FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission file number 1-5966
Chrysler Financial Corporation
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3060
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No _____
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of March 31,
1994.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF NET EARNINGS
(in millions of dollars)
<CAPTION>
Three Months Ended
March 31,
1994 1993
(unaudited)
<S> <C> <C>
Interest income:
Automotive financing:
Retail $ 137 $ 131
Wholesale and other 118 122
Nonautomotive financing 76 115
Total interest income 331 368
Interest expense 185 219
Interest margin 146 149
Other revenues:
Servicing fee income 61 51
Insurance premiums earned 34 33
Investment and other income 58 59
Interest margin and other revenues 299 292
Costs and expenses:
Operating expenses 118 115
Provision for credit losses 47 46
Insurance losses and adjustment expenses 26 27
Depreciation and other expenses 33 54
Total costs and expenses 224 242
Earnings before income taxes and cumulative
effect of changes in accounting principles 75 50
Provision for income taxes 28 13
Earnings before cumulative effect of
changes in accounting principles 47 37
Cumulative effect of changes in
accounting principles (Note 4) - (30)
Net Earnings $ 47 $ 7
<CAPTION>
Consolidated Statement of Three Months Ended
Shareholder's Investment March 31,
(in millions of dollars) 1994 1993
(unaudited)
<S> <C> <C>
Balance at beginning of period (Note 4) $3,131 $2,998
Net earnings 47 7
Net unrealized holding losses on securities (Note 4) (2) -
Balance at end of period $3,176 $3,005
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars)
<CAPTION>
March 31, December 31, March 31,
Assets: 1994 1993 1993
(unaudited) (unaudited)
<S> <C> <C> <C>
Finance receivables - net (Note 1) $ 8,976 $ 8,659 $10,002
Retained interest in sold receivables
and other related amounts - net (Note 1) 4,541 3,738 3,952
Total finance receivables and
retained interests - net 13,517 12,397 13,954
Cash and cash equivalents 200 265 433
Marketable securities (Note 4) 354 348 341
Dealership properties leased - net 415 423 447
Equipment leased to others - net 135 176 360
Repossessed collateral 265 269 245
Other assets 496 524 547
Total Assets $15,382 $14,402 $16,327
Liabilities:
Debt (Note 3) $ 9,330 $ 8,435 $10,123
Accounts payable, accrued
expenses and other 1,315 1,298 1,346
Amounts due to affiliated companies 38 24 366
Deferred income taxes 1,523 1,514 1,487
Total Liabilities 12,206 11,271 13,322
Shareholder's Investment 3,176 3,131 3,005
Total Liabilities and
Shareholder's Investment $15,382 $14,402 $16,327
<FN>
Prior periods reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
<TABLE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions of dollars)
<CAPTION>
Three Months Ended
March 31,
1994 1993
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 47 $ 7
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting principles - 30
Net gains from receivable sales (28) (22)
Provision for credit losses 47 46
Depreciation and amortization of intangibles 20 34
Change in deferred income taxes and income
taxes payable 9 10
Change in accounts payable, accrued
expenses and other 26 (67)
Net cash provided by operating activities 121 38
Cash Flows From Investing Activities:
Acquisitions of finance receivables (16,088) (14,035)
Collections of finance receivables 3,960 4,663
Proceeds from sales of receivables 10,959 8,159
Proceeds from sales of nonautomotive assets - 2,267
Other 87 179
Net cash (used in) provided by investing activities (1,082) 1,233
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings 307 1,467
Borrowings under revolving credit facilities:
Proceeds - 1,918
Payments - (4,342)
Proceeds from issuance of term debt 769 -
Repayment of term debt (249) (273)
Other 69 (41)
Net cash provided by (used in) financing activities 896 (1,271)
Change in cash and cash equivalents (65) -
Cash and cash equivalents at beginning of period 265 433
Cash and Cash Equivalents at End of Period $ 200 $ 433
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Automotive:
Retail $ 3,806 $ 3,536 $ 3,933
Wholesale and other 2,665 2,520 3,101
Total automotive 6,471 6,056 7,034
Nonautomotive 2,716 2,803 3,183
Total finance receivables 9,187 8,859 10,217
Less allowance for credit losses (211) (200) (215)
Total finance receivables - net $ 8,976 $ 8,659 $10,002
</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>
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Cash and investments $ 531 $ 586 $ 512
Senior interests in wholesale
receivables 1,673 967 1,175
Subordinated interests in
receivables 1,932 1,783 1,798
Excess servicing 195 200 181
Other restricted and securitized
assets 510 496 526
Less allowance for credit losses (300) (294) (240)
Total retained interests in sold
receivables and other related
amounts - net $ 4,541 $ 3,738 $ 3,952
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 1 - Finance Receivables and Retained Interests (Continued)
The Company's total allowance for credit losses including receivables sold
subject to limited recourse is as follows:
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Allowance for losses deducted from:
Finance receivables $ 211 $ 200 $ 215
Retained interests in sold
receivables and other
related amounts 300 294 240
Total $ 511 $ 494 $ 455
</TABLE>
Note 2 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables are as follows:
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Automotive:
Retail $12,205 $12,027 $10,034
Wholesale and other 7,052 6,356 6,291
Nonautomotive 398 449 565
Total $19,655 $18,832 $16,890
</TABLE>
Gains or losses from the sale of retail receivables are recognized in
the period in which such sales occur. Provisions for expected credit
losses are generally provided during the period in which such
receivables are acquired. Since the allowance for credit losses is
separately provided prior to the receivable sales, gains from
receivable sales are not reduced for expected credit losses.
Included in "Investment and other income" are gains before expected
credit losses totaling $28 million and $22 million for the three
months ended March 31, 1994 and 1993, respectively. The provision
for credit losses related to such sales amounted to $31 million, and
$29 million for the three months ended March 31, 1994 and 1993,
respectively.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt
<TABLE>
<CAPTION>
Weighted Average
Interest Rates at March 31, December 31, March 31,
Maturity March 31, 1994 1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C> <C>
Short-term notes placed primarily
in the open market:
United States $ 2,598 $ 2,513 $ 1,452
Canada 481 259 9
Total short-term notes
(primarily commercial paper) 3,079 2,772 1,461
Revolving bank borrowings under
credit facilities:
United States - - 3,125
Canada - - 375
Total bank borrowings - - 3,500
Senior term debt:
United States, due
1993 - - 576
1994 8.7% 615 813 1,012
1995 5.4% 574 574 142
1996 5.3% 1,092 1,053 343
1997 4.9% 485 197 98
1998 6.0% 735 696 -
Thereafter 8.4% 2,169 1,766 1,898
Total United States 5,670 5,099 4,069
Canada, due 1993-1996 12.3% 41 42 149
Less unamortized discount 3 2 -
Total senior term debt 5,708 5,139 4,218
Subordinated term debt - United States
Senior due 1995 8.3% 27 77 367
Junior subordinated - - 165
Total subordinated 27 77 532
Mexico borrowings and other 516 447 412
Total debt $ 9,330 $ 8,435 $10,123
</TABLE>
Credit Facilities
At March 31, 1994, 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 March 31, 1994 the Company had no
borrowings outstanding under either of these credit facilities.
At March 31, 1994, 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
March 31, 1994, none of the Company's receivable sale agreements were
utilized.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt (Continued)
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement dated June 30, 1993 can be made available to
the Company. As of March 31, 1994, no borrowings were outstanding under
this agreement.
The Company has contractual debt maturities of $4.2 billion during the
remainder of 1994 (including $3.1 billion of short-term notes), and $.6
billion in 1995.
Note 4 - Accounting Changes
Investments in Debt and Equity Securities
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." This new accounting standard specifies the
accounting and reporting requirements for changes in the fair values of
investments with readily determinable fair values.
Under SFAS No. 115, debt and equity securities are categorized into one
of three categories: trading, available-for-sale and held-to-maturity.
Trading securities and available-for-sale securities are recorded at
fair value. Changes in the fair value of trading securities are
included in earnings currently. Changes in the fair value of available-
for-sale securities are recorded as a separate component of
Shareholder's Investment until realized. Held-to-maturity securities
are carried at cost adjusted for amortized premium or discount.
At March 31, 1994, the Company had investments in securities with an
aggregate carrying value of $383 million, consisting primarily of
commercial paper, governmental securities and corporate debt. At March
31, 1994, $348 million of these securities were categorized as
available-for-sale, while $35 million were categorized as held-to-
maturity. The adjustment of available-for-sale securities to market
value at January 1, 1994 resulted in a $6 million increase to
Shareholder's Investment.
At March 31, 1994, the outstanding debt securities held as investments
have contractual maturities as follows: $118 million due within one
year, $80 million due after one year through five years, $41 million due
after five years through ten years, and $97 million due after ten years.
Other Postretirement Benefits
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.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 4 - Accounting Changes (Continued)
The adoption of SFAS No. 106 resulted in an after-tax charge of $29
million in 1993, which represented the immediate recognition of the OPEB
transition obligation of $45 million, partially offset by $16 million of
estimated tax benefits.
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.
Postemployment Benefits
During the fourth quarter of 1993, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits" effective January 1,
1993. 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 for the quarter
ended March 31, 1993. Results for the quarter ended March 31, 1993 have
been restated accordingly. Adoption of SFAS No. 112 has not materially
increased the annual expense recognized for these benefits, and there is
no cash impact.
Impairment of a Loan
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 plans to adopt SFAS No. 114 on or before January
1, 1995. The Company has not yet determined the effect of this new
pronouncement on its results of operations and financial position.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Chrysler Financial's receivables managed and total assets increased from
year-end 1993 levels reflecting growth in automotive volume. The Company's
portfolio of receivables managed, which includes receivables owned and
receivables serviced for others, totaled $29.8 billion at March 31, 1994,
compared to $28.3 billion at December 31, 1993, and $27.3 billion at March 31,
1993. The increase in receivables managed primarily reflects higher levels of
automotive financing.
Receivables serviced for others primarily represent sold receivables which the
Company services for a fee. Receivables serviced for others totaled $20.6
billion at March 31, 1994, compared to $19.4 billion at December 31, 1993, and
$17.1 billion at March 31, 1993.
Total assets at March 31, 1994 were $15.4 billion, compared to $14.4 billion
at December 31, 1993, and $16.3 billion a year ago. The decline in assets
from a year ago reflects the continued liquidation of nonautomotive assets.
The Company's total allowance for credit losses, including receivables sold
subject to limited recourse provisions, totaled $511 million, $494 million,
and $455 million at March 31, 1994, December 31, 1993, and March 31, 1993,
respectively. The total allowance for credit losses as a percentage of
related finance receivables outstanding was 1.77 percent, 1.78 percent, and
1.68 percent at March 31, 1994, December 31, 1993, and March 31, 1993,
respectively.
Total debt outstanding at March 31, 1994 was $9.3 billion, compared to $8.4
billion at December 31, 1993 and $10.1 billion a year ago. The Company's
debt-to-equity ratio was 2.94 to 1 at March 31, 1994 compared to 2.69 to 1 at
December 31, 1993, and 3.37 to 1 at March 31, 1993.
Results of Operations
Earnings before taxes were $75 million for the three months ended March 31,
1994, which compares to $50 million for the first quarter of 1993, before the
cumulative effect of changes in accounting principles. The increase in first
quarter 1994 earnings before taxes and accounting changes resulted from higher
levels of automotive financing.
The Company's net earnings were $47 million for the three months ended March
31, 1994 compared to $7 million in the first quarter of 1993. Net earnings
for the three months ended March 31, 1993 included charges totaling $30
million from the adoption of Statement of Financial Accounting Standard
("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions", and SFAS No. 112, "Employers' Accounting for Postemployment
Benefits".
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Automotive financing volume totaled $17.1 billion in the first quarter of
1994, compared to $14.1 billion in the first quarter of 1993. Financing
support provided in the United States for new Chrysler vehicle retail
deliveries (including fleet), and wholesale vehicle sales to dealers and the
number of vehicles financed for the three months ended March 31, 1994, and
1993 respectively, were as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
<S> <C> <C>
United States Penetration:
Retail 24% 23%
Wholesale 71% 71%
Number of New Chrysler Vehicles Financed
in the United States (in thousands):
Retail 137 111
Wholesale 423 377
</TABLE>
Interest margin totaled $146 million for the three months ended March 31,
1994, compared to $149 million for the first quarter of 1993. Automotive
financing income totaled $255 million for the three months ended March 31,
1994 compared to $253 million in the first quarter of 1993.
Interest income from the Company's nonautomotive financing operations declined
to $76 million in the first quarter of 1994 from $115 million in the first
quarter of 1993. These nonautomotive operations had finance receivables
outstanding of $2.7 billion at March 31, 1994 compared with $3.2 billion at
March 31, 1993. The decline in nonautomotive interest income and receivables
outstanding is a result of first quarter 1993 asset sales and continued
downsizing of the Company's nonautomotive portfolios, respectively.
Service fee income totaled $61 million for the three months ended March 31,
1994, an increase of $10 million from a year ago, due to higher levels of
receivables serviced for others.
The Company's average effective cost of borrowings improved in the first
quarter of 1994 as compared to the comparable period a year ago, reflecting
the repayment of bank borrowings during 1993 and increased use of lower cost
commercial paper.
A comparison of borrowing costs is shown in the following table:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
(dollars in millions)
<S> <C> <C>
Interest expense $ 185 $ 219
Average borrowings $ 8,844 $10,089
Average effective cost of borrowings 8.39% 8.83%
</TABLE>
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Depreciation and other expenses totaled $33 million for the quarter ended
March 31, 1994, compared to $54 million for the first quarter of 1993. The
decrease is a result of the 1993 nonautomotive asset sales and the continued
downsizing of nonautomotive portfolios.
Net credit loss experience, including net losses on receivables sold subject
to limited recourse provisions, for the first quarter of 1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
Net Credit Losses
1994 1993
(in millions of dollars)
<S> <C> <C>
Automotive financing $ 21 $ 30
Nonautomotive financing 9 42
Total $ 30 $ 72
<CAPTION>
Net Credit Losses to
Average Receivables
Outstanding
1994 1993
<S> <C> <C>
Automotive financing 0.30% 0.49%
Nonautomotive financing 0.91% 2.52%
Total 0.38% 0.92%
</TABLE>
Liquidity and Capital Resources
At March 31, 1994, 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 March 31, 1994, 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 expiring in June 1996 can be made available to the
Company. As of March 31, 1994, none of the revolving credit facilities or
receivable sale agreements were utilized.
Receivable sales continued to be a significant source of cost-effective
funding in the first quarter of 1994 as the Company realized $1.7 billion of
net proceeds from the sale of automotive retail receivables, compared to $1.3
billion of net proceeds in the first quarter of 1993. In addition, revolving
wholesale receivable sale arrangements provided funding which aggregated $4.6
billion and $4.4 billion at March 31, 1994 and 1993, respectively.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (continued)
At March 31, 1994, the Company had contractual debt maturities of $4.2 billion
during the remainder of 1994 (including $3.1 billion of short-term notes), $.6
billion in 1995, and $1.1 billion in 1996.
During the second quarter of 1994, the Company began the process of
negotiating the early replacement of its U.S. and Canadian revolving credit
facilities and receivable sale agreements.
The Company believes that cash provided by operations, receivable sales,
access to term debt markets, and issuance of commercial paper will be
sufficient to enable it to meet its funding requirements.
New Accounting Standard
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 plans to adopt SFAS No.
114 on or before January 1, 1995. The Company has not yet determined the
effect of this new pronouncement on its results of operations and financial
position.
Review by Independent Public Accountants
Deloitte & Touche, the Company's independent public accountants, performed a
review of the financial statements for the three months ended March 31, 1994
and 1993 in accordance with the standards for such reviews established by the
American Institute of Certified Public Accountants. The review did not
constitute an audit, and accordingly, Deloitte & Touche did not express an
opinion on the aforementioned data. Refer to the Independent Accountants'
Report included in Exhibit 15-A.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(Omitted in accordance with general instruction H)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(Omitted in accordance with general instruction H)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with general instruction H)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report.
Exhibit No.
- - -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of
the Michigan Department of Treasury on October 1, 1971. Filed as
Exhibit 3-A to Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed
as Exhibit 3-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended March 31, 1990, and
incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related to
Chrysler Financial Corporation Subordinated Debt Securities, J.
Henry Schroder Bank & Trust Company having subsequently succeeded
Banker's Trust Company as Trustee. Filed as Exhibit 4-C to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1985, and incorporated herein by
reference.
4-C Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-D Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and J. Henry Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-F to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September 30, 1986,
and incorporated herein by reference.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder Bank &
Trust Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-I to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed as Exhibit 4-J to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-I Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-A to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-L to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
4-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, to the Indenture, dated as of February
15, 1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-M to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and incorporated herein by
reference.
4-L Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as Successor Trustee, to the Indenture, dated
as of February 15, 1988 between such parties, relating to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit 4-N
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1992, and incorporated herein by
reference.
4-M Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and IBJ Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-B to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-N Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-N to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
4-O Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-C to Registration No. 33-23479 of Chrysler
Financial Corporation, and incorporated herein by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and Irving Trust Company,
Trustee, to the Indenture, dated as of February 15, 1988, between
such parties, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-O to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968, among
Chrysler Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation. Filed as Exhibit 13-D to Registration Statement
No. 2-32037 of Chrysler Financial Corporation, and incorporated
herein by reference.
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 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-L 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-M 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-N 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-O 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-P 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-Q 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-R 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-S 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-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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-AA 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-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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-AAA 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-BBB 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-CCC 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-DDD 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-EEE Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A
dated March 15, 1993, and incorporated herein by reference.
10-FFF 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-GGG 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-HHH 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-III 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-JJJ 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-KKK 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-LLL 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-MMM 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-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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-SSS 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-TTT 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-UUU Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied Railcar
Company. Filed as Exhibit 1O-OOOO to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1993, and incorporated herein by reference.
10-VVV Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Coloration for the year
ended December 31, 1993, and incorporated herein by reference.
10-WWW Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-XXX Copy of Amended and Restated Trust Agreement, dated as of November
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-6. Filed as Exhibit 4-A to the
Annual Report on Form 10-K of Premier Auto Trust 1993-6 for the year
ended December 31, 1993, and incorporated herein by reference.
10-YYY Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1994, and incorporated herein
by reference.
10-ZZZ Copy of Secured Loan Purchase Agreement, dated as of March 29, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler Financial
Corporation.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios of
Earnings to Fixed Charges and Preferred Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter of Consent.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
Copies of instruments defining the rights of holders of long-term
debt of the registrant and its consolidated subsidiaries, other than
the instruments copies of which are filed with this report as
Exhibit 4-A, 4-B, 4-C, 4-D, 4-E, 4-F, 4-G, 4-H, 4-I, 4-J, 4-K, 4-L,
4-M, 4-N, 4-O, and 4-P thereto, have not been filed as exhibits to
this report since the amount of securities authorized under any one
of such instruments does not exceed 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis. The
registration agrees to furnish to the Commission a copy of each such
instrument upon request.
(b) The registrant filed the following reports on Form 8-K during the
quarter ended March 31, 1994.
Date of Report Date Filed Item Reported
-------------- ---------- -------------
January 18, 1994 January 18, 1994 5
Financial Statements Filed
Copy of the audited financial statements for Chrysler Financial
Corporation and subsidiaries for the year ended December 31, 1993,
and the related Independent Accountants' Report.
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chrysler Financial Corporation
------------------------------------
(Registrant)
Date: April 29, 1994 By: /s/ T. P. Dykstra
------------------------------------
T. P. Dykstra
Vice President & Controller
Principal Accounting Officer
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
- - -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of
the Michigan Department of Treasury on October 1, 1971. Filed as
Exhibit 3-A to Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed
as Exhibit 3-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended March 31, 1990, and
incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related to
Chrysler Financial Corporation Subordinated Debt Securities, J.
Henry Schroder Bank & Trust Company having subsequently succeeded
Banker's Trust Company as Trustee. Filed as Exhibit 4-C to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1985, and incorporated herein by
reference.
4-C Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-D Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and J. Henry Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-F to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September 30, 1986,
and incorporated herein by reference.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder Bank &
Trust Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-I to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed as Exhibit 4-J to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-I Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-A to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-L to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
4-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, to the Indenture, dated as of February
15, 1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-M to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and incorporated herein by
reference.
4-L Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as Successor Trustee, to the Indenture, dated
as of February 15, 1988 between such parties, relating to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit 4-N
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1992, and incorporated herein by
reference.
4-M Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and IBJ Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-B to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-N Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-N to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
4-O Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-C to Registration No. 33-23479 of Chrysler
Financial Corporation, and incorporated herein by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and Irving Trust Company,
Trustee, to the Indenture, dated as of February 15, 1988, between
such parties, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-O to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968, among
Chrysler Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation. Filed as Exhibit 13-D to Registration Statement
No. 2-32037 of Chrysler Financial Corporation, and incorporated
herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
amending the Income Maintenance Agreement among such parties. Filed
as Exhibit 13-B to Registration Statement No. 2-40110 of Chrysler
Financial Corporation and Chrysler Corporation, and incorporated
herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 5-C to Registration Statement No. 2-49615
of Chrysler Financial Corporation, and incorporated herein by
reference.
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 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-L 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-M 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-N 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-O 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-P 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-Q 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-R 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-S 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-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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-AA 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-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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-AAA 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-BBB 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-CCC 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-DDD 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-EEE Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A
dated March 15, 1993, and incorporated herein by reference.
10-FFF 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-GGG 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-HHH 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-III 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-JJJ 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-KKK 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-LLL 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-MMM 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-NNN 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-OOO 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-PPP 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-QQQ 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-RRR 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-SSS 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-TTT 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-UUU Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied Railcar
Company. Filed as Exhibit 1O-OOOO to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1993, and incorporated herein by reference.
10-VVV Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Coloration for the year
ended December 31, 1993, and incorporated herein by reference.
10-WWW Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-XXX Copy of Amended and Restated Trust Agreement, dated as of November
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-6. Filed as Exhibit 4-A to the
Annual Report on Form 10-K of Premier Auto Trust 1993-6 for the year
ended December 31, 1993, and incorporated herein by reference.
10-YYY Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1994, and incorporated herein
by reference.
10-ZZZ Copy of Secured Loan Purchase Agreement, dated as of March 29, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler Financial
Corporation.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios of
Earnings to Fixed Charges and Preferred Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter of Consent.
EXHIBIT 10-ZZZ
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 March 25, 1994
Stikeman, Elliott
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE 1
INTERPRETATION
1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . 2
1.2 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.3 References to Sections, Articles and Exhibits . . . . . . . 15
1.4 Number and Gender . . . . . . . . . . . . . . . . . . . . . 15
1.5 Accounting Principles . . . . . . . . . . . . . . . . . . . 15
1.6 Currency. . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.7 Computation of Time Periods . . . . . . . . . . . . . . . . 15
1.8 Summary of the Transaction. . . . . . . . . . . . . . . . . 16
1.9 List of Exhibits. . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures . . . . . . . . . . . . . . . . . . . . 16
2.2 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . 17
2.3 Liquidation Procedures. . . . . . . . . . . . . . . . . . . 17
2.4 Deferred Purchase Account . . . . . . . . . . . . . . . . . 21
2.5 Purchaser's Capital . . . . . . . . . . . . . . . . . . . . 22
2.6 Clean-Up Repurchase . . . . . . . . . . . . . . . . . . . . 22
2.7 Deemed Collections. . . . . . . . . . . . . . . . . . . . . 23
2.8 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.9 Payments and Computations . . . . . . . . . . . . . . . . . 24
2.10 Further Action to Protect Purchased Assets. . . . . . . . . 25
2.11 Ineligible Secured Loans. . . . . . . . . . . . . . . . . . 25
2.12 Retransfer of Purchased Assets. . . . . . . . . . . . . . . 26
2.13 Deferred Purchase Account . . . . . . . . . . . . . . . . . 26
2.14 Allocation of Collections . . . . . . . . . . . . . . . . . 26
ARTICLE 3
COLLECTION
3.1 Designation of the Collector. . . . . . . . . . . . . . . . 26
3.2 Duties of the Collector, etc. . . . . . . . . . . . . . . . 27
3.3 Collector Fee . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Purchaser's Conditions Precedent to the Purchase. . . . . . 29
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 . . . . . . . . . . . . 37
6.2 Negative Covenants of the Seller. . . . . . . . . . . . . . 39
6.3 Covenants of Chrysler Financial . . . . . . . . . . . . . . 40
ARTICLE 7
SIGNIFICANT EVENTS
7.1 Meaning of Significant Event. . . . . . . . . . . . . . . . 41
7.2 Action Upon a Significant Event . . . . . . . . . . . . . . 43
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES
8.1 Delegation in Favour of Administrative Agent. . . . . . . . 44
8.2 Liability of Purchaser and Administrative Agent . . . . . . 44
8.3 The Administrative Agent and Affiliates . . . . . . . . . . 44
8.4 Responsibilities of the Seller and the Purchaser. . . . . . 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.. . . . . . . . . . . . . . . . . . . . . . 48
10.2 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . 48
10.3 Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . 48
10.4 No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . 48
10.5 Binding Effect; Assignability; Termination, etc.. . . . . . 49
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 Severability. . . . . . . . . . . . . . . . . . . . . . . . 53
10.15 Limitation of Liability . . . . . . . . . . . . . . . . . . 53
EXHIBITS
EXHIBIT A - Purchased Assets (in microfiche format)
EXHIBIT B - Sample Portfolio Report
EXHIBIT C - Bill of Sale
EXHIBIT D - Permitted Investments
EXHIBIT E-1 - Form of Opinion of Seller's Counsel
EXHIBIT E-2 - Form of Opinion of Chrysler Financial's General Counsel
EXHIBIT F - Historical Collection Results
<PAGE>
THIS SECURED LOAN PURCHASE AGREEMENT made as of March 25, 1994.
AMONG:
CHRYSLER CREDIT CANADA LTD., a corporation amalgamated
under the laws of Canada
(hereinafter referred to as the "Seller")
OF THE FIRST PART
- and -
CHRYSLER CREDIT CANADA LTD., a corporation amalgamated
under the laws of Canada
(hereinafter referred to, in such capacity, as the "Collector")
OF THE SECOND PART
- and -
LEAF TRUST, by The 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 March 29, 1994.
"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 Exhibit F.
"Cut-Off Date" means March 23, 1994.
"Defaulted Loan" means a Secured Loan (i) under which an amount
greater than or equal to the amount required to be paid under such Secured
Loan for the calendar month ending on the last day of the most 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 55-51617 or such other account which is
designated by the Purchaser in writing by notice to the Seller as the
Deferred Purchase Account for the purposes hereof.
"Deferred Purchase Price" means the further amounts payable by the
Purchaser to the Seller in consideration for the transfer of the Purchased
Assets in accordance with the terms hereof equal to, in the aggregate, the
sum of (i) the difference between (a) the Net Book Value of the Purchased
Assets as of the Closing Date, and (b) the Prepayment Amount, and (ii) the
amount, if any, by which the aggregate amount of interest receivable by the
Purchaser accruing in a Settlement Period in respect of the Purchased Assets
exceeds the Purchase Discount applicable to such Settlement Period, as
increased, reduced, refunded or paid from time to time in accordance with
Sections 2.2, 2.3(2), 2.3(4), 2.3(5), 2.3(6), 2.4(1)(a), 2.4(1)(b), 2.6, 2.7
and 2.11.
"Discount Rate" means the rate for each Settlement Period as
notified to the Seller by the Purchaser in accordance with Section 2.5(2).
"Eligible Secured Loan" means a Secured Loan which, together with
the Equipment related thereto, meets all of the following criteria on the
Cut-Off Date:
(a) the Obligor thereunder is a Person resident in Canada;
(b) the Secured Loan is not a Defaulted Loan;
(c) the Secured Loan is payable in Canada only and is denominated in
Canadian Dollars;
(d) the principal amount initially owing under the Secured Loan does
not exceed $50,000;
(e) the Secured Loan has been duly authorized, executed and delivered
by the parties thereto, which Secured Loan, together with all
Related Secured Loan Rights (including any guarantee, indemnity or
agreement referred to in clause (h) of the definition of Secured
Loan Rights herein), is in full force and effect and constitutes
the legal, valid and binding obligation of the Obligor thereof
enforceable against such Obligor in accordance with its terms and
remains in full force and effect, unamended, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
(including personal property security laws of any applicable
jurisdiction) affecting creditors rights generally and subject, as
to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) to the best of the Seller's knowledge, the Secured Loan is not
subject to any set-off, counterclaim or defence whatsoever by the
Obligor; the Secured Loan and the Related Equipment are free of any
lien, security interest, charge, encumbrance, ownership interest or
other right or claim of any Person (other than the Seller) and the
Secured Loan has not been extended or otherwise modified except in
the ordinary course of business and in accordance with the credit
and collection policy of the Seller in effect at the time of such
extension or modification;
(g) the terms of the Secured Loan do not contravene any laws, rules or
regulations applicable thereto, except where such contravention
would not materially adversely affect the collectability or
enforceability of the Related Secured Loan Rights and except to the
extent that certain of such terms may be found to be of no force or
effect by application of Section 65.1(5) of the Bankruptcy and
Insolvency Act (Canada);
(h) the Secured Loan satisfies the requirements of the credit and
collection policy of the Seller in effect at the date of
origination of the Secured Loan or the assignment of the Secured
Loan to the Seller;
(i) the Obligor thereunder is not the subject of any insolvency or
bankruptcy proceedings and, to the best of the knowledge of the
Seller, there are no such proceedings pending against such Obligor;
(j) the payments under the Secured Loan of Principal and interest are
required to be made monthly and are calculated on the basis of a
fixed interest rate such that the initial Principal balance of the
Secured Loan will be fully amortized over its contractual term;
(k) the Seller is permitted to assign its rights under the Secured Loan
(i) without notice to or the consent of the Obligor, except to the
extent notice is required under the Conveyancing and Law of
Property Act (Ontario) or the applicable legislation of other
jurisdictions in order for the assignee to enforce the assignment
against the Obligor, or (ii) with notice to or the consent of the
Obligor and such notice has been given or consent obtained with
respect to the assignments contemplated herein;
(l) the Secured Loan provides that the Obligor is required to insure
the Related Equipment and the Seller has received evidence of
compliance with this requirement at the commencement of the Secured
Loan;
(m) all right, title and interest of the original obligee under the
Secured Loan, together with the applicable Related Equipment, has
been absolutely assigned by the original obligee to the Seller by
an agreement in writing and is not subject to re-assignment to the
original obligee other than pursuant to the exercise of a right of
recourse against the original obligee, and with respect to each
such original obligee located in the Provinces of British Columbia,
Alberta, Saskatchewan, Manitoba or Ontario, the Seller has made all
required registrations and filings under the applicable Personal
Property Security Act;
(n) the Related Equipment shall have been delivered to and accepted by
the Obligor in accordance with the terms of the Secured Loan
applicable thereto;
(o) the Related Equipment consists of either a passenger automobile or
light-duty truck;
(p) the remaining term of the Secured Loan, including any applicable
extension period, does not exceed 60 months;
(q) the Secured Loan complies and the Seller has complied with all
requirements of applicable laws and regulations which would affect
the enforceability of such Secured Loan, including consumer
protection legislation and interest rate disclosure legislation;
(r) the applicable Obligor is not resident in either the Yukon
Territory or the Northwest Territories;
(s) the original obligee under such Secured Loan is a Chrysler Canada
Ltd. franchised dealer or an Affiliate of such dealer or a
franchised dealer of a manufacturer other than Chrysler Canada
Ltd.; and
(t) all required registrations and filings have been made (i) under the
Personal Property Security Acts of British Columbia, Alberta,
Saskatchewan, Manitoba and Ontario to perfect or preserve a
purchase-money security interest in the applicable Equipment that
is located in those jurisdictions, and (ii) under applicable
conditional sales legislation in the other provinces of Canada to
perfect and preserve the Seller's interest in the Related Equipment
that is located in those jurisdictions.
"Equipment" means the equipment and other personal property that is
collateral for a Secured Loan, including any attachments, additions,
accessories and enhancements thereto.
"Final Collection Date" means the date on which the Program Amount
has been reduced to zero in accordance with the terms hereof and the
Collector (if the Seller is not the Collector) has received the accrued
Collector Fee, provided that where any Related Secured Loan Rights or Seller
Receivables have been transferred pursuant to Section 10.5 to any Person and
not repurchased or reassigned pursuant to Section 2.3(4)(e), the Final
Collection Date shall be extended until the earlier of (i) the receipt by
such Person of an amount equal to the aggregate of the transfer price paid
for such Related Secured Loan Rights or Seller Receivables and accrued
interest from the date of such transfer to the date of receipt of the amount
of such transfer price at a rate equal to the Prime Rate calculated daily and
compounded semi-annually, and (ii) one year after the latest date for the
final payment of Principal under any such transferred Related Secured Loan
Rights.
"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 master agreement referred to
in Section 4.1(k) shall have occurred and be continuing with
respect to Chrysler Financial; and
(f) on any Settlement Date, after resort to the Deferred Purchase
Account, in accordance with Sections 2.3(2), 2.3(4) and 2.4(1), the
amounts transferred to any other account of the Purchaser pursuant
to Sections 2.3(2), 2.3(3) and 2.3(4)(d) are less than the amounts
required to be transferred in accordance with such Sections. For
greater certainty, a Lock-Up Event will be deemed to occur if the
transfer required by Section 2.3(4)(d) 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 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 $78,824,420.21.
"Prime Rate" means a fluctuating annual interest rate which, on any
day, shall be equal to the rate of interest from time to time established by
Canadian Imperial Bank of Commerce at its principal office in Toronto,
Ontario, Canada as its reference rate of interest for the purpose of
determining interest rates it shall charge on that day for demand loans made
in Canada in Canadian Dollars to its Canadian commercial customers and which
it announces publicly as its "Prime Rate".
"Principal" means, with respect to any particular portion of, or
payment on account of, a Loan Receivable included in the Related Secured Loan
Rights, that portion thereof, if any, which represents or should be applied
in reduction of the principal balance of the applicable Secured Loan.
"Proceeds" has the meaning ascribed thereto in the Personal
Property Security Act (Ontario) and any Act that may be substituted therefor,
as from time to time amended and in addition, includes personal property in
any form derived directly or indirectly from any dealings with the Related
Equipment or that indemnifies or compensates for the Related Equipment if
destroyed or damaged and proceeds whether or not of the type, class or kind
as the original proceeds.
"Program Amount" means, on the Closing Date, an amount initially
equal to the Prepayment Amount and, thereafter, such amount as may be
adjusted from time to time as a consequence of the liquidation procedures
described in Sections 2.2, 2.3, 2.4, 2.6, 2.7 and 2.11.
"Purchase" means the purchase of Purchased Assets by the Purchaser
on the Closing Date made pursuant to Section 2.1.
"Purchase Discount" means in respect of any particular Settlement
Period, the amount equal to (i) the product of the Discount Rate for the
period from and including the last day of the previous Settlement Period (or,
in respect of the initial Settlement Period, from and including the Closing
Date) to but excluding the last day of such Settlement Period multiplied by
the number of days in such period, (ii) divided by 365 or 366, as the case
may be, and (iii) multiplied by the daily weighted average of the Program
Amount outstanding during such period.
"Purchased Assets" means the Secured Loans listed or referred to in
the microfiche attached as Exhibit A and all Related Secured Loan Rights.
"Purchaser" means LEAF Trust, its successors and permitted assigns.
"Purchaser's Account" means the interest bearing account maintained
by the Purchaser at the main Toronto branch of CIBC, account number 57-530-15
or such other account which is designated by the Purchaser in writing by
notice to the Collector as the Purchaser's Account for the purposes hereof.
"Purchaser's Indebtedness" means any obligation or liability
incurred by the Purchaser in connection with the funding of its obligations
herein.
"Records" means all contracts, credit applications, credit analysis
and reports and "quality indicator score" records, books, records, reports
and other documents and information (including, to the extent obtainable by
way of existing software controlled by the Collector, hard copies of all data
maintained in databases of the Collector, tapes, disks and punch cards)
maintained by the Collector or held or created by the Collector with respect
to the Secured Loans and the related Obligors, including any agreement
pursuant to which the Seller acquired its right, title and interest in and to
the Secured Loans under which it is not the original obligee.
"Related Document" means any agreement, document, exhibit, notice
or other communication in favour of the Purchaser which has at any time been
delivered by the Seller to the Purchaser pursuant hereto and all other
agreements and documents required hereunder or thereunder.
"Related Equipment" means, with respect to any Purchased Asset, the
Equipment relating thereto.
"Related Secured Loan Rights" means any Secured Loan Rights
relating to the Purchased Assets.
"Required APR Amount" means 8.47%.
"Required Deferred Amount" means, as determined for each Settlement
Date, the greater of (i) $236,473.26, and (ii) the sum of (a) the product of
(I) the greater of (A) 1% and (B) 120% of the then current Portfolio Loss
Ratio and (II) the Program Amount at such time, as adjusted in accordance
with Sections 2.3(4) and 2.4(1)(a) on such Settlement Date and (b) the
product of (I) the greater of (x) zero and (y) the amount by which (1) the
Required APR Amount exceeds (2) the APR of the Purchased Assets as determined
with respect to the current Settlement Period and (II) the amount referred to
in (ii)(a)(II) above and (III) the remaining dollar weighted average
contractual life (in years) of the Purchased Assets, provided that at any
time following the occurrence of a Lock-Up Event, the Required Deferred
Amount shall be equal to the Program Amount.
"Required 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) $2,207,083.77.
"Reserve Rate" means 7%.
"Secured Loans" means retail instalment sale contracts and any
other agreements or combinations of agreements or portions thereof (i)
evidencing indebtedness of an Obligor, and (ii) creating a security interest
over Equipment as security for such indebtedness, other than agreements
evidencing indebtedness of an Obligor as lessee, as any such agreements may
be amended, modified, supplemented, restated or replaced from time to time.
"Secured Loan Rights" means, in respect of any Secured Loan, the
following:
(a) all rights and benefits accruing to the Seller under such Secured
Loan, including all right, title and interest in and to the Loan
Receivables payable in respect of such Secured Loan;
(b) all right, title and interest of the Seller in and to the
applicable Equipment;
(c) all rights in or to payments (including both proceeds and premium
refunds) under any insurance policies maintained by the Obligor for
the benefit of the Seller pursuant to the terms of such Secured
Loan, to the extent the same indemnify for loss or damage to the
applicable Equipment;
(d) all payments made on account of any loss or damage to the
applicable Equipment whether under such Secured Loan or otherwise;
(e) all claims, demands, actions, damages and indemnities owing to the
Seller with respect to any patent and copyright indemnity
agreements or manufacturers' or sellers' warranties relating to the
applicable Equipment;
(f) the benefit of all covenants with respect to the applicable
Equipment by the Obligor under such Secured Loan to the extent
allocable to the outstanding Loan Receivables under the terms of
such Secured Loan, use and insurance obligations;
(g) the right of the Seller to ask, demand, sue for, collect, receive
and enforce any and all amounts payable under such Secured Loan in
respect of the Related Equipment and to enforce all other
covenants, obligations, rights and remedies thereunder with respect
thereto;
(h) all of the Seller's right, title and interest in, to and under all
guarantees, indemnities and other agreements or arrangements of
whatsoever character (including all security interests and all
property subject thereto) from time to time supporting or securing
payment or performance of the Obligor's obligations in respect of
such Secured Loan, whether pursuant to such Secured Loan or
otherwise, including any recourse available to the Seller to the
originating obligee pursuant to the applicable assignment
agreement;
(i) all Records pertaining to such Secured Loan; and
(j) all Proceeds of or relating to the foregoing.
"Seller" means Chrysler Credit Canada Ltd., its successors and
permitted assigns.
"Seller Receivable" means any amount owing by the Seller and
Chrysler Financial to the Purchaser by reason of a failure by the Seller and
Chrysler Financial to meet any of their obligations to make a payment to the
Purchaser hereunder, other than fees payable pursuant to Sections 4.1(m) and
(n).
"Seller Receivable Value" means, with respect to each Seller
Receivable, the outstanding amount of such Seller Receivable from time to
time.
"Settlement Date" means, with respect to any Settlement Period, the
tenth Business Day of the calendar month following such Settlement Period.
"Settlement Period" means (i) initially, the period from the Cut-
Off Date to and including the last Business Day in the calendar month next
following the calendar month in which such Cut-Off Date occurs, and (ii)
thereafter, each period from the day next following the last day of the
immediately preceding Settlement Period to and including the last Business
Day in the calendar month next following the calendar month in which such
previous Settlement Period ended, ending with the calendar month following
that in which the Final Collection Date occurs; 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 (in microfiche format)
Exhibit B - Sample Portfolio Report
Exhibit C - Bill of Sale
Exhibit D - Permitted Investments
Exhibit E-1 - Form of Opinion of Seller's Counsel
Exhibit E-2 - Form of Opinion of Chrysler Financial's General Counsel
Exhibit F - Historical Collection Results
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures
On the Closing Date, the Purchaser shall pay to the Seller by
certified cheque or wire transfer the Prepayment Amount. Upon receipt of
such payment, all of the Seller's right, title and interest in and to the
Purchased Assets shall be sold, assigned and transferred to the Purchaser
effective as of the Cut-Off Date for a purchase price equal to the sum of the
Prepayment Amount and the Deferred Purchase Price, and the Seller shall
execute and deliver to the Purchaser the Bill of Sale.
2.2 Adjustments
If at any time, the Purchaser, the Administrative Agent or the
Seller determines that on the Closing Date the aggregate Net Book Value of
the Purchased Assets was less than the sum of the Prepayment Amount and the
Deferred Purchase Price, the Seller shall on the second Business Day
following the date of such determination pay as a refund of a portion of the
Prepayment Amount to the Collector for deposit to the Purchaser's Account for
the benefit of the Purchaser the amount of the deficiency. To the extent
that the aggregate Net Book Value of the Purchased Assets on the Closing Date
was more than the sum of the Prepayment Amount and the Deferred Purchase
Price, the Purchaser agrees that it will make such adjustments as are
necessary to account for such excess through an increase in the Deferred
Purchase Price.
2.3 Liquidation Procedures
(1) 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(k);
(c) pay the amount of any Collector Fee then payable;
(d) transfer to any other account of the Purchaser (i) on each
Settlement Date prior to the second Settlement Date after the
occurrence of a Lock-Up Event, determined in accordance with
Section 1.7 (or prior to the Settlement Date on which the Lock-Up
Event occurred if the Lock-Up Event occurred as a result of the
inability of the Purchaser to make the transfers required by
Section 2.3(2) or this subsection 2.3(4)), an amount equal to the
quotient obtained by dividing (a) the amount by which (I) the Net
Book Value of the Purchased Assets on the first day of the most
recently completed Settlement Period 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(k)), for such Settlement Period, together with any adjustments
determined by the Purchaser to be necessary by reason of the difference
between (x) the actual weighted average capital cost of the Purchaser for the
immediately preceding Settlement Period, and (y) the estimated weighted
average capital cost of the Purchaser for such immediately preceding
Settlement Period and (ii) 0.3721%.
(3) The cost of borrowings under the liquidity facility shall be equal
to the lead liquidity lender's 30-day bankers acceptance rate plus 0.50%.
(4) The Purchaser shall provide the Seller with information with
respect to the Purchaser's Indebtedness as such information is available in
hard copy or that may be produced from available databases with existing
software of the Purchaser as the Seller may reasonably request.
2.6 Clean-Up Repurchase
If on any Settlement Date, after giving effect to the liquidation
procedures described in Sections 2.3 and 2.4 on such date, the Program Amount
is less than or equal to 10% of the Program Amount as of the Closing Date,
the Seller shall have the right, at its option exercisable upon five Business
Days' prior notice to the Purchaser through the Administrative Agent, to
repurchase the remaining Purchased Assets from the Purchaser for a price
equal to the Program Amount on such Settlement Date, payable to the
Administrative Agent on such Settlement Date for the account of the
Purchaser. Upon any such repurchase, the Purchaser shall reassign to the
Seller without recourse, representation or warranty all of the remaining
Purchased Assets. The Seller hereby agrees to pay, and to indemnify and hold
harmless the Administrative Agent and the Purchaser from all losses, costs
and expenses incurred in connection with or arising from such clean-up
repurchase. The Purchaser shall pay to the Seller any income received by it
in connection with or arising from such clean-up repurchase in excess of the
costs and expenses described in the preceding sentence.
2.7 Deemed Collections
(1) If on any day from the Closing Date to the Final Collection Date,
any Loan Receivable forming part of any Related Secured Loan Right is either:
(a) reduced or cancelled as a result of any breach or amendment by the
Seller of the terms of the applicable Secured Loan;
(b) reduced or cancelled as a result of a set-off in respect of any
claim by the applicable Obligor against the Seller (whether such
claim arises out of the same or a related transaction or an
unrelated transaction); or
(c) extended beyond the original contractual maturity date of the
applicable Secured Loan pursuant to the exercise of the discretion
permitted to the Seller pursuant to Section 6.2(b) and (c);
the Seller shall, for all purposes hereof, be irrefutably deemed to have
received for the Purchaser's account on such day a Collection of such Loan
Receivable in the amount of such reduction or extension or the Principal
balance of the Loan Receivable in the case of a cancellation and shall, on or
before the second Settlement Date following the Settlement Period in which
such reduction, cancellation or extension occurred, remit such amount to the
Collector for deposit to the Purchaser's Account.
(2) If on any day prior to the Final Collection Date, the
representation and warranty with respect to any Purchased Asset in Section
5.1(h)(i) as at the Closing Date was not true, the Seller shall pay to the
Purchaser by deposit to the Purchaser's Account as a refund of a portion of
the Deferred Purchase Price (or the Prepayment Amount to the extent that such
deposit exceeds the aggregate Deferred Purchase Price paid by the Purchaser
as of such date) an amount equal to the Net Book Value of the Purchased Asset
on such day and the Purchaser shall assign and transfer to the Seller and the
Seller shall accept the transfer of such Purchased Asset. In consideration
therefor, the Purchaser shall waive any rights it may have against the Seller
or Chrysler Financial as a consequence of such representation and warranty
not being true.
(3) The parties acknowledge that the deemed receipt of a Collection of
all or part of a Loan Receivable relating to a Related Secured Loan Right
pursuant to this Section 2.7 shall not in any way impair or otherwise affect
any contractual or other right of the Seller or the Purchaser as against the
Obligor under the related Secured Loan or any other Person (other than the
Seller or the Purchaser), and no such Obligor or other Person shall derive
any benefit by virtue of such deemed receipt.
2.8 Reporting
(1) On or before the seventh Business Day of each month, the Collector
shall, with the reasonable cooperation of the Seller if the Seller is not the
Collector, prepare and deliver to the Purchaser:
(a) a Portfolio Report relating to the Loan Receivables in respect of
the Related Secured Loan Rights for the most recently completed
Settlement Period as of the close of business of the Collector on
the last Business Day of such Settlement Period; and
(b) if requested by the Administrative Agent, a listing by Obligor of
the Net Book Value of the Purchased Assets as of the last Business
Day of such Settlement Period.
(2) The Seller shall provide the Purchaser with such other Records that
are available in hard copy or that may be produced from available databases
with existing software of the Seller as the Purchaser may reasonably request.
2.9 Payments and Computations
(1) If Collections or Net Proceeds are received by the Seller and the
Seller is not the Collector, the Seller shall remit them to the Collector on
the second Business Day following the date on which such Collections or Net
Proceeds are received. Where such amounts are received in the form of a
cheque, the cheque shall be endorsed in favour of the Collector and remitted
to the Collector directly without prior deposit to any account of the Seller.
If any amounts which are not Collections or Net Proceeds are received by the
Collector and the Collector is not the Seller, the Collector shall remit such
amounts to the Seller on the second Business Day following the date on which
such amounts are received.
(2) All amounts to be paid or deposited by the Seller or the Collector
to the Purchaser will be paid or deposited no later than 11:00 a.m. (Toronto
time) on the day when due in accordance with the terms hereof in same day
funds to the applicable account as required hereunder.
(3) The Seller shall pay to the Purchaser its pro rata share of
interest (both before and after default judgment, with interest on overdue
interest at the same rate) on all amounts not paid or deposited when due
hereunder (whether owing by the Seller on its own behalf or in its capacity
as Collector) at a rate equal to the Prime Rate plus 1% per annum, payable on
demand. Such interest shall be paid by the Seller to the Collector for
deposit to the Purchaser's Account on the next Settlement Date. The yearly
rate of interest for any day to which the Prime Rate is applicable is the
rate so determined multiplied by the actual number of days in that year and
divided by 365 or 366, as the case may be. Interest rate charges will be
effective for interest computation periods from the date on which the Prime
Rate changes and the Seller and the Purchaser will be bound by any and all
changes of the Prime Rate with or without notice thereof.
(4) The Seller shall, on its own behalf or in its capacity as
Collector, make all payments required to be made by it hereunder without
deduction (other than for applicable taxes or as otherwise authorized
hereunder), regardless of any defence or counterclaim (whether based on any
law, rule or policy now or hereafter issued or enacted by any government
authority or regulatory body), except as contemplated hereunder.
2.10 Further Action to Protect Purchased Assets
The Seller shall, from time to time at its expense, promptly
execute and deliver all instruments and documents and take all action that
the Purchaser may reasonably request in order to perfect, protect or more
fully evidence the Purchaser's ownership of the Purchased Assets or to enable
the Purchaser to exercise or enforce any of its rights hereunder or
thereunder.
2.11 Ineligible Secured Loans
If, on any day after the Closing Date, the Purchaser, the
Administrative Agent or the Seller determines that, on the Cut-Off Date, any
Secured Loan forming part of the Purchased Assets was not an Eligible Secured
Loan (an "Ineligible Secured Loan"), the Purchaser, the Administrative Agent
or the Seller, as the case may be, shall forthwith notify the other parties
of such ineligibility and on the last day of the Settlement Period following
the Settlement Period in which such notice is received or, where such
determination is made following the occurrence of a Significant Event or
Lock-Up Event, on the second Business Day following the date of receipt of
such notice, the Seller shall pay to the Collector for deposit to the
Purchaser's Account as a refund of a portion of the Deferred Purchase Price
an amount equal to the then Net Book Value of such Ineligible Secured Loan
such that the Purchaser shall be kept whole and not incur any expense or loss
as a result of the purchase of such Ineligible Secured Loan. The Purchaser
shall accept such payment as a refund of a portion of the Deferred Purchase
Price applicable to such Ineligible Secured Loan. Upon such payment being
made, the Purchaser shall assign and transfer to the Seller and the Seller
shall accept the assignment and transfer of such Purchased Asset. In
consideration therefor, the Purchaser shall waive any rights it may have
against the Seller or Chrysler Financial as a consequence of such Secured
Loan being an Ineligible Secured Loan.
2.12 Retransfer of Purchased Assets
Upon any retransfer by the Purchaser to the Seller of any Purchased
Asset in accordance with Sections 2.6, 2.7(2) and 2.11, the Seller and the
Purchaser shall execute and deliver such further agreements, instruments or
other assurances as may be reasonably necessary or desirable to evidence and
give full effect to such retransfers.
2.13 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) a certificate from each of the Seller and Chrysler Financial
relating to their respective constating documents and certified
copies of all necessary corporate authorizations of the Seller and
Chrysler Financial to authorize the execution, delivery and
performance hereof, of the Related Documents to which it is a party
and of the transactions contemplated hereby and thereby;
(d) certificates of the Seller and Chrysler Financial as to the names
and true signatures of the officers authorized to sign this
Agreement and the Related Documents on its behalf, on which
certificates the Purchaser shall be entitled to conclusively rely
until such time as the Purchaser receives from the Seller or
Chrysler Financial, as the case may be, a replacement certificate
meeting the requirements of this Section 4.1(d);
(e) a certificate of the Seller to the effect that (i) the
representations and warranties set out in Section 5.1 are true and
correct, and (ii) no event has occurred and is continuing, or would
result from the Purchase, which constitutes a Significant Event;
(f) a certificate of Chrysler Financial to the effect that (i) the
representations and warranties set out in Section 5.2 are true and
correct, and (ii) no event has occurred and is continuing, or would
result from the Purchase, which constitutes a Significant Event;
(g) such assurances as the Purchaser may reasonably require to evidence
that no prior perfected secured creditor of the Seller, other than
those party to the Inter-Purchaser Agreement, has any interest in
the Related Equipment or the Related Secured Loan Rights;
(h) executed copies of the Bill of Sale accompanied by any affidavits
of the Seller required for registration thereof in each applicable
jurisdiction;
(i) certified copies of any instruments (other than the instrument
giving rise to the Secured Loans) by which the Seller took title to
the Purchased Assets;
(j) an Advance Ruling Certificate under the Competition Act (Canada) in
respect of the transaction contemplated herein;
(k) an executed copy of the confirmation confirming the rate cap
transaction entered into pursuant to the master agreement dated as
of December 15, 1993 between the Purchaser and Chrysler Financial
in connection with the Purchase, together with the fee payable by
the Purchaser to Chrysler Financial on the date hereof in
connection with such rate cap transaction;
(l) favourable opinions of counsel for the Seller and the General
Counsel for Chrysler Financial in substantially the form of
Exhibits E-1 and E-2, respectively;
(m) a financial advisory fee of $25,000, inclusive of applicable goods
and services taxes, payable by the Seller to the Administrative
Agent in connection with the transaction contemplated herein; and
(n) a structuring fee equal to 0.10% of the Prepayment Amount payable
by the Seller to the Administrative Agent in connection with the
transaction contemplated herein.
4.2 Seller's Conditions Precedent to the Purchase
Prior to the Purchase, the Seller shall have received, unless
waived by it in writing, the following, in form and substance satisfactory to
the Seller:
(a) payment of the Prepayment Amount;
(b) executed copies of this Agreement and other Related Documents;
(c) a certificate of the Purchaser to the effect that the
representations and warranties set out in Section 5.3 hereof are
true and correct;
(d) an executed copy of the confirmation confirming the rate floor
transaction entered into pursuant to the master agreement dated as
of December 15, 1993 between the Seller and Chrysler Financial in
connection with the Purchase;
(e) a certificate of the Purchaser relating to the declaration of trust
establishing the Purchaser dated as of July 17, 1990, 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; 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 places of business in the Province
of Quebec;
(k) no Portfolio Report, exhibit, financial statement, Record or report
furnished by the Collector hereunder or in connection herewith is
or shall be inaccurate in any material respect as of the date it is
or shall be dated or omits or shall omit to state a material fact
or any fact necessary to make the statements contained therein not
materially misleading;
(l) the Purchased Assets have been selected from the Seller's portfolio
of Secured Loans, subject only to the requirement that the related
Secured Loan be an Eligible Secured Loan, and all information
regarding each such Secured Loan and Related Equipment made
available to the Purchaser is true and correct in all material
respects;
(m) as of the Cut-Off Date, the names listed on Exhibit A are the names
for notice for each Obligor under the Purchased Assets recorded in
the Records of the Seller;
(n) the aggregate Net Book Value of all Purchased Assets under which
any one Person is the applicable Obligor does not exceed the
Concentration Limit;
(o) as of the Cut-Off Date, the aggregate Net Book Value of Purchased
Assets secured by Related Equipment that are financed at the
Seller's used vehicle rates does not exceed 21% 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).
ARTICLE 6
COVENANTS OF THE SELLER
6.1 Affirmative Covenants of the Seller
From the date hereof until the Final Collection Date, the Seller
covenants with the Purchaser that it shall, unless the Purchaser otherwise
consents in writing:
(a) comply with all laws, rules, regulations and orders applicable to
it and all or any of its businesses, its properties and the Related
Secured Loan Rights, except where the failure to do so would not
materially adversely affect the Purchaser's interests hereunder,
the enforceability of the Related Secured Loan Rights (including
the collectability of the related Loan Receivables) or its ability
to perform its obligations hereunder or under the Purchased Assets;
(b) preserve and maintain its corporate existence and qualify and
remain qualified as a foreign, extra-provincial or extra-
territorial corporation in each jurisdiction in which the failure
to do so would materially adversely affect the interests of the
Purchaser hereunder, the enforceability of the Related Secured Loan
Rights (including the collectability of the related Loan
Receivables) or its ability to perform its obligations hereunder or
under the Purchased Assets;
(c) at any time and from time to time during regular business hours,
permit the Purchaser, its agents or representatives upon five
Business Days' prior written notice to (i) examine and make copies
of all Records relating to the Related Secured Loan Rights in its
possession (or under its control), including the applicable Secured
Loans, and (ii) visit its branch offices for the purpose of
examining such Records and discussing matters relating to the
Related Secured Loan Rights and its performance under the Purchased
Assets or hereunder with any of its officers or employees having
knowledge of such matters;
(d) direct and require its auditors, at its own expense, to assist the
Purchaser's auditors to the extent and in such manner as is
reasonably required for the Purchaser's auditors to report on the
status of the Purchased Assets and the Related Secured Loan Rights
hereunder;
(e) fully perform in a timely manner and comply with all terms,
covenants and other provisions required to be performed and
observed by it under Purchased Assets;
(f) notify the Purchaser promptly following any change of its corporate
name or any change of its chief executive office;
(g) comply in all respects with the Credit and Collection Policy in
regard to each of the Purchased Assets and the related Loan
Receivables;
(h) furnish to the Purchaser:
(i) as soon as possible and in any event within five Business
Days after its chief operating officer or chief financial
officer becomes aware or ought to have become aware of the
occurrence of a Significant Event or of any event that with
the giving of notice or passage of time or both may become a
Significant Event, a statement of such officer setting forth
details as to such Significant Event and the action which it
has taken or is proposing to take with respect thereto; and
(ii) promptly, from time to time, such other documents, records,
information or reports with respect to the Related Secured
Loan Rights or the condition or operations, financial or
otherwise, of it as may be in existence in written form or,
if available in databases, may be produced with existing
software and which the Purchaser may from time to time
reasonably request;
(i) instruct all Obligors to remit all Collections to the address of
the Collector (provided that so long as the Seller shall remain the
Collector, no special instruction need be given by the Seller to
any Obligor which currently is instructed to remit such Collections
to the Seller);
(j) if (i) the Seller obtains, or is otherwise a loss payee or named
insured under, any policy of insurance with respect to damage or
third party liability claims relating to the Equipment, and (ii)
the long term debt rating of Chrysler Financial by Moody's
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(k) shall have occurred and be continuing with
respect to Chrysler Financial.
7.2 Action Upon a Significant Event
(1) If any Significant Event has occurred and is continuing, the
Purchaser shall have, in addition to the right to appoint a new Collector
pursuant to Section 3.1 hereof , its rights under Section 10.5 hereof and its
other rights and remedies hereunder and under the Related Documents, all
other rights and remedies under any applicable law and otherwise, which
rights and remedies shall be cumulative; provided that, where the applicable
Significant Event is only the occurrence of one or both of the Significant
Events set out in Sections 7.1(f) or (g), the Purchaser shall, unless there
is an event which with the giving of notice or the lapse of time or both
would constitute a Significant Event other than a Significant Event set out
in Section 7.1(f) or (g), not be entitled to exercise its right to designate
a successor Collector in accordance with Section 3.1 or make any sale,
assignment or transfer pursuant to Section 10.5(2) until 2:00 p.m. (Toronto
time) on the Business Day immediately following the Business Day upon which
the Purchaser has given notice to the Seller of the occurrence of a
Significant Event set out in Section 7.1(f) or (g).
(2) From time to time following the designation by the Purchaser of a
Collector other than the Seller pursuant to Section 3.1:
(a) the Seller shall, at the Purchaser's request and at the Seller's
expense, notify all or any Obligors under Purchased Assets of the
Purchaser's ownership in any or all of the Related Secured Loan
Rights and direct that payments in respect thereof be made directly
to the Purchaser or its designee;
(b) the Seller shall, at the Purchaser's request and at the Seller's
expense, assemble all or any of the Purchased Assets and Records
relating to, and the guarantees, indemnities and other agreements
forming part of, the Related Secured Loan Rights, and make the same
available to the Purchaser at a place selected by it or its
designee, and segregate, in a manner reasonably acceptable to the
Purchaser, all cash, cheques and other instruments constituting
Collections, Net Proceeds or Permitted Investments received or held
by the Seller from time to time, and, promptly upon receipt, remit
same to the Purchaser or its designee duly endorsed or with duly
executed instruments of transfer; and
(c) the Purchaser may take any and all steps, in the Seller's name and
on its behalf, necessary or desirable in the Purchaser's opinion,
to collect the Loan Receivables forming part of the Related Secured
Loan Rights, including taking actions contemplated in
Section 7.2(2)(a) where the Seller has failed to do so, and to
remit the proceeds of such Loan Receivables to the Collector for
deposit in the Purchaser's Account.
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES
8.1 Delegation in Favour of Administrative Agent
The Purchaser may delegate to the Administrative Agent all or any
of its powers, rights and discretions hereunder and under any Related
Documents, and the Administrative Agent may from time to time take such
actions and exercise such powers as are delegated to it hereunder or
thereunder or contemplated hereby or thereby and all such actions and powers
as are reasonably incidental thereto.
8.2 Liability of Purchaser and Administrative Agent
Neither the Purchaser, the Administrative Agent nor any of their
respective directors, officers, agents or employees shall be liable pursuant
to this Agreement or any Related Document for any action taken or omitted by
it or them hereunder or thereunder or in connection herewith or therewith,
except for its or their own gross negligence or wilful misconduct.
Notwithstanding any provision of this Agreement, other than the preceding
sentence, or of any Related Document, neither the Seller nor Chrysler
Financial nor any Person acting on their behalf shall have recourse against
the Purchaser or the Administrative Agent, at law or in equity, in respect of
any of the obligations of the Purchaser or the Administrative Agent under
this Agreement or any Related Document other than against the assets included
in the Purchased Assets then held by the Purchaser.
8.3 The Administrative Agent and Affiliates
The Administrative Agent, any successor Administrative Agent and
their respective Affiliates may generally engage in any kind of business with
the Seller, Chrysler Financial, any Obligor, any of their respective
Affiliates and any Person who may do business with or own securities of any
of them, all as if the Administrative Agent or any such successor were not
the Administrative Agent and without any duty to account therefor to the
Seller, Chrysler Financial, the Purchaser or any other Person.
8.4 Responsibilities of the Seller and the Purchaser
Notwithstanding anything herein to the contrary:
(a) the Seller agrees to perform all of the non-financial duties and
obligations of the obligee under the Purchased Assets
notwithstanding any of the transactions contemplated hereby;
(b) the exercise by the Purchaser or the Administrative Agent of any of
their rights hereunder or under any Related Document will not
relieve the Seller from any of the duties or obligations that the
Seller has agreed to perform with respect to any Purchased Assets;
(c) neither the Purchaser nor the Administrative Agent nor any of their
respective agents shall have any duty or obligation with respect to
any Related Secured Loan Rights nor shall any of them be obligated
to perform any of the non-financial duties or obligations which the
Seller has agreed to perform with respect to related Secured Loans;
and
(d) the Seller shall promptly notify the Purchaser of any claim or
threatened claim of which the Seller is aware which may, in the
reasonable opinion of the Seller, result in any liability to
indemnify the Purchaser pursuant to Article 9.
8.5 Power of Attorney
The Seller hereby irrevocably constitutes and appoints the
Purchaser, the Administrative Agent, any officer of the trustee of the
Purchaser or any officer of the Administrative Agent from time to time, with
full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Seller and in
the name of the Seller or in its own name, from time to time in the
Purchaser's or the Administrative Agent's discretion, as the case may be, for
the purpose of enforcing the Related Secured Loan Rights.
ARTICLE 9
INDEMNIFICATION
9.1 Indemnities by the Seller
Without prejudice to any other rights of the Purchaser or the
Administrative Agent or their respective agents hereunder or under any
applicable law, the Seller hereby agrees to indemnify the Purchaser, the
Administrative Agent and their respective agents and agrees to save them
harmless from and against any and all damages, losses, claims, liabilities,
costs and expenses (including legal fees and disbursements on a solicitor
and client basis) awarded against or incurred by them arising out of or as a
result of:
(a) reliance on any written representation or warranty made by the
Seller (or any of its officers) in or pursuant to this Agreement,
any Portfolio Report or any other Related Document which was
incorrect in any materially adverse respect when made or deemed
made or delivered;
(b) the failure by the Seller on its own behalf or in its capacity as
Collector, to comply with any applicable law, rule or regulation
with respect to any Purchased Assets or with respect to any Related
Secured Loan Rights or to perform its obligations thereunder, or
the nonconformity of any applicable Secured Loan with any
applicable law, rule or regulation; provided that this clause (b)
shall not apply to any law, rule or regulation relating to the
perfection of ownership or security interests;
(c) the failure of the Seller to transfer to the Purchaser its interest
in the Purchased Assets contemplated hereunder free and clear of
any Adverse Claim except to the extent otherwise contemplated
herein;
(d) any dispute, claim, set-off or defense of an Obligor against the
Seller to the performance of any obligation in connection with a
Related Secured Loan Right or the payment of any Loan Receivable
forming part thereof;
(e) any product liability claim or personal injury or property damage
suit or other similar or related claim or action of whatsoever sort
arising out of or in connection with any Related Equipment to the
extent not covered by insurance;
(f) any failure of the Seller to perform or observe any of its duties
or obligations hereunder or under the Related Documents, including
its duties and obligations as Collector;
(g) any Canadian, foreign, federal, provincial, state, municipal, local
or other tax of any kind or nature whatsoever which may be imposed
on the Purchaser or the Administrative Agent on account of any
payment made by the Seller under this Section 9.1 after giving
effect to any deduction relating to the matters indemnified;
(h) any claims, disputes, damages, penalties and losses arising from
the Related Secured Loan Rights relating to the Purchased Assets,
other than (i) losses attributable to any Obligor's failure to
discharge its payment obligations or other default under the
applicable Secured Loan, or (ii) losses attributable to the gross
negligence or wilful misconduct of the Purchaser or the
Administrative Agent;
(i) the return or transfer by the Purchaser in error of any amount of
Collections or Net Proceeds received pursuant to Article 2 to the
Seller for any reason whatsoever other than pursuant hereto;
(j) any failure of the Seller to comply with any applicable law
regarding the filing or discharge of registrations required to be
made in respect of the Purchased Assets in accordance with the laws
of the applicable province or territory of Canada; or
(k) actual losses as a result of the failure of the Seller or the
Purchaser to comply with the requirements of any applicable bulk
sales legislation;
any such amount to be paid to the Collector for deposit to the Purchaser's
Account.
9.2 Limited Indemnity by the Seller
Without prejudice to any other rights of the Purchaser or the
Administrative Agent hereunder or under any applicable law, the Seller hereby
indemnifies the Purchaser, the Administrative Agent and their respective
agents and agrees to save them harmless from and against any and all damages,
losses, claims, liabilities, costs and expenses (including reasonable legal
fees and disbursements on a solicitor and client basis) incurred by or on
behalf of the Purchaser or the Administrative Agent in respect of any amounts
payable by the Purchaser arising out of or as a result of any breach of the
terms hereof or of any Related Document by the Seller or Chrysler Financial
and not otherwise recoverable from the Seller or Chrysler Financial,
provided, however, that (i) the liability of the Seller hereunder shall not
be greater than the then available balance in the Deferred Purchase Account,
and (ii) this limited indemnity shall in no circumstances be available to
recover amounts not otherwise recovered by the Purchaser because of any
default by an Obligor under the terms of any Purchased Asset.
9.3 Co-operation in Litigation and Proceedings
The Seller, on the one hand, and the Purchaser, on the other, agree
to assist the other party, at the request of such other party and at such
requesting party's expense, in any action, suit or proceeding brought by or
against, or any investigation involving such requesting party (including the
Administrative Agent, with respect to the Purchaser), but not including
actions between the Seller and the Purchaser relating to any of the
transactions contemplated hereby or to any of the Related Secured Loan
Rights. If the Seller may be liable under Section 9.1 or 9.2 in respect of
any damages, losses, claims, liabilities, costs or expenses as a result of or
in connection with any such action, suit, proceeding or investigation, the
Seller will have the right, on behalf of the Purchaser but at the Seller's
expense, to defend such action, suit or proceeding, or participate in such
investigation, with counsel selected by it, and will have sole discretion as
to whether to litigate, appeal or settle.
ARTICLE 10
MISCELLANEOUS
10.1 Amendments, Etc.
No amendment or waiver of any provision hereof nor consent to any
departure by the Seller or Chrysler Financial therefrom shall in any event be
effective (in whole or in part) unless in writing and signed by the Seller,
the Collector, Chrysler Financial, the Purchaser and, to the extent it
affects the rights, duties or obligations of the Administrative Agent, the
Administrative Agent.
10.2 Entire Agreement
This Agreement contains the entire agreement between the parties
relative to the subject matter hereof and supersedes all contrary prior and
contemporaneous agreements, term sheets, commitments, understandings,
negotiations and discussions, whether oral or written. There are no
warranties, express or implied, representations or other agreements between
the parties in connection with the subject matter hereof except as
specifically set forth herein.
10.3 Notices, etc.
All notices and other communications provided for hereunder must,
unless otherwise stated herein, be in writing and telecopied or delivered, as
to each party hereto, at its address set forth under its name on the
signature pages hereof, or at such other address designated by such party in
a written notice in the manner contemplated in this Section 10.3 to each of
the other parties hereto. Any such notice or other communication shall be
deemed to have been given, made and received on the day of delivery if
delivered and on the first Business Day after telecopying if telecopied.
10.4 No Waiver; Remedies
No failure on the part of the Purchaser, the Administrative Agent
or the Seller to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor will any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. Except as otherwise provided, the remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.
10.5 Binding Effect; Assignability; Termination, etc.
(1) This Agreement shall be binding upon and enure to the benefit of
the Seller, Chrysler Financial, the Purchaser and the Administrative Agent,
and their respective successors and permitted assigns. Except as provided in
this Agreement, no party hereto may assign its rights hereunder, any interest
herein or any interest in any Purchased Assets without the prior written
consent of the other parties hereto.
(2) Notwithstanding any other provision of this Agreement but only if
permitted pursuant to the provisions of Section 7.2, the Purchaser may sell,
assign and transfer any Purchased Asset or Seller Receivable (in whole or in
part) to any Person (including secondary purchasers and their assignees)
without the consent of or notice to the Seller or Chrysler Financial and may
also sell, assign or transfer to such Person any of its rights hereunder or
under any Related Document or interest herein or therein for the purpose of
giving effect to any such sale, assignment or transfer of Purchased Assets or
Seller Receivables. Upon any sale, assignment or transfer referred to in
this subsection, such Person shall be fully subrogated to all rights,
benefits and privileges of the Purchaser hereunder or thereunder and shall
assume all obligations relating thereto.
(3) This Agreement shall remain in full force and effect until the
Final Collection Date provided, however, that:
(a) the Purchaser's rights and remedies with respect to any incorrect
representation or warranty made or deemed to be made by the Seller
or Chrysler Financial herein; and
(b) the indemnification and payment provisions of Article 9 and Section
10.7;
shall be continuing and shall survive any termination hereof for a period of
five (5) years.
10.6 Governing Law
This Agreement shall be governed by and construed in accordance
with, the laws of the Province of Ontario, except to the extent that the
validity or perfection of the Purchaser's interests in any Related Secured
Loan Rights or Related Equipment or its remedies hereunder in respect thereof
are governed by the laws of a different jurisdiction.
10.7 Costs, Expenses and Taxes
(1) Notwithstanding the rights of indemnification provided for in
Article 9, the Seller shall not be responsible for payment of any costs and
expenses of the Purchaser and the Administrative Agent in connection with the
preparation, execution and delivery of this Agreement and the Related
Documents, or any of their out-of-pocket expenses, or of any fees or
disbursements of counsel for the Purchaser and the Administrative Agent with
respect thereto.
(2) The Seller shall:
(a) pay on demand any and all stamp, filing, recording and other taxes
and fees payable or determined to be payable in connection with the
enforcement of this Agreement or any Related Document (other than
any applicable goods and services tax);
(b) to the extent not reimbursed pursuant to Section 2.2, reimburse on
demand the Purchaser for any loss resulting from a miscalculation
by the Purchaser in the administration of the Agreement and the
Related Documents; provided, however, that the Purchaser shall
request such reimbursement in writing and will explain, in
reasonable detail, such miscalculation; and, provided, further,
however, that the amount of such reimbursement shall not exceed the
amount which should initially have been paid to the Purchaser but
for such miscalculation, plus interest at the Discount Rate;
(c) pay on demand any other costs, expenses and taxes (excluding any
taxes except amounts referred to in Section 10.7(2)(a)) incurred by
the Purchaser in connection with the Purchase (including costs and
expenses incurred in performing the Purchaser's obligations
hereunder); provided, however, that the Purchaser will request such
amounts in writing and will explain, in reasonable detail, the
calculation of such amounts; and
(d) pay on demand any costs and expenses of the Purchaser and the
Administrative Agent with respect to advising the Purchaser and the
Administrative Agent as to their respective rights and remedies
hereunder and under the Related Documents or any costs related to
enforcement actions by the Purchaser against any Obligor related to
enforcement or advice with respect to the Purchaser's rights
against such Obligor.
10.8 Change in Circumstance
If either:
(a) the introduction of or any change (including, without limitation,
any change by way of imposition of a capital or other tax) in or in
the interpretation of any law or regulation by any court or
governmental authority charged with the administration thereof; or
(b) the compliance by the Purchaser with any guideline or request from
any governmental authority (whether or not having the force of law)
has the effect of
(i) increasing the cost to the Purchaser of making, funding or
maintaining the Purchase hereunder or agreeing to make the
Purchase hereunder, or reducing the rate of return to the
Purchaser in connection therewith; or
(ii) reducing the amount receivable with regard to any Loan
Receivable forming part of the Related Secured Loan Rights;
the Seller shall, from time to time, upon demand by the Purchaser and to the
extent not otherwise recovered pursuant to Section 2.4(1)(c), pay to the
Purchaser that portion of such increased costs incurred, amounts not received
or receivable, or compensation for such reduction in rate of return which is
attributable to making, funding or maintaining the Purchase hereunder. The
Purchaser shall provide the Seller with a certificate setting forth its
computation of such increased costs, amounts not received or receivable or
reduction in rate of return, which computation may utilize such averaging and
attribution methods the Purchaser believes to be reasonable. Such
certificate shall be prima facie evidence, absent manifest error, of the
amount payable to the Purchaser pursuant to this Section 10.8. The Purchaser
shall, upon becoming aware of an event or circumstance that is likely to,
with the passage of time or otherwise, entitle it to demand payment pursuant
to this Section 10.8, promptly notify the Seller.
10.9 Failure to Perform
If the Seller, the Collector (if the Seller is the Collector) or
Chrysler Financial fails to perform any of its agreements or obligations
hereunder or under any Related Document, the Purchaser may (but will not be
required to) itself perform, or cause to be performed, such agreement or
obligation, and the expenses of the Purchaser incurred in connection
therewith shall be payable by the Seller as provided in Section 10.7(2)(c).
10.10 Consent to Jurisdiction; Waiver of Immunities
(1) The Seller hereby irrevocably submits to the non-exclusive
jurisdiction of any court sitting in the City of Toronto in any action or
proceeding arising out of or relating to this Agreement or to any Related
Document, and the Seller hereby irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such court. The
Seller hereby irrevocably waives, to the extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding.
The Seller agrees that a final judgment in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
(2) Nothing in this Section 10.10 shall affect the right of the
Purchaser to serve legal process in any other manner permitted by law or
affect its right to bring any action or proceeding against the Seller or
Chrysler Financial or their respective properties in the courts of other
jurisdictions.
(3) To the extent that the Seller has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property,
the Seller hereby irrevocably waives, to the extent permitted by law, such
immunity in respect of its obligations hereunder.
10.11 Confidentiality
The parties hereto acknowledge that this Agreement and the Related
Documents and all data and information provided hereunder by one to the other
shall be considered as confidential information by the other and shall not be
disclosed by the recipient to any other Person except that the Purchaser may
disclose any such data and information to the Administrative Agent, rating
agencies, trustees, prospective secondary purchasers or other credit
enhancers, prospective liquidity lenders, professional advisors and
governmental or regulatory authorities as required by law or to implement the
terms of this Agreement, the Related Documents, the Purchaser's lease and
secured loan purchase program or the financing thereof and the Seller and
Chrysler Financial may disclose any such data and information to governmental
and regulatory authorities as required by law or to implement the terms of
this Agreement, their lenders, professional advisors, taxing authorities in
connection with the preparation of financial statements or tax returns or to
satisfy any of the conditions precedent set out in Section 4.1.
10.12 Further Assurances
The parties hereto agree, from time to time, to enter into such
further agreements and to execute all such further instruments as may be
reasonably necessary or desirable to give full effect to the terms of this
Agreement or any Related Document.
10.13 Execution in Counterparts
This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
10.14 Severability
Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, to the extent permitted by law,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
10.15 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: "DAVID H. OLSEN"
Name: David H. Olsen
Title: Assistant Treasurer
Address for Notices:
Suite 202
2233 Argentia Road
Mississauga, Ontario
L5N 2X7
Attn: Secretary
Telecopier No.: (810) 948-3138
LEAF TRUST, by its Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE
By: "WILLIAM FURLONG"
Name: William J. Furlong
Title: General Manager
By: "B.E. ROGERS"
Name: B.E. Rogers
Title: General Manager
Address for Notices:
c/o Canada Trust Tower
BCE Place, 5th Floor
161 Bay Street
Toronto, Ontario
M5J 2S8
Attn: Head of Securitization
Telecopier No.: (416) 956-6220
CHRYSLER FINANCIAL CORPORATION
By: "DAVID H. OLSEN"
Name: David H. Olsen
Title: Assistant Treasurer
Address for Notices:
27777 Franklin Road
Southfield, Michigan
48034
U.S.A.
Attn: Secretary
Telecopier No.: (810) 948-3138
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Three Months Ended
March 31,
(Unaudited)
1994 1993
(dollars in millions)
<S> <C> <C>
Net Earnings before cumulative effect
of changes in accounting principles $ 47 $ 37
Add back:
Taxes on income 28 13
Fixed charges 190 224
Earnings available for fixed charges $265 $274
Fixed charges:
Interest expense $185 $219
Rent 5 5
Total fixed charges $190 $224
Ratio of earnings to fixed charges 1.39 1.22
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing
earnings before income taxes and fixed charges by fixed charges. Fixed
charges consist of interest, amortization of debt discount and expense, and
rentals. Rentals included in fixed charges are the portion of total rent
expense representative of the interest factor (deemed to be one-third).
Exhibit 12-B
CHRYSLER CORPORATION ENTERPRISE AS A WHOLE
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
(Unaudited)
1994 1993
(dollars in millions)
<S> <C> <C>
Net earnings from continuing operations
before cumulative effect of changes
in accounting principles $ 938 $ 530
Add back:
Taxes on income 605 350
Fixed charges 319 376
Amortization of previously
capitalized interest 24 25
Deduct:
Capitalized interest 45 39
Undistributed earnings from
less than fifty-percent owned
affiliates 0 2
Earnings available for fixed charges $1,841 $1,240
Fixed charges:
Interest expense $ 233 $ 299
Capitalized interest 45 39
Credit line commitment fees 3 2
Interest portion of rent expense 38 36
Total fixed charges $ 319 $ 376
Ratio of earnings to fixed charges 5.77 3.30
Preferred stock dividend requirements 33 33
Ratio of earnings to fixed charges and
preferred stock dividend requirements 5.23 3.03
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 0 $ 2
Deduct - Dividends paid by affiliates 0 0
Undistributed earnings from
less than fifty-percent owned affiliates $ 0 $ 2
</TABLE>
For the purpose of computing the ratios of earnings to fixed charges and
preferred stock dividends, earnings are determined by adding back fixed
charges to consolidated earnings from continuing operations (including equity
in net earnings of unconsolidated subsidiaries) before taxes on income and
excluding undistributed earnings from less than fifty-percent owned
affiliates. Fixed charges consist of interest expense, credit line commitment
fees, interest portion of rental expense and the preferred stock dividend
requirements of its majority-owned subsidiaries increased to an amount
representing the pre-tax earnings that would be required to cover such
dividend requirements.
EXHIBIT 15-A
[Letterhead of Deloitte & Touche]
Deloitte &
Touche
- - ------------------------------------------------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT ACCOUNTANTS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have reviewed the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and
consolidated subsidiaries as of March 31, 1994, and the related
consolidated statements of net earnings and cash flows for the three-month
periods ended March 31, 1994 and 1993. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chrysler Financial
Corporation and its consolidated subsidiaries as of December 31, 1993, and
the related consolidated statements of net earnings and cash flows for the
year then ended (not presented herein); and in our report dated January
18, 1994, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1993
is fairly presented, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ Deloitte & Touche
April 19, 1994
EXHIBIT 15-B
[Letterhead of Deloitte & Touche]
Deloitte &
Touche
- - ------------------------------------------------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
April 29, 1994
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Chrysler Financial Corporation and
consolidated subsidiaries for the periods ended March 31, 1994 and 1993,
as indicated in our report dated April 19, 1994; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, is
incorporated by reference in Registration Statement No. 33-50285 on Form
S-3 and Registration Statement No. 33-52421 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7
and 11 of that Act.
/s/ Deloitte & Touche
