Company
received fees of $25 million in 1993, and $28 million in 1992 and 1991.
The fees include charges for administrative services rendered in the
management of dealership land and facilities, reimbursement of holding
costs on vacant facilities, reimbursement of charges by the Company to
dealer tenants for rent in amounts less than the Company pays as rent on
certain leased facilities and for rent in amounts less than current market
rent on certain owned facilities.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 11 - Transactions with Affiliates - continued
The Company provides financing related to programs sponsored by Chrysler
for the sale and lease of Chrysler vehicles. Under these programs,
interest rate differentials received from Chrysler are earned on a level
yield basis over the term of the receivables, or if the related receivables
are sold, unearned amounts are included in the calculation of gains or
losses from the sale of retail receivables. In addition, the Company
provides secured financing to Chrysler in the normal course of business.
At December 31, 1993, $1,866 million was outstanding under these
agreements.
Note 12 - Employee Benefit Plans
The Company's retirement programs include pension plans providing
noncontributory benefits and contributory benefits. The noncontributory
pension plans cover substantially all employees of Chrysler Financial
Corporation and certain of its consolidated subsidiaries.
Chrysler Financial Corporation and certain of its consolidated subsidiaries
provide benefits based on a fixed rate for each year of service.
Additionally, contributory benefits and supplemental noncontributory
benefits are provided to substantially all salaried employees of Chrysler
Financial Corporation and certain of its consolidated subsidiaries under
the Salaried Employees' Retirement Plan. This plan provides contributory
benefits based on the employee's cumulative contributions and a
supplemental noncontributory benefit based on years of service and the
employee's average salary during the consecutive five years in which salary
was highest in the fifteen years preceding retirement.
Annual payments to the pension trust fund for U.S. plans are in compliance
with the Employee Retirement Income Security Act ("ERISA") of 1974, as
amended. All pension trust fund assets and income accruing thereon are
used solely to administer the plan and pay pension benefits. Plan assets
are invested in a diversified portfolio that primarily consists of equity
and debt securities. Plan assets at December 31, 1993 include 230,437
shares of Chrysler common stock.
Net pension cost was $7 million for 1993, and was $8 million for 1992 and
1991.
The Company provides health and life insurance benefits to substantially
all of its U.S. and Canadian employees. Upon retirement from the Company,
employees may become eligible for continuation of these benefits. However,
benefits and eligibility rules may be modified periodically. Prior to
1993, the expense recognized for these benefits was based primarily on cash
expenditures for the period. 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. This one-time charge represented the immediate recognition of the
OPEB transition obligation of $45 million, partially offset by $16 million
of estimated tax benefits. The OPEB transition obligation is the aggregate
amount that would have been accrued in the years prior to the adoption of
SFAS No. 106 had this standard been in effect for those years.
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.
Effective January 1, 1993, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." This statement requires the
accrual of benefits provided to former or inactive employees after
employment but prior to retirement. Prior to 1993, the Company accrued for
certain of these benefits at the time an employee's active service ended or
expensed the benefit on the basis of cash expenditures. Adoption of this
accounting standard resulted in the recognition of an after-tax charge of
$1 million for the cumulative effect of this change in accounting
principle. Adoption of SFAS No. 112 is not expected to materially increase
annual expense recognized for these benefits, and there will be no cash
impact.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated
fair value amounts have been determined by the Company, using available
market information and valuation methodologies as described below.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The use of different market
assumptions or valuation methodologies may have a material effect on the
estimated fair value amounts.
The carrying amounts and estimated fair values of the Company's financial
instruments were as follows:
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
-------------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- -------- -------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Balance Sheet financial instruments:
Marketable securities $ 348 $ 355 $ 333 $ 342
Finance receivables - net(1)(2) $ 6,684 $ 6,704 $ 7,326 $ 7,346
Retained interests in sold receivables
and other related amounts - net $ 3,738 $ 3,796 $ 3,321 $ 3,378
Debt(3)(4) $ 8,420 $ 8,704 $11,735 $11,871
<CAPTION>
December 31, 1993 December 31, 1992
------------------------- -------------------------
Unrealized Unrealized
Contract or Gains Contract or Gains
Notional Amount (Losses) Notional Amount (Losses)
--------------- -------- --------------- --------
(in millions of dollars)
<S> <C> <C> <C> <C>
Off-balance sheet financial
instruments:
Interest rate swaps and
interest rate caps $ 1,524 $ (45) $ 2,265 $ (14)
Foreign currency swap
agreements $ 535 $ 145 $ 750 $ 213
<FN>
(1) The carrying value of finance receivables excludes approximately
$1,975 million and $2,312 million of direct finance and leveraged
leases classified as "Finance receivables - net" in the Company's
Consolidated Balance Sheet at December 31, 1993 and 1992,
respectively.
(2) December 31, 1993 and 1992 includes approximately $3,405 million and
$4,702 million, respectively, of finance receivables which reprice
monthly at current market rates. The carrying value of these finance
receivables approximates fair value.
(3) The carrying value of debt excludes approximately $15 million and $17
million of obligations under capital leases at December 31, 1993 and
1992, respectively.
(4) The carrying amount and fair value of debt is presented net of the
foreign currency swap agreements.
</TABLE>
The carrying value of cash and cash equivalents and accounts payable
approximates market value due to the short maturity of these instruments.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments - continued
The methods and assumptions used to estimate the fair value of financial
instruments (excluding those financial instruments held for sale at
December 31, 1992) are summarized as follows:
Marketable Securities and Investments
The fair value of marketable securities was estimated using quoted market
prices.
Finance Receivables - net
The carrying value of variable rate finance receivables was assumed to
approximate fair value since they are priced at current market rates. The
fair value of fixed rate finance receivables was estimated by discounting
expected cash flows using rates at which loans of similar maturities would
be made as of December 31, 1993 and 1992, respectively.
Retained Interests in Sold Receivables and Other Related Amounts - Net
The fair values of excess servicing cash flows and other subordinated
amounts due the Company arising from receivable sale transactions were
estimated by discounting expected cash flows.
Total Debt
The fair value of public debt was estimated using quoted market prices.
The fair value of other long-term debt was estimated by discounting cash
flows.
Interest Rate Swaps and Interest Rate Caps
The fair value of the Company's existing interest rate swaps and interest
rate caps was estimated by discounting net cash flows using quoted market
interest rates.
Foreign Currency Swap Agreements
The estimated fair value of the Company's existing foreign currency swap
agreements was derived by discounting expected cash flows using market
exchange rates and relative market interest rates over the remaining term
of the swap.
The fair value estimates presented herein are based on pertinent
information available as of the date of the consolidated balance sheet.
Although management is not aware of any factors that would significantly
affect the estimated fair value amounts, such amounts have not been
revalued since the date of the consolidated balance sheet and, therefore,
current estimates of fair value may differ significantly from the amounts
presented herein.
Note 14 - Revenues, Earnings and Assets by Business Segment and
Geographical Area
The Company provides financing and insurance products and services through
the following major operating subsidiaries: Chrysler Credit Corporation -
automotive retail, wholesale and fleet financing; Chrysler Capital
Corporation - servicing commercial loans and leases; Chrysler First, Inc. -
secured small business financing; Chrysler Insurance Company - property,
casualty and other insurance; Chrysler Realty Corporation - automotive
dealership facility development and management.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 14 - Revenues, Earnings and Assets by Business Segment and
Geographical Area - continued
Revenues, earnings and assets of finance and insurance operations are as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Interest income and other revenues:
Finance operations $ 1,878 $ 2,412 $ 3,053
Insurance operations 161 163 168
Consolidated interest income and
other revenues $ 2,039 $ 2,575 $ 3,221
Earnings before income taxes:
Operating earnings:
Finance operations $ 257 $ 310 $ 393
Insurance operations 18 14 18
275 324 411
Amortization of costs in excess of
book value of companies acquired (8) (29) (9)
Consolidated earnings before income taxes $ 267 $ 295 $ 402
<CAPTION>
December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Assets:
Finance operations $14,021 $17,164 $20,912
Insurance operations 381 384 368
Consolidated assets $14,402 $17,548 $21,280
</TABLE>
Revenues, earnings and assets by geographical area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Interest income and other revenues:
United States $ 1,854 $ 2,346 $ 2,936
Canada 84 137 203
Mexico 101 92 82
Consolidated interest income
and other revenues $ 2,039 $ 2,575 $ 3,221
Earnings before income taxes:
United States $ 236 $ 251 $ 355
Canada 13 29 36
Mexico 18 15 11
Consolidated earnings before income taxes $ 267 $ 295 $ 402
<CAPTION>
December 31,
1993 1992 1991
(in millions of dollars)
<S> <C> <C> <C>
Assets:
United States $13,410 $16,440 $19,647
Canada 515 670 1,273
Mexico 477 438 360
Consolidated assets $14,402 $17,548 $21,280
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 15 - Selected Quarterly Financial Data - Unaudited
Selected quarterly financial data for the years ended December 31, 1993
and 1992 are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1993
First Second Third Fourth
Quarter Quarter Quarter Quarter
(in millions of dollars)
<S> <C> <C> <C> <C>
Total interest income $368 $354 $354 $342
Interest expense $219 $208 $186 $178
Interest margin and other revenues $292 $324 $321 $311
Provision for credit losses $ 46 $ 66 $ 57 $ 47
Provision for income taxes $ 13 $ 18 $ 42* $ 35
Earnings before cumulative
effect of changes in
accounting principles $ 37 $ 44 $ 22 $ 56
Cumulative effect of changes in
accounting principles $(30) $ - $ - $ -
Net earnings $ 7 $ 44 $ 22 $ 56
<FN>
*Includes $25 million for increase in statutory tax rate
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1992
First Second Third Fourth
Quarter Quarter Quarter Quarter
(in millions of dollars)
<S> <C> <C> <C> <C>
Total interest income $531 $491 $471 $446
Interest expense $277 $248 $244 $253
Interest margin and other revenues $398 $395 $391 $369
Provision for credit losses $ 71 $ 71 $ 84 $ 83
Provision for income taxes $ 29 $ 39 $ 29 $ 18
Earnings before cumulative effect
of change in accounting principle $ 60 $ 49 $ 45 $ 26
Cumulative effect of change in
accounting principle $ 51 $ - $ - $ -
Net earnings $111 $ 49 $ 45 $ 26
</TABLE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Responsibility for Financial Reporting
The Company's management is responsible for preparing the financial
statements and other financial information in this Annual Report. This
responsibility includes maintaining the integrity and objectivity of
financial data and the presentation of the Company's results of operations
and financial position in accordance with generally accepted accounting
principles. The financial statements include amounts that are based on
management's best estimates and judgments.
The Company's financial statements have been audited by Deloitte &
Touche, independent auditors. Their audits were conducted in accordance
with generally accepted auditing standards and included consideration of
the internal control system and tests of transactions as part of planning
and performing their audits.
The Company maintains a system of internal controls throughout its
operations that provides reasonable assurance that its records reflect its
transactions in all material respects and that significant misuse or loss
of assets will be prevented. Management believes the Company's system of
internal controls is adequate to accomplish these objectives on a
continuous basis. The Company maintains a strong internal auditing program
that independently assesses the effectiveness of the internal controls and
recommends possible improvements. Management has considered the internal
auditors' and Deloitte & Touche's recommendations concerning the Company's
system of internal controls and has taken appropriate actions to respond to
these recommendations.
The Board of Directors of Chrysler Corporation, acting through its
Audit Committee composed solely of nonemployee directors, is responsible
for determining that management fulfills its responsibilities in the
preparation of financial statements and the maintenance of internal
controls. In fulfilling its responsibility, the Audit Committee recommends
independent auditors to the Board of Directors for appointment by the
shareholders of Chrysler Corporation. The Audit Committee also reviews the
Company's consolidated financial statements and adequacy of internal
controls. The Audit Committee meets regularly with management, the
internal auditors and the independent auditors. Both the independent
auditors and the internal auditors have full and free access to the Audit
Committee, without management representatives present, to discuss the
results of their audits and their views on the adequacy of internal
controls and the quality of financial reporting.
It is the business philosophy of the Company to obey the law and to
require that its employees conduct their activities according to the
highest standards of business ethics. This responsibility is characterized
and reflected in various policies of the Company. A systematic program is
maintained to assess compliance with these policies.
/s/ John P. Tierney /s/ Timothy P. Dykstra
John P. Tierney Timothy P. Dykstra
Chairman of the Board Vice President and Controller
<PAGE>
INDEPENDENT AUDITORS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and
consolidated subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of net earnings and cash flows for each of the
three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Chrysler Financial Corporation and
consolidated subsidiaries as of December 31, 1993 and 1992, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1993 in conformity with generally accepted
accounting principles.
As discussed in the notes to the consolidated financial statements, the
Company has adopted recently issued Statements of Financial Accounting
Standards and, accordingly, changed its methods of accounting for
postretirement benefits other than pensions and postemployment benefits in
1993, and its method of accounting for income taxes in 1992.
/s/ DELOITTE & TOUCHE
Detroit, Michigan
January 18, 1994
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(Omitted in accordance with General Instruction J.)
ITEM 11. EXECUTIVE COMPENSATION
(Omitted in accordance with General Instruction J.)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Omitted in accordance with General Instruction J.)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Omitted in accordance with General Instruction J.)
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements filed as part of this Form 10-K are listed
under Part II, Item 8 of this Form 10-K.
2. Financial Statement Schedules
Independent Auditors' Report on Schedules (page 57 of Form 10-K)
Schedule VIII - Valuation and qualifying accounts and reserves
(page 58 of Form 10-K)
Schedule IX - Short-term borrowings (page 59 of Form 10-K)
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
Notes:
(A) Separate Company financial statements of Chrysler Financial
Corporation for the years ended December 31, 1992, 1991 and
1990 are omitted as not required under instructions contained
in Regulation S-X.
(B) Schedules other than those listed above have been omitted as
not required under instructions contained in Regulation S-X or
inapplicable.
3. Exhibits
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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
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 Indenture, dated as of June 1, 1985, 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 the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1985, and incorporated herein by reference.
4-B 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-C 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-D Copy of Indenture, dated as of June 1, 1985, between Chrysler
Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated
Debt Securities. Filed as Exhibit 4-B to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1985, and incorporated herein by reference.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
4-E 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-F 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-G 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-H 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-I 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-J 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-K 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
4-L 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-M 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-N 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-O 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-P 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-Q 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-R 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
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.
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 Amended and Restated Revolving Term Credit Facility,
dated as of January 17, 1993, among Chrysler Credit Canada
Ltd., as the Borrower, Chrysler Financial Corporation, as the
Guarantor, the several financial institutions parties thereto
and Royal Bank of Canada, as Agent Bank. Filed as Exhibit
10-G 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-H Copy of Standby Receivables Purchase Agreement, dated as of
January 17, 1993, among Chrysler Credit Canada, Ltd., Chrysler
Financial Corporation, Royal Bank of Canada and the several
other financial institutions parties thereto. Filed as
Exhibit 10-H 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 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-I Copy of Retail Purchase and Servicing Agreement dated as of
January 17, 1993 among Royal Bank of Canada, Chrysler Credit
Canada Ltd., Chrysler Financial Corporation and the several
other financial institutions parties thereto. Filed as
Exhibit 10-I 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-J Copy of Bank Series Supplement, dated as of January 17, 1993,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, the
several bank parties thereto and The Royal Trust Company, to
the Master Custodial and Servicing Agreement, dated as of
September 1, 1992. Filed as Exhibit 10-J 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-K Copy of Amendment dated as of December 1, 1992, to the Series
1992-1 Supplement dated as of February 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Security Pacific National Trust Company (New
York), as Trustee, with respect to DRAC Auto Loan Master
Trust. Filed as Exhibit 10-DDDD to the Annual Report of
Chrysler Financial on Form 10-K for the year ended December
31, 1992, and incorporated herein by reference.
10-L Copy of Series 1992-1 Supplement, dated as of February 1,
1992, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Security Pacific National
Trust Company (New York), as Trustee, with respect to DRAC
Auto Loan Master Trust. Filed as Exhibit 10-YYYY 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-M Copy of Series 1992-2 Supplement, dated as of December 1,
1992, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Security Pacific National
Bank (New York), as Trustee, with respect to DRAC Auto Loan
Master Trust. Filed as Exhibit 10-FFFF 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-N Copy of Pooling and Servicing Agreement, dated as of January
1, 1992, among Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and LaSalle National
Bank, as Trustee, with respect to CFC-16 Grantor Trust. Filed
as Exhibit 10-QQQQ to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1991,
and incorporated herein by reference.
10-O Copy of Standard Terms and Conditions of Agreement, dated as
of January 1, 1992, between Chrysler Auto Receivables Company,
as Seller, and Chrysler Credit Corporation, as Servicer, with
respect to CFC-16 Grantor Trust. Filed as Exhibit 10-RRRR to
the Annual Report of Chrysler Financial Corporation on From
10-K for the year ended December 31, 1991, and incorporated
herein by reference.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-P Copy of Purchase Agreement, dated as of January 1, 1992,
between Chrysler Financial Corporation and Chrysler Auto
Receivables Company with respect to CFC-16 Grantor Trust.
Filed as Exhibit 10-SSSS to the Annual Report of Chrysler
Financial Corporation on From 10-K for the year ended December
31, 1991, and incorporated herein by reference.
10-Q Copy of Sale and Servicing Agreement, dated as of January 1,
1992, among Premier Auto Trust 1992-1, as Issuer, U.S. Auto
Receivables Company, as Seller, and Chrysler Credit
Corporation, as Servicer, with respect to Premier Auto Trust
1992-1. Filed as Exhibit 10-QQQQ to the Registration
Statement of Chrysler Financial Corporation, on Form S-2
(Registration Statement No. 33-51302) on November 24, 1992,
and incorporated herein by reference.
10-R Copy of Trust Agreement, dated as of January 1, 1992, between
U.S. Auto Receivables Company and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1992-1.
Filed as Exhibit 10-RRRR to the Registration Statement of
Chrysler Financial Corporation on Form S-2 (Registration
Statement No. 33-51302) on November 24, 1992, and incorporated
herein by reference.
10-S Copy of Purchase Agreement, dated as of January 1, 1992,
between Chrysler Financial Corporation, as Seller, and U.S.
Auto Receivables Company, as Purchaser, with respect to
Premier Auto Trust 1992-1. Filed as Exhibit 10-SSSS to the
Registration Statement of Chrysler Financial Corporation on
Form S-2 (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-T Copy of Pooling and Servicing Agreement, dated as of January
1, 1992, among Chrysler Financial Corporation, as Master
Servicer, Chrysler First Business Credit Corporation, as
Seller, and Security Pacific National Bank, as Trustee, with
respect to U.S. Business Equity Loan Trust 1992-1. Filed as
Exhibit 4-A to the Quarterly Report on Form 10-Q of U.S.
Business Equity Loan Trust 1992-1 for the quarter ended March
31, 1992, and incorporated herein by reference.
10-U Copy of Series B Supplement, dated as of March 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. Filed as Exhibit 4-H to the Quarterly Report on Form
10-Q of CARCO Auto Loan Master Trust for the quarter ended
March 31, 1992, and incorporated herein by reference.
10-V Copy of Series C Supplement, dated as of May 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. Filed as Exhibit 4-J to the Quarterly Report on Form
10-Q of CARCO Auto Loan Master Trust for the quarter ended
June 30, 1992, and incorporated herein by reference.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-W Copy of Series 1992-1 Supplement, dated as of February 1,
1992, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Security Pacific National
Trust Company (New York), as Trustee, with respect to CARCO
Auto Loan Master Trust. Filed as Exhibit 10-YYYY to the
Quarterly Report on Form 10-Q of CARCO Auto Loan Master Trust
for the quarter ended June 30, 1992, and incorporated herein
by reference.
10-X Copy Indenture, dated as of March 1, 1992, between Premier
Auto Trust 1992-2 and Bankers Trust Company, with respect to
Premier Auto Trust 1992-2 Asset Backed Notes. Filed as
Exhibit 4-A to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1992-2 for the quarter ended March 31, 1992, and
incorporated herein by reference.
10-Y Copy of a 6-3/8% Asset Backed Note with respect to Premier
Auto Trust 1992-2 Asset Backed Notes. Filed as Exhibit 4-B to
the Quarterly Report on Form 10-Q of Premier Auto trust 1992-2
for the quarter ended March 31, 1992, and incorporated herein
by reference.
10-Z Copy Trust Agreement, dated as of March 1, 1992, between U.S.
Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-2 Asset
Backed Certificates. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-2 for the
quarter ended March 31, 1992, and incorporated herein by
reference.
10-AA Copy Pooling and Servicing Agreement, dated as of March 1,
1992 among Chrysler Financial Corporation, as Master Servicer,
Financial Acceptance Corporation, as Seller, and The First
National Bank of Chicago, as Trustee, with respect to CFC-17
Grantor Trust. Filed as Exhibit 4-A to the Quarterly Report
on Form 10-Q of CFC-17 Grantor Trust for the quarter ended
June 30, 1992, and incorporated herein by reference.
10-BB Copy Standard Terms and Conditions of Agreement, dated as of
March 1, 1992, among Chrysler Financial Corporation, as Master
Servicer, Financial Acceptance Corporation, as Seller, and The
First National Bank of Chicago, as Trustee, with respect to
CFC-17 Grantor Trust. Filed as Exhibit 4-B to the Quarterly
Report on Form 10-Q of CFC-17 Grantor Trust for the quarter
ended June 30, 1992, and incorporated herein by reference.
10-CC Copy Purchase Agreement, dated as of March 1, 1992, between
Chrysler First Inc. and Financial Acceptance Corporation with
respect to CFC-17 Grantor Trust. Filed as Exhibit 4-C to the
Quarterly Report on Form 10-Q of CFC-17 Grantor Trust for the
quarter ended June 30, 1992, and incorporated herein by
reference.
10-DD Copy of Indenture, dated as of May 1, 1992, between Premier
Auto Trust 1992-3 and Bankers Trust Company with respect to
Premier Auto Trust 1992-3. Filed as Exhibit 4-N to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1992-3 for
the quarter ended June 30, 1992, and incorporated herein by
reference.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-EE Copy of a 5.90% Asset Backed Note with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-3 for the quarter ended
June 30, 1992, and incorporated herein by reference.
10-FF Copy of Trust Agreement, dated as of April 1, 1992, as amended
and restated as of May 1, 1992, between Premier Auto
Receivables Company and Manufacturers Hanover Bank (Delaware)
with respect to Premier Auto Trust 1992-3. Filed as Exhibit
4-C to the Quarterly Report on Form 10-Q of Premier Auto Trust
1992-3 for the quarter ended June 30, 1992, and incorporated
herein by reference.
10-GG Copy of Receivables Purchase Agreement, dated as of April 15,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with
respect to Canadian Auto Receivables Securitization 1992-1.
Filed as Exhibit 10-IIIII 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-HH Copy of Combined and Restated Revolving Credit Agreement,
dated as of July 29, 1992, among Chrysler Financial
Corporation, as Borrower, Chemical Bank, as Agent and
Arranger, and Swiss Bank Corporation, New York Branch, as
Managing Co-Agent and Co-Arranger including as Exhibit G
thereto forms of the Trust Agreement and related security
documents executed and delivered concurrently therewith.
Filed as Exhibit 10-A to the Current Report on Form 8-K of
Chrysler Financial Corporation dated August 17, 1992 and filed
August 19, 1992, and incorporated herein by reference.
10-II Copy of Second Amended and Restated Commitment Transfer
Agreement, dated as of July 29, 1992, between Chrysler
Financial Corporation, as Borrower, and Chemical Bank, as
Agent. Filed as Exhibit 10-B to the Current Report on Form
8-K of Chrysler Financial Corporation, dated August 17, 1992
and filed August 19, 1992 and incorporated herein by
reference.
10-JJ Copy of Amended and Restated Standby Receivables Purchase
Agreement, dated as of September 15, 1993, among Chrysler
Financial Corporation, Chrysler Credit Corporation, U.S. Auto
Receivables Company, American Auto Receivables Company,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-YY
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-KK Copy of Participation and Servicing Agreement, dated as of
July 29, 1992, among American Auto Receivables Company,
Chrysler Credit Corporation, the Purchasers named therein,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent, with respect to the
Standby Receivable Purchase Agreement. Filed as Exhibit 10-D
to the Current Report on Form 8-K of Chrysler Financial
Corporation dated August 17, 1992 and filed August 19, 1992,
and incorporated herein by reference.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-LL Copy of Bank Supplement, dated as of July 29, 1992, to the
Pooling and Servicing Agreement, dated as of May 31, 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 the Standby
Receivables Purchase Agreement. Filed as Exhibit 10-E to the
Current Report on Form 8-K of Chrysler Financial Corporation
dated August 17, 1992 and filed on August 19, 1992, and
incorporated herein by reference.
10-MM Copy of Short Term Standby Receivables Purchase Agreement,
dated as of September 15, 1993, among Chrysler Financial
Corporation, Chrysler Credit Corporation, U.S. Auto
Receivables Company, American Auto Receivables Company,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-BBB
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-NN Copy of Participation and Servicing Agreement, dated as of
September 15, 1993, among American Auto Receivables Company,
Chrysler Credit Corporation, the Purchasers named therein,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-CCC
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-OO Copy of Short Term Bank Supplement, dated as of September 15,
1993, to the Pooling and Servicing Agreement, dated as of May
31, 1991, among U.S. Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee, with respect to Short
Term Standby Receivables Purchase Agreement. Filed as Exhibit
10-DDD 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-PP 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-OOOOO 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-QQ 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-RR 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-SS 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-TT 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-UU 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-VV 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-WW 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.
10-XX 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-YY 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-ZZ 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-AAA 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-BBB Copy of Asset Purchase Agreement, dated as of May 15, 1992,
between Chrysler Capital Public Finance Corporation and Koch
Financial Corporation. Filed as Exhibit 10-DDDDDD 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-CCC Copy of Asset Purchase Agreement, dated as of June 1, 1992,
among General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation, Chrysler Asset
Management Corporation and Chrysler Credit Corporation. Filed
as Exhibit 10-EEEEEE 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-DDD 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-EEE 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-FFF 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.
10-GGG 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-HHH 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-III 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-JJJ 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-KKK 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.
10-LLL 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-MMM 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-NNN 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-OOO 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-PPP 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-QQQ 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.
10-RRR 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-SSS 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-TTT 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-UUU 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-VVV 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-WWW 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-XXX 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-YYY 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 Registration Statement
on Form 8-A of CARCO Auto Loan Master Trust dated March 15, 1993,
and incorporated herein by reference.
10-ZZZ 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-AAAA 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-BBBB 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-CCCC 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-DDDD 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-EEEE 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-FFFF 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-GGGG 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.
10-HHHH 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-IIII 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.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
10-JJJJ 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-KKKK 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-LLLL 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-MMMM 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-NNNN 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-OOOO Copy of Asset Purchase Agreement, dated as of December 3,
1993, between Chrysler Rail Transportation Corporation and
Allied Railcar Company.
10-PPPP Copy of Secured Loan Purchase Agreement, dated as of December
15, 1993, among Chrysler Credit Canada Ltd., Leaf Trust and
Chrysler Financial Corporation.
10-QQQQ 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 Traders and 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.
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.
23 Consent of Deloitte & Touche
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K - continued
24 Powers of attorney pursuant to which the signatures of certain
directors of Chrysler Financial Corporation have been affixed
to this Annual Report on Form 10-K.
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, 4-P, 4-Q,
and 4-R 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 registrant 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 December 31, 1993.
Date of Report Date Filed Item Reported
-------------- ---------- -------------
October 14, 1993 October 14, 1993 5
November 22, 1993 November 22, 1993 5
Financial Statements Filed
--------------------------
Copy of the unaudited financial statements for Chrysler Financial
Corporation and subsidiaries for the quarter ended September 30,
1993, and the related Independent Accountant's Report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/ JOHN P. TIERNEY
John P. Tierney
Chairman of the Board
Date: February 4, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Principal executive officer:
/s/ JOHN P. TIERNEY Chairman of the Board February 4, 1994
John P. Tierney
Principal financial officer:
/s/ DENNIS M. CANTWELL Vice President - Corporate February 4, 1994
Dennis M. Cantwell Finance and Development
Principal accounting officer:
/s/ TIMOTHY P. DYKSTRA Vice President and Controller February 4, 1994
Timothy P. Dykstra
<PAGE>
SIGNATURES (CONTINUED)
Board of Directors:
/s/ WILLIAM S. BISHOP* Director February 4, 1994
William S. Bishop
/s/ DENNIS M. CANTWELL* Director February 4, 1994
Dennis M. Cantwell
/s/ THOMAS P. CAPO* Director February 4, 1994
Thomas P. Capo
/s/ ROBERT J. EATON* Director February 4, 1994
Robert J. Eaton
/s/ JEREMIAH E. FARRELL* Director February 4, 1994
Jeremiah E. Farrell
/s/ ROBERT A. LUTZ* Director February 4, 1994
Robert A. Lutz
/s/ WILLIAM J. O'BRIEN III* Director February 4, 1994
William J. O'Brien III
/s/ JOHN P. TIERNEY* Director February 4, 1994
John P. Tierney
/s/ GARY C. VALADE* Director February 4, 1994
Gary C. Valade
*By /s/ ROBERT A. LINK
Robert A. Link
Attorney-in-Fact
February 4, 1994
<PAGE>
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the consolidated financial statements of Chrysler Financial
Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of December 31, 1993 and 1992, and for each of the three
years in the period ended December 31, 1993, and have issued our report
thereon dated January 18, 1994; such report is included elsewhere in this
Form 10-K. Our audits also included the financial statement schedules of
Chrysler Financial Corporation and consolidated subsidiaries, listed in
Item 14. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche
Detroit, Michigan
January 18, 1994
<PAGE>
<TABLE>
<CAPTION>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in millions of dollars)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
-----------------------
Charged to
Balance at Charged to Other Balance
Beginning Costs and Accounts- Deductions- at End
of Period Expenses Describe Describe of Period
-------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Reserves for insurance claims and
adjustment expenses $152 $108 $ - $87 (a) $173
YEAR ENDED DECEMBER 31, 1992
Reserves for insurance claims and
adjustment expenses $133 $112 $ - $93 (a) $152
YEAR ENDED DECEMBER 31, 1991
Reserves for insurance claims and
adjustment expenses $110 $107 $ - $84 (a) $133
<FN>
NOTES:
(a) Primarily reductions for claims settled
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
(dollars in millions)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Weighted Amount Amount Average
Balance at Average Outstanding Outstanding Interest
Category of Aggregate End Interest During the During the Rate During
Short-Term Borrowings of Period Rate Period Period the Period
--------------------- -------- -------- -------- -------- --------
(a) (b)
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1993
Commercial paper $ 2,772 3.74% $ 2,951 $ 1,799 4.71%
Other short-term borrowings $ 425 17.51% (c) $ 437 $ 376 20.49% (c)
DECEMBER 31, 1992
Commercial paper $ 352 4.49% $ 633 $ 469 5.12%
Other short-term borrowings $ 393 24.35% (c) $ 393 $ 352 20.70% (c)
DECEMBER 31, 1991
Commercial paper $ 339 6.13% $ 1,361 $ 560 7.58%
Other short-term borrowings $ 332 21.31% (c) $ 406 $ 319 19.29% (c)
<FN>
(a) Average amount outstanding during the period is computed by dividing the total of daily
outstanding principal balances by 365 or 366 days.
(b) Average interest rate for the year is computed by dividing the actual short-term interest
expense by the average short-term debt outstanding after adjustments for compensating
balances and fees applicable to such borrowings.
(c) Weighted average interest rates are inflated due to interest rates in Mexico.
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------- ----------------------
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.
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 Indenture, dated as of June 1, 1985, 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 the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1985, and incorporated herein by reference.
4-B 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-C 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-D Copy of Indenture, dated as of June 1, 1985, between
Chrysler Financial Corporation and Irving Trust Company, Trustee,
related to Chrysler Financial Corporation Junior Subordinated Debt
Securities. Filed as Exhibit 4-B 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-E 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-F 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-G 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-H 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-I 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-J 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-K 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-L 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-M 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-N 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-O 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-P 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-Q 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-R 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.
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 Amended and Restated Revolving Term Credit Facility, dated
as of January 17, 1993, among Chrysler Credit Canada Ltd., as the
Borrower, Chrysler Financial Corporation, as the Guarantor, the
several financial institutions parties thereto and Royal Bank of
Canada, as Agent Bank. Filed as Exhibit 10-G 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-H Copy of Standby Receivables Purchase Agreement, dated as of
January 17, 1993, among Chrysler Credit Canada, Ltd., Chrysler
Financial Corporation, Royal Bank of Canada and the several other
financial institutions parties thereto. Filed as Exhibit 10-H 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-I Copy of Retail Purchase and Servicing Agreement dated as of
January 17, 1993 among Royal Bank of Canada, Chrysler Credit
Canada Ltd., Chrysler Financial Corporation and the several other
financial institutions parties thereto. Filed as Exhibit 10-I 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-J Copy of Bank Series Supplement, dated as of January 17, 1993,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, the
several bank parties thereto and The Royal Trust Company, to the
Master Custodial and Servicing Agreement, dated as of September 1,
1992. Filed as Exhibit 10-J 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-K Copy of Amendment dated as of December 1, 1992, to the Series
1992-1 Supplement dated as of February 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Security Pacific National Trust Company (New York),
as Trustee, with respect to DRAC Auto Loan Master Trust. Filed as
Exhibit 10-DDDD to the Annual Report of Chrysler Financial on Form
10-K for the year ended December 31, 1992, and incorporated herein
by reference.
10-L Copy of Series 1992-1 Supplement, dated as of February 1, 1992,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Security Pacific National Trust
Company (New York), as Trustee, with respect to DRAC Auto Loan
Master Trust. Filed as Exhibit 10-YYYY 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-M Copy of Series 1992-2 Supplement, dated as of December 1, 1992,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Security Pacific National Bank (New
York), as Trustee, with respect to DRAC Auto Loan Master Trust.
Filed as Exhibit 10-FFFF 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-N Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and LaSalle National Bank, as
Trustee, with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-QQQQ to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-O Copy of Standard Terms and Conditions of Agreement, dated as of
January 1, 1992, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to CFC-16 Grantor Trust. Filed as Exhibit 10-RRRR to the Annual
Report of Chrysler Financial Corporation on From 10-K for the year
ended December 31, 1991, and incorporated herein by reference.
10-P Copy of Purchase Agreement, dated as of January 1, 1992, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-SSSS to the Annual Report of Chrysler Financial Corporation on
From 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-Q Copy of Sale and Servicing Agreement, dated as of January 1, 1992,
among Premier Auto Trust 1992-1, as Issuer, U.S. Auto Receivables
Company, as Seller, and Chrysler Credit Corporation, as Servicer,
with respect to Premier Auto Trust 1992-1. Filed as Exhibit
10-QQQQ to the Registration Statement of Chrysler Financial
Corporation, on Form S-2 (Registration Statement No. 33-51302) on
November 24, 1992, and incorporated herein by reference.
10-R Copy of Trust Agreement, dated as of January 1, 1992, between U.S.
Auto Receivables Company and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1992-1. Filed as
Exhibit 10-RRRR to the Registration Statement of Chrysler
Financial Corporation on Form S-2 (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-S Copy of Purchase Agreement, dated as of January 1, 1992, between
Chrysler Financial Corporation, as Seller, and U.S. Auto
Receivables Company, as Purchaser, with respect to Premier Auto
Trust 1992-1. Filed as Exhibit 10-SSSS to the Registration
Statement of Chrysler Financial Corporation on Form S-2
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-T Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Financial Corporation, as Master Servicer,
Chrysler First Business Credit Corporation, as Seller, and
Security Pacific National Bank, as Trustee, with respect to U.S.
Business Equity Loan Trust 1992-1. Filed as Exhibit 4-A to the
Quarterly Report on Form 10-Q of U.S. Business Equity Loan Trust
1992-1 for the quarter ended March 31, 1992, and incorporated
herein by reference.
10-U Copy of Series B Supplement, dated as of March 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. Filed as
Exhibit 4-H to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended March 31, 1992, and
incorporated herein by reference.
10-V Copy of Series C Supplement, dated as of May 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. Filed as
Exhibit 4-J to the Quarterly Report on Form 10-Q of CARCO Auto
Loan Master Trust for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-W Copy of Series 1992-1 Supplement, dated as of February 1, 1992,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Security Pacific National Trust
Company (New York), as Trustee, with respect to CARCO Auto Loan
Master Trust. Filed as Exhibit 10-YYYY to the Quarterly Report on
Form 10-Q of CARCO Auto Loan Master Trust for the quarter ended
June 30, 1992, and incorporated herein by reference.
10-X Copy Indenture, dated as of March 1, 1992, between Premier Auto
Trust 1992-2 and Bankers Trust Company, with respect to Premier
Auto Trust 1992-2 Asset Backed Notes. Filed as Exhibit 4-A to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1992-2 for the
quarter ended March 31, 1992, and incorporated herein by
reference.
10-Y Copy of a 6-3/8% Asset Backed Note with respect to Premier Auto
Trust 1992-2 Asset Backed Notes. Filed as Exhibit 4-B to the
Quarterly Report on Form 10-Q of Premier Auto trust 1992-2 for the
quarter ended March 31, 1992, and incorporated herein by
reference.
10-Z Copy Trust Agreement, dated as of March 1, 1992, between U.S. Auto
Receivables Company and Manufacturers Hanover Bank (Delaware) with
respect to Premier Auto Trust 1992-2 Asset Backed Certificates.
Filed as Exhibit 4-C to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-2 for the quarter ended March 31, 1992,
and incorporated herein by reference.
10-AA Copy Pooling and Servicing Agreement, dated as of March 1, 1992
among Chrysler Financial Corporation, as Master Servicer,
Financial Acceptance Corporation, as Seller, and The First
National Bank of Chicago, as Trustee, with respect to CFC-17
Grantor Trust. Filed as Exhibit 4-A to the Quarterly Report on
Form 10-Q of CFC-17 Grantor Trust for the quarter ended June 30,
1992, and incorporated herein by reference.
10-BB Copy Standard Terms and Conditions of Agreement, dated as of March
1, 1992, among Chrysler Financial Corporation, as Master Servicer,
Financial Acceptance Corporation, as Seller, and The First
National Bank of Chicago, as Trustee, with respect to CFC-17
Grantor Trust. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of CFC-17 Grantor Trust for the quarter ended June 30,
1992, and incorporated herein by reference.
10-CC Copy Purchase Agreement, dated as of March 1, 1992, between
Chrysler First Inc. and Financial Acceptance Corporation with
respect to CFC-17 Grantor Trust. Filed as Exhibit 4-C to the
Quarterly Report on Form 10-Q of CFC-17 Grantor Trust for the
quarter ended June 30, 1992, and incorporated herein by reference.
10-DD Copy of Indenture, dated as of May 1, 1992, between Premier Auto
Trust 1992-3 and Bankers Trust Company with respect to Premier
Auto Trust 1992-3. Filed as Exhibit 4-N to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1992-3 for the quarter ended
June 30, 1992, and incorporated herein by reference.
10-EE Copy of a 5.90% Asset Backed Note with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-3 for the quarter ended June
30, 1992, and incorporated herein by reference.
10-FF Copy of Trust Agreement, dated as of April 1, 1992, as amended and
restated as of May 1, 1992, between Premier Auto Receivables
Company and Manufacturers Hanover Bank (Delaware) with respect to
Premier Auto Trust 1992-3. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-3 for the quarter
ended June 30, 1992, and incorporated herein by reference.
10-GG Copy of Receivables Purchase Agreement, dated as of April 15,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with respect to
Canadian Auto Receivables Securitization 1992-1. Filed as Exhibit
10-IIIII 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-HH Copy of Combined and Restated Revolving Credit Agreement, dated as
of July 29, 1992, among Chrysler Financial Corporation, as
Borrower, Chemical Bank, as Agent and Arranger, and Swiss Bank
Corporation, New York Branch, as Managing Co-Agent and Co-Arranger
including as Exhibit G thereto forms of the Trust Agreement and
related security documents executed and delivered concurrently
therewith. Filed as Exhibit 10-A to the Current Report on Form
8-K of Chrysler Financial Corporation dated August 17, 1992 and
filed August 19, 1992, and incorporated herein by reference.
10-II Copy of Second Amended and Restated Commitment Transfer Agreement,
dated as of July 29, 1992, between Chrysler Financial Corporation,
as Borrower, and Chemical Bank, as Agent. Filed as Exhibit 10-B
to the Current Report on Form 8-K of Chrysler Financial
Corporation, dated August 17, 1992 and filed August 19, 1992 and
incorporated herein by reference.
10-JJ Copy of Amended and Restated Standby Receivables Purchase
Agreement, dated as of September 15, 1993, among Chrysler
Financial Corporation, Chrysler Credit Corporation, U.S. Auto
Receivables Company, American Auto Receivables Company, Chemical
Bank, as Agent, and Chemical Bank Agency Services Corporation, as
Administrative Agent. Filed as Exhibit 10-YY 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-KK Copy of Participation and Servicing Agreement, dated as of July
29, 1992, among American Auto Receivables Company, Chrysler Credit
Corporation, the Purchasers named therein, Chemical Bank, as
Agent, and Chemical Bank Agency Services Corporation, as
Administrative Agent, with respect to the Standby Receivable
Purchase Agreement. Filed as Exhibit 10-D to the Current Report
on Form 8-K of Chrysler Financial Corporation dated August 17,
1992 and filed August 19, 1992, and incorporated herein by
reference.
10-LL Copy of Bank Supplement, dated as of July 29, 1992, to the Pooling
and Servicing Agreement, dated as of May 31, 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 the Standby Receivables Purchase Agreement. Filed
as Exhibit 10-E to the Current Report on Form 8-K of Chrysler
Financial Corporation dated August 17, 1992 and filed on August
19, 1992, and incorporated herein by reference.
10-MM Copy of Short Term Standby Receivables Purchase Agreement, dated
as of September 15, 1993, among Chrysler Financial Corporation,
Chrysler Credit Corporation, U.S. Auto Receivables Company,
American Auto Receivables Company, Chemical Bank, as Agent, and
Chemical Bank Agency Services Corporation, as Administrative
Agent. Filed as Exhibit 10-BBB 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-NN Copy of Participation and Servicing Agreement, dated as of
September 15, 1993, among American Auto Receivables Company,
Chrysler Credit Corporation, the Purchasers named therein,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-CCC 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-OO Copy of Short Term Bank Supplement, dated as of September 15,
1993, to the Pooling and Servicing Agreement, dated as of May 31,
1991, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee, with respect to Short Term Standby
Receivables Purchase Agreement. Filed as Exhibit 10-DDD 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-PP 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-OOOOO 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-QQ 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-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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.
10-XX 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-YY 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-ZZ 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-AAA 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-BBB Copy of Asset Purchase Agreement, dated as of May 15, 1992,
between Chrysler Capital Public Finance Corporation and Koch
Financial Corporation. Filed as Exhibit 10-DDDDDD 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-CCC Copy of Asset Purchase Agreement, dated as of June 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation, Chrysler Asset
Management Corporation and Chrysler Credit Corporation. Filed as
Exhibit 10-EEEEEE 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-DDD 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-EEE 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-FFF 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.
10-GGG 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-HHH 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-III 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-JJJ 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-KKK 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.
10-LLL 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-MMM 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-NNN 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-OOO 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-PPP 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-QQQ 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.
10-RRR 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-SSS 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-TTT 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-UUU 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-VVV 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-WWW 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-XXX 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-YYY 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 Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated March 15, 1993, and incorporated
herein by reference.
10-ZZZ 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-AAAA 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-BBBB 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-CCCC 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-DDDD 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-EEEE 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-FFFF 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-GGGG 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.
10-HHHH 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-IIII 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-JJJJ 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-KKKK 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-LLLL 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-MMMM 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-NNNN 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-OOOO Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied
Railcar Company.
10-PPPP Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation.
10-QQQQ 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 Traders and 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.
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.
23 Consent of Deloitte & Touche
24 Powers of attorney pursuant to which the signatures of certain
directors of Chrysler Financial Corporation have been affixed to
this Annual Report on Form 10-K.
Exhibit 10-OOOO
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made as of December 3,
1993, between CHRYSLER RAIL TRANSPORTATION CORPORATION, a
Delaware corporation ("Seller"), and ALLIED RAILCAR COMPANY, an
Illinois corporation ("Buyer").
Buyer desires to purchase from Seller, and Seller
desires to sell to Buyer, certain assets of Seller, on the terms
and conditions set forth in this Agreement.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. The following terms have the
meanings specified in this Article 1 for all purposes of this
Agreement.
"AAR" means the Association of American Railroads.
"AAR Certificate of Sale" means AAR Form 88-C-5-1,
Record of Certification of Other than New Railcars Sold for Use
in Interchange Service substantially in the form of Exhibit A.
"Affiliate" means, as to any specified Person, any
other Person which, directly or indirectly, controls, is
controlled by or is under common control with, such specified
Person. For the purposes of this definition, "control" means
the possession of the power to direct or cause the direction of
the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Agreement" means this Asset Purchase Agreement,
including all Exhibits and Schedules hereto.
"Assets" means the assets, which shall consist of the
Computers, the Contract, Leases, Lease Security Deposits,
Management Agreements, Marks, Marks Agreements, Railcars,
Records and Warranties to be acquired by Buyer pursuant to and
in accordance with this Agreement.
"Assumed Contracts" means, collectively, the Contract,
Leases, Management Agreements, Marks Agreements and items listed
on Part II of Schedule 5, and each is an "Assumed Contract".
"Closing" means the completion of the purchase of the
Assets and the assumption of the Assumed Obligations by Buyer.
"Closing Date" means the date and time at which the
Closing occurs.
"Computers" means, collectively, the computers listed
on Part I of Schedule 5 and the software listed on Part II of
Schedule 5.
"Contract" means the Agreement, dated April 30, 1990,
between Seller and Railcar Management, Inc., as such agreement
may be amended from time to time.
"Destroyed Railcar" or "Destroyed Railcars" means one
or more than one Railcar that is destroyed, irretrievably lost,
or damaged beyond repair prior to the Closing.
"Effective Time" means 12:00 a.m. Chicago time on
December 3, 1993.
"Lease" or "Leases" means, respectively, one or more
than one of the lease agreements, usage or other agreements or
contracts with respect to the employment of Railcars listed on
Schedule 2, including all master lease agreements, schedules,
riders, amendments, additions, addenda or modifications thereto,
to the extent the foregoing relate to the Railcars.
"Lease Security Deposits" means security deposits or
prepayments which function as the equivalent of security
deposits, if any, received by Seller from Lessees under the
Leases prior to the Closing Date, which have not been refunded
or applied prior to the Closing Date.
"Lessee" means a lessee, sublessee or similar party
under a Lease.
"Management Agreement" or "Management Agreements"
means, respectively, one or more than one of the agreements
providing for the management of Railcars or railcars which are
listed on Schedule 3 (including any schedules, riders,
amendments, additions, addenda or modifications thereto).
"Mark" or "Marks" means, respectively, one or more than
one of the following reporting marks: DVS, MPA and Miss.
"Marks Agreement" or "Marks Agreements" means,
respectively, one or more than one of the agreements relating to
the use of certain railroad reporting Marks and which are listed
on Schedule 4 to the extent relating to the Railcars.
"Permitted Liens" means (i) mechanics', carriers',
materialmen's and other similar liens arising or incurred in the
ordinary course of business, (ii) liens for Taxes not yet due
and payable (or due but payable without penalty) or that are
being contested in good faith, (iii) liens arising or resulting
from any action taken by Buyer or any of its Affiliates,
(iv) liens created by, arising out of or specifically permitted
by this Agreement or any Assumed Contract, and (v) liens arising
pursuant to the Revolving Credit Agreement and related
agreements, which liens will be released at the Closing.
"Person" means any individual, entity, corporation,
partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political
subdivision thereof.
"Railcar" or "Railcars" means, respectively, one or
more than one of the railcars listed on Schedule 1.
"Records" means (i) all Certificates of Construction,
R-1 Forms, Drawings of General Arrangement, maintenance records
and UMLER records in the possession or control of Seller to the
extent the foregoing relate to the Railcars, and (ii) copies of
all property tax bills, reports or renditions in the possession
or control of Seller for calendar years 1992 and 1993 to the
extent such bills, reports or renditions relate to the Railcars.
"Revolving Credit Agreement" means the Combined Amended
and Restated Revolving Credit Agreement, dated as of July 29,
1992, among Chrysler Financial Corporation, Chemical Bank, Swiss
Bank Corporation and the other banks listed therein, as it may
be amended from time to time.
"Seller's Knowledge" means the actual knowledge,
without independent investigation, of any of Seller's management
employees.
"Taxes" means all taxes, charges, fees, levies,
imposts, duties and other assessments imposed by any federal,
state, local, or foreign governmental authority, including,
without limitation, any income, gross receipts, sales, use,
ad valorem, value-added, franchise, registration, title,
license, capital, paid-up capital, profits, withholding,
payroll, employment, excise, severance, stamp, occupation,
premium, real property, or personal property tax, together with
any interest, penalties, or additions to tax.
"Transition Agreement" means that Transition Agreement
between Interail, Inc. ("Interail") and Seller in substantially
the form of Exhibit B.
"UMLER" means that certain industry wide record system
known as the Universal Machine Language Equipment Register.
1.2 Article, Section, Exhibit and Schedule
References. References to "Articles," "Sections," "Exhibits"
and "Schedules" shall be to Articles, Sections, Exhibits and
Schedules, respectively, of or to this Agreement, as the case
may be, unless otherwise specifically provided.
1.3 Singulars and Plurals. Any of the terms defined
in Section 1.1 or elsewhere in this Agreement may, unless the
context otherwise requires, be used in the singular or the
plural depending on the reference.
<PAGE>
ARTICLE 2
PURCHASE OF ASSETS AND CLOSING
2.1 Transfer of Assets. On the terms and subject to
the conditions set forth in this Agreement including, without
limitation Section 2.9, Seller shall sell, assign, convey or
otherwise transfer to Buyer (or, in the case of the Management
Agreements listed on Part II of Schedule 3 to the extent such
Management Agreements relate to managed railcars, to Interail)
without recourse, representation or warranty, except as
otherwise expressly provided herein, and Buyer (or, in the case
of the Management Agreement listed on Part II of Schedule 3 to
the extent such Management Agreements relate to managed
railcars, Interail) shall purchase and acquire, on the Closing
Date:
(a) All of the right, title and interest of
Seller in and to the Railcars;
(b) All manufacturer's and repairman's warranties
to the extent that they relate to the Railcars and are
assignable without the consent of any such manufacturer or
repairman (the "Warranties");
(c) All of the right and interest of Seller under
the Contracts;
(d) All of the right and interest of Seller as a
lessor of Railcars under the Leases;
(e) All of the right and interest of Seller under
the Management Agreements listed on Part I of Schedule 3 (to the
extent such Management Agreements relate to Railcars);
(f) All of the right, title and interest of
Seller in and to the Records;
(g) All of the right, title and interest of
Seller in, to and under the Marks and the right and interest of
Seller under the Marks Agreements;
(h) All of the right, title and interest, as
applicable, of Seller in and to the Computers;
(i) All of the right and interest of Seller in
and to the Lease Security Deposits; and
(j) The right to receive payments in respect of
Destroyed Railcars pursuant to Section 2.4.
2.2 Excluded Assets. Seller shall not sell, and Buyer
shall not acquire, any interest in (collectively, the "Excluded
Assets"):
(a) any of Seller's assets not described in
Section 2.1, including without limitation the following, (i) the
name "Chrysler", the name "Chrysler Rail Transportation
Corporation" or any logo or variation of either thereof, or any
right to use the foregoing, (ii) the goodwill of Seller or any
of Seller's Affiliates, (iii) duplicate copies of the Records,
(iv) any computer software other than the items listed on
Part II of Schedule 5, (v) customer lists of Seller or any of
Seller's Affiliates, and (vi) any parts inventory located at
Seller's railcar repair facility in Dyersburg, Tennessee;
(b) any amounts owed or payable to Seller with
respect to the Railcars (other than Destroyed Railcars), Assumed
Contracts or Warranties which are attributable to the period up
to the Effective Time (whether due from any Lessees, managers,
Marks owners, carriers or other third parties or other Persons);
and
(c) any claim or right which Seller has or may
have the right to assert against any Person under any Assumed
Contracts or otherwise (including under any insurance contract
or manufacturer's or repairman's warranty), insofar as such
claim or right relates to assets not purchased by Buyer or
obligations or liabilities not assumed by Buyer.
2.3 Purchase Price.
(a) Buyer shall pay to Seller for the Assets the
amount, in dollars, equal to (i) fifty-three million six hundred
thousand dollars ($53,600,000), less (ii) two thousand two
hundred fifty dollars ($2,250) multiplied by the total number of
cars listed on Schedule 4.5 (the "Purchase Price").
(b) In accordance with the terms and conditions
of this Agreement, at Closing Buyer shall pay to Seller the
Purchase Price in cash by wire transfer of immediately available
funds in accordance with the wire transfer instructions
delivered to Buyer from Seller at least one business day prior
to Closing.
2.4 Compensation for Destroyed Railcars. Buyer agrees
that there shall not be any adjustment to the Purchase Price in
the event any Railcar is a Destroyed Railcar and further agrees
that its sole compensation for the acquisition of any Railcar
which is a Destroyed Railcar shall be the amount paid or payable
to the owner thereof in respect of such Destroyed Railcar under
the rules of the AAR or the terms of the applicable Lease (all
rights of Seller in and to such amounts are assigned to Buyer).
Buyer acknowledges and agrees that Seller's sole obligation with
respect to any payments that may be due to Buyer in respect of
Destroyed Railcars (except as expressly provided in the
preceding sentence) is to pay to Buyer an amount equal to the
amount, if any, which Seller receives from any Person in respect
of such Destroyed Railcar under the rules of the AAR or the
terms of the applicable Lease.
2.5 Assumption of Obligations. Subject to the terms
and conditions of this Agreement, on the Closing Date Buyer
shall assume and thereafter perform and discharge:
(a) all liabilities, obligations and duties of
Seller incurred, accrued, arising or to be performed at or after
the Effective Time under the Assumed Contracts (it being
understood and agreed that Buyer shall not assume any obligation
under any Assumed Contract to the extent it relates to an
obligation which arose prior to the Effective Time except as
contemplated hereby); and
(b) all other liabilities, obligations and duties
(and asserted liabilities, obligations or duties), whether fixed
or contingent, (i) accruing at or after the Effective Time or
(ii) for, upon or otherwise with respect to an event or
circumstance to the extent occurring at or after the Effective
Time, and, in each case, in any way associated
with, related to or arising out of, the Assets (collectively,
the "Assumed Obligations").
Any duty, liability or obligation relating to or
arising out of the Assets which is not an Assumed Obligation is
an "Excluded Obligation." Without limiting the foregoing,
Excluded Obligations shall include (i) any obligations to or
with respect to any employees of Seller, (ii) any claims or
litigation against Seller to the extent arising out of an event
or circumstance occurring prior to the Effective Time and not
expressly assumed by Buyer under this Agreement, (iii) any other
liabilities or obligations to the extent pertaining to any
period prior to the Effective Time and not expressly assumed by
Buyer under this Agreement, and (iv) any Tax liabilities of
Seller arising out of its ownership of the Assets prior to the
Effective Time.
2.6 Allocation of Revenues and Expenses.
(a) Subject to Section 2.4, all revenues or
expenses relating to the Assets allocable to the period prior to
the Effective Time shall be for the account of Seller. All
revenue or expenses relating to the Assets allocable to the
period from and after the Effective Time shall be allocable to
the Buyer. Seller shall be solely responsible for the discharge
of any obligation secured by a Permitted Lien of the type
referred to in clause (i) of the definition of Permitted Lien to
the extent the obligation relates to an expense or liability
incurred prior to the Effective Time which is allocable to
Seller pursuant to this Section 2.6. Except for the items
governed by Sections 2.4 and 2.6(b), revenues from the Assets
shall be allocated to the period in which they were earned
(whether or not billed during such period) and expenses paid or
payable with respect to the Assets shall be allocated to the
period in which the event giving rise to such expenses occurred
(whether or not such expenses were paid or payable during such
period).
(b) The following items of revenue or expense
shall be governed by the special allocation rules set forth in
the remainder of this Section 2.6(b).
(i) Personal property taxes with respect
to the Railcars shall be allocated as follows: all such taxes
relating to the period ending at the Effective Time shall be
allocable to the account of Seller, and all such taxes relating
to subsequent periods shall be allocable to the account of Buyer.
(ii) To Seller's Knowledge, Schedule
2.6(b)(ii) sets forth a list of all Railcars that are awaiting
or undergoing repairs (other than running repairs) as of
November 30, 1993 and all Railcars that Seller has been informed
are in transit for such repairs. The amount of any costs and
expenses associated with repairs to all Railcars that are
awaiting or undergoing repairs (other than running repairs) as
of the Effective Time and all Railcars that Seller has been
informed are in transit for such repairs which repairs are
necessary to restore such Railcars, in a manner consistent with
Seller's past practices as determined in the sole reasonable
discretion of Gene Eadus, to at least average condition and
repair for their age and type (compared to the United States'
fleet of railcars of similar age and type as a whole) shall be
allocated one-half to the account of Seller and one-half to the
account of Buyer. All other repairs to such Railcars authorized
by Buyer shall be for the account of Buyer.
(c) If Seller or Buyer shall make or has made any
payment or payments with respect to the Assets, and any portion
of said payment or payments is in satisfaction of a liability or
expense that is, in accordance with the terms hereof, properly
payable by the other, or if any portion of such payment is a
security deposit or a prepayment which functions as an
equivalent of a security deposit for any payment not then due,
the party making such payment, deposit or prepayment will be
promptly reimbursed by the other upon receipt of notice of such
payment having been made. If Seller or Buyer shall receive any
payments with respect to the Assets and the other party is
entitled under this Agreement to receive such payment, the party
receiving such payment shall promptly deliver such payment to
the other party. The parties shall cooperate with each other to
effect any such reimbursements and payments, and to cause a
preliminary accounting with respect to any amounts then owed
under Section 2.6 to be prepared:
(i) for the period terminating with the last
day of the first full calendar month after the Closing Date, on
the last day of the second full month following the Closing with
respect to payments made or received during the initial period,
and
(ii) thereafter, until no further
reimbursements are required, on the last day of each month with
respect to payments made or received during the prior month for
each month commencing with the second full calendar month
following the Closing.
2.7 Closing. Unless the parties shall agree in
writing upon a different location, time or date, the Closing
shall take place at the offices of Schiff Hardin & Waite, 7200
Sears Tower, Chicago, Illinois (or such other place as Buyer and
Seller shall mutually designate), at 10:00 A.M. on December 3,
1993, or such later date, not later than December 31, 1993 as
Buyer and Seller shall mutually agree. The term "Closing Date"
means the date and time at which the Closing occurs.
2.8 Deliveries at Closing.
(a) At the Closing, Seller shall deliver to Buyer
(i) the Leases, Management Agreements (other than those related
to managed railcars), Contract and Marks Agreements and such
bills of sale, endorsements, and instruments of conveyance,
transfer and assignment as are necessary to transfer to Buyer
(or Interail, in the case of Management Agreements for managed
railcars) all of the right, title and interest of Seller in and
to the Assets in accordance with this Agreement and (ii) all
other instruments and documents which are expressly required
pursuant to this Agreement to be executed and delivered by
Seller at the Closing. Buyer acknowledges that Seller is under
no obligation to physically deliver the Railcars or any other
Asset (other than as specified above) at the Closing and
thereafter any physical delivery of any of the Assets (other
than the Records) shall be at Buyer's expense.
(b) Seller and Buyer acknowledge that at the time
of Closing the Railcars are in the possession of Lessees or at
various locations on the railroad interchange system and that
physical delivery at Closing is not practicable. Accordingly,
Buyer and Seller agree that each Railcar shall be deemed
delivered from Seller to Buyer under this Agreement, without any
further action by Seller or Buyer, on the earlier of (i) the
first day that such Railcar is present in any of the states
listed on Schedule 2.8(b) or (ii) December 31, 1994. This
provision shall have no effect on title, risk of loss or any
other rights and obligations with respect to the Railcars, all
of which shall pass from Seller to Buyer at the Closing (or as
otherwise provided by Section 2.9). Buyer agrees that Seller
shall have no liability or obligation to Buyer for any Losses to
Buyer which arise out of or relate to this Section 2.8(b).
(c) At Closing, Buyer shall deliver to Seller
(i) the Purchase Price, (ii) such assumptions or other
instruments necessary or appropriate to effect Buyer's
assumption of the Assumed Obligations (and, in the case of
Management Agreements for managed railcars, Interail's
assumption of Seller's obligations under such Management
Agreements), and (iii) all other instruments and documents which
are expressly required pursuant to this Agreement to be executed
and delivered by Buyer at the Closing.
2.9 Restricted Assets. (a) Anything in this
Agreement to the contrary notwithstanding, if an attempted
assignment or transfer by Seller of its right, title and
interest in, to and under, as applicable, any Asset to Buyer or
Interail, as the case may be, as contemplated by this Agreement,
without the consent or approval of any necessary party (together
with the Amendment to the Management Agreement, dated as of
September 9, 1986, between Seller and Provco Leasing Group in
substantially the form attached hereto as Exhibit P, a
"Consent"), would constitute a breach thereof or a default
thereunder by Seller (and such Consent has not been obtained)
then:
(i) Subject to Section 2.9(c), Seller shall
not sell, transfer or assign to Buyer or Interail, as the case
may be, its right, title and interest in, to and under, as
applicable, such Asset and the related Railcar, if applicable (a
"Restricted Asset"); and Buyer or Interail, as the case may be,
shall not assume any liabilities or obligations associated with
such Restricted Asset (and such liabilities or obligations shall
not be deemed to be an Assumed Obligation), in each case unless
and until such time (but in any event not prior to the Closing
Date) as all necessary Consents to the assignment or transfer of
such Restricted Asset to Buyer or Interail, as the case may be,
as contemplated hereunder are obtained.
(ii) In the event that all necessary Consents
to the assignment or transfer to Buyer or Interail, as the case
may be, of a Restricted Asset as contemplated hereunder are
obtained, all right, title and interest of Seller, in, to and
under, as applicable, the relevant Restricted Asset shall be
assigned or transferred to Buyer or Interail, as the case may
be, and Buyer or Interail, as the case may be, shall assume the
liabilities and obligations of Seller under such Restricted
Asset to be performed by Seller at and after the Effective Time
as contemplated hereby or under the Interail Assumption
Agreement, or, if such Consents are obtained after the Closing
Date, such right, title and interest and such liabilities and
obligations shall thereupon automatically be deemed to have been
so assigned, transferred and assumed as of the Effective Time.
(b) Seller will use all reasonable efforts (not
including the expenditure of money, or the payment or delivery
of other consideration by Seller) to obtain the Consents
necessary for the assignment or transfer of all Restricted
Assets to Buyer or Interail, as the case may be, as promptly as
practicable after the Closing Date.
(c) If any Consents are not obtained by the
Closing Date, Seller shall use all reasonable efforts (not
including the expenditure of money, or the payment or delivery
of other consideration by Seller) to provide for and at the
expense of Buyer or Interail, as the case may be, to the maximum
extent permitted by applicable law and the relevant Restricted
Assets, the benefits that would otherwise accrue to Seller under
such Restricted Asset following the Closing Date, including
without limitation, to the maximum extent permitted by
applicable law and the relevant Restricted Asset,
(i) enforcement, at the cost of Buyer or Interail, as the case
may be, of any and all rights of Seller against the other party
or parties to such Restricted Asset and (ii) the payment over to
Buyer or Interail, as the case may be, of all amounts paid to
Seller after the Closing Date with respect to such Restricted
Asset (other than any amounts so received by Seller that
constitute Excluded Assets). Each of Buyer and Interail agrees
that, so long as it is receiving in all material respects the
benefits of any Restricted Asset described in clause (ii) of the
preceding sentence, Buyer or Interail, as the case may be, will
fully pay, perform and discharge when due all of Seller's
obligations thereunder which Buyer or Interail, as the case may
be, would have otherwise been required to pay or perform had
Seller transferred the Restricted Assets to Buyer or Interail,
as the case may be, in accordance with this Agreement. At
Buyer's direction and expense, Seller shall exercise any rights
of termination it may have with respect to any Assumed Contract
which is a Restricted Asset; provided however, that (w) Seller
shall not be required to act at Buyer's direction unless and
until Buyer shall have agreed to indemnify and hold harmless
Seller and its Affiliates from any and all losses, costs and
expenses, including legal fees, arising out of, based upon or
resulting from the taking by Seller of such action at Buyer's
direction (such indemnity to be in form and substance
satisfactory to Seller), and (x) upon exercise of such right of
termination Buyer shall no longer be entitled to any refund of
the purchase price to which it would otherwise be entitled under
Section 2.9(e) with respect to such terminated Assumed Contract
and any related Restricted Asset. Simultaneously with the
execution and delivery of this Agreement, Seller is executing
and delivering to Buyer a limited power of attorney in the form
of Exhibit M to request any required Consents of third parties
to permit the assignment to Buyer (or any assignee of Buyer) of
all right, title and interest in, to and under any Restricted
Asset. If all Consents to the Restricted Assets have not been
obtained prior to the liquidation of Seller, Seller shall cause
one of its
Affiliates to execute and deliver to Buyer an appropriate
substitute limited power of attorney and upon such delivery,
Buyer shall deliver the original power of attorney to Seller for
destruction.
(d) Buyer shall have no right to terminate this
Agreement or to refuse to effect the Closing as a result of the
failure to obtain any Consent with respect to the assignment of
any Restricted Asset hereunder.
(e) Subject to Section 2.9(f), if all necessary
consents for the assignment or transfer of the Restricted Assets
to Buyer or Interail, as the case may be, as contemplated
hereunder are not obtained by the Closing Date, Buyer shall have
the right, exercisable by written notice delivered to Seller (a
"Refund Notice") at any time not earlier than 120 days after the
Closing Date nor later than (i) 180 days after the Closing Date,
in the case of any Restricted Asset the Consent for assignment
of which is disclosed on the Disclosure Schedule, or (ii) 365
days after the Closing Date, in the case of any Restricted Asset
the Consent for assignment of which is not disclosed on the
Disclosure Schedule, to require Seller, on a date (the "Refund
Date"), not earlier than 15 days nor later than 45 days from the
date of delivery of the Refund Notice, which date is designated
in the Refund Notice, to refund a part of the Purchase Price to
Buyer in an amount equal to the amount set forth on Schedule 2.9
attributable to the applicable Restricted Asset ("Repurchase
Price"), plus interest on such amount accrued at a rate of 5%
per annum from the Closing Date through the date the Repurchase
Price is delivered to Buyer, for each Restricted Asset
designated in the Refund Notice with respect to which all
Consents to the transfer of such Restricted Asset to Buyer or
Interail, as the case may be, as contemplated by this Agreement
have not been obtained by the Refund Date (a "Refunded
Restricted Asset"). From and after the date Buyer shall receive
the Repurchase Price, Seller shall have no further obligation to
provide to Buyer or Interail, as the case may be, the benefits
accruing under any Refunded Restricted Asset and Buyer or
Interail, as the case may be, shall not have any further
obligation to perform Seller's obligations thereunder or incur
any expense in connection therewith, in each case as provided in
Sections 2.9(b) and 2.9(c) of this Agreement. Notwithstanding
anything in this Agreement to the contrary, all revenues and
expenses associated with a Refunded Restricted Asset shall be
for the account of Seller. On the Refund Date, Buyer or
Interail, as the case may be, shall pay to Seller an amount
equal to any amounts paid over to Buyer or Interail, as the case
may be, pursuant to Section 2.9(c)(ii) in respect of such
Refunded Restricted Asset.
(f) The provisions of Section 2.9(e) shall not
apply to any computer software listed on Part II of Schedule 5
("Software"). Seller and Buyer acknowledge that, simultaneously
with the execution and delivery of this Agreement, it is the
intent of Buyer to transfer to all of its rights to acquire the
Software to Interail. If all necessary consents for the
assignment or transfer of any Software to Interail are not
obtained by the Closing Date, then, upon request from Interail,
Seller shall obtain, at its expense and as soon as reasonably
practicable, the right for Buyer to use software substantially
equivalent to the Software to the extent necessary for Buyer to
manage the Railcars or railcars consistent with Seller's current
practices. The provisions of this Section 2.9(f) shall
constitute the sole and exclusive remedy of Buyer and Interail
with respect to the failure to obtain a Consent to assign or
transfer any Software.
(g) The provisions of this Section 2.9 shall
constitute the sole and exclusive remedy of Buyer and Interail
with respect to any breach of the representations and warranties
of Seller set forth in Sections 3.2(i)(B), 3.2(i)(C) and 3.3
that may be deemed to arise by reason of the fact that any
Consent is required to transfer any Asset to Buyer or Interail
as contemplated by this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
IT IS THE INTENT AND AGREEMENT OF THE PARTIES HERETO
THAT THE ASSETS ARE BEING SOLD ON AN "AS IS," "WHERE IS," "WITH
ALL FAULTS" BASIS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 3. Subject to the
foregoing, Seller hereby represents and warrants to Buyer that,
except as set forth on the Disclosure Schedule (which Disclosure
Schedule shall be divided by, and its entries shall clearly
refer to, the Section of this Agreement to which a particular
entry relates, provided, however, that any item disclosed in any
section of the Disclosure Schedule shall be deemed disclosed in
all applicable sections of the Disclosure Schedule):
3.1 Corporate Status. Seller is a corporation validly
existing and in good standing under the laws of the State of
Delaware. Seller has the corporate power and corporate
authority to own and lease the Assets owned or leased by it.
3.2 Authority; Binding Effect. Seller has the
corporate power and corporate authority to execute and deliver
this Agreement and the other instruments and agreements required
or contemplated herein to be executed and delivered by it at the
Closing, to perform its obligations hereunder and thereunder,
and to consummate the transactions provided for herein and
therein, and all corporate action of Seller necessary for the
making and performance of this Agreement and such other
instruments and agreements by it has been duly taken. The
execution, delivery and performance of this Agreement and such
other instruments and agreements by Seller, and the consummation
by Seller of the transactions contemplated hereby and thereby,
do not and will not (i) (A) contravene any provisions of the
Certificate of Incorporation or by-laws of Seller, (B) assuming
that the Consents set forth in the Disclosure Schedule are
obtained, result in any material breach of or material default
(or an event which, with notice or lapse of time or both, would
constitute a material default) under, or the cancellation of, or
the creation of any lien (other than Permitted Liens) under, any
Assumed Contract, (C) assuming that the Consents set forth in
the Disclosure Schedule are obtained, result in any material
breach of or material defaults (or an event which, with notice
or lapse of time or both, would constitute a material default)
under, or the cancellation of, or the creation of any lien
(other than Permitted Liens) under any other material mortgage,
indenture, contract, agreement or other instrument to which
Seller is a party except for such breaches, defaults,
cancellations or liens which would not materially adversely
affect Seller's ability to perform its obligations hereunder, or
(D) result in any violation by Seller of any law, rule or
regulation applicable to it which violation would materially
adversely affect Seller's ability to perform its obligations
hereunder, (ii) result in any violation by Seller of any
judgment, injunction or decree of any court or governmental
authority applicable to Seller which violation would materially
adversely affect Seller's ability to perform its obligations
hereunder, or (iii) require any consent or approval of, notice
to or filing, registration or qualification with, any
governmental authority (a "Governmental Filing") to be made or
obtained by Seller except for (A) [intentionally omitted],
(B) Governmental Filings that may be required to be made with
the AAR and Interstate Commerce Commission, (C) UCC-3
termination statements, (D) state or local tax filings, (E) any
Governmental Filings that may be required to be made as a result
of the specific regulatory status of Buyer or as a result of any
other facts that relate to the business or activities in which
Buyer is or proposes to be engaged, and (F) Governmental Filings
the failure of which to make or obtain would not have a material
adverse effect on Seller's ability to perform its obligations
hereunder. This Agreement has been
duly executed and delivered by Seller and the other instruments
and agreements required or contemplated herein to be executed
and delivered by Seller at the Closing will be duly executed and
delivered by Seller at the Closing. This Agreement constitutes,
and at the Closing each of such other instruments and agreements
will constitute, the valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms.
3.3 Consents From Third Parties. The Disclosure
Schedule sets forth all Consents required to be obtained by
Seller under the Assumed Contracts for the consummation by
Seller of the transactions contemplated by this Agreement.
3.4 Title to Equipment. Seller has good and valid
title to all of the Assets free and clear of all liens, security
interests and other similar encumbrances other than Permitted
Liens. At the Closing Seller shall transfer to Buyer (or
Interail, in the case of Management Agreements for managed
railcars) good and valid title to all of the Assets free and
clear of all liens, security interests and other encumbrances
other than Permitted Liens described in clauses (i)-(iv) of the
definition of "Permitted Liens".
3.5 Condition of Railcars. Other than Destroyed
Railcars, Railcars listed on Schedule 4.5, to the extent that
the condition of the Railcar relates to "jack-in-the-box"
trucks, and Railcars listed on Schedule 2.6(b)(ii), the Railcars
are, in all material respects, in at least average condition and
repair for their age and type (compared to the United States'
fleet of railcars of similar age and type as a whole).
3.6 Accuracy of Asset Schedules and Information.
(a) Schedule 1 sets forth a list of all Leases,
contract numbers, number of Railcars, Railcars and reporting
marks thereon, which list is correct and complete in all
material respects. Schedule 2 sets forth a list of all Leases,
including the contract number, Lessee name, and number of
Railcars covered, which list is correct and complete in all
material respects. Schedule 3 sets forth a list of all
Management Agreements, the leases relating thereto and the
railcars subject thereto which list is correct and complete in
all material respects. Schedule 4 sets forth a correct and
complete list of all Marks Agreements. Schedule 5 sets forth a
correct and complete list of all Computers.
(b) Seller has provided to Buyer a true and
complete copy of all of the Assumed Contracts.
(c) The information contained on Schedule 6, is
correct and complete in all material respects.
3.7 Obligations of Seller Under Assumed Contracts.
Seller has performed in all material respects under each of the
Assumed Contracts. Seller is not in material breach of any
covenant, obligation, duty or condition to be performed or
observed by it under any such Assumed Contract, and no condition
exists which, with notice or lapse of time or both, would
constitute a material default thereunder. To Seller's
Knowledge, no party to any Assumed Contract has asserted to
Seller in writing that Seller is in default under such Assumed
Contract or that such party has any right to counterclaims,
defenses or setoffs under such Assumed Contract.
3.8 Obligations of Lessees and Other Contracting
Parties Under Assumed Contracts. Each of the Assumed Contracts
is valid, binding and enforceable against each Lessee or party
thereto other than Seller (the "Other Party"), as the case may
be, in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles (including limitations on the
availability of specific performance or other equitable
remedies). To Seller's Knowledge, the Lessee under each Lease
and the Other Party under each other Assumed Contract has
performed in all material respects under such Assumed Contract,
as the case may be, and is not in material breach of any
covenant, obligation, duty or condition to be performed or
observed by it under such Assumed Contract, as the case may be,
nor does any condition exist which, with notice or lapse of time
or both, would constitute a material default thereunder.
3.9 Compliance with Law. Seller has complied in all
material respects with all governmental laws, rules and
regulations applicable to the Assets.
3.10 Litigation. There is no material action, suit,
formal governmental investigation or other proceeding pending
or, to Seller's Knowledge, threatened against Seller, at law or
in equity, before any federal, state or municipal court,
administrative agency or arbitrator which materially adversely
affects the Assets or the Assumed Obligations and is reasonably
likely to be adversely determined in a manner which would be
material to the Assets, or which would materially impair
Seller's ability to perform this Agreement or the other
instruments and documents to be executed and delivered by Seller
at the Closing.
3.11 Brokers. There is no broker or finder or other
Person who has any valid claim against any of the parties to
this Agreement for a commission or brokerage fee or the like in
connection with this Agreement or the transactions contemplated
hereby as a result of any agreement of or action taken by Seller
or any of its Affiliates other than The Blackstone Group and The
First Boston Corporation, whose fees will be paid by Seller or
an Affiliate of Seller.
3.12 Destroyed Railcars. As of November 29, 1993, to
Seller's Knowledge, none of the Railcars is a Destroyed Railcar.
3.13 Operations Since October 6, 1993. Since
October 6, 1993, Seller has conducted its business operations
with respect to the Assets in all material respects in the
ordinary course and consistent with past practices.
3.14 Computer Software. The software listed on Part
II of Schedule 5, when acquired by Buyer in accordance with this
Agreement, will be sufficient in all material respects to enable
Interail (assuming it is all transferred to Interail) to manage
the railcars that it is required to manage under the Management
Agreements in a manner substantially consistent with Seller's
practices prior to the Closing.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:
4.1 Corporate Status. Buyer is a corporation validly
existing and in good standing under the laws of the State of
Illinois. Buyer has the corporate power and corporate authority
to own or lease its properties and assets and the Assets that it
will acquire at the Closing and to carry on its business in the
manner in which such business is now being conducted and will be
conducted by Buyer after the Closing.
4.2 Authority; Binding Effect. Buyer has the
corporate power and corporate authority to execute and deliver
this Agreement and the other instruments and agreements required
or contemplated herein to be executed and delivered by it at the
Closing, to perform its obligations hereunder and thereunder and
to consummate the transactions provided for herein and therein,
and all corporate action of Buyer, necessary for the making and
performance of this Agreement and such other instruments and
agreements by Buyer has been duly taken. The execution,
delivery and performance of this
Agreement and such other instruments and agreements by Buyer,
and the consummation by Buyer of the transactions contemplated
hereby and thereby, do not and will not (i)(A) contravene any
provisions of the Articles of Incorporation or By-laws of Buyer,
(B) result in any material breach of or material default (or an
event which, with notice or lapse of time or both, would
constitute a material default) under, or the cancellation of,
any material mortgage, indenture, contract, agreement or other
instrument to which Buyer is a party except for such breaches,
defaults or cancellations which would not materially adversely
effect Buyer's ability to perform its obligations hereunder, or
(C) result in any violation by Buyer of any law, rule or
regulation applicable to Buyer which violation would materially
adversely affect Buyer's ability to perform its obligations
hereunder, (ii) result in any violation by Buyer of any
judgment, injunction or decree of any court or governmental
authority applicable to Buyer which violation would materially
adversely affect Buyer's ability to perform its obligations
hereunder or (iii) require any Governmental Filing to be made or
obtained by Buyer except for (A) [intentionally omitted],
(B) state or local sales tax filings and (C) Governmental
Filings the failure of which to make or obtain would not have a
material adverse effect on Buyer's ability to perform its
obligations hereunder. This Agreement has been duly executed
and delivered by Buyer and the other instruments and agreements
required or contemplated herein to be executed and delivered by
Buyer at the Closing will be duly executed and delivered by
Buyer at the Closing. This Agreement constitutes, and at the
Closing each of such other instruments and agreements will
constitute, the valid and binding obligations of Buyer
enforceable against Buyer in accordance with their terms.
4.3 Brokers. Except for agreements between Buyer and
Railroad Financial Corporation which do not require any payments
by Seller or any of its Affiliates and which fees will be paid
by Buyer, there is no broker or finder or other Person who has
any valid claim against any of the parties to this Agreement or
any of their Affiliates for a commission or brokerage fee or the
like in connection with this Agreement or the transactions
contemplated hereby as a result of any agreement of or action
taken by Buyer or any of its Affiliates.
4.4 Litigation. There is no material action, suit,
formal governmental investigation or other proceeding pending
or, to Buyer's knowledge, threatened against Buyer, at law or in
equity, before any federal, state or municipal court,
administrative agency or arbitrator which if adversely
determined would materially impair Buyer's ability to perform
this Agreement or the other instruments and documents to be
executed and delivered by Buyer at the Closing.
4.5 Exception to the Condition of Certain Railcars.
All of the Railcars listed on Schedule 4.5 do not satisfy
Seller's representation regarding the condition of Railcars set
forth in Section 3.5 because of "jack-in-the-box" trucks.
4.6 No Violation of Hart-Scott-Rodino Act. Allied
Railcar Company is the "ultimate parent entity" (as such term is
defined at 16 C.F.R. sect. 801.1(a)(3)) of Buyer. Buyer does not
have "total assets" or "annual net sales" of $10,000,000 or
more, within the meaning of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (15 U.S.C. sect. 18A).
ARTICLE 5
CONDITIONS TO BUYER'S OBLIGATIONS
The obligations of Buyer to purchase the Assets and
assume the Assumed Obligations are subject to the fulfillment,
at or before the Closing, of each of the following conditions,
any one or more of which may be waived by Buyer:
5.1 Representations, Warranties, Covenants. The
representations and warranties of Seller contained in Article 3
of this Agreement shall be true and correct in all material
respects as of the Closing Date as though such representations
and warranties were made as of the Closing Date. Seller shall
have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be
performed or complied with by it at or prior to the Closing
Date. Seller shall have furnished Buyer with a certificate,
dated the Closing Date and duly executed on behalf of Seller by
the President or a Vice President of Seller, to the effect that
the conditions set forth in this Section 5.1 have been satisfied.
5.2 Proceedings. No party to this Agreement shall be
subject to any order, stay, injunction or decree of any court of
competent jurisdiction in the United States restraining or
prohibiting the consummation of the transactions contemplated
hereby.
5.3 [Intentionally omitted.]
5.4 Bill of Sale and Assignment. Seller shall have
delivered to Buyer a Bill of Sale and Assignment, duly executed
by Seller, in the form attached to this Agreement as Exhibit C.
5.5 Instruments of Conveyance. Seller shall have duly
executed and delivered to Buyer any other assignments or
other instruments of conveyance with respect to the Assets
reasonably determined necessary by Buyer and its counsel.
5.6 Termination Statements. UCC-3 termination
statements and other releases of security interests described in
clause (v) of the definition of Permitted Liens.
5.7 Legal Opinions. Buyer shall have received a legal
opinion of Richard M. Cozart, general counsel of Chrysler
Capital Corporation ("CCC"), in the form of Exhibit D, and of
Allan L. Ronquillo, general counsel of Chrysler Financial
Corporation ("CFC"), in the form of Exhibit E.
5.8 CFC Guaranty. Buyer shall have received the
guaranty (the "CFC Guaranty"), in the form of Exhibit F, by CFC
of the indemnity obligations of Seller under this Agreement.
5.9 Non-Competition Agreement. CCC shall have
executed and delivered to Buyer a Non-Competition Agreement in
the form of Exhibit G.
5.10 Termination of Railcar Repair Facility Lease.
Seller shall have executed and delivered to Illinois Central
Railroad Company ("ICRC") a Termination of Lease Agreement in
the form of Exhibit H.
ARTICLE 6
CONDITIONS TO SELLER'S OBLIGATIONS
The obligations of Seller to consummate the transfer of
the Assets are subject to the fulfillment, at or before the
Closing, of each of the following conditions, any one or more of
which may be waived by Seller:
6.1 Representations, Warranties, Covenants. The
representations and warranties of Buyer contained in Article 4
of this Agreement shall be true and correct in all material
respects as of the Closing Date as though such representations
and warranties were made as of the Closing Date. Buyer shall
have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be
performed or complied with by it at or prior to the Closing
Date. Buyer shall have furnished Seller with a certificate,
dated the Closing Date and duly executed on behalf of Buyer by
the President or a Vice President of Buyer, to the effect that
the conditions set forth in this Section 6.1 have been satisfied.
6.2 Proceedings. No party to this Agreement shall be
subject to any order, stay, injunction or decree of any court of
competent jurisdiction in the United States restraining or
prohibiting the consummation of the transactions contemplated
hereby.
6.3 [Intentionally omitted]
6.4 Assumption of Liabilities by Buyer. Buyer shall
have delivered to Seller an Assumption of Liabilities duly
executed by Buyer, in the form attached to this Agreement as
Exhibit I.
6.5 Transition Agreement. Seller and Interail shall
have executed and delivered the Transition Agreement.
6.6 Legal Opinion. Seller shall have received a legal
opinion of McLachlan, Rissman & Doll, in the form of Exhibit J.
6.7 Termination of Railcar Repair Facility Lease.
ICRC shall have executed and delivered to Seller a Termination
of Lease Agreement in the form of Exhibit H.
6.8 Buyer's Guaranties. Seller shall have received a
guaranty, in the form of Exhibit K, from each of Illinois
Central Corporation, Wisconsin Central Ltd., Southern Leasing
Corporation and Railroad Financial Corporation (collectively,
the "Guarantors").
6.9 Assumption of Liabilities by Interail. Interail
shall have delivered to Seller an Assumption of Liabilities duly
executed by Interail in the form attached to this Agreement as
Exhibit L.
ARTICLE 7
COVENANTS
7.1 [Intentionally omitted].
7.2 Notice of Proceedings; Agreement to Defend.
(a) Each party to this Agreement will notify the
other promptly in writing upon (i) such party's becoming aware
of any order, judgment or decree restraining or enjoining the
consummation of this Agreement or the transactions contemplated
hereby or any complaint seeking such an order, judgment or
decree or (ii) such party's receiving any notice from any
governmental authority of its intention (A) to institute an
investigation into, or institute a suit or proceeding to
restrain or enjoin, the consummation of this Agreement or the
transactions contemplated hereby or (B) to nullify or render
ineffective this Agreement or such transactions if consummated.
(b) In the event any Person brings a suit or
claim, or commences an action, investigation or other
proceeding, which either challenges the validity or legality of
this Agreement or the transactions contemplated by this
Agreement or any instrument or document contemplated hereby, or
seeks damages in connection with such transactions, the parties
agree to consult and to cooperate with each other and use all
reasonable efforts to defend against such suit, claim, action,
investigation or other proceeding and, in the event an
injunction or other order is issued in connection with any of
the foregoing, to use all reasonable efforts to have such
injunction lifted or such order set aside so that the
transactions contemplated by this Agreement and the instruments
and documents contemplated hereby may proceed.
7.3 Consummation of Agreement. Subject to the
provisions of Article 9 of this Agreement, Buyer and Seller
shall use all reasonable efforts to fulfill and perform all
conditions and obligations on their respective parts to be
fulfilled and performed under this Agreement, and to cause the
transactions contemplated by this Agreement to be fully carried
out.
7.4 Consents and Filings. Buyer and Seller shall give
or cause to be given all required notices and use all reasonable
efforts to obtain as soon as possible all licenses, permits,
consents, approvals, authorizations, qualifications and orders
of governmental authorities as may be required or desired in
order to enable Seller and Buyer to perform their respective
obligations under this Agreement. Buyer and Seller shall take
such action as may be reasonably necessary to prepare the AAR
Certificates of Sale which shall be filed by Buyer with the AAR
upon Closing. Buyer acknowledges and agrees that the making by
Seller of any certification to the AAR under Rule 88 or in any
AAR Certificate of Sale shall not be deemed to constitute any
representation or warranty whatsoever to Buyer with respect to
the Railcars. Seller acknowledges and agrees that the execution
by Buyer of any certification to the AAR under Rule 88,
including any AAR Certificate of Sale, shall not affect any
claim Buyer may have for breach of any representation or
warranty made by Seller to Buyer under this Agreement.
7.5 Release of Certain Obligations. Seller and Buyer
shall each use all reasonable efforts (not requiring the
expenditure of money, or the payment or delivery of other
consideration) to obtain the complete release and discharge of
Seller and its Affiliates from all obligations and liabilities
of such Persons (whether as principal, guarantor or otherwise)
with respect to the Assumed Contracts.
7.6 Contest of Taxes. Following the Closing, Buyer
shall give Seller prompt notice, including a copy of the
relevant portion, of any notice (including, for purposes of this
Section, any tax bill, assessment, proposed revision or other
similar document) that Buyer receives respecting or relating to
the payment of property or sales taxes on the Railcars relating
to any period that ends prior to the Effective Time, and shall
allow Seller to respond to such notice, and to contest,
negotiate or otherwise settle any claims made by a taxing
authority for such taxes. Seller shall give Buyer notice of,
including a copy of the relevant portion of, any notice that
Seller receives respecting or relating to the payment of
property or sales taxes on the Railcars relating to any period
that commences on or subsequent to the Effective Time, and shall
allow Buyer to respond to such notice, and to contest, negotiate
or otherwise settle any claims made by a taxing authority for
such taxes. Each of Buyer and Seller shall give to the other
prompt notice of, including a copy of the relevant portion of,
any notice that it receives respecting or relating to the
payment of property or sales taxes on the Railcars relating to a
period that includes but does not end on the Closing Date
("Joint Obligation Period"). The party which, pursuant to this
Agreement, would pay the larger portion of the amounts asserted
under a Joint Obligation Period notice shall have the right to
respond to any such notice and to contest, negotiate or
otherwise settle any claims made by a taxing authority for taxes
under such notice; provided, however, that (a) where a notice
covers both Railcars and other property and applicable
procedures permit separate protests or proceedings with respect
to separate items of property on such notice, the right to
respond to and to contest such notice with respect to the
Railcars shall be determined as if separate notices had been
received with respect to the Railcars and such other property,
and (b) the party with the right to contest, negotiate or
otherwise settle any Joint Obligation Period notice shall
consult with the other party prior to taking any action or
permitting any right to lapse through inaction, and shall
otherwise take reasonable steps to keep the other party informed
of any proceedings involving such Joint Obligation Period notice.
7.7 Records. Seller shall deliver to Buyer the
Records as promptly as practicable, but in no event later than
60 days after the Closing Date. Except in the case of willful
failures by Seller to deliver a specific Record which is within
the possession and control of Seller, following a written
request therefor by Buyer, Seller shall have no liability to
Buyer for failure to deliver any Record to Buyer unless (and
only to the extent) Buyer is actually damaged thereby.
7.8 MPA Mark. Buyer acknowledges that the MPA mark
and the Mark Agreement, dated June 28, 1991, between Seller and
The Maryland and Pennsylvania Railroad Company ("MPR") regarding
the use of the MPA mark (the "MPA Mark Agreement") are not
assignable without the consent of MPR. Buyer hereby agrees
that, at its expense, Buyer will take all action that may be
necessary to obtain MPR's consent to the assignment of the MPA
Mark Agreement to Buyer; provided however, that if for any
reason MPR does not consent to the assignment of the MPR Mark
Agreement prior to the Closing, then the MPA Mark Agreement and
Seller's right to use the MPA mark shall not be assigned to or
assumed by Buyer and the MPA Mark Agreement shall not be deemed
for any purpose to be a Restricted Asset. Failure to obtain the
consent referred to in the foregoing sentence prior to the
Closing Date shall not effect Buyer's obligation to purchase the
Assets and assume the Assumed Obligations.
ARTICLE 8
SURVIVAL; INDEMNIFICATION
8.1 Survival. Subject to this Section 8.1 and to
Section 8.2(f), all representations, warranties, covenants and
agreements contained in this Agreement, or in the certificates
of Buyer and Seller to be delivered at the Closing, the Bill of
Sale and Assignment, the Assumption of Liabilities and the
Assignment and Assumption of Liabilities of Interail
(collectively, the "Other Documents"), shall survive (and not be
affected in any respect by) the Closing, any investigation
conducted by any party hereto and any information which any
party may receive. Notwithstanding the foregoing, (i) the
covenants contained in Sections 7.2(a), 7.3 and the first
sentence of 7.4 and the related indemnity obligations set forth
in Section 8.2 hereof, shall terminate on, and no action or
claim with respect thereto may be brought after, the date that
is six months after the Closing Date; (ii) the representations
and warranties of Seller contained in Section 3.4 and the
related indemnity obligations set forth in Section 8.2 hereof
shall terminate on, and no action or claim with respect thereto
may be brought after, the statutory limitation period provided
in Section 2-725 of the Illinois Uniform Commercial Code as in
effect on the date of this Agreement; and (iii) all other
representations and warranties contained in this Agreement or
the Other Documents, and the related indemnity obligations set
forth in Section 8.2 hereof, shall terminate on, and no action
or claim with respect thereto may be brought after, the date
which is eighteen months after the Closing Date. The
limitations in clauses (i) and (iii) in the preceding sentence
shall not bar actions after the expiration of the applicable
limitations period provided a reasonably detailed written notice
of the claim stated in the applicable action is given to the
Indemnifying Party (as defined in Section 8.2(c)) prior to
expiration of the applicable limitations period and a complaint
is filed or equitable relief is sought in a court having
jurisdiction in such action within three months after the date
such notice is given.
8.2 Indemnification. The parties shall indemnify each
other as set forth below:
(a) Subject to Sections 8.1 and 8.2(f), Seller
hereby agrees to indemnify and hold harmless Buyer from, and to
reimburse Buyer for, on a net after-tax basis (taking into
account any savings in Taxes resulting from the indemnified
Losses, as defined below, and any Taxes on indemnity payments),
any and all losses, damages, liabilities and claims, and fees,
costs and expenses of any kind related thereto ("Losses")
(including, without limitation, any reasonable Legal Expenses
(as defined below) but excluding compensation paid to employees
of Buyer), which are the direct result of (i) the breach as of
the Closing Date of any representation or warranty of Seller
contained in Article 3 of this Agreement, (ii) the breach by
Seller of or failure by Seller to perform any of its obligations
contained in this Agreement or any of the Other Documents or
(iii) any failure by Seller to pay or discharge when due any
liability or obligation of Seller that is not assumed by Buyer
in or pursuant to this Agreement or any of the Other Documents
or, in the case of Management Agreements for managed railcars,
Interail. Notwithstanding the foregoing, (A) Seller shall be
responsible for any Losses with respect to the matters referred
to in (1) Section 8.2(a)(i), to the extent they arise out of a
breach of a representation or warranty other than those
contained in Section 3.4, and (2) Section 8.2(a)(iii) only to
the extent that the cumulative aggregate amount of such Losses
(calculated on a net after-tax basis as described above),
exceeds $536,000 (the "Basket Amount"), in which case, Seller
shall then be responsible for the aggregate amount of such
Losses in excess of the Basket Amount, and (B) the cumulative
aggregate indemnity obligation of Seller
under this Section 8.2 with respect to the matters referred to
in Sections 8.2(a)(i) and 8.2(a)(ii) shall in no event exceed
the Purchase Price (the "Cap"). As used herein, "Legal
Expenses" shall mean the fees, costs and expenses of any kind
incurred by any Person indemnified herein and its counsel in
investigating, preparing for, defending against or providing
evidence, producing documents or taking other action with
respect to any threatened or asserted claim.
(b) Subject to Section 8.1, Buyer hereby agrees
to indemnify and hold harmless Seller from, and to reimburse
Seller for, on a net after-tax basis (taking into account any
savings in Taxes resulting from the indemnified Losses and any
Taxes on indemnity payments), any and all Losses (including,
without limitation, any reasonable Legal Expenses but excluding
compensation paid to employees of Seller), which (i) are the
direct result of (A) the breach as of the Closing Date of any
representation or warranty of Buyer contained in Article 4 of
this Agreement, (B) the breach by Buyer of or failure by Buyer
to perform any of its obligations contained in this Agreement or
any of the Other Documents, (C) any failure by Buyer to pay or
discharge any liability or obligation assumed by it in or
pursuant to this Agreement or any of the Other Documents,
(D) any failure by Buyer to pay or discharge any other
liabilities, obligations and duties (and asserted liabilities,
obligations or duties), whether fixed, contingent or otherwise,
accruing, arising, incurred or to be performed after the Closing
Date, in any way associated with, relating to, or arising out
of, the Assets, other than Excluded Obligations, (E) any failure
by Interail to pay or discharge any liability or obligation
assumed by Interail pursuant to the Assignment and Assumption
Agreement of even date herewith between Seller and Interail (the
"Interail Assumption Agreement") or (F) the breach by Interail
of any of its obligations under the Interail Assumption
Agreement or the Transition Agreement, or (ii) relate to or
arise out of the delay in the delivery of the Railcars by Seller
in accordance with Section 2.8(b).
(c) As promptly as reasonably practicable after
Buyer or Seller shall receive any notice of, or otherwise become
aware of, the commencement of any action, suit or proceeding,
the assertion of any claim, the occurrence of any event, the
existence of any fact or circumstance or the incurrence of any
Loss, for which indemnification is provided for by this
Section 8.2 (an "Indemnification Event"), the party entitled to
indemnification (an "Indemnified Party") shall give written
notice (an "Indemnification Claim") to the party from which
indemnification is sought (an "Indemnifying Party") describing
in reasonable detail the basis of such Indemnification Claim.
If the Indemnifying Party is not so
notified by the Indemnified Party within 14 calendar days after
the date an officer of the Indemnified Party receives notice of,
or an officer of the Indemnified Party becomes aware of, any
Indemnification Event, the Indemnifying Party shall be relieved
of liability hereunder to any Indemnified Party in respect of
such Indemnification Event, or the facts or circumstances giving
rise thereto, to the extent, (but only to the extent) the
Indemnified Party is actually prejudiced or damaged thereby. If
such Indemnification Claim involves the claim of any third
party, the Indemnifying Party shall be entitled to participate
in, and assume sole control over, the defense and settlement of
such claim; provided, however, that (i) the Indemnified Party
shall be entitled to participate in the defense of such claim
and to employ counsel at its own expense to assist in the
handling of such claim; (ii) the Indemnifying Party shall
thereafter consult with the Indemnified Party upon Indemnified
Party's reasonable request for such consultation from time to
time with respect to such claim; and (iii) the Indemnifying
Party shall obtain the prior written approval of the Indemnified
Party, which shall not be unreasonably withheld or delayed,
before entering into any settlement of such claim or ceasing to
defend against such claim, if as a result of such settlement
injunctive or other equitable relief would be imposed against
the Indemnified Party. After written notice by the Indemnifying
Party to the Indemnified Party of its election to assume control
of the defense of any such claim, the Indemnifying Party shall
not be liable to such Indemnified Party hereunder for any Legal
Expenses subsequently incurred by such Indemnified Party in
connection therewith. If the Indemnifying Party does not assume
sole control over the defense or settlement of such claim as
provided in this Section 8.2(c) within a reasonable period of
time, the Indemnified Party shall have the right to defend and,
upon obtaining the written consent of the Indemnifying Party
which shall not be unreasonably withheld or delayed, settle the
claim in such manner as it may deem appropriate, and the
Indemnifying Party shall promptly reimburse the Indemnified
Party therefor in accordance with Section 8.2(a) or 8.2(b), as
appropriate. As long as the Indemnifying Party has not
materially breached its obligations under this Section 8.2(c),
the Indemnifying Party shall not be liable under this
Section 8.2 for any settlement or compromise effected without
its consent.
(d) In the event of any Indemnification Claim
involving the claim of any third party, the Indemnified Party
shall cooperate (and shall cause its Affiliates to cooperate) in
all reasonable respects with the Indemnifying Party in the
defense of any such claim under this Section 8.2. Without
limiting the generality of the foregoing, the Indemnified Party
shall furnish the Indemnifying Party with such documentary or
other evidence as is then in its or any of its Affiliates'
possession as may reasonably be requested by the Indemnifying
Party for the purpose of defending against any such claim.
(e) Upon payment of any amount pursuant to any
Indemnification Claim, the Indemnifying Party shall be
subrogated, to the extent of such payment, to all of the
Indemnified Party's rights of recovery against any third party
with respect to the matters to which such Indemnification Claim
relates.
(f) Any term of this Article 8 to the contrary
notwithstanding, the rights and remedies of Buyer, Seller and
any other Indemnified Party under this Section 8.2 are exclusive
and in lieu of any and all other rights and remedies (other than
equitable remedies that may be available to obtain specific
performance of this Agreement) which Buyer or Seller or any
other Indemnified Party or any other Person may have under this
Agreement, the Other Documents or otherwise with respect to (x)
the breach of any representation, warranty, certification or
other statement made (or deemed made) by Seller or Buyer in or
pursuant to this Agreement or any of the Other Documents or
(y) any breach or failure to perform any covenant or agreement
set forth in this Agreement or in any of the Other Documents.
(g) If at any time subsequent to the receipt by
any Indemnified Party of an indemnity payment hereunder, such
Indemnified Party (or any Affiliate thereof) receives any
recovery, settlement or other similar payment with respect to
the Loss for which it received such indemnity payment (the
"Recovery" determined on a net after-tax basis in accordance
with Section 8.2(a) or 8.2(b), as the case may be) such
Indemnified Party shall promptly pay to the Indemnifying Party
an amount equal to the amount of such Recovery less any expense
incurred by such Indemnified Party (or its Affiliates) in
connection with such Recovery, but in no event shall any such
payment exceed the amount of such indemnity payment.
<PAGE>
ARTICLE 9
TERMINATION
9.1 Mutual Agreement. This Agreement may be
terminated at any time prior to the Closing by the written
agreement of Seller and Buyer.
9.2 Unilateral Termination. This Agreement may be
terminated by Buyer or Seller giving notice of termination to
the other at any time after December 31, 1993, if the Closing
has not occurred by that date.
9.3 Effect of Termination. Except for the terms of
Sections 10.2 and 10.9 hereof, which shall survive any
termination of this Agreement, upon the termination of this
Agreement pursuant to this Article 9, this Agreement shall
forthwith become null and void, and no party hereto or any of
its officers, directors, employees, agents, consultants,
stockholders or principals shall have any rights, liabilities or
obligations hereunder or with respect hereto; provided, however,
that nothing contained in this Article 9 shall relieve any party
from liability for any willful failure to comply with any
covenant or agreement contained herein (and the terms of
Article 8 hereof shall apply to any such failure).
ARTICLE 10
MISCELLANEOUS
10.1 Exclusivity of Representations; Reliance on
Representations. (a) THE REPRESENTATIONS AND WARRANTIES MADE
BY SELLER IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF
ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER IMPLIED
WARRANTIES OF SELLER. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR
IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE
DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR STOCKHOLDERS OF
ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT
LIMITATION, THE CONFIDENTIAL MEMORANDUM, DATED MARCH, 1993), BY
SELLER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
(b) Buyer represents to Seller that in making its
decision to enter into this Agreement and purchase the Assets,
it is not relying on any information provided or statements made
by Seller or any of its agents, representatives, employees or
Affiliates other than the specific representations and
warranties made by Seller in this Agreement.
10.2 Expenses. Except as expressly contemplated by
this Agreement, each party hereto shall bear all of its expenses
incurred in connection with the transactions contemplated by
this Agreement, including, without limitation, accounting and
legal fees incurred in connection herewith.
Buyer shall be exclusively responsible for, and shall indemnify
and hold Seller harmless against, and Seller shall have no
liability or responsibility for, (i) any sales, use, transfer,
stamp, documentary, recording, registration or similar Taxes
arising from the transfer of the Assets to Buyer, Interail or
Buyer's assignees, or any subsequent use or rental of the Assets
by Buyer, Interail or Buyer's assignees, and (ii) any filing or
recording fees in connection with the transfer of the Assets to
Buyer or Interail, but excluding UCC-3 filing fees which will be
borne by Seller. Buyer and Seller agree to cooperate in order
to minimize any taxes that may be applicable to the transfer of
the Assets.
10.3 Bulk Sales Laws. Buyer hereby waives compliance
with the provisions of any applicable bulk sales law. Seller
agrees to indemnify and hold Buyer harmless from any loss,
liability, cost or expense which may result from non-compliance
with any applicable bulk sales law in connection with the sale
of the Assets to Buyer.
10.4 Assignments.
(a) Except as provided below in Sections 10.4(b)
and 10.4(c), Buyer may not without the consent of Seller, and
Seller may not without the consent of Buyer, assign any of their
respective rights or delegate any of their respective duties
hereunder or under the Guaranties referred to in Sections 5.8
and Section 6.8, and any such attempted assignment or delegation
without such consents shall be void.
(b) After the Closing, without any such consent,
(i) Seller may assign any of its rights and/or obligations
hereunder to any of its Affiliates, and upon such assignment
Seller will be released from all of its obligations hereunder,
and (ii) Seller may assign any of its rights under the
Guaranties referred to in Section 6.8 to any of its Affiliates.
(c) After or simultaneously with the Closing,
upon written notice to Seller (in the case of an assignment or
collateral assignment of any rights and related obligations
under this Agreement) or CFC (in the case of an assignment or
collateral assignment of the CFC Guaranty) but without any
consent from Seller, (i) Buyer or any Purchaser (as hereafter
defined) may assign, as collateral security, any of its rights
and/or obligations hereunder and under the CFC Guaranty to any
source of financing who takes a security interest (or ownership
interest in the case of a sale and lease-back transaction) in
the Assets (a "Secured Party"); and (ii) Buyer and each
Purchaser may assign, in whole or in part, any of its rights
and/or obligations hereunder or under the CFC Guaranty to a
subsequent Purchaser, provided, however, that (A) no assignment
of any rights under this Agreement or the CFC Guaranty to any
Purchaser shall be made, and no purported assignment shall be
effective, unless such Purchaser also assumes all of the Assumed
Obligations with respect to the rights and/or Assets acquired by
and assigned to such Purchaser, such assumption to be evidenced
by an assumption agreement in substantially the form attached
hereto as Exhibit N, (B) any assignment of any rights under this
Agreement or the CFC Guaranty shall be subject to all of the
provisions of this Agreement and the CFC Guaranty, as the case
may be, including without limitation the Basket Amount and the
Cap and the consent to jurisdiction contained in Section 10.9.
No assignment of this Agreement by Buyer or by any Purchaser
shall affect the obligations of the Guarantors under the
guaranties referred to in Section 6.8 which shall remain in full
force and effect.
"Purchaser" means any Person (other than Buyer)
who purchases or otherwise acquires any of the Assets on or
after the Closing Date in accordance with Section 10.4(c)(ii).
(d) All claims for indemnification brought by
Buyer, any Purchaser or any Secured Party under Section 8.2(a)
or the related payment obligation under the CFC Guaranty shall
be brought by Buyer (or a successor to Buyer which is reasonably
satisfactory to Seller) as agent for the Person seeking
indemnification, and neither Seller nor CFC shall have any
liability whatsoever for any claim for indemnification under
Section 8.2(a) or the related payment obligation under the CFC
Guaranty unless Buyer (or a successor to Buyer which is
reasonably satisfactory to Seller) acts as agent on behalf of
the party seeking indemnification.
10.5 Further Assurances.
(a) From time to time prior to, at and after the
Closing Date, each party hereto will execute all such
instruments and take all such actions as any other party, being
advised by counsel, shall reasonably request in connection with
carrying out and effectuating the intent and purpose hereof and
all transactions and things contemplated by this Agreement,
including, without limitation, the execution and delivery of any
and all confirmatory and other instruments in addition to those
to be delivered on the Closing Date, and any and all actions
which may reasonably be necessary or desirable to complete the
transactions contemplated hereby.
(b) After the Closing, Seller shall use
reasonable efforts (not including the expenditure of money, or
the payment or delivery of other consideration by Seller) to
provide for and at the expense of Buyer the benefit (to the
maximum extent permitted by law and the applicable warranty) of
any manufacturer's and repairman's warranties relating to the
Assets to the extent such warranties are not assigned to Buyer
pursuant to this Agreement.
(c) After the Closing, Seller shall use reasonable
efforts (not including the expenditure of money, or the payment
of other consideration by Seller) to assist Buyer in clearing
record title to the Railcars and obtaining the release of any
encumbrances of record upon the Railcars which were in effect
prior to the Closing Date. At Closing Seller shall execute and
deliver to Buyer a Power of Attorney in the form of Exhibit O
hereto. Upon the dissolution of Seller, Seller shall cause one
of its Affiliates to execute and deliver to Buyer an appropriate
substitute limited power of attorney and upon such delivery,
Buyer shall deliver the original power of attorney to Seller for
destruction.
10.6 Public Announcement. After this Agreement is
fully executed, neither Buyer nor Seller shall make any public
announcement with respect to the transactions contemplated
hereby without the prior written consent of the other party,
which consent shall not be unreasonably withheld; provided,
however, that any party or its Affiliates may at any time make
any announcements which are required by applicable law,
regulation or rule or National Association of Securities
Dealers' or stock exchange requirements or which the Board of
Directors of such party believes in good faith to be so
required, so long as it notifies the other party where
practicable of such requirement and discusses with the other
party in good faith the wording of any such announcement.
10.7 Notices. Notices and other communications
provided for herein shall be in writing (which shall include
notice by telex or facsimile transmission) and shall be
delivered or mailed (or if by telex, graphic scanning or other
facsimile communications equipment of the sending party hereto,
delivered by such equipment), addressed as follows:
If to Seller:
Chrysler Capital Corporation
225 High Ridge Road
Stamford, Connecticut 06905
Telecopier No.: (203) 975-3910
Attn: John W. James
with copies to:
Chrysler Capital Corporation
225 High Ridge Road
Stamford, Connecticut 06905
Telecopier No.: (203) 975-3911
Attn: Richard M. Cozart, Esq.
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034-8286
Telecopier No.: (313) 948-3138
Attn: Allen L. Ronquillo, Esq.
Hughes Hubbard & Reed
One Battery Park Plaza
New York, New York 10004
Telecopier No.: (212) 422-4726
Attn: Thomas G. Schueller, Esq.
If to Buyer:
Allied Railcar Company
6 W. Hubbard Street, Suite 500
Chicago, Illinois 60610
Telecopier No.: (312) 222-1470
Attn: President
with a copy to:
McLachlan, Rissman & Doll
6 W. Hubbard Street, Suite 500
Chicago, Illinois 60610
Telecopier No.: (312) 527-2023
Attn: John H. Doll, Esq.
or to such other address as a party may from time to time
designate in writing in accordance with this section. All
notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt, provided that any
notice or communication that is received other than during
regular business hours of the recipient shall be deemed to have
been given at the opening of business on the next business day
of the recipient.
10.8 Captions. The captions of Articles and Sections
of this Agreement are for convenience only and shall not
control or affect the meaning or construction of any of the
provisions of this Agreement.
10.9 Law Governing; Consent to Jurisdiction.
(a) Law Governing. This Agreement shall be
governed by and construed and enforced in accordance with the
laws of the State of Illinois (without regard to the conflicts
of law principles thereof).
(b) Consent to Jurisdiction. Each party to this
Agreement hereby irrevocably and unconditionally:
(i) submits for itself and its property in
any legal action or proceeding relating to this Agreement or for
recognition and enforcement of any judgment in respect thereof,
to the non-exclusive general jurisdiction of the courts of the
State of Illinois located in Chicago, the courts of the United
States of America for the Northern District of Illinois and
appellate courts from any of the foregoing;
(ii) consents that any such action or
proceeding may be brought in such courts, and waives any
objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient forum and agrees
not to plead or claim the same;
(iii) agrees that service of process in any
such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at its
address as provided in Section 10.7 hereof; and
(iv) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE
A JUDGE SITTING WITHOUT A JURY.
10.10 Waiver of Provisions. The terms, covenants,
representations, warranties and conditions of this Agreement may
be waived only by a written instrument executed by the party
waiving compliance. The failure of any party at any time or
times to require performance of any provision of this Agreement
shall in no manner affect the right of such party at a later
date to enforce the same. No waiver by any party of any
condition or the breach of any provision, term, covenant,
representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be
deemed to be or construed as a further or continuing waiver of
any such condition or of the breach of any other provision,
term, covenant, representation, or warranty of this Agreement.
10.11 Counterparts. This Agreement may be executed in
several counterparts, and all counterparts so executed shall
constitute one agreement, binding on the parties hereto,
notwithstanding that the parties are not signatories to the same
counterpart.
10.12 Entire Agreement; Amendment. This Agreement,
the other agreements and instruments referred to herein or
executed simultaneously herewith and the Confidentiality
Agreement dated November 23, 1993 between Railroad Financial
Corporation ("RFC") and Seller constitute the entire agreement
among the parties or their Affiliates with respect to the
matters contained herein and supersede and cancel any and all
prior agreements relating to such matters between them,
including, without limitation, the Letter of Intent, dated
October 6, 1993, among RFC, Illinois Central Railroad Company,
Wisconsin Central Ltd., Interail Inc. and Seller, and the Letter
of Confirmation, dated October 8, 1993, from RFC to The
Blackstone Group, L.P., and may not be amended or modified
except in a writing signed by Buyer and Seller.
10.13 Access to Books and Records.
(a) After the Closing Date, Buyer shall, upon the
request and at the expense of Seller in connection with the
preparation by Seller of tax returns and for such other purposes
as Seller shall reasonably request, (i) provide to the officers
and other authorized representatives of Seller full access,
during normal business hours, to any and all premises,
properties, files, books, records, documents and other
information relating to the Assets, (ii) furnish to Seller and
its authorized representatives any and all financial, technical
and operating data and other information pertaining to the
Assets, (iii) make available to Seller and its authorized
representatives personnel of Buyer to consult with such persons
and (iv) make available for inspection and copying by Seller
true and complete copies of any documents relating to the
foregoing. In exercising its rights under the foregoing
provisions of this Section 10.13, Seller and its representatives
shall not interfere with Buyer's normal operations. Buyer shall
retain the files, books, records and documents relating to the
Assets for at least five years after the Closing Date.
Thereafter, Buyer shall give Seller at least 45 business days'
prior written notice of the proposed destruction of any such
files, books, records or documents and, at the request and
expense of Seller, shall deliver to Seller
any of such files, books, records or documents that Seller may
reasonably request.
(b) After the Closing Date, Seller shall, upon
the request and at the expense of Buyer, provide to the officers
and other authorized representatives of Buyer access, during
normal business hours, to any and all premises, properties,
files, books, records, documents and other information in the
possession or control of Seller relating to the Assets, and make
available for inspection and copying by Buyer true and complete
copies of any such documents. In exercising its rights under
the foregoing provisions of this Section 10.13(b), Buyer and its
representatives shall not interfere with Seller's normal
operations. Seller shall give Buyer 30 days' prior written
notice of the proposed destruction of any files, books, records
or documents relating to the Assets. Buyer acknowledges that
Seller will be liquidated after the Closing and further agrees
that upon the liquidation of Seller, Seller shall have no
further obligations under this Section 10.13(b) if Seller gives
the notice referred to in the preceding sentence.
10.14 No Third Party Beneficiary. This Agreement is
not intended and shall not be construed to confer upon any
Person other than the parties hereto and their permitted assigns
any rights or remedies hereunder.
10.15 Non-Use of Name. Buyer acknowledges that the
Assets may include items such as, without limitation, packaging
materials, stationery, signs and business cards which are marked
with the name "Chrysler," "Chrysler Rail Transportation
Corporation" or variations thereof. From and after the Closing,
Buyer shall completely and permanently obliterate or remove all
such markings prior to using any such item, and in the event
that any such marking cannot be completely and permanently
obliterated or removed from any such item, Buyer shall promptly
destroy such item. From and after the Closing, Buyer shall
permanently refrain from using the name "Chrysler", "Chrysler
Rail Transportation Corporation" or any variation thereof in any
manner in connection with the Assets. Notwithstanding anything
to the contrary, Buyer shall not be obligated to repaint any
Railcar marked with the name "Chrysler," "Chrysler Rail
Transportation Corporation" or variations thereof.
10.16 Severability. If any provision of this
Agreement is held to be unenforceable for any reason, it shall
be adjusted rather than voided, if possible, in order to achieve
the intent of the parties to the extent possible. In
any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent possible.
10.17 Admissions, Schedules. Neither the
specification of any dollar amount in the indemnification
provisions of Article 8 nor the inclusion of any items in any
Schedule shall be deemed to constitute an admission by Seller or
Buyer, or otherwise imply, that any such amount or the items so
included are material for the purposes of this Agreement. The
inclusion of, or reference to, any item within any particular
Schedule does not constitute an admission by Seller or Buyer
that such item meets any or all of the criteria set forth in the
Agreement for inclusion in such Schedule.
10.18 Insurance. Buyer acknowledges that all
insurance policies maintained by Seller and its Affiliates with
respect to the Assets may be terminated effective at any time on
or after the Closing Date.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their duly authorized officers,
all as of the day and year first above written.
CHRYSLER RAIL TRANSPORTATION
CORPORATION
By: /s/ John J. Thomas
Title: Vice President-Sales
ALLIED RAILCAR COMPANY
By: /s/ A. D. Kruglinski
Title: President
Exhibit 10-PPPP
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 December 15, 1993
Stikeman, Elliott
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE 1
INTERPRETATION
1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . 2
1.2 Headings. . . . . . . . . . . . . . . . . . . . . . . . . 14
1.3 References to Sections, Articles and Exhibits . . . . . . 14
1.4 Number and Gender . . . . . . . . . . . . . . . . . . . . 15
1.5 Accounting Principles . . . . . . . . . . . . . . . . . . 15
1.6 Currency. . . . . . . . . . . . . . . . . . . . . . . . . 15
1.7 Computation of Time Periods . . . . . . . . . . . . . . . 15
1.8 Summary of the Transaction. . . . . . . . . . . . . . . . 15
1.9 List of Exhibits. . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures . . . . . . . . . . . . . . . . . . . 16
2.2 Adjustments . . . . . . . . . . . . . . . . . . . . . . . 16
2.3 Liquidation Procedures. . . . . . . . . . . . . . . . . . 17
2.4 Deferred Purchase Account . . . . . . . . . . . . . . . . 20
2.5 Purchaser's Capital . . . . . . . . . . . . . . . . . . . 21
2.6 Clean-Up Repurchase . . . . . . . . . . . . . . . . . . . 22
2.7 Deemed Collections. . . . . . . . . . . . . . . . . . . . 22
2.8 Reporting . . . . . . . . . . . . . . . . . . . . . . . . 22
2.9 Payments and Computations . . . . . . . . . . . . . . . . 23
2.10 Further Action to Protect Purchased Assets. . . . . . . . 24
2.11 Ineligible Secured Loans. . . . . . . . . . . . . . . . . 24
2.12 Retransfer of Purchased Assets. . . . . . . . . . . . . . 25
2.13 Deferred Purchase Account . . . . . . . . . . . . . . . . 25
2.14 Allocation of Collections . . . . . . . . . . . . . . . . 26
ARTICLE 3
COLLECTION
3.1 Designation of the Collector. . . . . . . . . . . . . . . 26
3.2 Duties of the Collector, etc. . . . . . . . . . . . . . . 26
3.3 Collector Fee . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Purchaser's Conditions Precedent to the
Purchase. . . . . . . . . . . . . . . . . . . . . . . . 28
4.2 Seller's Conditions Precedent to the Purchase . . . . . . 30
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 . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE 6
COVENANTS OF THE SELLER
6.1 Affirmative Covenants of the Seller . . . . . . . . . . . 36
6.2 Negative Covenants of the Seller. . . . . . . . . . . . . 39
6.3 Covenants of Chrysler Financial . . . . . . . . . . . . . 39
ARTICLE 7
SIGNIFICANT EVENTS
7.1 Meaning of Significant Event. . . . . . . . . . . . . . . 41
7.2 Action Upon a Significant Event . . . . . . . . . . . . . 42
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES
8.1 Delegation in Favour of Administrative Agent. . . . . . . 43
8.2 Liability of Purchaser and Administrative
Agent . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.3 The Administrative Agent and Affiliates . . . . . . . . . 44
8.4 Responsibilities of the Seller and the
Purchaser . . . . . . . . . . . . . . . . . . . . . . . 44
8.5 Power of Attorney . . . . . . . . . . . . . . . . . . . . 45
ARTICLE 9
INDEMNIFICATION
9.1 Indemnities by the Seller . . . . . . . . . . . . . . . . 45
9.2 Limited Indemnity by the Seller . . . . . . . . . . . . . 47
9.3 Co-operation in Litigation and Proceedings . . . . . . . 47
ARTICLE 10
MISCELLANEOUS
10.1 Amendments, Etc.. . . . . . . . . . . . . . . . . . . . . 47
10.2 Entire Agreement. . . . . . . . . . . . . . . . . . . . . 48
10.3 Notices, etc. . . . . . . . . . . . . . . . . . . . . . . 48
10.4 No Waiver; Remedies . . . . . . . . . . . . . . . . . . . 48
10.5 Binding Effect; Assignability; Termination, etc.. . . . . 48
10.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . 49
10.7 Costs, Expenses and Taxes . . . . . . . . . . . . . . . . 49
10.8 Change in Circumstance. . . . . . . . . . . . . . . . . . 50
10.9 Failure to Perform. . . . . . . . . . . . . . . . . . . . 51
10.10 Consent to Jurisdiction; Waiver of Immunities . . . . . . 51
10.11 Confidentiality . . . . . . . . . . . . . . . . . . . . . 52
10.12 Further Assurances. . . . . . . . . . . . . . . . . . . . 52
10.13 Execution in Counterparts . . . . . . . . . . . . . . . . 52
10.14 Dual Deed Clause. . . . . . . . . . . . . . . . . . . . . 52
10.15 Severability. . . . . . . . . . . . . . . . . . . . . . . 53
10.16 Limitation of Liability . . . . . . . . . . . . . . . . . 53
SCHEDULES
EXHIBIT A - Purchased Assets
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 December 15,
1993.
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 Premier 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 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 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 acting pursuant to an agreement
dated as of July 27, 1990 between CIBC and the Purchaser.
"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 assigns.
"Canadian Dollars" or "$" means the lawful currency of Canada.
"Chrysler Financial" means Chrysler Financial Corporation, its
successors and permitted assigns.
"Closing Date" means December 21, 1993.
"Collections" means all cash collections 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 Schedule F.
"Cut-Off Date" means, with respect to the Portfolio A Purchased
Assets, November 30, 1993 and, with respect to the Portfolio B Purchased
Assets, December 11, 1993.
"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 recent
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
(other than the Province of Quebec) 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.
"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.
"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 (e); and
(e) an event of default as defined in the interest rate and currency
exchange agreement referred to in Section 4.1(l) 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) 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).
"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 period, and (y) any other
Collections received with respect to Purchased Assets which became
Defaulted Loans in any prior Settlement Period.
"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
with respect to the Loan Receivables forming 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.
"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 A Purchased Assets" means the Purchased Assets listed
or referred to in Exhibit A under the heading "Portfolio A".
"Portfolio B Purchased Assets" means the Purchased Assets listed
or referred to in Exhibit A under the heading "Portfolio B".
"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 $235,288,765.68.
"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 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 9.03%.
"Required Deferred Amount" means, as determined for each
Settlement Date, the greater of (i) $705,866.30, 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 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 Net Book Value" means, at any time, the sum of the
Program Amount at such time and the Required Reserve.
"Required Reserve" means, at any time, the greater of (i) the
Reserve Rate multiplied by the Program Amount, and (ii) $6,588,085.44.
"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(n) and (o).
"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 tenth Business Day of the calendar month following such Settlement
Period.
"Settlement Period" means (i) initially, the period from, with
respect to the Portfolio A Purchased Assets, November 30, 1993 and, with
respect to the Portfolio B Purchased Assets, December 11, 1993 to and
including in each case January 31, 1994, 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; provided, however, that if the long term debt
rating of Chrysler Financial by Moody's Investors Service, Inc. (or any
successor thereof) falls below Baa3 (or its then equivalent), any
Settlement Period which commences prior to the occurrence of such event
shall be deemed to end on the day that such event occurred, and the
Purchaser shall be entitled to select the length of any Settlement Period
commencing on or after the occurrence of such event (including, without
limitation, a period of one day).
"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)(ii), 2.4(1)(a) 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
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) 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.
(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 most recently completed Settlement
Period (including, without limitation, any deemed receipt of
Collections pursuant to Section 2.7) and any other Collections
received with respect to the most recently completed Settlement
Period or any prior Settlement Period;
(b) any Net Proceeds received by the Collector relating to
dispositions of Related Equipment in the most recently completed
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 most recently completed 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 most recently
completed 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 most recently completed Settlement
Period, and (y) Net Proceeds received in such 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(l);
(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 on the first day of the most
recently completed Settlement Period (or, in respect of the
initial Settlement Period, the sum of the Net Book Value of the
Portfolio A Purchased Assets on November 30, 1993 and the Net
Book Value of the Portfolio B Purchased Assets on December 11,
1993) exceeds (II) the Net Book Value of the Purchased Assets on
the last day of the most recently completed 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; and
(g) the 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(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 its option, to 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, provided
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 then current Program
Amount 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(l)), 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) 0.38%.
(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, including an
assignment agreement in a form which conforms to the laws of the Province
of Quebec with respect to the retransfer of Purchased Assets secured by
charges over Related Equipment located in the Province of Quebec.
2.13 Deferred Purchase Account
The balance available in the Deferred Purchase Account shall be
invested in Permitted Investments by the Purchaser. The Purchaser shall
maintain a portion of the balance in the Deferred Purchase Account 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) certified copies of the constating documents of the Seller and
Chrysler Financial and 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) an executed copy of (i) the Inter-Purchaser Agreement, and (ii)
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) executed copies of the assignment agreement contemplated in
Section 10.14 to protect and perfect the Purchaser's interest in
the Related Secured Loan Rights under the laws of the Province of
Quebec accompanied by any affidavits required for registration
thereof;
(j) 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;
(k) an Advance Ruling Certificate under the Competition Act (Canada)
in respect of the transaction contemplated herein;
(l) an executed copy of the master agreement entered into between the
Purchaser and Chrysler Financial and of the confirmation
confirming the rate cap transaction entered into pursuant to such
agreement 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;
(m) 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;
(n) a financial advisory fee of $110,000, inclusive of applicable
goods and services taxes, payable by the Seller to the
Administrative Agent in connection with the transaction
contemplated herein; and
(o) 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 standard form International Swap and
Derivative Association, Inc. master agreement entered into
between the Seller and Chrysler Financial and of the confirmation
confirming the rate floor transaction entered into pursuant to
such agreement in connection with the Purchase;
(e) certified copies of the declaration of trust establishing the
Purchaser dated as of July 17, 1990, the Administration Agreement
between the Purchaser and the Administrative Agent and the
Amended and Restated Trust Indenture between the Purchaser and
National Trust Company, both dated as of July 27, 1990, together
with all amendments or supplements thereto; 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) and to the application of Section 65.1(5) of
the Bankruptcy and Insolvency Act (Canada);
(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 its only places of business in the
Province of Quebec at its Montreal and Quebec City branch
offices;
(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 15% 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 bulk sales or 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).
<PAGE>
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, the establishment of a new business location in
the Province of Quebec 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
Investors Service, Inc. (or any successor thereof) 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 Combined Amended
and Restated Credit Agreement dated as of July 29, 1992 between
it and Chemical Bank, as agent, Swiss Bank Corporation, as
managing agent, and the several banks party thereto, as amended,
modified, supplemented or restated from time to time, and where
the 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 representation
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
Investors Service, Inc. (or any successor thereof) 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(l) 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 (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 Dual Deed Clause
The parties hereto agree that, for the sole purpose of protecting
and perfecting the Purchaser's interest in the Purchased Assets under the
laws of the Province of Quebec, the Purchaser and Seller shall execute an
assignment agreement in a form which conforms to the laws of the Province
of Quebec. Notwithstanding the foregoing, in the event of any conflict
between the terms and conditions of such further assignment agreement and
the terms and conditions of this Agreement, or where there are additional
terms and conditions provided in this Agreement which are not included in
the further assignment agreement, the terms of this Agreement shall
prevail.
10.15 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.
10.16 Limitation of Liability
The obligations hereunder are not binding upon The Premier Trust
Company except in its capacity as trustee of the Purchaser, nor will resort
be had to the property of The Premier Trust Company except in its capacity
as trustee of the Purchaser, but the assets only of the Purchaser will be
bound hereby.
<PAGE>
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: /s/ 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.: (416) 826-5216
LEAF TRUST, by its Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ B.E. Rogers
Name: B.E. Rogers
Title: General Manager
By: /s/ William J. Furlong
Name: William J. Furlong
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: /s/ D.M. Cantwell
Name: D.M. Cantwell
Title: Vice-President - Corporate Finance
and Development
Address for Notices:
27777 Franklin Road
Southfield, Michigan
48034
U.S.A.
Attn: Secretary
Telecopier No.: (313) 948-3138
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991 1990 1989
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net Earnings before cumulative
effect of changes in accounting
principles $ 159 $ 180 $ 276 $ 313 $ 284
Add back:
Taxes on income 108 115 126 163 156
Fixed charges 810 1,045 1,471 2,074 2,542
Earnings available for
fixed charges $1,077 $1,340 $1,873 $2,550 $2,982
Fixed charges:
Interest expense $ 791 $1,022 $1,446 $2,051 $2,515
Rent 19 23 25 23 27
Total fixed charges $ 810 $1,045 $1,471 $2,074 $2,542
Ratio of earnings to fixed charges 1.33 1.28 1.27 1.23 1.17
</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 DIVIDENDS
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991(1) 1990 1989
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net earnings (loss) from continuing
operations before cumulative
effect of changes in accounting
principles $2,415 $ 505 $ (538) $ 68 $ 323
Add back:
Taxes on income 1,423 429 (272) 79 242
Fixed charges 1,433 1,732 2,179 2,783 3,126
Amortization of previously
capitalized interest 94 87 86 81 78
Deduct:
Capitalized interest 176 176 162 140 123
Undistributed earnings from
less than fifty-percent owned
affiliates 2 7 11 6 35
Earnings available for fixed charges $5,187 $2,570 $1,282 $2,865 $3,611
Fixed charges:
Interest expense $1,104 $1,405 $1,869 $2,458 $2,844
Interest expense of unconsolidated
subsidiaries - - - 15 10
Capitalized interest 176 176 162 140 123
Credit line commitment fees 10 10 15 6 9
Interest portion of rent expense 143 139 126 119 121
Gross-up of preferred stock dividends
of majority-owned subsidiaries (CFC)
to a pre-tax basis - 2 7 45 19
Total fixed charges $1,433 $1,732 $2,179 $2,783 $3,126
Ratio of earnings to fixed charges 3.62 1.48 .59 1.03 1.16
Preferred stock dividend requirements 127 128 - - -
Ratio of earnings to fixed charges and
preferred stock dividend requirements 3.33 1.38 - - -
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 2 $ 11 $ 13 $ 8 $ 39
Deduct - Dividends paid by affiliates - 4 2 2 4
Undistributed earnings from less than
fifty-percent owned affiliates $ 2 $ 7 $ 11 $ 6 $ 35
<FN>
(1) In 1991, earnings were not sufficient to cover fixed charges. The
coverage deficiency was $897 million.
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and
preferred stock dividend requirements, earnings are determined by adding
back fixed charges to earnings (loss) 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, the interest portion of rent 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. The year ended December 31, 1989 has
been restated to exclude the effects of discontinued operations.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-50385 of Chrysler Financial Corporation on Form S-3 of our report
dated January 18, 1994 appearing in this Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31, 1993.
/s/ Deloitte & Touche
Detroit, Michigan
February 4, 1994
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of Chrysler Financial Corporation hereby severally constitutes and appoints
D. M. Cantwell, Robert A. Link, Byron C. Babbish and T. P. Dykstra, or any
one or more of them, to be his agents, proxies and attorneys-in-fact, to
sign and execute in his name, place and stead and on his behalf, and to
file with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, the Form 10-K Annual Report of Chrysler
Financial Corporation for the fiscal year ended December 31, 1993, and any
and all amendments to such Annual Report that may be necessary or
desirable, hereby approving, ratifying and confirming all that the
aforesaid agents, proxies and attorneys-in-fact do, or that any one of them
does, on his behalf pursuant to this Power.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of this 4th day of February, 1994.
/s/W. S. Bishop /s/W. J. O'Brien III
---------------------- ----------------------
W. S. Bishop W. J. O'Brien III
/s/D. M. Cantwell /s/T. P. Capo
---------------------- ----------------------
D. M. Cantwell T. P. Capo
/s/R. J. Eaton /s/J. E. Farrell
---------------------- ----------------------
R. J. Eaton J. E. Farrell
/s/R. A. Lutz /s/J. P. Tierney
---------------------- ----------------------
R. A. Lutz J. P. Tierney
/s/G. C. Valade
----------------------
G. C. Valade
