FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the fiscal year ended December 31, 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3060
-------------------------
Securities registered pursuant to Section 12(b) of the Act: (See next page)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _x_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
All of the shares of the outstanding stock of the registrant are owned by
Chrysler Corporation.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ___
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1994, there were 250,000 shares of the registrant's common
stock outstanding.
The registrant meets the conditions set forth in General Instructions J(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Documents incorporated by reference are none.
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
2
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Extendible Notes due April 15, 1997 New York Stock Exchange
13 1/4% Notes due October 15, 1999 New York Stock Exchange
12 3/4% Notes due November 1, 1999 New York Stock Exchange
9 1/2% Notes due 1999 New York Stock Exchange
8 1/2% Putable-Extendible Notes due
February 1, 2018 New York Stock Exchange
6 % Notes due 1996 New York Stock Exchange
6 1/2% Notes due 1998 New York Stock Exchange
6 5/8% Notes due 2000 New York Stock Exchange
3
<PAGE>
PART I
ITEM 1. BUSINESS
The registrant, Chrysler Financial Corporation and its consolidated
subsidiaries (the "Company"), is a financial services organization engaged in
automotive retail and wholesale financing, servicing commercial leases and
loans, servicing secured small business loans, property and casualty insurance,
and automotive dealership facility development and management. All of the
Company's common stock is owned by Chrysler Corporation, a Delaware corporation
(together with its subsidiaries, "Chrysler"). The Company, a Michigan
corporation, is the continuing corporation resulting from a merger on June 1,
1967 of a financial services subsidiary of Chrysler into a newly acquired,
previously unaffiliated finance company incorporated in 1926.
The Company's primary objective is to provide financing for automotive dealers
and retail purchasers of Chrysler's products. The Company sells significant
amounts of automotive receivables acquired in transactions subject to limited
recourse provisions. The Company remains as servicer for which it is paid a
servicing fee. At the end of 1994, the Company had nearly 3,100 employees and
its portfolio of receivables managed, which includes receivables owned and
serviced for others, totaled $32.9 billion.
The Company's portfolio of finance receivables managed includes receivables
owned and receivables serviced for others. Receivables serviced for others
primarily represent sold receivables which the Company services for a fee. At
December 31, 1994, receivables serviced for others accounted for 61% of the
Company's portfolio of receivables managed. Total finance receivables managed
at the end of each of the five most recent years were as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Automotive financing $30,092 $25,011 $22,481 $24,220 $25,117
Nonautomotive financing 2,775 3,251 7,657 9,486 10,709
------- ------- ------- ------- -------
Total $32,867 $28,262 $30,138 $33,706 $35,826
======= ======= ======= ======= =======
</TABLE>
Automotive Financing. The Company conducts its automotive finance business
principally through its subsidiaries Chrysler Credit Corporation, Chrysler
Credit Canada Ltd., and, in Mexico, Chrysler Comercial S.A. de C.V., (together
"Chrysler Credit"). Chrysler Credit is the major source of car and truck
wholesale financing (also referred to as dealer "floor plan") and retail
financing for Chrysler vehicles throughout North America. Chrysler Credit also
offers its floor plan dealers working capital loans, real estate and equipment
financing and financing plans for fleet buyers, including daily rental car
companies independent of, and affiliated with, Chrysler. The automotive
financing operations of Chrysler Credit are conducted through 94 branches in
the United States, Canada and Mexico.
During 1994, the Company financed or leased approximately 830,000 vehicles at
retail, including approximately 525,000 new Chrysler cars and trucks
representing 24 percent of Chrysler's U.S. retail and fleet deliveries. In
1994, the average monthly payment for new vehicle retail installment sale
contracts acquired in the United States was $375. The average percentage of
dealer cost financed was 94 percent and the average original term was 55
months.
The Company financed at wholesale approximately 1,647,000 new Chrysler cars and
trucks representing 73 percent of Chrysler's U.S. factory shipments in 1994.
Wholesale vehicle financing accounted for 74 percent of the total automotive
financing volume of the Company in 1994 and represented 31 percent of
automotive finance receivables outstanding at December 31, 1994.
4
<PAGE>
ITEM 1. BUSINESS - continued
Nonautomotive Financing. The Company has downsized its nonautomotive operations
through sales and liquidations over the last several years. During 1993 and
1992, the Company realized $3.3 billion in aggregate cash proceeds from the
sales of nonautomotive assets.
Chrysler Capital Corporation ("Chrysler Capital") manages commercial leases and
loans in over 15 industries throughout the United States. At December 31, 1994,
Chrysler Capital managed $2.3 billion of commercial finance receivables
compared to $2.7 billion at December 31, 1993. In addition, the Company managed
a portfolio of secured small business loans totaling $.5 billion at December
31, 1994 compared to $.6 billion at December 31, 1993.
Insurance. Chrysler Insurance Company and its subsidiaries ("Chrysler
Insurance") provide specialized insurance coverages for automotive dealers and
their customers in the United States and Canada. Chrysler Insurance's property
and casualty business includes physical damage, garage liability, workers'
compensation and property and contents coverage provided directly to automotive
dealers. Chrysler Insurance also provides collateral protection and single
interest insurance to retail automobile customers and their financing sources.
Real Estate Management. Chrysler Realty Corporation ("Chrysler Realty"), which
is engaged in the ownership, development and management of Chrysler automotive
dealership properties in the United States, typically purchases, leases or
options dealership facilities and then leases or subleases these facilities to
Chrysler dealers. At December 31, 1994, Chrysler Realty controlled 876 sites
(of which 289 were owned by Chrysler Realty).
Funding. During 1994, the Company issued $1.8 billion of term debt and
increased the level of commercial paper to $4.3 billion. Receivable sales
continued to be a significant source of funding during 1994, as the Company
realized $6.4 billion of net proceeds from the sale of automotive retail
receivables compared to $7.8 billion in 1993. In addition, revolving wholesale
receivable sale arrangements provided funding which aggregated $3.8 billion and
$4.6 billion at December 31, 1994 and 1993, respectively.
During the year, the Company replaced its U.S. and Canadian revolving credit
and receivable sale agreements, which were originally scheduled to expire in
1995. The new agreements provide for lower total commitments, reductions in
borrowing spreads and commitment fees, and less restrictive financial
covenants, including the relaxation of dividend restrictions and the removal of
security interests in the Company's U.S. assets.
The Company uses derivative financial instruments to manage its exposure
arising from changes in interest rates and currency exchange rates as part of
its asset and liability management program. These derivative financial
instruments include interest rate swaps, interest rate caps, forward interest
rate contracts, and currency exchange agreements. The Company does not use
derivative financial instruments for trading purposes.
Due to changing interest rates, interest rate derivatives are used to stabilize
interest margins. The Company hedges borrowings denominated in currencies other
than the borrowers' local currency. Forward interest rate contracts are used to
manage exposure to fluctuations in funding costs for anticipated
securitizations of retail receivables.
5
<PAGE>
ITEM 1. BUSINESS - continued
The Company's outstanding debt at December 31, in each of the five most recent
years was as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Short-term notes
(primarily commercial paper) $ 4,315 $ 2,772 $ 352 $ 339 $ 1,114
Bank borrowings under
revolving credit facilities - - 5,924 6,633 6,241
Senior term debt 6,069 5,139 4,436 6,742 9,233
Subordinated term debt 27 77 585 949 1,686
Mexico borrowings and other 260 447 455 518 431
------- ------- ------- ------- -------
Total $10,671 $ 8,435 $11,752 $15,181 $18,705
======= ======= ======= ======= =======
</TABLE>
ITEM 2. PROPERTIES
At December 31, 1994, the following facilities were utilized by the registrant
and its subsidiaries in conducting their businesses:
(a) executive offices of the registrant, Chrysler Credit Corporation,
Chrysler Insurance and certain other domestic subsidiaries of the
registrant in Southfield, Michigan;
(b) a total of 82 branches of Chrysler Credit located throughout the
United States;
(c) headquarters of Chrysler First Inc. in Allentown, Pennsylvania, and
a total of 3 offices of such corporation in the United States;
(d) headquarters of Chrysler Capital in Stamford, Connecticut;
(e) headquarters of Chrysler Realty in Troy, Michigan; and
(f) a total of 12 offices used as headquarters and branch offices in
Canada and Mexico.
All of the facilities described above were leased by the registrant.
At December 31, 1994, a total of 289 automobile dealership properties,
generally consisting of land and improvements, were owned by Chrysler Realty
and leased primarily to dealers franchised by Chrysler.
6
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ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the registrant and its subsidiaries are
parties, either as plaintiff or defendant, in various legal proceedings which
are incidental to the business of such companies. The pending proceedings are
not other than ordinary routine litigation and are not deemed by the registrant
to be material with respect to the business of the registrant and its
subsidiaries taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with General Instruction J.)
7
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
All of the outstanding common stock of the registrant, consisting of one class
of common stock, is owned by Chrysler.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Interest income and other
revenues $ 1,984 $ 2,039 $ 2,575 $ 3,221 $ 3,774
Earnings before cumulative
effect of changes in
accounting principles $ 195 $ 159 $ 180 $ 276 $ 313
Cumulative effect of changes
in accounting principles $ - $ (30) $ 51 $ - $ -
Net earnings $ 195 $ 129 $ 231 $ 276 $ 313
Total assets $16,648 $14,251 $17,585 $21,280 $24,702
Total debt $10,671 $ 8,435 $11,752 $15,181 $18,705
Cash dividends:
Preferred stock $ - $ - $ 1 $ 14 $ 38
Common stock $ 40 $ - $ - $ - $ 150
</TABLE>
8
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
The Company's primary objective is to provide financing support for automotive
dealers and retail customers of Chrysler's products. Total assets increased
during 1994 for the first time since 1989 due to higher volumes of automotive
receivables acquired and lower levels of automotive retail receivable sales.
The Company paid $40 million in dividends to Chrysler during 1994, the first
such dividends paid since 1990.
During 1994, the rating agencies continued to raise their ratings of both the
Company's and Chrysler's debt securities. The Company's and Chrysler's debt
ratings have historically been linked.
The Company's portfolio of receivables managed, which includes receivables
owned and receivables serviced for others, totaled $32.9 billion at December
31, 1994, up from $28.3 billion and $30.1 billion at December 31, 1993 and
1992, respectively. The increase in receivables managed reflects higher volumes
of automotive receivables acquired, partially offset by continued liquidations
of nonautomotive finance receivables.
Receivables serviced for others primarily represent sold receivables which the
Company services for a fee. Receivables serviced for others totaled $20.1
billion at December 31, 1994, compared to $18.4 billion and $17.8 billion at
December 31, 1993 and 1992, respectively.
The Company's total allowance for credit losses, including receivables sold
subject to limited recourse provisions, totaled $512 million, $494 million, and
$573 million at December 31, 1994, 1993 and 1992, respectively. Nonearning
finance receivables, including receivables sold subject to limited recourse
provisions, declined to $282 million at year-end 1994 from $333 million at
year-end 1993. The total allowance for credit losses as a percentage of related
finance receivables managed was 1.66 percent, 1.78 percent and 1.94 percent at
December 31, 1994, 1993 and 1992, respectively. The decline in the allowance
for credit losses as a percentage of related finance receivables managed
reflects improvement in automotive credit loss experience.
Total assets at December 31, 1994 increased to $16.6 billion from $14.3 billion
at December 31, 1993. Total debt outstanding at December 31, 1994 was $10.7
billion compared to $8.4 billion at December 31, 1993. During 1994, the Company
raised $1.8 billion through term debt offerings. The Company's debt-to-equity
ratio increased to 3.3 to 1 at December 31, 1994 from 2.7 to 1 at December 31,
1993, reflecting increased use of term debt and commercial paper to fund the
Company's asset growth.
Results of Operations
Earnings before income taxes and cumulative effect of changes in accounting
principles for 1994 totaled $315 million, which compared to $267 million and
$295 million in 1993 and 1992, respectively. The increase in 1994 earnings
before income taxes and cumulative effect of changes in accounting principles
resulted from higher volumes of automotive financing, improved credit loss
experience and lower costs of bank facilities. The decline in 1993 earnings
before income taxes and cumulative effect of changes in accounting principles
from 1992 resulted largely from higher borrowing costs incurred under the
Company's former revolving credit agreements.
9
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations (continued)
The Company's net earnings were $195 million, $129 million and $231 million in
1994, 1993 and 1992, respectively. Net earnings for 1993 included charges
totaling $30 million from the adoption of Statement of Financial Accounting
Standards ("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," and SFAS No. 112, "Employers' Accounting for
Postemployment Benefits." Net earnings for 1992 included a $51 million
favorable adjustment from the adoption of SFAS No. 109, "Accounting for Income
Taxes."
Automotive financing volume totaled $70.4 billion in 1994, compared to $59.8
billion and $46.6 billion in 1993 and 1992, respectively. The increase in
automotive financing volume over the last two years was largely due to higher
amounts of wholesale financing provided to automotive dealers. Financing
support provided in the United States for new Chrysler vehicle retail
deliveries (including fleet), and wholesale vehicle sales to dealers and the
number of vehicles financed over the last three years were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
United States Penetration:
Retail 24% 25% 24%
Wholesale 73% 75% 69%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail 525 516 413
Wholesale 1,647 1,510 1,199
</TABLE>
Automotive financing income totaled $1,078 million in 1994, compared with $989
million in 1993 and $1,098 million in 1992. The increase in automotive
financing income in 1994 from 1993 was primarily due to higher volumes of
automotive financing and increasing interest rates. Interest margin totaled
$627 million in 1993, down 32 percent from 1992 primarily due to the sales of
nonautomotive assets and higher effective costs of borrowings incurred under
the Company's bank facilities.
Interest income from the Company's nonautomotive financing operations totaled
$279 million in 1994, compared with $429 million in 1993 and $841 million in
1992. These nonautomotive financing operations had finance receivables
outstanding of $2.5 billion at December 31, 1994 compared with $2.8 billion at
December 31, 1993 and $5.3 billion at December 31, 1992. The decline in
nonautomotive interest income and finance receivables outstanding was a result
of the continued liquidation and downsizing of the Company's nonautomotive
operations over the last several years.
Service fee income was $247 million for the year ended December 31, 1994,
compared to $214 million and $209 million for the years ended December 31, 1993
and 1992, respectively. The increase in service fee income over the last
several years is due to higher levels of sold receivables which the Company
continues to service.
10
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Results of Operations (continued)
Investment and other income totaled $243 million in 1994, compared to $279
million and $295 million for 1993 and 1992, respectively. The decline in
investment and other income was primarily due to lower gains on retail
receivable sales.
A comparison of borrowing costs is shown in the following table:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Interest expense $ 754 $ 791 $ 1,022
Average borrowings $ 9,407 $ 9,171 $13,096
Average effective cost
of borrowings 7.99% 8.62% 7.78%
</TABLE>
The improvement in average effective borrowing costs from 1993 to 1994 reflects
lower bank facility costs and higher levels of commercial paper. The increase
in borrowing costs from 1992 to 1993 was primarily due to amortization of
up-front fees and costs associated with the Company's revolving credit
agreements, which were replaced in May 1994.
Operating expenses for 1994 totaled $497 million, compared to $463 million and
$595 million in 1993 and 1992, respectively. The decline in operating expenses
from 1992 to 1993 reflects the downsizing of nonautomotive operations.
Depreciation and other expenses totaled $106 million for 1994, compared with
$194 million in 1993 and $242 million in 1992. The decrease was a result of
1993 nonautomotive asset sales and the continued liquidation of nonautomotive
operations.
11
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ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Results of Operations (continued)
Net credit loss experience, including net losses on receivables sold subject to
limited recourse provisions, for the years ended December 31, 1994, 1993 and
1992 was as follows:
<TABLE>
<CAPTION>
Net Credit Losses
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Automotive financing $117 $109 $163
Nonautomotive financing 41 88 147
---- ---- ----
Total $158 $197 $310
==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
Net Credit Losses to Average
Gross Receivables Outstanding
1994 1993 1992
<S> <C> <C> <C>
Automotive financing 0.42% 0.44% 0.68%
Nonautomotive financing 1.05% 1.73% 1.50%
Total 0.50% 0.66% 0.92%
</TABLE>
The Company's Mexican subsidiary, Chrysler Comercial S.A. de C.V. ("Chrysler
Comercial"), contributed $11 million, $18 million, and $15 million in 1994,
1993 and 1992, respectively to the Company's earnings before income taxes.
Chrysler Comercial's total assets were $433 million and $477 million at
December 31, 1994 and 1993, respectively. The economic uncertainty in Mexico
following the devaluation of the peso may have a negative impact on Chrysler
Comercial's retail and wholesale lending activities.
Certain U.S. dollar borrowings used to fund Mexican operations were hedged
against the peso with two major Mexican banks at December 31, 1994. If these
counterparties fail to perform, the Company would be exposed to a potential
loss (See "Note 12 -- Financial Instruments" in the Consolidated Financial
Statements).
Liquidity and Capital Resources
Term debt borrowings, commercial paper borrowings and receivable sales
represent the Company's primary funding sources. The Company raised $1.8
billion from term debt placements in 1994 and increased its commercial paper
outstanding by $1.5 billion during the year.
During the second quarter of 1994, the Company replaced its U.S. and Canadian
revolving credit and receivable sale agreements, which were originally
scheduled to expire in 1995. The new agreements provide for lower total
commitments, reductions in borrowing spreads and commitment fees and less
restrictive financial covenants, including the relaxation of dividend
restrictions and the removal of security interests in the Company's U.S.
assets. These agreements contain covenants which, among other restrictions,
require the Company to maintain a minimum net worth of $1.5 billion.
12
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ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
Liquidity and Capital Resources (continued)
At December 31, 1994, the Company's credit facilities consist of $4.6 billion
of U.S. and $.6 billion of Canadian credit facilities which expire in May 1998.
The Company's automotive receivables sale agreements consist of a $1.5 billion
U.S. agreement (of which $.5 billion expires in May 1995, and $1.0 billion
expires in May 1998) and a $.2 billion Canadian agreement (of which $.1 billion
expires in May 1995, and $.1 billion expires in May 1998). As of December 31,
1994 no amounts were outstanding under the Company's revolving credit or
receivable sale agreements.
Receivable sales continued to be a significant source of funding during 1994 as
the Company realized $6.4 billion of net proceeds from sales of automotive
retail receivables, compared to $7.8 billion for the year ended December 31,
1993. In addition, revolving wholesale receivable sale arrangements provided
funding which aggregated $3.8 billion and $4.6 billion at December 31, 1994 and
1993, respectively.
As of December 31, 1994, the Company had contractual debt maturities of $5.1
billion in 1995 (including $4.3 billion of short-term notes), $1.7 billion in
1996, $.7 billion in 1997, $1.0 billion in 1998, $1.2 billion in 1999, and $1.0
billion in years thereafter.
During 1993 and 1992, the Company realized $3.3 billion in aggregate cash
proceeds from the sales of nonautomotive assets.
The Company believes that cash provided by operations, the issuance of term
debt and commercial paper and sales of receivables will be sufficient to enable
it to meet its funding requirements.
New Accounting Standards
In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS No.
114, "Accounting by Creditors for Impairment of a Loan," which amends SFAS No.
5, "Accounting for Contingencies," by requiring creditors to evaluate the
collectibility of both contractual interest and principal of receivables when
evaluating the need for a loss accrual. In October 1994, the FASB issued SFAS
No. 118, "Accounting by Creditors for Impairment of a Loan - Income
Recognition," which amends SFAS No. 114 to clarify the standard's income
recognition provisions. The Company will adopt these new standards effective
January 1, 1995. The Company does not expect the implementation of these
standards to materially impact its results of operations or financial position.
13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Net Earnings
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Interest income (Notes 1, 2 and 10):
Automotive financing:
Retail $ 555 $ 526 $ 669
Wholesale and other 523 463 429
Nonautomotive financing 279 429 841
Total interest income 1,357 1,418 1,939
Interest expense (Note 5) (754) (791) (1,022)
Interest margin 603 627 917
Other revenues:
Servicing fee income 247 214 209
Insurance premiums earned (Note 6) 137 128 132
Investment and other income (Notes 3 and 4) 243 279 295
Interest margin and other revenues 1,230 1,248 1,553
Costs and expenses:
Operating expenses 497 463 595
Provision for credit losses (Notes 1 and 2) 203 216 309
Insurance losses and adjustment expenses (Note 6) 109 108 112
Depreciation and other expenses 106 194 242
Total costs and expenses 915 981 1,258
Earnings before income taxes and cumulative
effect of changes in accounting principles 315 267 295
Provision for income taxes (Note 7) 120 108 115
Earnings before cumulative effect of changes
in accounting principles 195 159 180
Cumulative effect of changes in accounting
principles (Notes 7 and 11) -- (30) 51
Net Earnings $ 195 $ 129 $ 231
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Assets (Note 1):
Finance receivables - net (Note 2) $12,553 $ 9,626
Retained interests in sold receivables and other
related amounts - net (Notes 2 and 3) 2,251 2,620
Total finance receivables and retained interests - net 14,804 12,246
Cash and cash equivalents (Note 4) 174 265
Marketable securities (Note 4) 583 348
Dealership properties leased - net 407 423
Equipment leased to others - net 104 176
Repossessed collateral 162 269
Amounts due from affiliated companies (Note 10) 66 --
Other assets 348 524
Total Assets $16,648 $14,251
Liabilities (Note 1):
Debt (Note 5) $10,671 $ 8,435
Accounts payable, accrued expenses and other 1,155 1,147
Amounts due to affiliated companies (Note 10) -- 24
Deferred income taxes (Note 7) 1,549 1,514
Total Liabilities 13,375 11,120
Commitments and contingent liabilities (Notes 3 and 8)
Shareholder's Investment (Note 9):
Common stock - par value $100 per share:
Authorized, issued and outstanding 250,000 shares 25 25
Additional paid-in capital 1,168 1,168
Retained earnings 2,080 1,938
Total Shareholder's Investment 3,273 3,131
Total Liabilities and Shareholder's Investment $16,648 $14,251
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
15
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Cash Flows
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 195 $ 129 $ 231
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting
principles -- 30 (51)
Net gains from receivable sales (59) (127) (146)
Provision for credit losses 203 216 309
Depreciation, amortization and
write-off of intangibles 72 118 184
Change in deferred income taxes and income
taxes payable 42 35 (71)
Change in amounts due affiliates (82) (19) 102
Change in accounts payable, accrued
expenses and other 150 (143) (284)
Net cash provided by operating activities 521 239 274
Cash Flows From Investing Activities:
Acquisitions of finance receivables (66,477) (58,034) (48,990)
Collections of finance receivables 27,726 22,225 22,549
Purchases of marketable securities (Note 1) (2,013) (1,551) (3,896)
Sales and maturities of marketable securities 2,056 1,536 3,861
Proceeds from sales of nonautomotive assets -- 2,375 903
Proceeds from sales of receivables 35,887 36,049 28,600
Other 21 300 115
Net cash (used in) provided by investing activities (2,800) 2,900 3,142
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings 1,535 2,428 13
Borrowings under revolving credit facilities:
Proceeds -- 4,792 43,917
Payments -- (10,716) (44,626)
Proceeds from issuance of term debt 1,762 2,305 400
Repayment of term debt (882) (2,108) (3,189)
Payment of dividends (40) -- --
Redemption of preferred stock -- -- (75)
Other (187) (8) 55
Net cash provided by (used in) financing activities 2,188 (3,307) (3,505)
Change in cash and cash equivalents (91) (168) (89)
Cash and cash equivalents at beginning of year 265 433 522
Cash and Cash Equivalents at End of Year $ 174 $ 265 $ 433
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
16
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Chrysler
Financial Corporation and its domestic and foreign subsidiaries (the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation. All of the Company's common shares are owned by
Chrysler Corporation (together with its subsidiaries, "Chrysler"). Amounts for
prior years have been reclassified to conform with current year's
classifications.
Receivable Sales
The Company sells significant amounts of automotive receivables in transactions
subject to limited recourse provisions. The Company generally sells its
receivables to a trust and remains as servicer for which it is paid a servicing
fee. Normal servicing fees are earned on a level yield basis over the remaining
terms of the related sold finance receivables. In a subordinated capacity, the
Company retains excess servicing cash flows, a limited interest in the
principal balances of the sold receivables and certain cash deposits provided
as credit enhancements for investors.
Gains or losses from the sales of retail receivables are recognized in the
period in which such sales occur. In determining the gain or loss for each
qualifying sale of retail receivables, the investment in the sold receivable
pool is allocated between the portion sold and the portion retained based on
their relative fair values on the date of sale. Gains or losses are reflected
in the consolidated statement of net earnings under the caption "Investment and
other income." Gains on sales of wholesale receivables are not material.
Income Recognition
Interest income from finance receivables is recognized using the interest
method. Lending fees and certain direct loan origination costs are deferred and
amortized to interest income using the interest method over the contractual
terms of the finance receivables. Interest accrued on finance receivables at
the balance sheet date is included in the consolidated balance sheet caption
"Finance Receivables - net."
Recognition of interest income is generally suspended when a loan becomes
contractually delinquent for periods ranging from 60 to 90 days. Income
recognition is resumed when the loan becomes contractually current, at which
time all past due interest income is recognized.
Property and casualty premiums are earned on a straight-line basis over the
term of the respective policies.
17
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
Lease Transactions
Leasing operations consist of direct finance leases of vehicles and other
equipment, leveraged leases of major equipment and real estate, and operating
leases, all of which are accounted for in accordance with the classification of
the leases. The related revenue is recorded as interest income. Dealership
properties leased to others are stated at cost less accumulated depreciation of
$120 million and $116 million at December 31, 1994 and 1993, respectively.
Equipment leased to others is stated at cost less accumulated depreciation of
$89 million and $164 million at December 31, 1994 and 1993, respectively.
Allowance for Credit Losses
An allowance for credit losses is generally established during the period in
which receivables are acquired. The allowance for credit losses is maintained
at a level deemed appropriate, based primarily on loss experience. Other
factors affecting collectibility are also evaluated, and appropriate
adjustments are recorded. Retail automotive receivables not supported by a
dealer guaranty are charged to the allowance for credit losses net of the
estimated value of repossessed collateral at the time of repossession.
Nonautomotive finance receivables are reduced to the estimated fair value of
collateral when loans are deemed to be impaired.
In May 1993, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors
for Impairment of a Loan," effective for fiscal years beginning after December
15, 1994. In October 1994, the FASB issued SFAS No. 118, "Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures," as an
amendment to SFAS No. 114. These new accounting standards require creditors to
evaluate the collectibility of both contractual interest and principal of
receivables when assessing the need for a loss accrual. The Company will adopt
these standards effective January 1, 1995. Adoption of these standards is not
expected to have a material impact upon the Company's results of operations or
financial position.
Cash Equivalents
Temporary investments of excess borrowed funds with a maturity of less than
three months when purchased are considered to be cash equivalents.
Marketable Securities
Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Under SFAS No. 115, the
Company's debt and equity securities are classified as either
available-for-sale or held-to-maturity. The Company does not hold debt or
equity securities for trading. Available-for-sale securities are reported at
fair value. Changes in the fair value of available-for-sale securities are
recorded as an adjustment to retained earnings, net of applicable deferred
taxes. Held-to-maturity securities are carried at cost adjusted for amortized
premium or discount. On January 1, 1994, the adjustment of available-for-sale
securities to market value resulted in a $6 million increase to retained
earnings. The adjustment at December 31, 1994 resulted in a $13 million
decrease to retained earnings. Prior to the adoption of SFAS No. 115,
marketable securities were carried at cost, adjusted for amortized premium or
discount on bonds, plus accrued interest. The Company determines realized gains
and losses on securities using the specific identification method.
During 1994 the Company acquired $300 million of marketable securities in a
non-cash transaction relating to the securitization of retail receivables.
18
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
Repossessed Collateral
Repossessed collateral is carried at the lower of fair value less estimated
selling expenses, or cost. Repossessed collateral carrying costs and gains or
losses from disposition of such assets are recognized in the period incurred.
Real estate owned is carried at the lower of fair value less estimated selling
expenses or cost. Fair value of real estate owned is determined by appraisal.
Other factors affecting collectibility are also evaluated, and appropriate
adjustments are recorded.
Term Debt and Revolving Credit Fees and Costs
Term debt commissions and expenses are amortized over the life of the related
debt issue in relation to the outstanding principal balances. Up-front fees and
costs incurred in connection with revolving credit facilities are deferred and
amortized over the expected term of the facilities.
Derivative Financial Instruments
During 1994, the Company adopted SFAS No. 119, "Disclosure About Derivative
Financial Instruments and Fair Value of Financial Instruments." The Company
uses derivative financial instruments to manage its exposure arising from
changes in interest rates and currency exchange rates as part of its asset and
liability management program. These derivative financial instruments include
interest rate swaps, interest rate caps, forward interest rate contracts, and
currency exchange agreements. The Company does not use derivative financial
instruments for trading purposes.
Due to changing interest rates, interest rate derivatives are used to stabilize
interest margins. Interest differentials resulting from interest rate swap
agreements are recorded on an accrual basis as an adjustment to interest
expense.
The Company hedges against borrowings denominated in currencies other than the
borrowers' local currency. Such borrowings are translated in the financial
statements at the rates of exchange established under the related currency
exchange agreements.
Forward interest rate contracts are used to manage exposure to fluctuations in
funding costs for anticipated securitizations of retail receivables. Unrealized
gains or losses on forward interest rate contracts that qualify for hedge
accounting treatment are deferred. Unrealized gains or losses on forward
interest rate contracts that do not qualify for hedge accounting treatment are
included in other income. No such amounts were recorded in 1994. Realized gains
or losses are included in the determination of the gain or loss from the
related sale of retail receivables.
Gains or losses on early terminations of derivative financial instruments that
modify the interest rate characteristics of debt are deferred and amortized as
adjustments to interest expense over the remaining term of the related
borrowing.
Income Taxes
Chrysler Financial Corporation and its U.S. subsidiaries are included in
Chrysler's consolidated U.S. income tax returns. The Company's provision for
income taxes is determined on a separate return basis. Under the Tax Sharing
Agreement between the Company and Chrysler, U.S. income taxes have been
settled substantially without regard to alternative minimum tax or limitations
on utilization of net operating losses and foreign tax credits.
19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests - Net
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Automotive:
Retail $ 4,982 $ 3,536
Wholesale and other (Note 10) 3,113 2,520
Retained senior interests in sold wholesale receivables* 2,173 967
Total automotive 10,268 7,023
Nonautomotive:
Leveraged leases 1,545 1,559
Other commercial 955 1,244
Total nonautomotive 2,500 2,803
Total finance receivables 12,768 9,826
Less allowance for credit losses (215) (200)
Total finance receivables - net $ 12,553 $ 9,626
<FN>
* Represents receivables held in trust eligible to be securitized or
returned to the Company.
</TABLE>
The Company's retained interests in sold receivables and other related amounts
are generally restricted and subject to limited recourse provisions. The
following is a summary of amounts included in "Retained interests in sold
receivables and other related amounts - net":
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Cash and investments $ 669 $ 586
Subordinated interests in receivables 1,475 1,783
Excess servicing 135 200
Other restricted and securitized assets 269 345
Less allowance for credit losses (297) (294)
Total retained interests in sold receivables
and other related amounts - net $ 2,251 $ 2,620
</TABLE>
Changes in the allowance for credit losses, including receivables sold subject
to limited recourse provisions, were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Balance at beginning of year $ 494 $ 573 $ 557
Provision for credit losses 203 216 309
Net credit losses (158) (197) (310)
Transfers related to nonautomotive asset sales -- (79) --
Other adjustments (27) (19) 17
Balance at end of year $ 512 $ 494 $ 573
</TABLE>
20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests - Net - continued
Nonearning finance receivables, including receivables sold subject to limited
recourse, totaled $282 million and $333 million, at year-end 1994 and 1993,
respectively, which represented 0.9 percent and 1.2 percent of such receivables
outstanding, respectively.
Contractual maturities of total finance receivables at December 31, 1994 were
as follows:
<TABLE>
<CAPTION>
Automotive Nonautomotive Total
(in millions of dollars)
<S> <C> <C> <C>
Past due installments $ 40 $ 26 $ 66
Due in year ending December 31:
1995 7,137 245 7,382
1996 1,170 201 1,371
1997 860 248 1,108
1998 647 215 862
1999 370 179 549
Thereafter 44 1,386 1,430
Total finance receivables $ 10,268 $2,500 12,768
Less allowance for credit losses (215)
Total finance receivables - net $12,553
</TABLE>
Actual cash flow experience will vary from contractual cash flows due to future
receivable sales and prepayments.
The Company's investment in automotive and nonautomotive direct financing
leases included in "Finance receivables - net" was as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Aggregate future lease payments $ 408 $ 403
Estimated residual values 184 186
Less unearned income (139) (173)
Net investment in direct financing leases $ 453 $ 416
</TABLE>
The Company's investment in leveraged leases included in "Finance receivables -
net" and related deferred income taxes was as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Rentals receivable (net of principal
and interest on non-recourse debt) $ 1,401 $ 1,425
Estimated residual values 827 834
Less: Unearned income (588) (604)
Deferred investment tax credits (95) (96)
Net receivable 1,545 1,559
Less deferred income taxes (1,414) (1,377)
Net investment in leveraged leases $ 131 $ 182
</TABLE>
The Company revised its calculations of leveraged lease cash flows to adjust
for the enacted tax rate increase in 1993. This change increased 1993 earnings
before income taxes by $9 million and increased the provision for income taxes
by $20 million, primarily due to the adjustment of the associated net deferred
tax liabilities (see Note 7 - Income Taxes).
21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 3 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables, excluding retained senior
interests in sold wholesale receivables, were as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Automotive:
Retail $12,464 $12,027
Wholesale 5,416 5,389
Nonautomotive 275 449
Total $18,155 $17,865
</TABLE>
Gains or losses from the sales of retail receivables are recognized in the
period in which such sales occur. Provisions for expected credit losses are
generally provided during the period in which such receivables are acquired.
Since the allowance for credit losses is separately provided prior to the
receivable sales, gains from receivable sales are not reduced for expected
credit losses. Included in "Investment and other income" are net gains before
expected credit losses totaling $59 million, $127 million and $146 million for
the years ended December 31, 1994, 1993 and 1992, respectively. The provision
for credit losses related to such sales amounted to $130 million, $135 million
and $137 million for the years ended December 31, 1994, 1993 and 1992,
respectively.
The Company is committed to sell all wholesale receivables related to certain
dealer accounts.
Note 4 - Securities
Contractual maturities of marketable debt securities at December 31, 1994 were
as follows:
<TABLE>
<CAPTION>
Available-for-sale Held-to-maturity
securities securities
------------------ ----------------
Fair Fair
Cost Value Cost Value
---- ----- ---- -----
(in millions of dollars)
<S> <C> <C> <C> <C>
Within one year $ 29 $ 29 $247 $247
After one year through five years 129 125 1 1
After five years through ten years 48 45 1 1
After ten years 118 106 19 19
Total $324 $305 $268 $268
</TABLE>
The proceeds from sales of available-for-sale securities for the year ended
December 31, 1994, were $1.6 billion. The related gross realized gains and
losses were immaterial.
22
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 4 - Securities - continued
Information with respect to the Company's portfolio of securities, which
includes investments classified as marketable securities and cash equivalents
was as follows:
<TABLE>
<CAPTION>
December 31, January 1,
1994 1994
------------------------------------- -------------
Gross Unrealized
Fair ---------------- Fair
Cost Value Gains Losses Cost Value
---- ----- ----- ------ ---- -----
(in millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Available-for-sale securities:
Bonds - Corporate/Public Utility $112 $107 $ 1 $ 6 $ 95 $ 99
State/Municipal 11 9 -- 2 8 8
Government securities -
United States and Canada 184 172 -- 12 169 171
Preferred stocks 11 10 -- 1 9 9
Short-term notes 17 17 -- -- 26 26
Total available-for-sale securities 335 315 $ 1 $ 21 307 313
Excess of cost over fair value (20) n/a
Available-for-sale securities 315 315 307 313
Held-to-maturity securities:
Bonds - Corporate/Public Utility 1 1 5 5
State/Municipal 5 5 6 6
Government securities -
United States and Canada 16 16 30 31
Asset-backed securities* 246 246 - -
Total held-to-maturity securities 268 268 41 42
Total Marketable securities 583 583 348 355
Cash equivalents 37 37 138 138
Total securities $620 $620 $486 $493
<FN>
* Money market notes purchased from trusts established in connection with the
Company's securitization of retail receivables.
</TABLE>
Note 5 - Debt
Average effective cost of borrowings was as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------
1994 1993
----------------------------- ----------------------------
Short-term Term Total Short-term Term Total
Notes Debt Debt Notes Debt Debt
---------- ---- ------ ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Average effective cost of borrowings:
United States operations 5.5% 7.2% 7.4% 4.7% 8.0% 8.0%
Consolidated operations 5.5% 8.1% 8.0% 4.7% 8.8% 8.6%
</TABLE>
23
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 5 - Debt - continued
Debt outstanding at December 31, 1994 and 1993 was as follows:
<TABLE>
<CAPTION>
Weighted Average
Interest Rates* at December 31,
Maturity December 31, 1994 1994 1993
(in millions of dollars)
<S> <C> <C> <C>
Short-term notes placed primarily in the
open market:
United States $ 3,901 $ 2,513
Canada 414 259
Total short-term notes (primarily
commercial paper) 6.0% 4,315 2,772
Senior term debt:
United States, due
1994 -- 813
1995 6.3% 574 574
1996 6.7% 1,602 1,053
1997 6.2% 653 197
1998 6.3% 943 696
1999 9.4% 1,227 797
Thereafter 7.3% 994 969
Total United States 5,993 5,099
Canada, due 1994-1998 10.0% 78 42
Less unamortized discount 2 2
Total senior term debt 6,069 5,139
Subordinated term debt - United States:
Senior, due 1994-1995 8.3% 27 77
Mexico borrowings and other 260 447
Total debt $10,671 $ 8,435
<FN>
* The weighted average interest rates, including the effects of interest rate
exchange agreements, have been calculated on the basis of rates in effect at
December 31, 1994 including $1,184 million of variable rate senior term debt.
</TABLE>
Interest paid by the Company for the years ended December 31, 1994, 1993 and
1992 amounted to $733 million, $847 million and $1,250 million, respectively.
The Company has contractual debt maturities of $5.1 billion in 1995 (including
$4.3 billion of short-term notes), $1.7 billion in 1996, $.7 billion in 1997,
$1.0 billion in 1998, $1.2 billion in 1999 and $1.0 billion in years
thereafter. Short-term notes outstanding at December 31, 1994 had an average
remaining term of 31 days.
The Company manages its exposure arising from changes in interest rates and
currency exchange rates by utilizing derivative financial instruments. These
derivative financial instruments include interest rate swaps, interest rate
caps, forward interest rate contracts, and currency exchange agreements (see
Note 12 - Financial Instruments).
24
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 5 - Debt - continued
Credit Facilities
During 1994, the Company replaced its revolving credit and receivable sale
agreements which were originally scheduled to expire in 1995. The Company's
current credit facilities, which expire in 1998, consist of $4.6 billion of
U.S. and $.6 billion of Canadian credit facilities. The Company's automotive
receivable sale agreements consist of a $1.5 billion U.S. agreement (of which
$.5 billion expires in 1995, and $1.0 billion expires in 1998) and a $.2
billion Canadian agreement (of which $.1 billion expires in 1995, and $.1
billion expires in 1998). These agreements contain restrictive covenants,
which, among other things, require the Company to maintain a minimum net worth
of $1.5 billion. As of December 31, 1994, no amounts were outstanding under the
Company's revolving credit or receivable sale agreements.
Note 6 - Reinsurance Arrangements and Reserves
The Company enters into various reinsurance contracts with other insurance
enterprises or reinsurers to reduce the losses that may arise from catastrophes
or other events. Reinsurance contracts do not relieve the Company from its
obligations to policyholders. Failure of reinsurers to fulfill their
obligations could result in losses to the Company.
The amounts reported as "Insurance premiums earned" are net of related ceded
reinsurance premiums of $40 million, $46 million and $36 million for the years
ended December 31, 1994, 1993 and 1992, respectively. Amounts reported as
"Insurance losses and adjustment expenses" are net of related reinsurance loss
and loss adjustment expenses of $28 million, $38 million and $35 million for
the years ended December 31, 1994, 1993 and 1992, respectively.
Included in "Accounts payable, accrued expenses and other" are net unearned
insurance premiums and net reserves for insurance losses and adjustment
expenses as follows:
<TABLE>
<CAPTION>
December 31,
1994 1993
(in millions of dollars)
<S> <C> <C>
Direct and assumed unearned premiums $ 68 $ 69
Reinsurance ceded (8) (9)
Net unearned premiums $ 60 $ 60
Direct and assumed reserve for insurance losses
and adjustment expenses $ 225 $ 221
Reinsurance ceded (44) (48)
Net reserve for insurance losses and adjustment expenses $ 181 $ 173
</TABLE>
25
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 6 - Reinsurance Arrangements and Reserves - continued
Changes in the net reserve for unpaid losses and loss adjustment expenses net
of reinsurance, salvage and subrogation for Chrysler Insurance Company's
property and casualty operations were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Balance at beginning of year (net of reinsurance
ceded of $47 million, $38 million and
$29 million) $ 166 $ 142 $117
Incurred related to:
Current year 115 113 98
Prior years (8) (11) 3
Total incurred 107 102 101
Paid related to:
Current year (42) (37) (35)
Prior years (54) (41) (41)
Total paid (96) (78) (76)
Balance at end of year (net of reinsurance
ceded of $44 million, $47 million and
$38 million) $ 177 $ 166 $142
</TABLE>
Note 7 - Income Taxes
Chrysler Financial Corporation and its U.S. subsidiaries are included in
Chrysler's consolidated U.S. income tax returns. The Company's provision
for income taxes is determined on a separate return basis. Under the Tax
Sharing Agreement between the Company and Chrysler, U.S. income
taxes have been settled substantially without regard to alternative minimum
tax or limitations on utilization of net operating losses and foreign tax
credits.
The provision for income taxes in the consolidated statement of net earnings
includes the following:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Current tax expense:
United States $ 86 $ 61 $ 130
State and local 10 3 6
Foreign 22 13 20
Total current tax expense 118 77 156
Deferred tax expense (credit):
United States (8) (2) (43)
State and local 11 11 5
Foreign (1) -- (3)
Total deferred tax expense (credit) 2 9 (41)
Effect of restating deferred taxes for
enacted U.S. tax rate increase including
leveraged leases (Note 2) -- 22 --
Total provision for income taxes $ 120 $ 108 $ 115
</TABLE>
26
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 7 - Income Taxes - continued
Effective January 1, 1992, the Company adopted SFAS No. 109, "Accounting for
Income Taxes," which resulted in a favorable cumulative effect of the change in
accounting principle of $51 million.
Income taxes paid by the Company for the years ended December 31, 1994, 1993
and 1992 amounted to $27 million, $82 million and $172 million, respectively.
Included in these amounts are taxes paid (net of refunds) to Chrysler under the
Tax Sharing Agreement of $15 million, $63 million and $141 million, in 1994,
1993 and 1992, respectively.
The provision for income taxes differs from the amount of income tax determined
by applying the U.S. statutory income tax rate to earnings before income taxes
and cumulative effect of changes in accounting principles, as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Tax at U.S. statutory rate $ 110 $ 93 $ 101
State and local income taxes 14 9 7
Amortization of investment tax credits (1) (2) (5)
Income not subject to taxes (2) (2) (4)
Purchase accounting adjustments 2 (5) 19
Leveraged lease rate adjustments (6) (8) (5)
Rate adjustment of U.S. deferred tax assets
and liabilities -- 22 --
Other 3 1 2
Total provision for income taxes $ 120 $ 108 $ 115
Effective tax rate 38.1% 40.5% 39.0%
Statutory tax rate 35.0% 35.0% 34.0%
</TABLE>
The tax-effected temporary differences which comprise deferred tax assets and
liabilities were as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
----------------------- -----------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
--------- ----------- --------- -----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Provision for losses $178 $ -- $161 $ --
Leasing transactions -- 1,654 -- 1,611
State and local taxes -- 100 -- 85
Postretirement benefits other
than pensions 17 -- 17 --
Other 83 73 62 58
Total $278 $1,827 $240 $1,754
</TABLE>
27
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 8 - Commitments and Contingent Liabilities
Various legal actions are pending against Chrysler Financial Corporation and
certain of its subsidiaries, some of which seek damages in large or unspecified
amounts and other relief. The Company believes each proceeding constitutes
routine litigation encountered in the normal course of business. Although the
ultimate amount of liability with respect to such matters cannot be determined
at December 31, 1994, the Company has established reserves which it believes
will be sufficient to cover these matters. After giving effect to these
reserves, management believes the ultimate resolution of these matters will not
have a material adverse effect on the Company's financial position.
The Company is obligated under terms of noncancelable operating leases for the
majority of its office facilities and equipment, as well as for a number of
dealership facilities which are subleased to Chrysler-authorized automotive
dealers. These leases are generally renewable and provide that certain expenses
related to the properties are to be paid by the lessee.
Future minimum lease commitments under the aforementioned leases with remaining
terms in excess of one year are as follows:
<TABLE>
<CAPTION>
Year Ending December 31, (in millions of dollars)
<S> <C>
1995 $ 45
1996 41
1997 36
1998 29
1999 23
Thereafter 85
Total $259
</TABLE>
Future minimum lease commitments have not been reduced by minimum sublease
rentals of $185 million due in the future under noncancelable subleases.
Rental expense for operating leases for the years ended December 31, 1994, 1993
and 1992 was $53 million, $58 million and $69 million, respectively. Sublease
rentals of $42 million were received in 1994, 1993 and 1992.
The Company is contingently liable for guarantees totaling $113 million at
December 31, 1994 provided in connection with an automotive receivable funding
arrangement.
28
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 9 - Shareholder's Investment
Shareholder's Investment is summarized as follows:
<TABLE>
<CAPTION>
Additional Total
Preferred Common Paid-in Retained Shareholder's
Stock Stock Capital Earnings Investment
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Balance - December 31, 1991 $ 75 $ 25 $ 1,168 $ 1,574 $ 2,842
Net earnings -- -- -- 231 231
Preferred stock redeemed (75) -- -- -- (75)
Preferred stock dividends -- -- -- (1) (1)
Minimum pension liability
in excess of unrecognized
prior service cost -- -- -- 1 1
Balance - December 31, 1992 -- 25 1,168 1,805 2,998
Net earnings -- -- -- 129 129
Minimum pension liability
in excess of unrecognized
prior service cost -- -- -- 4 4
Balance - December 31, 1993 -- 25 1,168 1,938 3,131
Net earnings -- -- -- 195 195
Common stock dividends -- -- -- (40) (40)
Net unrealized holding losses
on securities -- -- -- (13) (13)
Balance - December 31, 1994 $ -- $ 25 $ 1,168 $ 2,080 $ 3,273
</TABLE>
Note 10 - Transactions with Affiliates
Since 1968, the Company has had an Income Maintenance Agreement with Chrysler.
The agreement provides for payments to maintain the Company's required coverage
of earnings available for fixed charges at 110 percent. No payments were
required pursuant to the Income Maintenance Agreement for 1994, 1993 or 1992.
Gains and losses from translating assets and liabilities outside the United
States to U.S. dollar equivalents are credited or charged to Chrysler in
accordance with an agreement indemnifying the Company against losses incurred
as a result of foreign risks. Pursuant to this agreement Chrysler was charged
$24 million in 1994, $10 million in 1993 and $20 million in 1992.
During 1994, the Company had short-term borrowings aggregating $425 million
from Chrysler. The Company repaid $150 million of these borrowings, including
interest, during the year. In addition, the Company loaned a total of $375
million to Chrysler in 1994. Chrysler repaid $100 million of these loans,
including interest, to the Company during the year.
29
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 10 - Transactions with Affiliates - continued
During 1993, the Company had short-term borrowings aggregating $500 million
from Chrysler. All of these borrowings, including $11 million of interest
expense, were repaid during 1993.
Certain business arrangements exist providing for guarantees from Chrysler to
the Company. Pursuant to these arrangements the Company received $1 million, $8
million and $56 million in 1994, 1993 and 1992, respectively.
Pursuant to an agreement between Chrysler and Chrysler Realty Corporation, the
Company received fees of $22 million in 1994, $25 million in 1993 and $28
million in 1992. These fees include charges for administrative services
rendered in the management of dealership land and facilities, reimbursement of
holding costs on vacant facilities, reimbursement of charges by the Company to
dealer tenants for rent in amounts less than the Company pays as rent on
certain leased facilities and for rent in amounts less than current market rent
on certain owned facilities.
The Company provides financing related to programs sponsored by Chrysler for
the sale and lease of Chrysler vehicles. Under these programs, interest rate
differentials received from Chrysler are earned on a level yield basis over the
term of the receivables, or if the related receivables are sold, unearned
amounts are included in the calculation of gains or losses from the sale of
retail receivables. In addition, the Company provides secured financing to
Chrysler in the normal course of business. At December 31, 1994, $2,185 million
was outstanding under these agreements compared to $1,866 million at December
31, 1993.
Note 11 - Employee Benefit Plans
The Company's retirement programs include pension plans providing
noncontributory benefits and contributory benefits. The noncontributory pension
plans cover substantially all employees of Chrysler Financial Corporation and
certain of its consolidated subsidiaries.
Chrysler Financial Corporation and certain of its consolidated subsidiaries
provide benefits based on a fixed rate for each year of service. Additionally,
contributory benefits and supplemental noncontributory benefits are provided to
substantially all salaried employees of Chrysler Financial Corporation and
certain of its consolidated subsidiaries under the Salaried Employees'
Retirement Plan. This plan provides contributory benefits based on the
employee's cumulative contributions and a supplemental noncontributory benefit
based on years of service and the employee's average salary during the
consecutive five years in which salary was highest in the fifteen years
preceding retirement. Net pension cost was $11 million for 1994, $7 million for
1993, and $8 million for 1992.
Annual payments to the pension trust fund for U.S. plans are in compliance with
the Employee Retirement Income Security Act ("ERISA") of 1974, as amended. All
pension trust fund assets and income accruing thereon are used solely to
administer the plan and pay pension benefits. Plan assets are invested in a
diversified portfolio that primarily consists of equity and debt securities. At
December 31, 1994, plan assets included 216,000 shares of Chrysler common stock
with a fair value of $11 million. Dividends received on the Chrysler common
stock totaled $201 thousand in 1994.
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. Effective January 1, 1993, the
Company adopted SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" ("OPEB"), which requires the accrual of such
benefits during the years the employees provide services. The adoption of SFAS
No. 106
30
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 11 - Employee Benefit Plans - continued
resulted in an after-tax charge of $29 million in 1993, which represented the
immediate recognition of the OPEB transition obligation of $45 million,
partially offset by $16 million of estimated tax benefits. Implementation of
SFAS No. 106 did not increase the Company's cash expenditures for
postretirement benefits.
Effective January 1, 1993, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." The adoption of this accounting
standard resulted in the recognition of an after-tax charge of $1 million in
1993.
Note 12 - Financial Instruments
Derivative Financial Instruments
The Company manages its exposure arising from changes in interest rates and
currency exchange rates by utilizing derivative financial instruments. These
derivative financial instruments include interest rate swaps, interest rate
caps, forward interest rate contracts, and currency exchange agreements. The
Company manages exposure to counterparty credit risk by entering into
derivative financial instruments with major financial institutions that can be
expected to fully perform under the terms of such agreements. Notional amounts
are used to measure the volume of derivative financial instruments and do not
represent exposure to credit loss.
The Company does not use derivative financial instruments for trading purposes.
The Company enters into interest rate swap agreements to change the interest
rate characteristics of its debt. Interest rate caps are utilized to reduce
exposure to increases in interest rates.
Interest rate swaps related to term debt are matched with specific obligations.
Interest rate swaps are also utilized to hedge against exposure to interest
rate fluctuations on the anticipated issuances of commercial paper. Interest
rate swaps associated with commercial paper are matched with groups of such
obligations on a layered basis.
The Company also entered into a forward interest rate contract to manage its
exposure to fluctuations in funding costs for an anticipated securitization of
retail receivables during the first quarter of 1995. An unrealized gain of $1
million on the forward interest rate contract was deferred at December 31,
1994.
31
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 12 - Financial Instruments - continued
The impact of interest rate derivatives on interest expense was immaterial in
1994, 1993 and 1992.
The following table summarizes off-balance sheet interest rate derivatives and
related financial instruments as of December 31, 1994 and 1993:
<TABLE>
<CAPTION>
Notional Amounts Outstanding
and Weighted Average Rates
Interest Rate Derivatives Variable Rate Maturing December 31,
and Related Financial Instruments Indices Through 1994 1993
(in millions of dollars)
<S> <C> <C> <C> <C>
Pay Fixed Interest Rate Swaps
Short-term notes 1998 $ 500 $ 527
Weighted avg. pay rate 9.09% 9.08%
Weighted avg. receive rate Money Market 5.98% 3.20%
Term notes 1995 $ 90 $ 190
Weighted avg. pay rate 9.44% 9.63%
Weighted avg. receive rate LIBOR 5.81% 3.40%
Receive Fixed Interest Rate Swaps
Term notes 2006 $ 126 $ 404
Weighted avg. pay rate LIBOR 5.84% 3.46%
Weighted avg. receive rate 9.41% 9.03%
Pay / Receive Variable Interest
Rate Swaps
Term notes 1999 $ 61 $ --
Weighted avg. pay rate LIBOR 6.16% --
Weighted avg. receive rate Treasury 6.89% --
Pay Fixed Interest Rate Caps
Retained Interests in
Sold Receivables 1995 $ 134 $ 403
Weighted avg. pay rate 0.04% 0.04%
Weighted avg. receive rate LIBOR 0.14% --
Forward Interest Rate Contract
Retained Interests in
Sold Receivables 1995 $ 500 $ --
Weighted avg. contract rate Treasury 7.70% --
Total Notional Amounts Outstanding $ 1,411 $ 1,524
</TABLE>
The Company enters into currency exchange agreements to manage its exposure
arising from changing exchange rates related to specific funding transactions.
The Company hedges against borrowings denominated in currencies other than the
borrowers' local currency. The borrowings are translated in the financial
statements at the rates of exchange established under the related currency
exchange agreement. The reported amount of such currency borrowings was $734
million. If the Company had not entered into currency exchange agreements, the
recorded amount of debt would have been $220 million higher at December 31,
1994.
32
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 12 - Financial Instruments - continued
The following table summarizes the Company's portfolio of currency derivative
financial instruments as of December 31, 1994:
<TABLE>
<CAPTION>
Currency - Net
Derivative Financial Currency Weighted Average Contract or Unrealized
Instrument Amount Maturity Interest Rate Notional Amount Gain
(in millions) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Deutsche marks -
Fixed Rate
Senior Term Debt DM 500 1995-1997 7.11% $251 $ 79
Swiss francs -
Fixed Rate
Senior Term Debt SF 260 1996 7.26% 132 72
U.S. dollars (1) -
Fixed Rate
Short-term Notes US$ 78 1995 6.16% 78 2
Fixed Rate
Short-term Notes US$ 273 1995 6.57% 273 88
Total $734 $241
<FN>
(1) Amounts represent U.S. dollar funding for the Company's Canadian and
Mexican operations.
</TABLE>
Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, "Disclosures about
Fair Value of Financial Instruments," as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial
Instruments." The estimated fair value amounts have been determined by the
Company using available market information and valuation methodologies as
described below. However, considerable judgment is required in interpreting
market data to develop the estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts that the Company
could realize in a current market exchange. The use of different market
assumptions or valuation methodologies may have a material effect on the
estimated fair value amounts.
33
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 12 - Financial Instruments - continued
The carrying amounts and estimated fair values of the Company's financial
instruments were as follows:
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
--------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Balance Sheet financial instruments:
Marketable securities $ 583 $ 583 $ 348 $ 355
Finance receivables - net (1) $10,555 $10,513 $ 7,651 $ 7,671
Retained interests in sold receivables
and other related amounts - net (2) $ 2,210 $ 2,222 $ 2,563 $ 2,636
Debt (3) $10,877 $10,870 $ 8,541 $ 8,837
Currency exchange agreements $ 220(4) $ 241 $ 121(4) $ 145
<FN>
(1) The carrying value of finance receivables excludes approximately
$1,998 million and $1,975 million of direct finance and leveraged leases
classified as "Finance receivables - net" in the Company's Consolidated
Balance Sheet at December 31, 1994 and 1993, respectively. December 31,
1994 and 1993 data includes approximately $6,851 million and $5,416
million, respectively, of finance receivables which reprice monthly at
current market rates. The carrying value of these finance receivables
approximates fair value.
(2) The carrying value of retained interests in sold receivables and other
related amounts excludes approximately $41 million and $57 million of
retail lease securities at December 31, 1994 and 1993, respectively.
(3) The carrying value of debt excludes approximately $14 million and $15
million of obligations under capital leases at December 31, 1994 and 1993,
respectively. December 31, 1994 and 1993 data includes approximately
$5,643 million and $4,173 million, respectively, of short-term notes,
term debt and other borrowings which reprice at current market rates.
The carrying amount and fair value of debt excludes the effect of the
foreign currency exchange agreements.
(4) Recorded in the balance sheet as a reduction in debt.
</TABLE>
The carrying value of cash and cash equivalents and accounts payable
approximates market value due to the short maturity of these instruments.
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
------------------------ ------------------------
Contract or Unrealized Contract or Unrealized
Notional Gains Notional Gains
Amount (Losses) Amount (Losses)
------------ ---------- ---------- ----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Derivative financial instruments with
off-balance sheet risk:
Aggregate unrealized gain positions
Interest rate swaps $101 $ 4 $314 $ 15
Interest rate caps $134 $ -- $403 $ --
Forward interest rate contract $500 $ 1 $ -- $ --
Aggregate unrealized loss positions
Interest rate swaps $676 $(16) $807 $(60)
</TABLE>
34
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 12 - Financial Instruments - continued
Although not a counterparty to certain derivative financial instruments entered
into between securitization trusts and third parties, the Company receives an
indirect beneficial interest from such instruments. Such indirect beneficial
interests are subject to reduction in the event of a counterparty's
non-performance. If a counterparty had failed to perform at December 31, 1994,
the Company would have been exposed to a $27 million loss.
The methods and assumptions used to estimate the fair value of financial
instruments are summarized as follows:
Marketable Securities
The fair value of marketable securities was estimated using quoted market
prices.
Finance Receivables - net
The carrying value of variable rate finance receivables was assumed to
approximate fair value since they are priced at current market rates. The
fair value of fixed rate finance receivables was estimated by discounting
expected cash flows using rates at which loans of similar maturities would
be made as of December 31, 1994 and 1993, respectively.
Retained Interests in Sold Receivables and Other Related Amounts - Net
The fair value of excess servicing cash flows and other subordinated amounts
due the Company arising from receivable sale transactions was estimated by
discounting expected cash flows.
Debt
The fair value of public debt was determined using quoted market prices. The
fair value of other long-term debt was estimated by discounting cash flows
using rates currently available for debt with similar terms and remaining
maturities.
Interest Rate Swaps and Interest Rate Caps
The fair value of the Company's existing interest rate swaps, interest rate
caps and forward interest rate contract was estimated by discounting net
cash flows using quoted market interest rates.
Currency Exchange Agreements
The fair value of currency exchange agreements was estimated by discounting
expected cash flows using market exchange rates and relative market interest
rates over the remaining term of the agreements.
The fair value estimates presented herein are based on pertinent information
available as of the date of the consolidated balance sheet. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been revalued since the date of the
consolidated balance sheet and, therefore, current estimates of fair value may
differ significantly from the amounts presented herein.
35
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Revenues, Earnings and Assets by Business Segment and Geographical
Area
The Company provides financing and insurance products and services through the
following major operating subsidiaries: Chrysler Credit Corporation -
automotive retail, wholesale and fleet financing; Chrysler Capital Corporation
- - servicing commercial loans and leases and originating tax advantaged
leveraged leases; Chrysler First Inc. - secured small business financing;
Chrysler Insurance Company - property, casualty and other insurance; Chrysler
Realty Corporation - automotive dealership facility development and management.
Revenues, earnings and assets of finance and insurance operations are as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Interest income and other revenues:
Finance operations $ 1,820 $ 1,878 $ 2,412
Insurance operations 164 161 163
Consolidated interest income and
other revenues $ 1,984 $ 2,039 $ 2,575
Earnings before income taxes and cumulative
effect of changes in accounting
principles:
Operating earnings:
Finance operations $ 302 $ 257 $ 310
Insurance operations 20 18 14
322 275 324
Amortization of costs in excess of
book value of companies acquired (7) (8) (29)
Consolidated earnings before income taxes and
cumulative effect of changes in accounting
principles $ 315 $ 267 $ 295
<CAPTION>
December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Assets:
Finance operations $16,274 $13,870 $17,201
Insurance operations 374 381 384
Consolidated assets $16,648 $14,251 $17,585
</TABLE>
Revenues, earnings and assets by geographical area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Interest income and other revenues:
United States $1,778 $1,854 $2,346
Canada 87 84 137
Mexico 119 101 92
Consolidated interest income
and other revenues $1,984 $2,039 $2,575
</TABLE>
36
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Revenues, Earnings and Assets by Business Segment and Geographical
Area - continued
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Earnings before income taxes and cumulative
effect of changes in accounting principles:
United States $ 278 $ 236 $ 251
Canada 26 13 29
Mexico 11 18 15
Consolidated earnings before income taxes and
cumulative effect of changes in accounting
principles $ 315 $ 267 $ 295
<CAPTION>
December 31,
1994 1993 1992
(in millions of dollars)
<S> <C> <C> <C>
Assets:
United States $15,507 $13,259 $16,477
Canada 708 515 670
Mexico 433 477 438
Consolidated assets $16,648 $14,251 $17,585
</TABLE>
Note 14 - Selected Quarterly Financial Data - Unaudited
Selected quarterly financial data for the years ended December 31, 1994 and
1993 are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1994
-----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Total interest income $331 $324 $329 $373
Interest expense $185 $193 $178 $198
Interest margin and other revenues $299 $279 $315 $337
Provision for credit losses $ 47 $ 40 $ 71 $ 45
Provision for income taxes $ 28 $ 25 $ 32 $ 35
Net earnings $ 47 $ 44 $ 50 $ 54
</TABLE>
37
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 14 - Selected Quarterly Financial Data - Unaudited
<TABLE>
<CAPTION>
Year Ended December 31, 1993
-----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Total interest income $368 $354 $354 $342
Interest expense $219 $208 $186 $178
Interest margin and other revenues $292 $324 $321 $311
Provision for credit losses $ 46 $ 66 $ 57 $ 47
Provision for income taxes $ 13 $ 18 $ 42* $ 35
Earnings before cumulative effect
of change in accounting principle $ 37 $ 44 $ 22 $ 56
Cumulative effect of changes in
accounting principles $(30) $ -- $ -- $ --
Net earnings $ 7 $ 44 $ 22 $ 56
<FN>
* Includes $25 million for increase in statutory tax rate
</TABLE>
38
<PAGE>
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and
consolidated subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of net earnings and cash flows for each of the
three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Chrysler Financial Corporation and
consolidated subsidiaries as of December 31, 1994 and 1993, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted
accounting principles.
As discussed in the notes to the consolidated financial statements, the
Company adopted new Statements of Financial Accounting Standards and,
accordingly, changed its method of accounting for certain investments in
debt and equity securities in 1994, its method of accounting for
postretirement benefits other than pensions and postemployment benefits in
1993, and its method of accounting for income taxes in 1992.
DELOITTE & TOUCHE LLP
January 16, 1995
_______________
Deloitte Touche
Tohmatsu
International
_______________
39
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
40
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(Omitted in accordance with General Instruction J.)
ITEM 11. EXECUTIVE COMPENSATION
(Omitted in accordance with General Instruction J.)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Omitted in accordance with General Instruction J.)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Omitted in accordance with General Instruction J.)
41
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements filed as part of this Form 10-K are listed under Part
II, Item 8 of this Form 10-K.
2. Financial Statement Schedules
Independent Auditors' Report on Schedules (page 69 of Form 10-K)
Schedule II - Valuation and qualifying accounts and reserves (page 75 of
Form 10- K)
Notes:
(A) Separate Company financial statements of Chrysler Financial
Corporation for the years ended December 31, 1992, 1991 and 1990
are omitted as not required under instructions contained in
Regulation S-X.
(B) Schedules other than those listed above have been omitted as not
required under instructions contained in Regulation S-X or
inapplicable.
Exhibits
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August 14,
1987, respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and January
25, 1988, respectively. Filed as Exhibit 3-D to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
42
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March 31,
1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of Chrysler
Financial Corporation on Form 8-K, dated June 26, 1984, and
incorporated herein by reference.
4-B 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.
43
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
4-C 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-D 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-E 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-F 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-G 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-H 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-I 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.
44
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
4-J 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-K 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.
45
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-G Copy of Revolving Credit Agreement, dated as of May 23, 1994, among
Chrysler Financial Corporation, Chemical Bank, as Agent, the
several commercial banks party thereto as Co-Agents, and Chemical
Securities Inc., as Arranger. Filed as Exhibit 10-A to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-H Copy of Fourth Amended and Restated Commitment Transfer Agreement,
dated as of May 23, 1994, among Chrysler Financial Corporation, the
several financial institutions parties thereto and Chemical Bank,
as agent. Filed as exhibit 10-B to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-I Copy of Guarantee Agreement, dated as of May 23, 1994, made by
Chrysler Financial Corporation to and in favor of Guaranteed
Parties as defined therein. Filed as Exhibit 10-C to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-J Copy of Revolving Credit Agreement, dated as of May 23, 1994, among
Chrysler Credit Canada Ltd., Royal Bank of Canada, as agent,
Canadian Imperial Bank of Commerce and Bank of Nova Scotia, as
co-agents, and the Lenders parties thereto. Filed as Exhibit 10-D
to the Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-K Copy of Short Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, Chemical Bank, as agent, the several
commercial banks parties thereto, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-E to the
Current Report on Form 8-K of Chrysler Financial Corporation dated
May 23, 1994, and incorporated herein by reference.
10-L Copy of Short Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company, Chrysler
Credit Corporation, the banks and other financial institutions
named as purchasers therein, Chemical Bank, as Agent, and Chemical
Bank Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-F to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-M Copy of Short Term Bank Supplement, dated as of May 23, 1994, among
U.S. Auto Receivables Company, Chrysler Credit Corporation and
Manufacturers and Traders Trust Company, as Trustee, to the Pooling
and Servicing Agreement dated as of May 31, 1991 with Respect to
CARCO Auto Loan Master Trust Short Term Bank Series. Filed as
Exhibit 10-G to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
46
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-N Copy of Long Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, the several commercial banks parties thereto,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-H to the
Current Report on Form 8-K of Chrysler Financial Corporation dated
May 23, 1994, and incorporated herein by reference.
10-O Copy of Long Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company, Chrysler
Credit Corporation, the banks and other financial institutions
named as purchasers therein, Chemical Bank, as Agent, and Chemical
Bank Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-I to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-P Copy of Long Term Bank Supplement, dated as of May 23, 1994, among
U.S. Auto Receivables Company, Chrysler Credit Corporation and
Manufacturers and Traders Trust Company, as Trustee, to the Pooling
and Servicing Agreement dated as of May 31, 1991 with respect to
CARCO Auto Loan Master Trust Bank Series. Filed as Exhibit 10-J to
the Current Report on Form 8- K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-Q Copy of Short Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit Canada
Ltd., the chartered banks named therein as purchasers, and Royal
Bank of Canada, as Agent. Filed as Exhibit 10-K to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-R Copy of Short Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-L to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-S Copy of Long Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit Canada
Ltd., the chartered banks named therein as purchasers, and Royal
Bank of Canada, as Agent. Filed as Exhibit 10-M to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-T Copy of Long Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-N to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
47
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-U Copy of Bank Series 1994-1 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as Agent,
the several banks parties thereto, and The Royal Trust Company, as
Custodian, to the Master Custodial and Servicing Agreement, dated
as of September 1, 1992. Filed as Exhibit 10-O to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-V Copy of Bank Series 1994-2 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as Agent,
the several banks parties thereto, and The Royal Trust Company, as
Custodian, to the Master Custodial and Servicing Agreement, dated
as of September 1, 1992. Filed as Exhibit 10-P to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-W Copy of 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-X 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-Y 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-Z 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-AA 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-BB 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.
48
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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.
49
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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 Form 10-Q for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-RR 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-SS 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.
50
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-TT Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the year
ended December 31, 1993, and incorporated herein by reference.
10-UU 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-VV 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-WW Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1993, and incorporated
herein by reference.
10-XX Copy of Secured Loan Purchase Agreement, dated as of March 29,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZ to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein by reference.
10-YY Copy of Amended and Restated Trust Agreement, dated as of February
1, 1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-1. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-1 for the
quarter ended March 31, 1994, and incorporated herein by reference.
10-ZZ Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-1. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-1 for the quarter ended March 31, 1994, and incorporated
herein by reference.
10-AAA Copy of Secured Loan Purchase Agreement, dated as of July 6, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-BBBB to the Quarterly
Report on Form 10- Q of Chrysler Financial Corporation for the
quarter ended June 30, 1994, and incorporated herein by reference.
51
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-BBB Copy of Amended and Restated Trust Agreement, dated as of May 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-2 for the
quarter ended June 30, 1994, and incorporated herein by reference.
10-CCC Copy of Indenture, dated as of May 1, 1994, between Premier Auto
Trust 1994-2 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-2. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-2 for the quarter ended June 30, 1994, and incorporated
herein by reference.
10-DDD Copy of Amended and Restated Trust Agreement, dated as of June 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank, Delaware, with respect to Premier
Auto Trust 1994-3. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1994-3 for the quarter ended June
30, 1994, and incorporated herein by reference.
10-EEE Copy of Indenture, dated as of June 1, 1994, between Premier Auto
Trust 1994-3 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-3. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-3 for the quarter ended June 30, 1994, and incorporated
herein by reference.
10-FFF Copy of Master Receivables Purchase Agreement among Chrysler
Credit Canada Ltd., CORE Trust and Chrysler Financial
Corporation, dated as of November 29, 1994.
10-GGG Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 2,
1994, with respect to the sale of retail automotive receivables to
CORE Trust.
10-HHH Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 22,
1994, with respect to the sale of retail automotive receivables to
CORE Trust.
10-III Copy of Asset Purchase Agreement, dated as of December 14, 1994,
between Chrysler Capital Income Partners, L.P. and First Union
Commercial Corporation.
10-JJJ Copy of Receivables Purchase Agreement, dated as of December 15,
1994, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V. as Agent, with respect
to the sale of retail automotive receivables to Windmill Funding
Corporation.
10-KKK Copy of Pooling and Servicing Agreement, dated as of August 1,
1990, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to CARCO DEALRs Wholesale Trust
1990-A. Filed as Exhibit 10-HHH to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference.
52
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-LLL Copy of Amendment, dated as of September 23, 1991, to the Pooling
and Servicing Agreement, dated August 1, 1990, among Chrysler Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and The Fuji Bank and Trust Company, as Trustee, with
respect to CARCO DEALRs Wholesale Trust 1990-A. Filed as Exhibit
10-NN to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-MMM Copy of Receivables Purchase Agreement, dated as of August 16,
1990, between Chrysler Auto Receivables Company, as Buyer, and
Chrysler Credit Corporation, as Seller, with respect to CARCO
DEALRs Wholesale Trust 1990- A. Filed as Exhibit 10-III to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1990, and incorporated herein by
reference.
10-NNN Copy of Receivables Sales Agreement, dated as of August 16, 1990,
between Chrysler Financial Corporation and Chrysler Credit
Corporation, with respect to CARCO DEALRs Wholesale Trust 1990-A.
Filed as Exhibit 10-JJJ to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference.
10-OOO Copy of Pooling and Servicing Agreement, dated as of October 1,
1990, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, related to Money Market Auto Loan Trust
1990-1. Filed as Exhibit 4-A to the Registration of Certain Classes
of Securities Report of Money Market Auto Loan Trust 1990-1 on Form
8-A, and incorporated herein by reference.
10-PPP Copy of Amendment No. 1 to the Pooling and Servicing Agreement,
dated as of June 29, 1992, among Chrysler Auto Receivables Company,
as Seller, Chrysler Credit Corporation, as Servicer, and The Fuji
Bank and Trust Company, as Trustee, with respect to Money Market
Auto Loan Trust 1990-1. Filed as Exhibit 4-B to the Quarterly
Report of Money Market Auto Loan Trust 1990-1 on Form 10-Q for the
quarter ended June 30, 1992, and incorporated herein by reference.
10-QQQ Copy of Pooling and Servicing Agreement, dated as of May 1, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, with respect to Select Auto Receivables Trust 1991-1.
Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q of Select
Auto Receivables Trust 1991-1 for the quarter ended September 30,
1991, and incorporated herein by reference.
10-RRR Copy of Standard Terms and Conditions of Agreement, dated as of May
1, 1991, between Chrysler Auto Receivables Company, as Seller, and
Chrysler Credit Corporation, as Servicer, with respect to Select
Auto Receivables Trust 1991-1. Filed as Exhibit 4-B to the
Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-1 for the quarter ended September 30, 1991, and incorporated
herein by reference.
53
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-SSS Copy of Purchase Agreement, dated as of May 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-1. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-1 for the quarter ended September 30, 1991,
and incorporated herein by reference.
10-TTT Copy of Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler 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 2 to the CARCO Auto Loan Master Trust Registration
Statement on Form 8-A, and incorporated herein by reference.
10-UUU Copy of Pooling and Servicing Agreement, dated as of July 1, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, with respect to Select Auto Receivables Trust 1991-2.
Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q of Select
Auto Receivables Trust 1991-2 for the quarter ended September 30,
1991, and incorporated herein by reference.
10-VVV Copy of Standard Terms and Conditions of Agreement, dated as of
July 1, 1991, between Chrysler Auto Receivables Company, as Seller,
and Chrysler Credit Corporation, as Servicer, with respect to
Select Auto Receivables Trust 1991-2. Filed as Exhibit 4-B to the
Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-2 for the quarter ended September 30, 1991 and incorporated
herein by reference.
10-WWW Copy of Purchase Agreement, dated as of July 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-2. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-2 for the quarter ended September 30, 1991,
and incorporated herein by reference.
10-XXX Copy of Pooling and Servicing Agreement, dated as of September 1,
1991, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to Select Auto Receivables Trust
1991-3. Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q
of Select Auto Receivables Trust 1991-2 for the quarter ended
September 30, 1991, and incorporated herein by reference.
10-YYY Copy of Standard Terms and Conditions of Agreement, dated as of
September 1, 1991, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to Select Auto Receivables Trust 1991-3. Filed as Exhibit 4-B to
the Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-3 for the quarter ended September 30, 1991, and incorporated
herein by reference.
54
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-ZZZ Copy of Purchase Agreement, dated as of September 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-3. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-3 for the quarter ended September 30, 1991,
and incorporated herein by reference.
10-AAAA Copy of Pooling and Servicing Agreement, dated as of November 1,
1991, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to Select Auto Receivables Trust
1991-5. Filed as Exhibit 4-A to the Annual Report on Form 10-K of
Select Auto Receivables Trust 1991-5 for the year ended December
31, 1991, and incorporated herein by reference.
10-BBBB Copy of Standard Terms and Conditions of Agreement, dated as of
November 1, 1991, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to Select Auto Receivables Trust 1991-5. Filed as Exhibit 4-B to
the Annual Report on Form 10-K of Select Auto Receivables Trust
1991-5 for the year ended December 31, 1991, and incorporated
herein by reference.
10-CCCC Copy of Purchase Agreement, dated as of November 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-5. Filed
as Exhibit 4-C to the Annual Report on Form 10-K of Select Auto
Receivables Trust 1991-5 for the year ended December 31, 1991, and
incorporated herein by reference.
10-DDDD Copy of Pooling and Servicing Agreement, dated as of December 1,
1991, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and LaSalle National Bank, as
Trustee, with respect to CFC-15 Grantor Trust. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-EEEE Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and LaSalle National Bank, as
Trustee, with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-QQQQ to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-FFFF Copy of Standard Terms and Conditions of Agreement, dated as of
January 1, 1992, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to CFC-16 Grantor Trust. Filed as Exhibit 10-RRRR to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1991, and incorporated herein by reference.
10-GGGG Copy of Purchase Agreement, dated as of January 1, 1992 between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-SSSS to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
55
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-HHHH Copy of Sale and Servicing Agreement, dated as of January 1, 1992,
among Premier Auto Trust 1992-1, as Issuer, U.S. Auto Receivables
Company, as Seller, and Chrysler Credit Corporation, as Servicer,
with respect to Premier Auto Trust 1992-1. Filed as Exhibit 10-QQQQ
to the Registration Statement of Chrysler Financial Corporation, on
Form S-2 (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-IIII Copy of Trust Agreement, dated as of January 1, 1992, between U.S.
Auto Receivables Company and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1992-1. Filed as
Exhibit 10-RRRR to the Registration Statement of Chrysler
Financial Corporation on Form S-2 (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-JJJJ Copy of Purchase Agreement, dated as of January 1, 1992, between
Chrysler Financial Corporation, as Seller, and U.S. Auto
Receivables Company, as Purchaser, with respect to Premier Auto
Trust 1992-1. Filed as Exhibit 10-SSSS to the Registration
Statement of Chrysler Financial Corporation on Form S-2
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-KKKK Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Financial Corporation, as Master Servicer,
Chrysler First Business Credit Corporation, as Seller, and Security
Pacific National Bank, as Trustee, with respect to U.S. Business
Equity Loan Trust 1992-1. Filed as Exhibit 4-A to the Quarterly
Report on Form 10-Q of U.S. Business Equity Loan Trust 1992-1 for
the quarter ended March 31, 1992, and incorporated herein by
reference.
10-LLLL Copy of First Amendment, dated as of November 8, 1991, to the
Series 1991- 3 Supplement, dated as of June 30, 1991, among
Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust Company, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-H to the Quarterly Report on Form 10-Q of CARCO Auto Loan
Master Trust for the quarter ended March 31, 1992, and incorporated
herein by reference.
10-MMMM Copy of Indenture, dated as of March 1, 1992, between Premier
Auto Trust 1992-2 and Bankers Trust Company, with respect to
Premier Auto Trust 1992- 2 Asset Backed Notes. Filed as
Exhibit 4-A to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1992-2 for the quarter ended March 31, 1992, and
incorporated herein by reference.
10-NNNN Copy of a 6-3/8% Asset Backed Note with respect to Premier
Auto Trust 1992-2 Asset Backed Notes. Filed as Exhibit 4-B to
the Quarterly Report on Form 10-Q of Premier Auto Trust
1992-2 for the quarter ended March 31, 1992, and incorporated
herein by reference.
10-OOOO Copy of Trust Agreement, dated as of March 1, 1992, between
U.S. Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-2 Asset
Backed Certificates. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-2 for the
quarter ended March 31, 1992, and incorporated herein by
reference.
56
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-PPPP 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-A 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-QQQQ 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-RRRR Copy of Trust Agreement, dated as of April 1, 1992, as
amended and restated as of May 1, 1992, between Premier Auto
Receivables Company and Manufacturers Hanover Bank (Delaware)
with respect to Premier Auto Trust 1992-3. Filed as Exhibit
4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-3 for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-SSSS Copy of Receivables Purchase Agreement, dated as of April 15,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with respect
to Canadian Auto Receivables Securitization 1992-1. Filed as
Exhibit 10-IIIII to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-TTTT Copy of Indenture, dated as of July 1, 1992, between Premier
Auto Trust 1992-4 and Bankers Trust Company with respect to
Premier Auto Trust 1992- 4. Filed as Exhibit 4-A to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1992-4
for the quarter ended September 30, 1992, and incorporated
herein by reference.
10-UUUU Copy of 5.05% Asset Backed Note with respect to Premier Auto
Trust 1992-4. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-4 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-VVVV Copy of Trust Agreement, dated as of July 1, 1992, between
Premier Auto Receivables Company and Chemical Bank Delaware,
with respect to Premier Auto Trust 1992-4. Filed as Exhibit
4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-4 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-WWWW Copy of Receivables Purchase Agreement, dated as of August 18,
1992, between Chrysler Credit 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.
57
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-XXXX 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-YYYY 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-ZZZZ 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-AAAAA 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-BBBBB 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-CCCCC 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-DDDDD 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-EEEEE 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.
58
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-FFFFF 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-GGGGG 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-HHHHH 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-IIIII 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-JJJJJ 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-KKKKK 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-LLLLL Copy of Purchase Agreement, dated as of January 25, 1993,
among Chrysler Credit 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.
59
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-MMMMM 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-NNNNN Copy of Amended and Restated Trust Agreement, dated as of
August 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-4.
Filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1993-4 for the quarter ended September 30,
1993, and incorporated herein by reference.
10-OOOOO Copy of Indenture, dated as of August 1, 1993, between
Premier Auto Trust 1993-4 and Bankers Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1993-4.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1993-4 for the quarter ended September 30,
1993, and incorporated herein by reference.
10-PPPPP 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-QQQQQ Copy of Amended and Restated Trust Agreement, dated as of
August 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-4.
Filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-4 for the quarter ended September 30,
1994, and incorporated herein by reference.
10-RRRRR Copy of Indenture, dated as of August 1, 1994, between
Premier Auto Trust 1994-4 and Bankers Trust Company, as
Indenture Trustee. Filed as Exhibit 4.2 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1994-4 for the
quarter ended September 30, 1994, and incorporated herein by
reference.
60
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation and Consolidated Subsidiaries Computations
of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements.
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney to which the signatures of directors of Chrysler
Financial Corporation have been affixed to this Annual Report on
Form 10-K.
27 Financial Data Schedule.
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 and 4-K
thereto, have not been filed as exhibits to this report since the
amount of securities authorized under any one of such instruments
does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees to
furnish to the Commission a copy of each such instrument upon
request.
(b) The registrant filed the following reports on Form 8-K during the quarter
ended December 31, 1994.
Date of Report Date Filed Item Reported
October 11, 1994 October 11, 1994 5
December 6, 1994 December 6, 1994 5
Financial Statements Filed
Copy of the unaudited financial statements for Chrysler Financial
Corporation and subsidiaries for the quarter ended September 30, 1994, and
the related Independent Accountant's Report.
61
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62
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHRYSLER FINANCIAL CORPORATION
By T. W. SIDLIK
-------------------------
T. W. Sidlik
Chairman of the Board
Date: February 2, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Principal executive officer:
T. W. SIDLIK Chairman of the Board February 2, 1995
- -----------------------------
T. W. Sidlik
Principal financial officer:
D. M. CANTWELL Vice President - Corporate February 2, 1995
- -----------------------------
D. M. Cantwell Finance and Development
Principal accounting officer:
T. P. DYKSTRA Vice President and Controller February 2, 1995
- -----------------------------
T. P. Dykstra
63
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64
<PAGE>
SIGNATURES (CONTINUED)
Board of Directors:
WILLIAM S. BISHOP* Director February 2, 1995
William S. Bishop
DENNIS M. CANTWELL* Director February 2, 1995
Dennis M. Cantwell
THOMAS P. CAPO* Director February 2, 1995
Thomas P. Capo
ROBERT J. EATON* Director February 2, 1995
Robert J. Eaton
JEREMIAH E. FARRELL* Director February 2, 1995
Jeremiah E. Farrell
ROBERT A. LUTZ* Director February 2, 1995
Robert A. Lutz
WILLIAM J. O'BRIEN, III* Director February 2, 1995
William J. O'Brien, III
T. W. SIDLIK* Director February 2, 1995
T. W. Sidlik
GARY C. VALADE* Director February 2, 1995
Gary C. Valade
*By ROBERT A. LINK
Robert A. Link
Attorney-in-Fact
February 2, 1995
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66
<PAGE>
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the consolidated financial statements of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and
consolidated subsidiaries as of December 31, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, and have issued our
report thereon dated January 16, 1995; such report is included elsewhere
in this Form 10-K. Our audits also included the financial statement schedule
of Chrysler Financial Corporation and consolidated subsidiaries, listed in
Item 14. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
January 16, 1995
_______________
Deloitte Touche
Tohmatsu
International
_______________
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68
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in millions of dollars)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
-------- ---------- -------- ----------- --------
Additions
Charged to
Balance at Charged to Other Balance
Beginning Costs and Accounts- Deductions- at End
of Period Expenses Describe Describe of Period
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Reserve for insurance claims and
adjustment expenses $173 $109 $ - $101(a) $181
YEAR ENDED DECEMBER 31, 1993
Reserves for insurance claims and
adjustment expenses $152 $108 $ - $87 (a) $173
YEAR ENDED DECEMBER 31, 1992
Reserves for insurance claims and
adjustment expenses $133 $112 $ - $93 (a) $152
<FN>
NOTES:
(a) Primarily reductions for claims settled
</TABLE>
<PAGE>
EXHIBIT INDEX
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August 14,
1987, respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and January
25, 1988, respectively. Filed as Exhibit 3-D to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March 31,
1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
E-1
<PAGE>
EXHIBIT INDEX - continued
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of Chrysler
Financial Corporation on Form 8-K, dated June 26, 1984, and
incorporated herein by reference.
4-B 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-C 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-D 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-E 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.
E-2
<PAGE>
EXHIBIT INDEX - continued
4-F 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-G 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-H 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-I 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-J 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-K 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.
E-3
<PAGE>
EXHIBIT INDEX - continued
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
amending the Income Maintenance Agreement among such parties.
Filed as Exhibit 13-B to Registration Statement No. 2-40110 of
Chrysler Financial Corporation and Chrysler Corporation, and
incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 5-C to Registration Statement No.
2-49615 of Chrysler Financial Corporation, and incorporated
herein by reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler Financial
Corporation, Chrysler Holding Corporation (now known as Chrysler
Corporation) and Chrysler Corporation (now known as Chrysler Motors
Corporation) further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 10-F to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
10-G Copy of Revolving Credit Agreement, dated as of May 23, 1994, among
Chrysler Financial Corporation, Chemical Bank, as Agent, the
several commercial banks party thereto as Co-Agents, and Chemical
Securities Inc., as Arranger. Filed as Exhibit 10-A to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-H Copy of Fourth Amended and Restated Commitment Transfer Agreement,
dated as of May 23, 1994, among Chrysler Financial Corporation, the
several financial institutions parties thereto and Chemical Bank,
as agent. Filed as exhibit 10-B to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
E-4
<PAGE>
EXHIBIT INDEX - continued
10-I Copy of Guarantee Agreement, dated as of May 23, 1994, made by
Chrysler Financial Corporation to and in favor of Guaranteed
Parties as defined therein. Filed as Exhibit 10-C to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-J Copy of Revolving Credit Agreement, dated as of May 23, 1994, among
Chrysler Credit Canada Ltd., Royal Bank of Canada, as agent,
Canadian Imperial Bank of Commerce and Bank of Nova Scotia, as
co-agents, and the Lenders parties thereto. Filed as Exhibit 10-D
to the Current Report on Form 8-K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-K Copy of Short Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, Chemical Bank, as agent, the several
commercial banks parties thereto, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-E to the
Current Report on Form 8-K of Chrysler Financial Corporation dated
May 23, 1994, and incorporated herein by reference.
10-L Copy of Short Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company, Chrysler
Credit Corporation, the banks and other financial institutions
named as purchasers therein, Chemical Bank, as Agent, and Chemical
Bank Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-F to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-M Copy of Short Term Bank Supplement, dated as of May 23, 1994, among
U.S. Auto Receivables Company, Chrysler Credit Corporation and
Manufacturers and Traders Trust Company, as Trustee, to the Pooling
and Servicing Agreement dated as of May 31, 1991 with Respect to
CARCO Auto Loan Master Trust Short Term Bank Series. Filed as
Exhibit 10-G to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-N Copy of Long Term Receivables Purchase Agreement, dated as of May
23, 1994, among Chrysler Financial Corporation, Chrysler Credit
Corporation, U.S. Auto Receivables Company, American Auto
Receivables Company, the several commercial banks parties thereto,
Chemical Bank, as Agent, and Chemical Bank Agency Services
Corporation, as Administrative Agent. Filed as Exhibit 10-H to the
Current Report on Form 8-K of Chrysler Financial Corporation dated
May 23, 1994, and incorporated herein by reference.
E-5
<PAGE>
EXHIBIT INDEX - continued
10-O Copy of Long Term Participation and Servicing Agreement, dated as
of May 23, 1994, among American Auto Receivables Company, Chrysler
Credit Corporation, the banks and other financial institutions
named as purchasers therein, Chemical Bank, as Agent, and Chemical
Bank Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-I to the Current Report on Form 8-K of Chrysler
Financial Corporation dated May 23, 1994, and incorporated herein
by reference.
10-P Copy of Long Term Bank Supplement, dated as of May 23, 1994, among
U.S. Auto Receivables Company, Chrysler Credit Corporation and
Manufacturers and Traders Trust Company, as Trustee, to the Pooling
and Servicing Agreement dated as of May 31, 1991 with respect to
CARCO Auto Loan Master Trust Bank Series. Filed as Exhibit 10-J to
the Current Report on Form 8- K of Chrysler Financial Corporation
dated May 23, 1994, and incorporated herein by reference.
10-Q Copy of Short Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit Canada
Ltd., the chartered banks named therein as purchasers, and Royal
Bank of Canada, as Agent. Filed as Exhibit 10-K to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-R Copy of Short Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-L to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-S Copy of Long Term Receivables Purchase Agreement, dated May 23,
1994, among Chrysler Financial Corporation, Chrysler Credit Canada
Ltd., the chartered banks named therein as purchasers, and Royal
Bank of Canada, as Agent. Filed as Exhibit 10-M to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-T Copy of Long Term Retail Purchase and Servicing Agreement, dated
May 23, 1994, among Chrysler Credit Canada Ltd., the chartered
banks named therein as parties thereto, and Royal Bank of Canada,
as Agent. Filed as Exhibit 10-N to the Current Report on Form 8-K
of Chrysler Financial Corporation dated May 23, 1994, and
incorporated herein by reference.
10-U Copy of Bank Series 1994-1 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as Agent,
the several banks parties thereto, and The Royal Trust Company, as
Custodian, to the Master Custodial and Servicing Agreement, dated
as of September 1, 1992. Filed as Exhibit 10-O to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
E-6
<PAGE>
EXHIBIT INDEX - continued
10-V Copy of Bank Series 1994-2 Supplement, dated as of May 23, 1994,
among Chrysler Credit Canada Ltd., Royal Bank of Canada, as Agent,
the several banks parties thereto, and The Royal Trust Company, as
Custodian, to the Master Custodial and Servicing Agreement, dated
as of September 1, 1992. Filed as Exhibit 10-P to the Current
Report on Form 8-K of Chrysler Financial Corporation dated May 23,
1994, and incorporated herein by reference.
10-W Copy of 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-X 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-Y 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-Z 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-AA 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-BB 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.
E-7
<PAGE>
EXHIBIT INDEX - continued
10-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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.
E-8
<PAGE>
EXHIBIT INDEX - continued
10-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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 Form 10-Q for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-RR 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.
E-9
<PAGE>
EXHIBIT INDEX - continued
10-SS 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-TT Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Corporation for the year
ended December 31, 1993, and incorporated herein by reference.
10-UU 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-VV 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-WW Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1993, and incorporated
herein by reference.
10-XX Copy of Secured Loan Purchase Agreement, dated as of March 29,
1994, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-ZZZ to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended March 31, 1994, and incorporated herein by reference.
10-YY Copy of Amended and Restated Trust Agreement, dated as of February
1, 1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-1. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-1 for the
quarter ended March 31, 1994, and incorporated herein by reference.
10-ZZ Copy of Indenture, dated as of February 1, 1994, between Premier
Auto Trust 1994-1 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-1. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-1 for the quarter ended March 31, 1994, and incorporated
herein by reference.
E-10
<PAGE>
EXHIBIT INDEX - continued
10-AAA Copy of Secured Loan Purchase Agreement, dated as of July 6, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-BBBB to the Quarterly
Report on Form 10- Q of Chrysler Financial Corporation for the
quarter ended June 30, 1994, and incorporated herein by reference.
10-BBB Copy of Amended and Restated Trust Agreement, dated as of May 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1994-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1994-2 for the
quarter ended June 30, 1994, and incorporated herein by reference.
10-CCC Copy of Indenture, dated as of May 1, 1994, between Premier Auto
Trust 1994-2 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-2. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-2 for the quarter ended June 30, 1994, and incorporated
herein by reference.
10-DDD Copy of Amended and Restated Trust Agreement, dated as of June 1,
1994, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank, Delaware, with respect to Premier
Auto Trust 1994-3. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1994-3 for the quarter ended June
30, 1994, and incorporated herein by reference.
10-EEE Copy of Indenture, dated as of June 1, 1994, between Premier Auto
Trust 1994-3 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto Trust 1994-3. Filed as
Exhibit 4.2 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1994-3 for the quarter ended June 30, 1994, and incorporated
herein by reference.
10-FFF Copy of Master Receivables Purchase Agreement among Chrysler
Credit Canada Ltd., CORE Trust and Chrysler Financial
Corporation, dated as of November 29, 1994.
10-GGG Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 2,
1994, with respect to the sale of retail automotive receivables to
CORE Trust.
10-HHH Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December 22,
1994, with respect to the sale of retail automotive receivables to
CORE Trust.
10-III Copy of Asset Purchase Agreement, dated as of December 14, 1994,
between Chrysler Capital Income Partners, L.P. and First Union
Commercial Corporation.
E-11
<PAGE>
EXHIBIT INDEX - continued
10-JJJ Copy of Receivables Purchase Agreement, dated as of December 15,
1994, among Chrysler Financial Corporation, Premier Auto
Receivables Company and ABN AMRO Bank, N.V. as Agent, with
respect to the sale of retail automotive receivables to Windmill
Funding Corporation.
10-KKK Copy of Pooling and Servicing Agreement, dated as of August 1,
1990, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to CARCO DEALRs Wholesale Trust
1990-A. Filed as Exhibit 10-HHH to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference.
10-LLL Copy of Amendment, dated as of September 23, 1991, to the Pooling
and Servicing Agreement, dated August 1, 1990, among Chrysler Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and The Fuji Bank and Trust Company, as Trustee, with
respect to CARCO DEALRs Wholesale Trust 1990-A. Filed as Exhibit
10-NN to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-MMM Copy of Receivables Purchase Agreement, dated as of August 16,
1990, between Chrysler Auto Receivables Company, as Buyer, and
Chrysler Credit Corporation, as Seller, with respect to CARCO
DEALRs Wholesale Trust 1990- A. Filed as Exhibit 10-III to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1990, and incorporated herein by
reference.
10-NNN Copy of Receivables Sales Agreement, dated as of August 16, 1990,
between Chrysler Financial Corporation and Chrysler Credit
Corporation, with respect to CARCO DEALRs Wholesale Trust 1990-A.
Filed as Exhibit 10-JJJ to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference.
10-OOO Copy of Pooling and Servicing Agreement, dated as of October 1,
1990, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, related to Money Market Auto Loan Trust
1990-1. Filed as Exhibit 4-A to the Registration of Certain Classes
of Securities Report of Money Market Auto Loan Trust 1990-1 on Form
8-A, and incorporated herein by reference.
10-PPP Copy of Amendment No. 1 to the Pooling and Servicing Agreement,
dated as of June 29, 1992, among Chrysler Auto Receivables Company,
as Seller, Chrysler Credit Corporation, as Servicer, and The Fuji
Bank and Trust Company, as Trustee, with respect to Money Market
Auto Loan Trust 1990-1. Filed as Exhibit 4-B to the Quarterly
Report of Money Market Auto Loan Trust 1990-1 on Form 10-Q for the
quarter ended June 30, 1992, and incorporated herein by reference.
E-12
<PAGE>
EXHIBIT INDEX - continued
10-QQQ Copy of Pooling and Servicing Agreement, dated as of May 1, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, with respect to Select Auto Receivables Trust 1991-1.
Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q of Select
Auto Receivables Trust 1991-1 for the quarter ended September 30,
1991, and incorporated herein by reference.
10-RRR Copy of Standard Terms and Conditions of Agreement, dated as of May
1, 1991, between Chrysler Auto Receivables Company, as Seller, and
Chrysler Credit Corporation, as Servicer, with respect to Select
Auto Receivables Trust 1991-1. Filed as Exhibit 4-B to the
Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-1 for the quarter ended September 30, 1991, and incorporated
herein by reference.
10-SSS Copy of Purchase Agreement, dated as of May 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-1. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-1 for the quarter ended September 30, 1991,
and incorporated herein by reference.
10-TTT Copy of Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler 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 2 to the CARCO Auto Loan Master Trust Registration
Statement on Form 8-A, and incorporated herein by reference.
10-UUU Copy of Pooling and Servicing Agreement, dated as of July 1, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, with respect to Select Auto Receivables Trust 1991-2.
Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q of Select
Auto Receivables Trust 1991-2 for the quarter ended September 30,
1991, and incorporated herein by reference.
10-VVV Copy of Standard Terms and Conditions of Agreement, dated as of
July 1, 1991, between Chrysler Auto Receivables Company, as Seller,
and Chrysler Credit Corporation, as Servicer, with respect to
Select Auto Receivables Trust 1991-2. Filed as Exhibit 4-B to the
Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-2 for the quarter ended September 30, 1991 and incorporated
herein by reference.
10-WWW Copy of Purchase Agreement, dated as of July 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-2. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-2 for the quarter ended September 30, 1991,
and incorporated herein by reference.
E-13
<PAGE>
EXHIBIT INDEX - continued
10-XXX Copy of Pooling and Servicing Agreement, dated as of September 1,
1991, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to Select Auto Receivables Trust
1991-3. Filed as Exhibit 4-A to the Quarterly Report on Form 10-Q
of Select Auto Receivables Trust 1991-2 for the quarter ended
September 30, 1991, and incorporated herein by reference.
10-YYY Copy of Standard Terms and Conditions of Agreement, dated as of
September 1, 1991, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to Select Auto Receivables Trust 1991-3. Filed as Exhibit 4-B to
the Quarterly Report on Form 10-Q of Select Auto Receivables Trust
1991-3 for the quarter ended September 30, 1991, and incorporated
herein by reference.
10-ZZZ Copy of Purchase Agreement, dated as of September 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-3. Filed
as Exhibit 4-C to the Quarterly Report on Form 10-Q of Select Auto
Receivables Trust 1991-3 for the quarter ended September 30, 1991,
and incorporated herein by reference.
10-AAAA Copy of Pooling and Servicing Agreement, dated as of November 1,
1991, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee, with respect to Select Auto Receivables Trust
1991-5. Filed as Exhibit 4-A to the Annual Report on Form 10-K of
Select Auto Receivables Trust 1991-5 for the year ended December
31, 1991, and incorporated herein by reference.
10-BBBB Copy of Standard Terms and Conditions of Agreement, dated as of
November 1, 1991, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to Select Auto Receivables Trust 1991-5. Filed as Exhibit 4-B to
the Annual Report on Form 10-K of Select Auto Receivables Trust
1991-5 for the year ended December 31, 1991, and incorporated
herein by reference.
10-CCCC Copy of Purchase Agreement, dated as of November 1, 1991, between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to Select Auto Receivables Trust 1991-5. Filed
as Exhibit 4-C to the Annual Report on Form 10-K of Select Auto
Receivables Trust 1991-5 for the year ended December 31, 1991, and
incorporated herein by reference.
10-DDDD Copy of Pooling and Servicing Agreement, dated as of December 1,
1991, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and LaSalle National Bank, as
Trustee, with respect to CFC-15 Grantor Trust. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
E-14
<PAGE>
EXHIBIT INDEX - continued
10-EEEE Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and LaSalle National Bank, as
Trustee, with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-QQQQ to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-FFFF Copy of Standard Terms and Conditions of Agreement, dated as of
January 1, 1992, between Chrysler Auto Receivables Company, as
Seller, and Chrysler Credit Corporation, as Servicer, with respect
to CFC-16 Grantor Trust. Filed as Exhibit 10-RRRR to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1991, and incorporated herein by reference.
10-GGGG Copy of Purchase Agreement, dated as of January 1, 1992 between
Chrysler Financial Corporation and Chrysler Auto Receivables
Company with respect to CFC-16 Grantor Trust. Filed as Exhibit
10-SSSS to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1991, and incorporated
herein by reference.
10-HHHH Copy of Sale and Servicing Agreement, dated as of January 1, 1992,
among Premier Auto Trust 1992-1, as Issuer, U.S. Auto Receivables
Company, as Seller, and Chrysler Credit Corporation, as Servicer,
with respect to Premier Auto Trust 1992-1. Filed as Exhibit 10-QQQQ
to the Registration Statement of Chrysler Financial Corporation, on
Form S-2 (Registration Statement No. 33-51302) on November 24,
1992, and incorporated herein by reference.
10-IIII Copy of Trust Agreement, dated as of January 1, 1992, between U.S.
Auto Receivables Company and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1992-1. Filed as
Exhibit 10-RRRR to the Registration Statement of Chrysler
Financial Corporation on Form S-2 (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-JJJJ Copy of Purchase Agreement, dated as of January 1, 1992, between
Chrysler Financial Corporation, as Seller, and U.S. Auto
Receivables Company, as Purchaser, with respect to Premier Auto
Trust 1992-1. Filed as Exhibit 10-SSSS to the Registration
Statement of Chrysler Financial Corporation on Form S-2
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-KKKK Copy of Pooling and Servicing Agreement, dated as of January 1,
1992, among Chrysler Financial Corporation, as Master Servicer,
Chrysler First Business Credit Corporation, as Seller, and Security
Pacific National Bank, as Trustee, with respect to U.S. Business
Equity Loan Trust 1992-1. Filed as Exhibit 4-A to the Quarterly
Report on Form 10-Q of U.S. Business Equity Loan Trust 1992-1 for
the quarter ended March 31, 1992, and incorporated herein by
reference.
E-15
<PAGE>
EXHIBIT INDEX - continued
10-LLLL Copy of First Amendment, dated as of November 8, 1991, to the
Series 1991- 3 Supplement, dated as of June 30, 1991, among
Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust Company, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-H to the Quarterly Report on Form 10-Q of CARCO Auto Loan
Master Trust for the quarter ended March 31, 1992, and incorporated
herein by reference.
10-MMMM Copy of Indenture, dated as of March 1, 1992, between Premier
Auto Trust 1992-2 and Bankers Trust Company, with respect to
Premier Auto Trust 1992- 2 Asset Backed Notes. Filed as
Exhibit 4-A to the Quarterly Report on Form 10-Q of Premier
Auto Trust 1992-2 for the quarter ended March 31, 1992, and
incorporated herein by reference.
10-NNNN Copy of a 6-3/8% Asset Backed Note with respect to Premier
Auto Trust 1992-2 Asset Backed Notes. Filed as Exhibit 4-B to
the Quarterly Report on Form 10-Q of Premier Auto Trust
1992-2 for the quarter ended March 31, 1992, and incorporated
herein by reference.
10-OOOO Copy of Trust Agreement, dated as of March 1, 1992, between
U.S. Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-2 Asset
Backed Certificates. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-2 for the
quarter ended March 31, 1992, and incorporated herein by
reference.
10-PPPP 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-A 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-QQQQ 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-RRRR Copy of Trust Agreement, dated as of April 1, 1992, as
amended and restated as of May 1, 1992, between Premier Auto
Receivables Company and Manufacturers Hanover Bank (Delaware)
with respect to Premier Auto Trust 1992-3. Filed as Exhibit
4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-3 for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-SSSS Copy of Receivables Purchase Agreement, dated as of April 15,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisition Inc. with respect
to Canadian Auto Receivables Securitization 1992-1. Filed as
Exhibit 10-IIIII to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
E-16
<PAGE>
EXHIBIT INDEX - continued
10-TTTT Copy of Indenture, dated as of July 1, 1992, between Premier
Auto Trust 1992-4 and Bankers Trust Company with respect to
Premier Auto Trust 1992- 4. Filed as Exhibit 4-A to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1992-4
for the quarter ended September 30, 1992, and incorporated
herein by reference.
10-UUUU Copy of 5.05% Asset Backed Note with respect to Premier Auto
Trust 1992-4. Filed as Exhibit 4-B to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-4 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-VVVV Copy of Trust Agreement, dated as of July 1, 1992, between
Premier Auto Receivables Company and Chemical Bank Delaware,
with respect to Premier Auto Trust 1992-4. Filed as Exhibit
4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-4 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-WWWW Copy of Receivables Purchase Agreement, dated as of August 18,
1992, between Chrysler Credit 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-XXXX 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-YYYY 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-ZZZZ 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-AAAAA 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.
E-17
<PAGE>
EXHIBIT INDEX - continued
10-BBBBB 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-CCCCC 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-DDDDD 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-EEEEE 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-FFFFF 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.
E-18
<PAGE>
EXHIBIT INDEX - continued
10-GGGGG 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-HHHHH 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-IIIII 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-JJJJJ 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-KKKKK 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-LLLLL Copy of Purchase Agreement, dated as of January 25, 1993,
among Chrysler Credit 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-MMMMM 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.
E-19
<PAGE>
EXHIBIT INDEX - continued
10-NNNNN Copy of Amended and Restated Trust Agreement, dated as of
August 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1993-4.
Filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1993-4 for the quarter ended September 30,
1993, and incorporated herein by reference.
10-OOOOO Copy of Indenture, dated as of August 1, 1993, between
Premier Auto Trust 1993-4 and Bankers Trust Company, as
Indenture Trustee, with respect to Premier Auto Trust 1993-4.
Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1993-4 for the quarter ended September 30,
1993, and incorporated herein by reference.
10-PPPPP 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-QQQQQ Copy of Amended and Restated Trust Agreement, dated as of
August 1, 1994, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Trust 1994-4.
Filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1994-4 for the quarter ended September 30,
1994, and incorporated herein by reference.
10-RRRRR Copy of Indenture, dated as of August 1, 1994, between
Premier Auto Trust 1994-4 and Bankers Trust Company, as
Indenture Trustee. Filed as Exhibit 4.2 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1994-4 for the
quarter ended September 30, 1994, and incorporated herein by
reference.
E-20
<PAGE>
EXHIBIT INDEX - continued
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation and Consolidated Subsidiaries Computations
of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividend Requirements.
23 Consent of Deloitte & Touche LLP.
24 Powers of Attorney to which the signatures of directors of Chrysler
Financial Corporation have been affixed to this Annual Report on
Form 10-K.
27 Financial Data Schedule.
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 and 4-K
thereto, have not been filed as exhibits to this report since the
amount of securities authorized under any one of such instruments
does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees to
furnish to the Commission a copy of each such instrument upon
request.
E-21
Exhibit 10-FFF
MASTER RECEIVABLES PURCHASE AGREEMENT
among
CHRYSLER CREDIT CANADA LTD.
as seller and collector
- and -
CORE TRUST
as purchaser
- and -
CHRYSLER FINANCIAL CORPORATION
as performance guarantor
Dated as of November 29, 1994
<PAGE>
THIS MASTER RECEIVABLES PURCHASE AGREEMENT made as of November 29,
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 -
CORE TRUST, by TD Trust Company, a trust company carrying on
business in the Province of Ontario, in its capacity as
Trustee of CoRe Trust, a trust established under the laws of
the Province of Alberta,
(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 the Seller
and the Purchaser anticipate entering into one or more transactions whereby
the Seller will sell to the Purchaser its interest in certain of its
Secured Loans;
AND WHEREAS the Collector is willing to carry out the duties and
obligations to be performed by it pursuant to the provisions hereof;
AND WHEREAS Chrysler Financial is willing to act as performance
guarantor with respect to the covenants of Chrysler Credit Canada Ltd., as
the Seller and the Collector hereunder;
AND WHEREAS Toronto Dominion Securities Inc. has the authority as the
Servicing Agent of the Purchaser pursuant to an amended and restated
servicing agreement dated as of November 15, 1994, 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 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.
"Aggregate Prepayment Amount" means, in the case of a Transaction
evidenced by a single Terms Schedule, the Prepayment Amount in respect
thereof or, in the case of a Transaction evidenced by Related Terms
Schedules, the sum of the Prepayment Amounts specified in each of the
Related Terms Schedules.
"Agreement" means this agreement and, in the context of a Transaction,
the agreement constituted by the execution of the relevant Terms Schedule
or Terms Schedules, as amended, modified, supplemented, restated or
replaced from time to time, including the Exhibits thereto, 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 a 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.
"Canadian Dollars" or "$" means the lawful currency of Canada.
"Chrysler Financial" means Chrysler Financial Corporation, its
successors and permitted assigns.
"Closing Date" means, in respect of each Purchase, the date specified
as such in the relevant Terms Schedule.
"Collections" means all cash collections, including, without
limitation, Pay Aheads, and other cash proceeds of Related Secured Loan
Rights other than Net Proceeds, but not including any sales taxes or other
taxes which are required to be collected and remitted by the Collector or,
prior to the appointment of a Person other than the Seller as Collector,
Administrative Charges.
"Collector" means, at any time, the Seller, its successor or any other
Person or its successor who is then the Collector in respect of any
particular Transaction in accordance with Section 3.1.
"Collector Fee" has the meaning ascribed thereto in Section 3.3.
"Concentration Limit" means the percentage of the Aggregate Prepayment
Amount specified in the relevant Terms Schedule or Related Terms Schedules.
"CoRe Trust" means the trust of that name established under the laws
of the Province of Alberta by an Amended and Restated Declaration of Trust
dated as of June 17, 1994, as amended from time to time.
"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 as set out in Exhibit F.
"Cut-Off Date" means, in respect of each Purchase, the date specified
as such in the relevant Terms Schedule.
"Defaulted Loan" means a Secured Loan (i) under which an amount
greater than or equal to the amount required to be paid under such Secured
Loan for the calendar month ending on the last day of the most recently
completed Settlement Period has been outstanding for a period greater than
or equal to three calendar months, or (ii) the Obligor (other than a
guarantor) of which has taken any action, or suffered any event to occur
which is continuing, of the type described in Section 7.1(d); provided,
however, that if a Loan that is a Defaulted Loan is also at the time that
such Loan became a Defaulted Loan an Ineligible Loan, it will be treated as
an Ineligible Loan hereunder.
"Deferred Purchase Account" means, in respect of each Transaction, the
interest bearing account maintained by the Purchaser in trust for the
Seller at the main Toronto branch of TD Trust Company, with the account
number specified as such in the relevant Terms Schedule or Related Terms
Schedules 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, in respect of each Transaction, 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 for such Transaction, the sum of (i) the
difference between (a) the Net Book Value of the Purchased Assets as of the
relevant Closing Date, and (b) the Aggregate 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, in respect of each Transaction, 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
relevant 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.
"Excess Servicing" means, in respect of any Settlement Period, the
amount, if any, by which Collections and Net Proceeds attributable to
interest for that Settlement Period exceed the Purchase Discount for that
Settlement Period.
"Final Collection Date" means, in respect of each Transaction, the
date on which the Program Amount has been reduced to zero in accordance
with the terms hereof and the Collector (if the Seller is not the
Collector) has received the accrued Collector Fee, provided that where any
Related Secured Loan Rights or Seller Receivables have been transferred
pursuant to Section 10.5 to any Person and not repurchased or reassigned
pursuant to Section 2.3(4)(e), the Final Collection Date shall be extended
until the earlier of (i) the receipt by such Person of an amount equal to
the aggregate of the transfer price paid for such Related Secured Loan
Rights or Seller Receivables and accrued interest from the date of such
transfer to the date of receipt of the amount of such transfer price at a
rate equal to the Prime Rate calculated daily and compounded semi-annually,
and (ii) one year after the latest date for the final payment of Principal
under any such transferred Related Secured Loan Rights.
"General Account" means, in respect of each Transaction, an interest
bearing account established by the Purchaser or, at the direction of the
Purchaser, the Collector in trust for the Purchaser, in each case, at the
main Toronto branch of The Toronto-Dominion Bank in accordance with Section
2.3(1) or such other account which is designated by the Purchaser in
writing by notice to the Collector as the General Account for the purposes
hereof.
"Hedging Agreement" means any interest rate exchange agreement,
interest rate cap, collar or floor agreement, forward rate agreement or
similar agreement entered into between the Purchaser and a counterparty,
and includes one or more of such agreements, in connection with a
Transaction, as identified in the relevant Terms Schedule or Related Terms
Schedules, as the case may be.
"Ineligible Secured Loan" has the meaning ascribed thereto in Section
2.11.
"Liquidations" means, with respect to any Settlement Period, the sum
of Collections and Net Proceeds received in such Settlement Period.
"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 relevant 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).
"Lock-Up Event" means, in respect of each Transaction, any of the
following events or circumstances:
(a) the Portfolio Loss Ratio is at any time equal to or greater than
1.75%;
(b) the Portfolio Delinquency Ratio is at any time equal to or
greater than 1.875%;
(c) the Collector fails to make any payment or deposit to be made by
it hereunder when due and such failure remains unremedied for two
Business Days after written notice thereof from the Purchaser;
(d) (i) either the Seller or Chrysler Financial shall generally not
pay its debts as they become due; or (ii) either the Seller or
Chrysler Financial shall admit in writing its inability to pay
its debts generally or shall make a general assignment for the
benefit of creditors; or (iii) any proceedings shall be
instituted by or against either the Seller or Chrysler Financial
seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding-up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any
law relating to bankruptcy, insolvency, reorganization or relief
of debtors, or seeking the entry of an order for relief by the
appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property where
any such proceeding has not been stayed or dismissed within 45
days of a receiver, trustee, custodian or other similar official
being appointed for it or any substantial part of its property;
or (iv) either the Seller or Chrysler Financial takes any
corporate action to authorize any of the actions described in
this clause (d); and
(e) a default by the Seller or Chrysler Financial under a Hedging
Agreement entered into in respect of such Transaction; and
(f) on any Settlement Date, after resort to the Deferred Purchase
Account, in accordance with Sections 2.3(2), 2.3(4) and 2.4(1),
the amounts transferred to any other account of the Purchaser
pursuant to Sections 2.3(2), 2.3(3) and 2.3(4)(d) are less than
the amounts required to be transferred in accordance with such
Sections. For greater certainty, a Lock-Up Event will be deemed
to occur if the transfer required by Section 2.3(4)(d)(i) is not
made, notwithstanding that as a result of the Lock-Up Event the
required transfer will be that specified in Section
2.3(4)(d)(ii).
"Losses" means, for any Settlement Period, (i) an amount equal to the
Net Book Value of such Purchased Assets which become Defaulted Loans in
such Settlement Period, less (ii) the sum of (x) the portion of the Net
Proceeds received by the Purchaser in such Settlement Period with respect
to the disposition of the Related Equipment with respect to Purchased
Assets which became Defaulted Loans in any prior Settlement Period, and (y)
any other Collections received with respect to Purchased Assets which
became Defaulted Loans in any prior Settlement Period.
"Moody's" means Moody's Investors Service, Inc. or any successor
thereof.
"Net Book Value" means, at any particular time with respect to any
Secured Loan purchased on a Closing Date, the original Principal amount
owing under such Secured Loan less (i) all payments of Principal received
with respect to the Loan Receivables which are due and payable and which
form part of the Related Secured Loan Rights, (ii) the Net Proceeds
allocable to Principal owing under such Secured Loan, and (iii) the amount
of the Principal portion of any Loan Receivable that was due and payable on
or prior to the relevant 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 has been written-off for insurance purposes, net of all
reasonable disposition costs and expenses, any taxes required to be
collected and remitted by the Seller and any amounts required by law to be
remitted to the Obligor in respect of such Purchased Assets.
"Notes" means short term and medium term asset-backed notes issued by
the Purchaser as contemplated by Section 2.5.
"Obligor" means a Person obligated to make payments pursuant to a
Secured Loan, including where the context permits or requires, any person
obligated to make such payments pursuant to any guarantee or indemnity
referred to in clause (h) of the definition of Secured Loan Rights herein.
"Pay Aheads" means, collectively, all payments made in a Settlement
Period by Obligors with respect to Loan Receivables forming part of the
Related Secured Loan Rights which are not yet due and payable in such
Settlement Period in accordance with the related Secured Loan.
"Permitted Investments" means investments of a type described in
Exhibit D and accrued interest thereon.
"Person" means an individual, partnership, corporation, trust, joint
venture, unincorporated association, government (or any agency or political
subdivision thereof) or other entity.
"Portfolio Delinquency Ratio" means, in respect of each Transaction,
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 a 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 any month in respect of which such ratio is to be
determined which is or is prior to the month in which the first relevant
Closing Date falls, 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, in respect of each Transaction, 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 any month in respect of which
such ratio is to be determined which is or is prior to the month in which
the first relevant Closing Date falls, 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, in respect of each Purchase, the amount
specified as such in a Terms Schedule.
"Prime Rate" means a fluctuating rate per annum which, on any day,
shall be equal to the rate of interest from time to time quoted publicly by
The Toronto-Dominion Bank at its principal office in Toronto, Ontario,
Canada as its prime rate for Canadian Dollar demand loans made in Canada on
that day to commercial borrowers.
"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, in respect of each Transaction, an amount
initially equal to the Aggregate Prepayment Amount, as such amount 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 a purchase of Purchased Assets by the Purchaser on a
Closing Date made pursuant to Section 2.1(2).
"Purchase Discount" means, in respect of each Transaction, 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 initial 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, in respect of each Transaction, the Secured
Loans listed or referred to in the microfiche attached as the Appendix to a
Terms Schedule or Appendices to the Related Terms Schedules, as the case
may be, and all Related Secured Loan Rights.
"Purchaser" means CoRe Trust, its successors and permitted assigns.
"Purchaser's Account" means, in respect of each Transaction, the
interest bearing account maintained by the Purchaser at The Toronto-
Dominion Bank, International Centre, Toronto, Transit Number 0073 with the
account number 0360-012164192, 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.
"Related Terms Schedule" means each of those Terms Schedules which, by
the terms of the most recent thereof, are expressed to be related such that
the Secured Loans and Secured Loan Rights which are the subject of the
Purchases contemplated by such Terms Schedules are intended to form one
pool of Purchased Assets for the purposes hereof.
"Required APR Amount" means for each Transaction the percentage
specified as such in the Terms Schedule or the Related Terms Schedules, as
the case may be.
"Required Deferred Amount" means, in respect of each Transaction, as
determined for each Settlement Date, the greater of (i) the amount
specified in the Terms Schedule or Related Terms Schedules, as the case may
be, as the "Required Deferred Amount Floor", 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 (as
calculated in the manner set forth in Exhibit H), provided that at any time
following the occurrence of a Lock-Up Event, the Required Deferred Amount
shall be equal to the Program Amount.
"Required Reserve" means, in respect of each Transaction, at any time,
the greater of (i) the Reserve Rate multiplied by the Program Amount, and
(ii) the amount specified in the Terms Schedule or the Related Terms
Schedules, as the case may be, as the "Required Reserve Floor".
"Reserve Rate" means, in respect of each Transaction, the percentage
specified as such in the Terms Schedule or Related Terms Schedules, as the
case may be.
"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 right, title and interest of the Seller 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 right, title and interest of the Seller in and to 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
from 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.
"Servicing Agent" means TDSI, its successors and permitted assigns,
acting pursuant to an agreement dated as of November 15, 1994 between TDSI
and the Purchaser, as amended from time to time.
"Settlement Date" means, with respect to any Settlement Period, the
last Business Day of the calendar month following such Settlement Period.
"Settlement Period" means, in respect of each Transaction, (i)
initially, the period from the initial Cut-Off Date to and including the
last Business Day in the calendar month next following the calendar month
in which such Cut-Off Date occurs, and (ii) thereafter, each period from
the day next following the last day of the immediately preceding Settlement
Period to and including the last Business Day in the calendar month next
following the calendar month in which such previous Settlement Period
ended, ending with the calendar month following that in which the Final
Collection Date occurs.
"Significant Event" has the meaning ascribed thereto in Section 7.1.
"Subsidiary" means, with respect to any Person, a subsidiary of such
Person for the purposes of the Canada Business Corporations Act as amended
from time to time.
"Terms Schedule" means the agreement evidencing a Purchase
substantially in the form of Exhibit A.
"Transaction" means an agreement constituted by one or more executed
Terms Schedules which is intended by reference to the Terms Schedule or the
Related Terms Schedules, as the case may be, to be treated by the parties
as a separate agreement with respect to the Purchased Assets which are
subject thereto and which Purchased Assets are intended to form one pool.
1.2 Headings
The Table of Contents, Article and Section headings used herein have
been inserted for convenience of reference only and in no way affect the
interpretation hereof. The Table of Contents does not form part of this
Agreement.
1.3 References to Sections, Articles and Exhibits
Unless otherwise provided, all references herein to Sections, Articles
or Exhibits are references to Sections, Articles and Exhibits of or to this
Agreement.
1.4 Number and Gender
Words importing the singular include the plural and vice versa, and
words importing gender include all genders.
1.5 Accounting Principles
Where the character or amount of any asset or liability or item of
revenue or expense is required to be determined, or any consolidation or
other accounting computation is required to be made for the purpose of this
Agreement, such determination or computation shall, to the extent
applicable and except as otherwise specified herein or as otherwise agreed
in writing by the parties, be made in accordance with generally accepted
accounting principles in Canada applied on a consistent basis. Wherever in
this Agreement reference is made to generally accepted accounting
principles, such reference shall be deemed to be to the generally accepted
accounting principles from time to time approved by the Canadian Institute
of Chartered Accountants, or any successor institute, applicable as at the
date on which such determination or computation is made or required to be
made in accordance with generally accepted accounting principles.
1.6 Currency
Unless otherwise indicated, all amounts stated herein are in Canadian
Dollars.
1.7 Computation of Time Periods
Unless otherwise provided herein or in any Related Document, in the
computation of a period of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to",
"until" and "ending on" each mean "to but excluding". In addition, for the
purposes of determining the second Settlement Date after the occurrence of
a Lock-Up Event in Sections 2.3(4)(d) and 2.4(1)(b), the Settlement Date on
which the Lock-Up Event occurred, if the Lock-Up Event occurred on a
Settlement Date, shall be included in the calculation.
1.8 Summary of the Transaction
Each Purchase 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 portion of the Deferred Purchase Price applicable to such
Purchased Assets, subject to the terms and conditions set forth herein and
in the relevant Terms Schedule. Each agreement constituting a Transaction
is a Securitization Agreement as defined in the Amended and Restated Trust
Indenture made as of November 15, 1994 between the Purchaser and The R-M
Trust Company, as amended.
1.9 List of Exhibits
The following Exhibits shall be included herein and deemed to be part
hereof, namely:
Exhibit A - Form of Terms Schedule
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
Exhibit G - Form of Opinion of Purchaser's Counsel
Exhibit H - Dollar Weighted Average Contractual Life (in
years)
ARTICLE 2
PURCHASE OF SECURED LOANS
2.1 Purchase Procedures
(1) From time to time, the parties may execute and deliver a Terms
Schedule which, upon such execution and delivery shall evidence their
binding agreement with respect to the purchase and sale of Secured Loans
and Related Secured Loan Rights upon the terms and conditions set forth in
such Terms Schedule. Except to the extent modified, replaced, restated or
supplemented in such Terms Schedule, the terms and conditions of this
Agreement are incorporated by reference into such Terms Schedule mutatis
mutandis and shall apply to the Purchase contemplated thereby. If a Terms
Schedule is a Related Terms Schedule, it is the intention of the parties
hereto that the Secured Loans and Related Secured Loan Rights which are the
subject of such Terms Schedule, together with the Secured Loans and Related
Secured Loan Rights which are the subject of each other Terms Schedule that
is a Related Terms Schedule in respect of such Terms Schedule shall form a
single pool of Purchased Assets for all purposes hereof. Related Terms
Schedules which are expressed to be related to each other shall be
considered as one Transaction for the purposes hereof. In the event of any
inconsistency between the provisions herein contained and a Terms Schedule,
the Terms Schedule shall prevail. In the event of any inconsistency
between Related Terms Schedules, the most recently executed Related Terms
Schedule shall prevail.
(2) On the Closing Date of each Purchase, 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 which are the subject of the Purchase shall be
sold, assigned and transferred to the Purchaser effective as of the
relevant Cut-Off Date for a purchase price equal to the sum of the
Prepayment Amount and the portion of the Deferred Purchase Price applicable
to such Purchased Assets, and the Seller shall execute and deliver to the
Purchaser a Bill of Sale in respect thereof.
2.2 Adjustments
If at any time, the Purchaser, the Servicing Agent or the Seller
determines that on a Closing Date in respect of any Purchase the aggregate
Net Book Value of the Purchased Assets was less than the sum of the
Prepayment Amount and the portion of the Deferred Purchase Price applicable
to such Purchased Assets, 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 relevant
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 a Closing Date was more than the sum of the Prepayment
Amount and the portion of the Deferred Purchase Price applicable to such
Purchased Assets, 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 and the portion thereof applicable to such
Purchased Assets.
2.3 Liquidation Procedures
(1) Subject to the next following sentence, from the initial Cut-Off Date
in respect of each Transaction, and on each day thereafter, the Collector
shall hold, for the account of the Purchaser, the Collections and Net
Proceeds received on each day. If the Seller is the Collector, (i) on the
Business Day immediately following the date on which the long term debt
rating of Chrysler Financial by Moody's falls below Baa3 (or its then
equivalent), the Purchaser or, at the direction of the Purchaser, the
Collector shall establish the General Account, and (ii) until such time as
Chrysler Financial's rating is increased by Moody's to at least Baa3 (or
its then equivalent), the Collector shall deposit to the General Account
within two Business Days of receipt (or such other period as may be agreed
upon by the Purchaser) all Collections and Net Proceeds received by the
Collector in respect of each Settlement Period less an amount equal to the
sum of the amounts set forth in Sections 2.3(3)(f), (g) and (h), which
amount shall forthwith be paid to the Seller, provided that, on the
Settlement Date following the Settlement Period in which the amount to be
paid to the Seller in accordance with the foregoing exceeds the amount
otherwise required to be transferred to the Purchaser's Account in such
Settlement Period in accordance with Sections 2.3(3)(a) to (d), inclusive,
the Collector shall be entitled to withdraw the amount of such excess from
the available balance in the General Account which is not allocable to Pay
Aheads. On the Final Collection Date, in addition to the releases
contemplated by Section 2.4(2), the Collector (if the Seller is the
Collector) shall transfer any remaining balance in the General Account to
the Purchaser's Account to be distributed in accordance with Sections
2.3(4) and 2.3(5).
(2) On the last day of each Settlement Period, the Collector is hereby
authorized and directed to transfer from the Collections and Net Proceeds
received in the Settlement Period then just completed to any other account
of the Purchaser an amount equal to the Purchase Discount for the
Settlement Period ending on such date and any portion of the Purchase
Discount calculated with respect to any prior Settlement Period not so
transferred on the last day of any prior Settlement Period in accordance
with the terms hereof, provided that where the sum of the Collections and
Net Proceeds received in the Settlement Period then just completed is less
than the Purchase Discount calculated with respect to such Settlement
Period, the Seller hereby irrevocably directs that, as a refund of a
portion of the Deferred Purchase Price, an amount equal to the lesser of:
(a) the amount of such shortfall; and
(b) the available balance in the Deferred Purchase Account,
shall be transferred from the Deferred Purchase Account to any other
account of the Purchaser designated by the Purchaser.
(3) On each Settlement Date, the Collector is hereby authorized and
directed by the Purchaser to cause to be transferred to the Purchaser's
Account the amount, if any, by which the sum of:
(a) the amount of the Collections received with respect to the Loan
Receivables due and payable in connection with the Related
Secured Loan Rights in the immediately preceding Settlement
Period (including, without limitation, any deemed receipt of
Collections pursuant to Section 2.7) and any other Collections
received with respect to the immediately preceding Settlement
Period or any prior Settlement Period;
(b) any Net Proceeds received by the Collector relating to
dispositions of Related Equipment in the immediately preceding
Settlement Period;
(c) any amounts payable to the Purchaser pursuant to Sections 2.2,
2.9, 2.11, 7.2, 9.1, 10.7, 10.8 and 10.9 since the last
Settlement Date or, with respect to the first Settlement Date,
since the first 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
first Closing Date in payment of any other amount payable
hereunder,
exceeds the sum of:
(e) the amount of the Purchase Discount transferred to any other
account of the Purchaser on the last day of the immediately
preceding Settlement Period pursuant to Section 2.3(2);
(f) any Billings which relate to any Defaulted Loan which were
previously deposited by the Collector to the Purchaser's Account
and remain unpaid by the applicable Obligor (to the extent such
unpaid amounts did not arise in connection with a deemed
Collection pursuant to Section 2.7);
(g) any amount collected by the Collector with respect to a
previously unpaid amount billed to the applicable Obligor as part
of any Billings which the Seller has already remitted to the
Purchaser's Account in respect of a previous Settlement Period as
permitted pursuant to the proviso below; and
(h) any amount in respect of any asserted set-off, reduction or
cancellation by the Obligor received by the Collector from the
Seller or deposited by the Seller to the Purchaser's Account in
accordance with Section 2.7 for which the Obligor has been found,
during the immediately preceding Settlement Period, to be liable,
provided that the Seller shall have the right (but not the obligation) to
deposit to the Purchaser's Account, on any Settlement Date, the amount, if
any by which (i) the aggregate of all Billings for the immediately
preceding Settlement Period, exceeds (ii) the sum of (x) Collections
received with respect to Loan Receivables owing in connection with the
Related Secured Loan Rights for the immediately preceding Settlement
Period, and (y) Net Proceeds received in such immediately preceding
Settlement Period. For greater certainty, in no event shall the Collector
transfer amounts into the Purchaser's Account more than once in respect of
the same item of Collections or be permitted to deduct more than once
amounts in respect of any items of set-off referred to above.
(4) Thereafter from the amounts available in the Purchaser's Account
(including any interest received on amounts held therein) on each
Settlement Date following the deposits thereto contemplated in Section
2.3(3), the Purchaser shall, in the following order of priority:
(a) to the extent that the Seller has deposited any applicable amount
to the Purchaser's Account in accordance with Sections 9.1, 9.2
and 10.7, pay such amount to the applicable party;
(b) pay any costs, fees, expenses or damages or other amounts
incurred by the Purchaser as a result of a default by the Seller
or Chrysler Financial under any Hedging Agreement entered into in
respect of the Transaction;
(c) pay the amount of any Collector Fee then payable;
(d) transfer to any other account of the Purchaser (i) on each
Settlement Date prior to the second Settlement Date after the
occurrence of a Lock-Up Event, determined in accordance with
Section 1.7 (or prior to the Settlement Date on which the Lock-Up
Event occurred if the Lock-Up Event occurred as a result of the
inability of the Purchaser to make the transfers required by
Section 2.3(2) or this subsection 2.3(4)), an amount equal to the
quotient obtained by dividing (a) the amount by which (I) the Net
Book Value of the Purchased Assets (other than Purchased Assets
that are Defaulted Loans) on the first day of the immediately
preceding Settlement Period exceeds (II) the Net Book Value of
the Purchased Assets (other than Purchased Assets that are
Defaulted Loans) on the last day of the immediately preceding
Settlement Period, by (b) 1 plus the Reserve Rate 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:
(x) the amount of such shortfall;
(y) the available balance in the Deferred Purchase Account; and
(z) an amount equal to the sum of the amounts set forth in Sections
2.3(4)(a), (b) and (c) and the amount by which Losses exceed
Excess Servicing in respect of such Settlement Period,
shall be transferred by the Purchaser from the Deferred Purchase Account to
the Purchaser's Account and shall be distributed in accordance with this
Section 2.3(4).
(5) Any amounts available in the Purchaser's Account after giving effect
to Section 2.3(4) shall be applied by the Purchaser on such Settlement Date
in the following priority:
(a) to pay all expenses incurred by the Collector on behalf of the
Purchaser related to the enforcement of the Purchaser's rights in
respect of the Purchased Assets and the Related Equipment or
advice with respect thereto;
(b) to pay the amount of any Adverse Claim upon the Related Equipment
or the interest of the Purchaser in the Related Secured Loan
Rights except where such Adverse Claim has been granted by the
Purchaser; and
(c) to transfer to any other account of the Purchaser an amount equal
to the expenses incurred by the Purchaser or by the Servicing
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.
(7) For greater certainty, the foregoing liquidation procedures set forth
in this Section 2.3 shall be complied with separately in respect of each
Transaction.
2.4 Deferred Purchase Account
(1) The Seller hereby irrevocably directs that on each Settlement Date,
the then available balance in the Deferred Purchase Account (including
interest received on amounts held therein), after making the transfers and
adjustments required by Sections 2.3(2), 2.3(4), 2.3(5) and 2.3(6), shall
be held in trust by the Purchaser for the benefit of the Seller, and shall
be applied by the Purchaser in the following priority:
(a) at the Purchaser's option, either deposit to any account of the
Purchaser (which deposit shall be applied as a permanent
reduction of the Program Amount and as a refund of a portion of
the Deferred Purchase Price equal to the amount of such deposit)
or invest in Permitted Investments, in either case in an amount
sufficient to make the sum of the Net Book Value of the Purchased
Assets (other than Purchased Assets that are Defaulted Loans) and
the principal amount of, and accrued interest on, Permitted
Investments, if any, as at such date equal to the sum of the
Program Amount and the Required Reserve as at such date, provided
that such Permitted Investments, if any, shall be liquidated
where not required with respect to any subsequent Settlement
Period and applied in the manner contemplated by this Section
2.4;
(b) to ensure that there is held in the Deferred Purchase Account an
aggregate amount equal to the Required Deferred Amount, except
that on the second Settlement Date following the occurrence of a
Lock-Up Event as determined in accordance with Section 1.7 (or on
the Settlement Date on which the Lock-Up Event occurred, if the
Lock-Up Event resulted from the inability of the Purchaser to
make the transfers required by Section 2.3(2) and 2.3(4)(d)(i)),
an amount equal to the lesser of (i) the amount set forth in
Section 2.3(4)(z), less any amount paid pursuant to Section
2.4(1)(a) on such Settlement Date, 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.
(3) For greater certainty, the foregoing provisions in this Section 2.4
shall apply separately in respect of each Transaction.
2.5 Purchaser's Capital
(1) The Purchaser shall finance each 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 Agreements 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 each
Transaction 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 payments or receipts from Hedging Agreements
entered into in respect of the Transaction) 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) the percentage specified
in the relevant Terms Schedule or the Related Terms Schedules, as the case
may be, as the "Program Fee".
(3) The cost of borrowings under the liquidity facility shall be equal to
the 30-day bankers' acceptance rate quoted from time to time by The
Toronto-Dominion Bank 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 in respect of any Transaction described in Sections 2.3 and 2.4
on such date, the Program Amount is less than or equal to 10% of the
Aggregate Prepayment Amount, the Seller shall have the right, at its option
exercisable upon five Business Days' prior notice to the Purchaser through
the Servicing Agent, to repurchase the remaining Purchased Assets which are
the subject of such Transaction from the Purchaser for a price equal to the
Program Amount on such Settlement Date, payable to the Servicing 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 such remaining Purchased Assets. The
Seller hereby agrees to pay, and to indemnify and hold harmless the
Servicing 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 a Closing Date to the relevant 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 conclusively 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 relevant 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 relevant Closing Date was not true, the Seller shall pay to the
Purchaser by deposit to the relevant Purchaser's Account as a refund of a
portion of the Deferred Purchase Price (or the relevant 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, separately in respect
of each Transaction:
(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 Servicing 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 and 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 relevant 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 an 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 a Closing Date, the Purchaser, the Servicing
Agent or the Seller determines that, on the relevant 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 Servicing
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
relevant Purchaser's Account as a refund of a portion of the Deferred
Purchase Price an amount equal to the then Net Book Value of such
Ineligible Secured Loan such that the Purchaser shall be kept whole and not
incur any expense or loss as a result of the purchase of such Ineligible
Secured Loan. The Purchaser shall accept such payment as a refund of a
portion of the Deferred Purchase Price applicable to such Ineligible
Secured Loan. Upon such payment being made, the Purchaser shall assign and
transfer to the Seller and the Seller shall accept the assignment and
transfer of such Purchased Asset. In consideration therefor, the Purchaser
shall waive any rights it may have against the Seller or Chrysler Financial
as a consequence of such Secured Loan being an Ineligible Secured Loan.
2.12 Retransfer of Purchased Assets
Upon any retransfer by the Purchaser to the Seller of any Purchased
Asset in accordance with Sections 2.6, 2.7(2) and 2.11, the Seller and the
Purchaser shall execute and deliver such further agreements, instruments or
other assurances as may be reasonably necessary or desirable to evidence
and give full effect to such retransfers.
2.13 Permitted Investments
Subject to Section 2.4(1)(a), the balance available in each Deferred
Purchase Account shall be invested in Permitted Investments by the
Purchaser. If any General Account shall be established, the balance
available in such General Account shall be invested in Permitted
Investments by the Collector as may be directed by the Purchaser. The
Purchaser shall maintain and direct the Collector to maintain a portion of
the aggregate balances in such accounts equal to the portion of the
Purchaser's Indebtedness due and payable on the next following Settlement
Date in Permitted Investments which mature no later than such Settlement
Date. 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.
In respect of each Transaction, 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 in respect
of a Transaction which is continuing, designate as the Collector in respect
of such Transaction 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 provided,
however, that where the Collector is not the Seller in respect of a
Transaction, the Purchaser and the Collector may adopt a policy which is a
modification of the Credit and Collection Policy, such modified policy to
reflect the circumstances under which Collection of the Loan Receivables
will take place and the resources available to the Collector, provided that
such modified policy does not materially impair the collectability of the
Loan Receivables. For such purpose, the Collector is authorized on behalf
of the Purchaser in respect of each Transaction 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 in respect of any Transaction 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 in respect of any Transaction, shall deliver complete copies of
all Purchased Assets which are the subject of such Transaction (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 or a modification
hereof adopted pursuant to Section 3.2(1) in respect of a Transaction where
the Collector is not the Seller.
(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(3) 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 relevant 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 in respect of
each Transaction for the purposes set out herein shall terminate on the
relevant 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 in respect of any
Transaction, it may agree with any Obligor of Purchased Assets which are
the subject of such Transaction 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 in respect of any Transaction, the
Collector shall be paid, as a fee in respect of that Transaction (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 Each Purchase
(1) Prior to the first Purchase hereunder, the Purchaser shall have
received, unless waived by it in writing, the following, 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 of this Agreement and the Terms Schedule relating to
such first Purchase, 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
in respect of all Purchases 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(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) executed copies of the relevant Bill of Sale;
(h) certified copies of any instruments (other than the instrument
giving rise to the Secured Loans or referred to therein) by which
the Seller took title to the Purchased Assets;
(i) an Advance Ruling Certificate under the Competition Act (Canada)
in respect of such Purchase contemplated herein, if required;
(j) an executed copy of the confirmation confirming any Hedging
Agreement entered into with respect to the Purchase, together
with any fee payable by the Purchaser or the Seller or to
Chrysler Financial on the relevant Closing Date in connection
with such Hedging Agreement;
(k) 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;
(l) a financial advisory fee in the amount set forth in the Terms
Schedule, inclusive of applicable goods and services taxes,
payable by the Seller to the Servicing Agent in connection with
the Purchase; and
(m) a structuring fee in the amount set forth in the Terms Schedule
payable by the Seller to the Servicing Agent in connection with
the Purchase.
(2) Prior to each Purchase subsequent to the first Purchase hereunder, the
Purchaser shall have received, unless waived by it in writing, the
following, in form and substance satisfactory to the Purchaser:
(a) executed copies of the Terms Schedule in respect of such Purchase
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 any changes in their respective constating documents
since the latest certificate delivered pursuant to Section
4.1(1)(c) or this Section 4.1(2)(c), and certified copies of all
necessary corporate authorizations of the Seller and Chrysler
Financial to authorize the execution, delivery and performance of
the Terms Schedule relating to such Purchase of the Related
Documents to which it is a party and of the transactions
contemplated hereby and thereby; and
(d) the documents referred to in Section 4.1(1)(e), (f), (g), (h)
(with respect only to instruments created or amended since the
immediately preceding Purchase), (i), (j), (k), (l) and (m), each
with respect to such Purchase.
4.2 Seller's Conditions Precedent
(1) Prior to the first 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 any Hedging
Agreement entered into with respect to the Purchase;
(e) a certificate of the Purchaser relating to the amended and
restated declaration of trust establishing the Purchaser dated as
of June 17, 1994, the Servicing Agreement between the Purchaser
and the Servicing Agent, and the Amended and Restated Trust
Indenture between the Purchaser and The R-M Trust Company, both
dated as of November 15, 1994, as further amended; and
(f) the favourable opinion of counsel to the Purchaser as to the due
execution and binding effect of this Agreement and all Related
Documents to which the Purchaser is a party in the form of
Exhibit G.
(2) Prior to each Purchase subsequent to the first Purchase hereunder, 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 the Terms Schedule in respect of such Purchase
and the other Related Documents; and
(c) the documents referred to in Section 4.2(1)(c), (d), (e) and (f)
with respect to such Purchase.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Seller
The Seller hereby represents and warrants to the Purchaser with
respect to each Purchase 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 relevant 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 relevant 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 relevant Closing Date or on the date of delivery of the
applicable Related Documents, no authorization, approval or other
action by and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution,
delivery and performance by it of this Agreement or the Related
Documents to which it is a party, except for (i) such notices or
filings that are required to record or perfect the transfer
constituted by the Purchase, (ii) any action or filings required
pursuant to any applicable bills of sale legislation, and (iii)
such notices, filings or rulings required pursuant to the
Competition Act (Canada);
(e) this Agreement and the Related Documents to which it is a party
are its legal, valid and binding obligations enforceable against
it in accordance with their terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) as at the relevant 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 material adversely affects its ability to
perform its obligations hereunder or thereunder;
(g) as at the relevant 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 relevant 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 relevant Cut-Off Date to and including the relevant
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, other than any Adverse Claim held by any
person claiming through or under the Purchaser; and
(ii) each Secured Loan forming part of the Purchased Assets
(other than Secured Loans paid in full from the relevant
Cut-Off Date to and including the relevant 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 relevant Closing Date, its chief executive office is
located at Suite 308, 390 Brant Street, Burlington, Ontario, L7R
2E9;
(j) as at the relevant 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 relevant Cut-Off Date, the names listed on the Appendix
to the Terms Schedule 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 which are
the subject of the Transaction under which any one Person is the
applicable Obligor does not exceed the Concentration Limit;
(o) as of the relevant 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 the percentage
set forth in the relevant Terms Schedule as the "Used Vehicle
Rate Percentage" of the aggregate Net Book Value of the Purchased
Assets, which percentage in any event will not exceed 30%;
(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
with respect to each Purchase 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) as at the relevant Closing Date, 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) as at the relevant 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 relevant 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 relevant 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 relevant 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 with
respect to each Purchase 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
Alberta;
(b) as at the relevant 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 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 relevant 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 relevant 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 (i) such
notices or filings required to perfect the transfer constituted
by the Purchase, and (ii) any actions or filings required
pursuant to any applicable bills of sale legislation;
(e) this Agreement and the Related Documents to which it is a party
are its legal, valid and binding obligations enforceable against
it in accordance with their terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law);
(f) as at the relevant 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 materially
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 last 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 in respect of any
Transaction to the address of the Collector (provided that so
long as the Seller shall remain the Collector in respect of such
Transaction, no special instruction need be given by the Seller
to any Obligor which currently is instructed to remit such
Collections to the Seller);
(j) if (i) the Seller obtains or is otherwise a loss payee or named
insured under, any policy of insurance with respect to damage or
third party liability claims relating to the Equipment, and (ii)
the long term debt rating of Chrysler Financial by Moody's falls
below Ba2 (or its then equivalent), obtain and maintain
equivalent coverage with respect to the Related Equipment under
which the Purchaser is named insured or loss payee, as the case
may be, and provide prompt notice to the Purchaser of the
availability of such insurance or the receipt of notice of
termination thereof or the deletion of the Purchaser as a named
insured or loss payee thereunder;
(k) make all payments payable by it to government agencies in
accordance with applicable law and others where a statutory lien
or deemed trust might arise having priority over the Purchaser's
interest in any Related Secured Loan Rights or Related Equipment;
(l) record the Purchases constituted hereby as sales of assets for
accounting purposes;
(m) upon the written request of the Purchaser, or immediately upon
the occurrence of a Significant Event in respect of a Transaction
and for so long as such Significant Event is continuing, advise
the Purchaser, in writing, of the name or address of any Obligor
with respect to the applicable 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 last 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 last 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 interest hereunder or its ability to perform its
obligations hereunder;
(b) preserve and maintain its corporate existence, except in the case
of a merger or other action permitted under the Revolving Credit
Agreement dated as of May 23, 1994 between it and Chemical Bank,
as agent, and the several banks party thereto, as amended,
modified, supplemented or restated from time to time, and where
the continuing or surviving entity assumes Chrysler Financial's
obligations hereunder;
(c) furnish to the Purchaser, unless the Seller has previously
complied with Section 6.1(h)(i), as soon as possible and in any
event within five Business Days after an officer of Chrysler
Financial becomes aware or ought to have become aware of the
occurrence of each Significant Event and each event which, with
the giving of notice or lapse of time or both, would constitute a
Significant Event, a statement of an officer of Chrysler
Financial setting forth details as to such Significant Event or
event and the action which Chrysler Financial has taken 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, in respect of each Transaction,
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 to the Seller or
Chrysler Financial, as the case may be, from the Purchaser of
such false or incorrect representation or warranty, it shall not
constitute a Significant Event (for greater certainty, the
parties hereto acknowledge and agree that the representations
contained in Section 5.1(n) and (o) shall be deemed remediable
for the purposes of this Section by the repurchase by 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, 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
4.0%;
(g) the Portfolio Delinquency Ratio is at any time equal to or
greater than 4.0%;
(h) the long term debt rating of Chrysler Financial by Moody's falls
below Ba1 (or its then equivalent); or
(i) an event of default as defined in any Hedging Agreement shall
have occurred and be continuing with respect to the Seller or
Chrysler Financial.
7.2 Action Upon a Significant Event
(1) If any Significant Event in respect of any Transaction has occurred
and is continuing, the Purchaser shall have, in addition to the right to
appoint a new Collector in respect of such Transaction 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 the relevant 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 relevant 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 relevant 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 relevant Purchaser's Account.
ARTICLE 8
MATTERS RELATING TO LIABILITY AND RESPONSIBILITIES
8.1 Delegation in Favour of Servicing Agent
The Purchaser may delegate to the Servicing Agent all or any of its
powers, rights and discretions hereunder and under any Related Documents,
and the Servicing 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 Servicing Agent
Neither the Purchaser, the Servicing 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 Servicing Agent, at law or in equity, in respect of
any of the obligations of the Purchaser or the Servicing 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 Servicing Agent and Affiliates
The Servicing Agent, any successor Servicing 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 Servicing Agent or any such successor were not the Servicing
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 Servicing 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 Servicing 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 Servicing Agent, any officer of the trustee of the Purchaser or any
officer of the Servicing 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
Servicing 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
Servicing Agent or their respective agents hereunder or under any
applicable law, the Seller hereby agrees to indemnify the Purchaser, the
Servicing 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 non-conformity 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 Servicing 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 Servicing
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 relevant
Purchaser's Account.
9.2 Limited Indemnity by the Seller
Without prejudice to any other rights of the Purchaser or the
Servicing Agent hereunder or under any applicable law, the Seller hereby
indemnifies the Purchaser, the Servicing 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 in respect
of a Transaction by or on behalf of the Purchaser or the Servicing 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 relevant 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 Servicing 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 Servicing Agent, the
Servicing 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 Servicing 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 Servicing 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, issuers of
letters of credit to the Purchaser, 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 last
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 Servicing 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 Servicing 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 applicable Discount Rate;
(c) subject to Section 10.7(1), 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
Servicing Agent with respect to advising the Purchaser and the
Servicing 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 a Purchase hereunder or agreeing to make a
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 such
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 any Terms Schedule and any
document which contains any of the information set forth in paragrahs 3 and
4 of any Terms Schedule, or any agreement that one party has received from
the other to which the receiving party is not a signatory (including for
clarity, the Program Agreements as defined in the Amended and Restated
Trust Indenture dated as of November 15, 1994 between the Purchaser and The
R-M Trust Company, except for this Master Receivables Purchase Agreement)
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 Servicing Agent, rating
agencies, trustees, prospective credit enhancers or secondary purchasers or
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 securitization program or
the financing thereof and the Seller and Chrysler Financial may disclose
any such Terms Schedule, documents, agreements, 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 TD Trust Company except
in its capacity as trustee of the Purchaser, nor will resort be had to the
property of TD Trust Company except in its capacity as trustee of the
Purchaser, but the assets only of the Purchaser will be bound hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CHRYSLER CREDIT CANADA LTD., as Seller and
Collector
By: "David H. Olsen"
---------------------------------------
Name: David H. Olsen
Title: Assistant Treasurer
Address for Notices:
27777 Franklin Road
Southfield, Michigan
48034-8286
U.S.A.
Attn: Secretary
Telecopier No.: (810) 948-3138
CORE TRUST, by its Servicing Agent,
TORONTO DOMINION SECURITIES INC.
By: "W.C. Archibald"
---------------------------------------
Name: W.C. Archibald
Title: Officer
Address for Notices:
Toronto Dominion Securities Inc.
P.O. Box 100, 7th Floor
Toronto Dominion Bank Tower
Toronto-Dominion Centre
Toronto, Ontario
M5K 1G8
Attn: Asset Securitization Group
Telecopier No.: (416) 307-8840
CHRYSLER FINANCIAL CORPORATION
BY: "David H. Olsen"
---------------------------------------
Name: David H. Olsen
Title: Assistant Treasurer
Address for Notices:
27777 Franklin Road
Southfield, Michigan
48034-8286
U.S.A.
Attn: Secretary
Telecopier No.: (810) 948-3138
Exhibit 10-GGG
TERMS SCHEDULE
In Respect of
Chrysler Credit Canada Ltd. Purchase 1994 - 1
In consideration of the mutual covenants contained and incorporated
herein, the undersigned hereby agree as follows:
1. Interpretation. Section 2.1(1) of the Master Receivables Purchase
Agreement (the "MRPA") dated as of November 29, 1994 between the
undersigned provides that the undersigned may execute and deliver a Terms
Schedule which, upon such execution and delivery, shall evidence their
binding agreement with respect to the purchase and sale of Secured Loans
and Related Secured Loan Rights. This executed Terms Schedule constitutes
such an agreement. Except to the extent modified, replaced, restated or
supplemented herein, the terms and conditions of the MRPA are incorporated
by reference herein, mutatis mutandis. The term "Purchase" when used
herein means the purchase and sale of the Secured Loans identified in the
Appendix hereto and the Related Secured Loan Rights. References herein to
paragraphs are to the paragraphs of this Terms Schedule and references to
Sections are to the Sections to the Agreement.
2. Type of Transaction. This Terms Schedule is not a Related Terms
Schedule at the date hereof, provided however that a Terms Schedule entered
into after the date hereof may provide that this Terms Schedule is a
Related Terms Schedule with respect to one or more Purchases effected after
the date hereof.
3. Specific Terms. (1) Terms specific to the Purchase to which this
Terms Schedule relates are as follows:
Section 1.1
Closing Date for this Purchase: December 2, 1994
Cut-Off Date for this Purchase: November 22, 1994
Prepayment Amount for this Purchase: $125,661,460.08
Settlement Date for this Purchase means, in respect of the first
Settlement Period, January 31, 1995 and thereafter, the last Business
Day of the calendar month following such Settlement Period.
Settlement Period for this Purchase means, initially, the period from
the Cut-Off Date to and including January 6, 1995, thereafter, the
period from January 7, 1995 to January 31, 1995 inclusive, and
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 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.
Section 4.1(m)
Financial Advisory Fee: $0
Section 4.1(n)
Structuring Fee: $62,830.73
Section 5.1(o)
Used Vehicle Rate Percentage: 20%
(2) Terms specific to the Transaction to which this Terms Schedule (and
all Related Terms Schedules, if any) relates are as follows:
Section 1.1
Concentration Limit Percentage: 0.30%
Deferred Purchase Account Number: 0352515-01
Required APR Amount: 11.045%
Required Deferred Amount Floor: 251,322.92
Required Reserve Floor: $3,015,875.04
Reserve Rate: 6.0%
Section 2.5(2)
Program Fee: 0.295%
4. Hedging Agreements.
(a) Pursuant to the ISDA Master Agreement dated as of November 29,
1994 between the Purchaser and Chrysler Financial, an interest
rate cap will be purchased by the Purchaser from Chrysler
Financial on the Closing Date for $1,170,000.00. The interest
rate cap will require Chrysler Financial to pay to the Purchaser
on the last Business Day of each Settlement Period an amount
equal to the product of (i) the daily average of the Program
Amount for such Settlement Period, (ii) the amount, if any, by
which (a) the average of the 30 day CDOR, as defined in the 1991
ISDA Definition (as published by the International Swaps and
Derivatives Association, Inc.) on each Business Day of such
Settlement Period exceeds (b) 9.00%, and (iii) the actual number
of days in such Settlement Period divided by 365.
(b) Pursuant to the ISDA Master Agreement dated as of December 15,
1993 between the Seller and Chrysler Financial, an interest rate
floor will be purchased by Chrysler Financial from the Seller on
the Closing Date for CAD $22,000.00. The interest rate floor
will require the Seller to pay to Chrysler Finance on the last
Business Day of each Settlement Period an amount equal to the
product of (i) the daily average of the Program Amount for such
Settlement Period, (ii) the amount, if any, by which (a) 5.00%
exceeds (b) the average of the 30 day CDOR, as defined in the
1991 ISDA Definition (as published by the International Swaps and
Derivatives Association, Inc.) on each Business Day of such
Settlement Period, and (iii) the actual number of days in such
Settlement Period divided by 365.
IN WITNESS WHEREOF the parties have executed this Terms Schedule to
evidence their agreement hereto as of the 2nd day of December, 1994.
CHRYSLER CREDIT CANADA LTD., as Seller and
Collector
By: "David H. Olsen"
--------------------------------------
CORE TRUST, as Purchaser, by its Servicing
Agent, TORONTO DOMINION SECURITIES INC.
By: "W.C. Archibald"
--------------------------------------
CHRYSLER FINANCIAL CORPORATION, as
Performance Guarantor
By: "David H. Olsen"
--------------------------------------
Exhibit 10-HHH
TERMS SCHEDULE
In Respect of
Chrysler Credit Canada Ltd. Purchase 1994 - 2
In consideration of the mutual covenants contained and incorporated
herein, the undersigned hereby agree as follows:
1. Interpretation. Section 2.1(1) of the Master Receivables Purchase
Agreement (the "MRPA") dated as of November 29, 1994 between the
undersigned provides that the undersigned may execute and deliver a Terms
Schedule which, upon such execution and delivery, shall evidence their
binding agreement with respect to the purchase and sale of Secured Loans
and Related Secured Loan Rights. This executed Terms Schedule constitutes
such an agreement. Except to the extent modified, replaced, restated or
supplemented herein, the terms and conditions of the MRPA are incorporated
by reference herein, mutatis mutandis. The term "Purchase" when used
herein means the purchase and sale of the Secured Loans identified in the
Appendix hereto and the Related Secured Loan Rights. References herein to
paragraphs are to the paragraphs of this Terms Schedule and references to
Sections are to the Sections to the Agreement.
2. Type of Transaction. This Terms Schedule is a Related Terms Schedule
with the intention that the Secured Loans identified in the Appendix hereto
and in the Appendix to the Terms Schedule dated December 2, 1994 (and any
Terms Schedule entered into after the date hereof which specifies that it
is related to this Terms Schedule) and the Related Secured Loan Rights,
shall from and after the Closing Date specified in paragraph 3 hereof,
constitute one pool of Purchased Assets.
3. Specific Terms. (1) Terms specific to the Purchase to which this
Terms Schedule relates are as follows:
Section 1.1
Closing Date for this Purchase: December 22, 1994
Cut-Off Date for this Purchase: December 19, 1994
Prepayment Amount for this Purchase: $17,245,175.08
Settlement Date for this Purchase means, in respect of the first
Settlement Period, January 31, 1995 and thereafter, the last Business
Day of the calendar month following such Settlement Period.
Settlement Period for this Purchase means, initially, the period from
the Cut-Off Date to and including January 6, 1995, thereafter, the
period from January 7, 1995 to January 31, 1995 inclusive, and
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 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.
Section 4.1(2)(d)
Financial Advisory Fee: $0
Section 4.1(2)(d)
Structuring Fee: $8,622.59
Section 5.1(o)
Used Vehicle Rate Percentage: 26.2%
(2) Terms specific to the Transaction to which this Terms Schedule (and
all Related Terms Schedules, if any) relates are as follows:
Section 1.1
Concentration Limit Percentage: 0.30%
Deferred Purchase Account Number: 0352515-01
Required APR Amount: 11.165%
Required Deferred Amount Floor: $285,813.27
Required Reserve Floor: $3,429,759.24
Reserve Rate: 6.0%
Section 2.5(2)
Program Fee: 0.295%
4. Hedging Agreements.
(a) Pursuant to the ISDA Master Agreement dated as of November 29,
1994 between the Purchaser and Chrysler Financial, the terms of
the interest rate cap reflected in the Confirmation between the
Purchaser and Chrysler Financial dated December 2, 1994 shall be
amended to provide that the Cap Rate as referred to therein shall
be 9.12% and the Notional Amount shall be $142,906,635.16. The
Fixed Amount shall be increased by $134,000, such increase to be
paid at the Closing Date.
(b) Pursuant to the ISDA Master Agreement dated as of December 15,
1993 between the Seller and Chrysler Financial, the terms of the
interest rate floor reflected in the Confirmation between the
Seller and Chrysler Financial dated December 2, 1994 shall be
amended to provide that the Floor Rate shall be 5.12% and the
Notional Amount shall be 142,906,635.16. The Fixed Amount shall
be increased, by $7,000, such increase to be paid at the Closing
Date.
IN WITNESS WHEREOF the parties have executed this Terms Schedule to
evidence their agreement hereto as of the 22nd day of December, 1994.
CHRYSLER CREDIT CANADA LTD., as Seller and
Collector
By: "DAVID H. OLSEN"
-------------------------------------
CORE TRUST, as Purchaser, by its Servicing
Agent, TORONTO DOMINION SECURITIES INC.
By: "W.C. ARCHIBALD"
-------------------------------------
CHRYSLER FINANCIAL CORPORATION, as
Performance Guarantor
By: "DAVID H. OLSEN"
-------------------------------------
Exhibit 10-III
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made as of December 14, 1994, between
CHRYSLER CAPITAL INCOME PARTNERS, L.P., a Delaware Limited Partnership
("Seller"), and First Union Commercial Corporation, a North Carolina
corporation ("Buyer").
Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, certain assets of Seller, on the terms and conditions set forth in
this Agreement.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. The following terms have the meanings specified
in this Article 1 for all purposes of this Agreement.
"AAR" means the Association of American Railroads.
"AAR Certificate of Sale" means AAR Form 88-C-5-1, Record of
Certification of Other than New Railcars Sold for Use in Interchange
Service substantially in the form of Exhibit A.
"Affiliate" means, as to any specified Person, any other Person which,
directly or indirectly, controls, is controlled by or is under common
control with, such specified Person. For the purposes of this definition,
"control" means the possession of the power to direct or cause the
direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise.
"Agreement" means this Asset Purchase Agreement, including all
Exhibits and Schedules hereto.
"Assets" means the assets, which shall consist of the Contracts,
Leases, Railcars and Records to be acquired by Buyer pursuant to and in
accordance with this Agreement.
"Closing" means the completion of the purchase of the Assets and the
assumption of the Assumed Obligations by Buyer.
"Closing Date" means the date and time at which the Closing occurs.
"Consent" means the consent or approval of any Person which is
required in order for Seller to transfer its right, title and interest in,
to and under, as applicable, any Asset to Buyer as contemplated by this
Agreement.
"Contracts" means the (i) Railcar Management Agreement, made as of
December 1, 1987, between Chrysler Rail Transportation Corporation
("CRTC"), as Owner, and Greenbrier Leasing Corporation, as Manager, to the
extent it relates to Railcars, (ii) letter agreement, dated December 31,
1993, between Interail, Inc. and CRTC to the extent it relates to Railcars,
and (iii) First Union Agreement.
"Destroyed Railcar" or "Destroyed Railcars" means one or more than one
Railcar that is destroyed, irretrievably lost, or damaged beyond repair
prior to the Closing.
"Effective Time" means 11:59 p.m. New York City time on the later to
occur of (i) December 31, 1994 and (ii) the day immediately prior to the
Closing Date, provided, however, that with respect to this clause (ii) if
the Closing Date is the last calendar day of the month, then "Effective
Time" shall mean 11:59 p.m. New York City time on the Closing Date.
"First Union Agreement" means the Security Agreement, dated June 8,
1993, between Buyer and Seller and the other agreements and documents
related thereto, including the Note.
"General Partner" means Chrysler Capital Fund Management Corporation,
a Delaware corporation and the general partner of Seller.
"GE Rail" means General Electric Railcar Leasing Services Corporation,
a Delaware corporation.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
"Lease" or "Leases" means, respectively, one or more than one of the
lease agreements, usage or other agreements or contracts with respect to
the employment of Railcars listed on Schedule 2 (as such Schedule may be
amended in accordance with this Agreement), including all master lease
agreements, schedules, riders, amendments, additions, addenda or
modifications thereto, to the extent the foregoing relate to the Railcars.
"Lessee" means a lessee or sublessee under a Lease.
"Limited Partners' Approval" means the affirmative vote of a majority
in interest of the limited partners of Seller in favor of the sale (subject
to certain terms and conditions) by the General Partner, in the name and on
behalf of Seller, of all or substantially all of the assets of Seller.
"Note" means the promissory note of Seller, dated June 8, 1993, in the
original principal amount of $800,000, issued to Buyer pursuant to the
Security Agreement identified in the definition of "First Union Agreement."
"Permitted Liens" means (i) mechanics', carriers', materialmens' and
other similar liens arising or incurred in the ordinary course of business,
(ii) liens for Taxes not yet due and payable (or due but payable without
penalty) or that are being contested in good faith, (iii) liens arising or
resulting from any action taken by Buyer or any of its Affiliates, (iv)
liens created by or arising out of any Contract (including any lease or
sublease entered into by the manager under any management agreement
relating to the Railcars), (v) liens created by, arising out of or
specifically permitted by this Agreement or any Lease, and (vi) liens
identified in the Disclosure Schedule that will be released at the Closing.
"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or
political subdivision thereof.
"Railcar" or "Railcars" means, respectively, one or more than one of
the railcars listed on Schedule 1.
"Records" means (i) all Certificates of Construction, R-1 Forms,
Drawings of General Arrangement, maintenance records and UMLER records
relating to the Railcars in the possession or control of Seller, and (ii)
copies of all property tax bills, reports or renditions relating to the
Railcars in the possession or control of Seller for calendar year 1994.
"Seller's knowledge" means the actual knowledge, without independent
investigation, of any of the executive officers of the General Partner.
"Taxes" means all taxes, charges, fees, levies, imposts, duties and
other assessments imposed by any federal, state, local, or foreign
governmental authority, including, without limitation, any income, gross
receipts, sales, use, ad valorem, value-added, franchise, registration,
title, license, capital, paid-up capital, profits, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, real property,
or personal property tax, together with any interest, penalties, or
additions to tax.
"UMLER" means that certain industry-wide record system known as the
Universal Machine Language Equipment Register.
1.2 Article, Section, Exhibit and Schedule References. References to
"Articles," "Sections," "Exhibits" and "Schedules" shall be to Articles,
Sections, Exhibits and Schedules, respectively, of or to this Agreement, as
the case may be, unless otherwise specifically provided.
1.3 Singulars and Plurals. Any of the terms defined in Section 1.1
or elsewhere in this Agreement may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference.
ARTICLE 2
PURCHASE OF ASSETS AND CLOSING
2.1 Transfer of Assets. On the terms and subject to the conditions
set forth in this Agreement, Seller shall sell, assign, convey or otherwise
transfer to Buyer, without recourse, representation or warranty and Buyer
shall purchase and acquire, on the Closing Date:
(a) All of the right, title and interest of Seller in and to the
Railcars;
(b) All of the right and interest of Seller as a lessor of
Railcars under the Leases;
(c) All of the right and interest of Seller and CRTC under the
Contracts; and
(d) All of the right, title and interest of Seller in and to the
Records.
2.2 Excluded Assets. Seller shall not sell, and Buyer shall not
acquire, any interest in:
(a) any of Seller's assets not described in Section 2.1,
including without limitation the following, (i) the names "Chrysler" and
"Chrysler Capital Income Partners" or any logo or variation of any thereof,
or any right to use the foregoing, (ii) the goodwill of Seller or any of
Seller's Affiliates and (iii) duplicate copies of the Records;
(b) any amounts owed or payable to Seller or CRTC with respect
to the Railcars (other than Destroyed Railcars), Contracts or Leases which
are attributable to the period up to the Effective Time (whether due from
any Lessees, managers, marks owners, carriers or other third parties or
other Persons); and
(c) any claim or right which Seller or CRTC has or may have the
right to assert against any Person under any Contract, Lease or otherwise
(including under any insurance contract or manufacturer's or repairman's
warranty), insofar as such claim or right relates to assets not purchased
by Buyer or obligations or liabilities not assumed by Buyer.
2.3 Purchase Price.
(a) Buyer shall pay to Seller for the Assets (i) forty-two
million dollars ($42,000,000) if the Closing occurs on or before December
31, 1994, or (ii) forty-one million five hundred thousand dollars
($41,500,000) if the Closing occurs after December 31, 1994 (the "Purchase
Price"), in each case subject to adjustment as set forth in Section 2.3(b).
(b) The Purchase Price shall be reduced by an amount equal to
the outstanding principal amount of the Note plus accrued and unpaid
interest thereon, in each case, as of the Effective Time. In accordance
with the terms and conditions of this Agreement, at Closing Buyer shall pay
to Seller the Purchase Price (as so adjusted) in cash by wire transfer of
immediately available funds in accordance with the wire transfer
instructions delivered to Buyer from Seller at least one business day prior
to Closing. The wire transfer instructions shall include a calculation of
the amount to be paid by Buyer at the Closing, which calculation shall be
made in accordance with this Section 2.3.
2.4 Compensation for Destroyed Railcars. Buyer agrees that there
shall not be any adjustment to the Purchase Price in the event any Railcar
is a Destroyed Railcar and further agrees that its sole compensation for
the acquisition of any Railcar which is a Destroyed Railcar shall be the
amount payable by the lessee of such Railcar to Buyer in respect of such
Destroyed Railcar under the rules of the AAR or, if applicable, the amount
payable to any owner under any Lease relating to such Destroyed Railcar.
2.5 Assumption of Obligations. Subject to the terms and conditions
of this Agreement (including, without limitation, the allocation of
expenses set forth in Section 2.6), on the Closing Date Buyer shall assume
and thereafter perform and discharge:
(a) all liabilities, obligations and duties of Seller incurred,
accrued, arising or to be performed on or after the Closing Date under the
Leases;
(b) all liabilities, obligations and duties of Seller or CRTC
incurred, accrued, arising or to be performed on or after the Closing Date
under the Contracts and the agreements identified in clauses (ii) and (iii)
of Section 3.3 of the Disclosure Schedule; and
(c) all other liabilities, obligations and duties (and asserted
liabilities, obligations or duties), whether fixed or contingent, of Seller
accruing on or after the Closing Date, in any way associated with, related
to or arising out of, the Assets (collectively, the "Assumed Obligations").
2.6 Allocation of Revenues and Expenses.
(a) Subject to Sections 2.4 and 10.2, all revenues or expenses
relating to the Assets allocable to the period prior to and at the
Effective Time shall be for the account of Seller. All revenues or
expenses relating to the Assets allocable to the period after the Effective
Time shall be allocable to the Buyer. Except for the items governed by
Sections 2.4 and 2.6(b), revenues from the Assets shall be allocated to
the period in which they were earned (whether or not billed during such
period) and expenses paid or payable with respect to the Assets shall be
allocated to the period in which the event giving rise to such expenses
occurred (whether or not such expenses were paid or payable during such
period); provided, however, that any expenses arising out of the Note for
which Buyer has received a reduction in the amount payable at the Closing
pursuant to Section 2.3(b) shall be allocable to Buyer. If the Closing
occurs other than on the first day or the last day of the month and other
than in the month of December 1994, then revenues will be deemed to be
earned on a daily basis with revenues for the entire month earned on a pro
rata basis on each day of the month. For example, if the Closing occurred
on January 10, 1995, then the revenues allocated to the month of January
for the period prior to and at the Effective Time would be calculated by
multiplying the total revenues for the month of January by 9/31 and the
revenues allocated to the month of January for the period after the
Effective Time would be calculated by multiplying the total revenues for
the month of January by 22/31. If the Closing occurs during the month of
December 1994 or on the last day of any month, all of the revenues for the
entire month will be allocable to Seller. If the Closing occurs on the
first day of any month, all of the revenues for such entire month will be
allocable to Buyer.
(b) The following items of revenue or expense shall be governed
by the special allocation rules set forth in the remainder of this Section
2.6(b).
(i) Personal property taxes with respect to the Railcars
shall be allocated on a daily basis. All such taxes relating to the period
ending at the Effective Time shall be allocable to the account of Seller,
and the taxes relating to subsequent periods shall be allocable to the
account of Buyer.
(ii) Security deposits or prepayments which function as the
equivalent of security deposits, if any, received by Seller from Lessees
under the Leases prior to the Effective Time, which have not been refunded
or properly applied prior to the Effective Time, shall be allocable to the
account of Buyer.
(iii) The amount of any costs and expenses associated with
repairs to Railcars undergoing repairs at the Effective Time shall be
prorated between Buyer and Seller based upon the total number of days that
each such Railcar is in the repair shop with Seller being allocated for
that portion attributable to the total number of days such Railcar was in
the repair facility for such repairs before and at the Effective Time and
Buyer being allocated for that portion attributable to the total number of
days such Railcar was in the repair facility for such repairs after the
Effective Time.
(c) If Seller or Buyer shall make or has made any payment or
payments with respect to the Assets, and any portion of said payment or
payments is in satisfaction of a liability or expense that is, in
accordance with the terms hereof, properly payable by the other, the party
making such payment will be promptly reimbursed by the other upon receipt
of notice of such payment having been made. If Seller or Buyer shall
receive any payments with respect to the Assets and the other party is
entitled under this Agreement to receive such payment, the party receiving
such payment shall promptly deliver such payment to the other party. The
parties shall cooperate with each other to effect any such reimbursements
and payments, and to cause a preliminary accounting with respect to any
amounts then owed under Section 2.6 to be prepared:
(i) for the period terminating with the last day of the
first full calendar month after the Closing Date, on the last day of the
second full month following the Closing, and
(ii) thereafter on the last day of each month with respect
to payments made or received during the prior month for each month
commencing with the second full calendar month following the Closing and
ending with the sixth full calendar month following the Closing.
2.7 Closing. Unless the parties shall agree in writing upon a
different location, time or date, the Closing shall take place at the
offices of Hughes Hubbard & Reed, 1 Battery Park Plaza, New York, New York,
at 10:00 A.M. on December 30, 1994, or such later date, not later than
March 31, 1995, which is not earlier than three nor later than six business
days following the first day after the parties' determination that all
conditions to their respective obligations hereunder have been satisfied or
waived (other than those requiring the delivery of a certificate or other
document, or the taking of other action, at the Closing); provided,
however, that at the option of Seller, the Closing Date may be any date
which is not later than the last calendar day of the month in which the
parties determine that all conditions to their respective obligations
hereunder have been satisfied or waived (other than those requiring the
delivery of a certificate or document or the taking of other action at the
Closing). If on any date set for the Closing pursuant to the prior
sentence or to this sentence the Closing is not consummated because all of
the conditions to the parties' obligations have not been satisfied or
waived, Seller and Buyer shall mutually agree to a new date for the Closing
in accordance with such prior sentence.
2.8 Deliveries at Closing.
(a) At the Closing, Seller shall deliver to Buyer (i) such bills
of sale, endorsements, and instruments of conveyance, transfer and
assignment as are necessary to transfer to Buyer all of the right, title
and interest of Seller in and to the Assets in accordance with this
Agreement and (ii) all other instruments and documents which are expressly
required pursuant to this Agreement to be executed and delivered by Seller
at the Closing.
(b) At Closing, Buyer shall deliver to Seller (i) the Purchase
Price (as adjusted pursuant to Section 2.3(b)), (ii) such assumptions or
other instruments necessary or appropriate to effect Buyer's assumption of
the Assumed Obligations, and (iii) all other instruments and documents
which are expressly required pursuant to this Agreement to be executed and
delivered by Buyer at the Closing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
IT IS THE INTENT AND AGREEMENT OF THE PARTIES HERETO THAT THE ASSETS
ARE BEING SOLD ON AN "AS IS", "WHERE IS", "WITH ALL FAULTS" BASIS AND
WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY PROVIDED IN
THIS ARTICLE 3 WHICH REPRESENTATIONS AND WARRANTIES SHALL NOT SURVIVE THE
CLOSING. Subject to the foregoing and to the provisions of Article 8,
Seller hereby represents and warrants to Buyer that, except as set forth on
the Disclosure Schedule (which Disclosure Schedule shall be divided by, and
its entries shall clearly refer to, the Section of this Agreement to which
a particular entry relates, provided, however, that any item disclosed in
any section of the Disclosure Schedule shall be deemed disclosed in all
applicable sections of the Disclosure Schedule):
3.1 Corporate Status. Seller is a limited partnership validly
existing under the laws of the State of Delaware. Seller has the
partnership power and authority under the Delaware Revised Uniform Limited
Partnership Act to own and lease the Assets owned or leased by it.
3.2 Authority; Binding Effect. Seller has the partnership power and
authority under the Delaware Revised Uniform Limited Partnership Act to
execute and deliver this Agreement. Assuming that the Limited Partners'
Approval is obtained prior to the Closing, Seller will have the partnership
power and authority to execute and deliver the other instruments and
agreements required or contemplated herein to be executed and delivered by
it at the Closing (such other instruments and agreements, the "Ancillary
Agreements"), to perform its obligations hereunder and thereunder, and to
consummate the transactions provided for hereby and thereby. Other than
the Limited Partners' Approval, all partnership action of Seller necessary
for the making and performance of this Agreement and the Ancillary
Agreements by Seller has been duly taken. Assuming that the Limited
Partners' Approval is obtained prior to the Closing, the execution,
delivery and performance of this Agreement and the Ancillary Agreements by
Seller, and the consummation by Seller of the transactions contemplated
hereby and thereby, do not and will not (i) (A) contravene any provisions
of the Certificate of Limited Partnership or the Agreement of Limited
Partnership of Seller, (B) assuming that the Consents set forth in the
Disclosure Schedule are obtained, result in any material breach of or
material default (or an event which, with notice or lapse of time or both,
would constitute a material default) under, or the cancellation of, or the
creation of any lien (other than Permitted Liens) under, any material
Lease, (C) assuming that the Consents set forth in the Disclosure Schedule
are obtained, result in any material breach of or material default (or an
event which, with notice or lapse of time or both, would constitute a
material default) under, or the cancellation of, or the creation of any
lien (other than Permitted Liens) under any other material mortgage,
indenture, contract, agreement or other instrument to which Seller is a
party except for such breaches, defaults, cancellations or liens which
would not materially adversely affect the Assets or Seller's ability to
perform its obligations hereunder, or (D) result in any violation by Seller
of any law, rule or regulation applicable to it which violation would
materially adversely affect the Assets or Seller's ability to perform its
obligations hereunder, (ii) result in any violation by Seller of any
judgment, injunction or decree of any court or governmental authority
applicable to Seller which violation would materially adversely affect
Seller's ability to perform its obligations hereunder, or (iii) require any
consent or approval of, notice to or filing, registration or qualification
with, the AAR or any governmental authority (a "Filing") to be made or
obtained by Seller except for (A) Filings under the HSR Act, (B) Filings
that may be required to be made with the AAR and Interstate Commerce
Commission, (C) UCC-3 termination statements, (D) state or local tax
Filings, (E) any Filings that may be required to be made as a result of the
specific regulatory status of Buyer or as a result of any other facts that
relate to the business or activities in which Buyer is or proposes to be
engaged, and (F) Filings the failure of which to make or obtain would not
have a material adverse effect on Seller's ability to perform its
obligations hereunder. This Agreement has been duly executed and delivered
by Seller and, assuming that the Limited Partners' Approval is obtained
prior to the Closing, the Ancillary Agreements will be duly executed and
delivered by Seller at the Closing. Assuming that the Limited Partners'
Approval is obtained prior to the Closing, this Agreement constitutes, and
at the Closing each of the Ancillary Agreements will constitute, the valid
and binding obligations of Seller, enforceable against Seller in accordance
with their terms, except that such enforcement may be limited by any
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other laws (whether statutory, regulatory or decisional), now or hereafter
in effect, relating to or affecting the rights of creditors generally or by
equitable principles (regardless of whether considered in a proceeding at
law or in equity).
3.3 Consents From Third Parties. The Disclosure Schedule sets forth
all Consents required to be obtained by Seller under the Leases and
Contracts for the consummation by Seller of the transactions contemplated
by this Agreement.
3.4 Title to Equipment. Seller has good and valid title to all of
the Assets free and clear of all liens, security interests and other
similar encumbrances other than Permitted Liens.
3.5 Accuracy of Asset Schedules. Schedule 1 sets forth a list of all
Railcars and reporting marks thereon, which list is correct and complete in
all material respects. Schedule 2 sets forth a list of all Leases,
including the name of the Lessee and the number of Railcars covered, which
list is correct and complete in all material respects. There are no
material agreements relating to the Assumed Obligations that have not been
disclosed to Buyer or of which Buyer is otherwise unaware.
3.6 Obligations of Seller Under Lease. To Seller's knowledge, Seller
or CRTC, as applicable, has performed in all material respects under each
of the Leases and the Contracts. To Seller's knowledge, Seller or CRTC, as
applicable, is not in material breach of any covenant, obligation, duty or
condition to be performed or observed by it under any such Lease or
Contract, and no condition exists which, with notice or lapse of time or
both, would constitute a material default thereunder.
3.7 Obligations of Lessees Under Leases. To Seller's knowledge, each
of the Leases and the Contracts is valid, binding and enforceable against
each Lessee or other party thereto, in the case of each Contract, in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and to general equity principles
(including limitations on the availability of specific performance or other
equitable remedies). To Seller's knowledge, the Lessee under each Lease or
other party, in the case of each Contract, has performed in all material
respects under such Lease or Contract, as applicable, and is not in
material breach of any covenant, obligation, duty or condition to be
performed or observed by it under such Lease or Contract, as applicable,
nor does any condition exist which, with notice or lapse of time or both,
would constitute a material default thereunder.
3.8 Compliance with Law. To Seller's knowledge, Seller has complied
in all material respects with all governmental laws, rules and regulations
applicable to the Assets.
3.9 Litigation. To Seller's knowledge, there is no material action,
suit, formal governmental investigation or other proceeding pending or
threatened against Seller, at law or in equity, before any federal, state
or municipal court, administrative agency or arbitrator which materially
adversely affects the Assets or the Assumed Obligations and is reasonably
likely to be adversely determined in a manner which would be material to
the Assets, or which would materially impair Seller's ability to perform
this Agreement or the Ancillary Agreements.
3.10 Brokers. There is no broker or finder or other Person who has
any valid claim against any of the parties to this Agreement for a
commission or brokerage fee or the like in connection with this Agreement
or the transactions contemplated hereby as a result of any agreement of or
action taken by Seller or any of its Affiliates other than Duff & Phelps
Capital Markets Co., whose fees will be paid by Seller.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:
4.1 Corporate Status. Buyer is a corporation validly existing and in
good standing under the laws of the State of North Carolina. Buyer has the
corporate power and corporate authority to own or lease its properties and
assets and the Assets that it will acquire at the Closing.
4.2 Authority; Binding Effect. Buyer has the corporate power and
corporate authority to execute and deliver this Agreement and the other
instruments and agreements required or contemplated hereby to be executed
and delivered by it at the Closing, to perform its obligations hereunder
and thereunder and to consummate the transactions provided for hereby and
thereby, and all corporate action of Buyer necessary for the making and
performance of this Agreement and such other instruments and agreements by
Buyer has been duly taken. The execution, delivery and performance of this
Agreement and such other instruments and agreements by Buyer, and the
consummation by Buyer of the transactions contemplated hereby and thereby,
do not and will not (i)(A) contravene any provisions of the Articles of
Incorporation or By-laws of Buyer, (B) result in any material breach of or
material default (or an event which, with notice or lapse of time or both,
would constitute a material default) under, or the cancellation of, or the
creation of any lien under any material mortgage, indenture, contract,
agreement or other instrument to which Buyer is a party except for such
breaches, defaults, cancellations or liens which would not materially
adversely affect Buyer's ability to perform its obligations hereunder, or
(C) result in any violation by Buyer of any law, rule or regulation
applicable to Buyer which violation would materially adversely affect
Buyer's ability to perform its obligations hereunder, (ii) result in any
violation by Buyer of any judgment, injunction or decree of any court or
governmental authority applicable to Buyer which violation would materially
adversely affect Buyer's ability to perform its obligations hereunder or
(iii) require any Filing to be made or obtained by Buyer except for (A)
Filings under the HSR Act, (B) state or local sales tax Filings, or (C)
Filings the failure of which to make or obtain would not have a material
adverse effect on Buyer's ability to perform its obligations hereunder.
This Agreement has been duly executed and delivered by Buyer and the other
instruments and agreements required or contemplated hereby to be executed
and delivered by Buyer at the Closing will be duly executed and delivered
by Buyer at the Closing. This Agreement constitutes, and at the Closing
each of such other instruments and agreements will constitute, the valid
and binding obligations of Buyer enforceable against Buyer in accordance
with their terms, except that such enforcement may be limited by any
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other laws (whether statutory, regulatory or decisional), now or hereafter
in effect, relating to or affecting the rights of creditors generally or by
equitable principles (regardless of whether considered in a proceeding at
law or in equity).
4.3 Brokers. There is no broker or finder or other Person who has
any valid claim against any of the parties to this Agreement for a
commission or brokerage fee or the like in connection with this Agreement
or the transactions contemplated hereby as a result of any agreement of or
action taken by Buyer or any of its Affiliates.
4.4 Litigation. There is no material action, suit, formal
governmental investigation or other proceeding pending or, to Buyer's
knowledge, threatened against Buyer, at law or in equity, before any
federal, state or municipal court, administrative agency or arbitrator
which if adversely determined would materially impair Buyer's ability to
perform this Agreement or the other instruments and documents to be
executed and delivered by Buyer at the Closing.
ARTICLE 5
CONDITIONS TO BUYER'S OBLIGATIONS
The obligations of Buyer to purchase the Assets and assume the Assumed
Obligations are subject to the fulfillment, at or before the Closing, of
each of the following conditions, any one or more of which may be waived by
Buyer:
5.1 Representations, Warranties, Covenants. The representations and
warranties of Seller contained in Article 3 of this Agreement shall be true
and correct in all material respects as of the Closing Date as though such
representations and warranties were made as of the Closing Date. Seller
shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or
complied with by it at or prior to the Closing Date. Seller shall have
furnished Buyer with a certificate, dated the Closing Date and duly
executed on behalf of Seller by the acting President or any Vice President
of the General Partner, to the effect that the conditions set forth in this
Section 5.1 have been satisfied.
5.2 Limited Partners' Approval. Seller shall have obtained the
Limited Partners' Approval and such approval shall be in full force and
effect.
5.3 Proceedings. No party to this Agreement shall be subject to any
order, stay, injunction or decree of any court of competent jurisdiction in
the United States restraining or prohibiting the consummation of the
transactions contemplated hereby.
5.4 HSR Act. The waiting period (and any extension thereof) under
the HSR Act applicable to the sale of the Assets to Buyer hereunder shall
have expired or been terminated.
5.5 Bill of Sale and Assignment. Seller shall have delivered to
Buyer a Bill of Sale and Assignment, duly executed by Seller, in the form
attached to this Agreement as Exhibit B.
5.6 Instruments of Conveyance. Seller shall have duly executed and
delivered to Buyer any other assignments or other instruments of conveyance
with respect to the Assets reasonably determined necessary by Buyer and its
counsel.
5.7 Material Consents. Seller shall have obtained all required
Consents with respect to the Leases and Contracts which are designated with
an asterisk in Section 3.3 of the Disclosure Schedule.
ARTICLE 6
CONDITIONS TO SELLER'S OBLIGATIONS
The obligations of Seller to consummate the transfer of the Assets are
subject to the fulfillment, at or before the Closing, of each of the
following conditions, any one or more of which may be waived by Seller:
6.1 Representations, Warranties, Covenants. The representations and
warranties of Buyer contained in Article 4 of this Agreement shall be true
and correct in all material respects as of the Closing Date as though such
representations and warranties were made as of the Closing Date. Buyer
shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or
complied with by it at or prior to the Closing Date. Buyer shall have
furnished Seller with a certificate, dated the Closing Date and duly
executed on behalf of Buyer by the President or a Vice President of Buyer,
to the effect that the conditions set forth in this Section 6.1 have been
satisfied.
6.2 Limited Partners' Approval. Seller shall have obtained the
Limited Partners' Approval and such approval shall be in full force and
effect.
6.3 Proceedings. No party to this Agreement shall be subject to any
order, stay, injunction or decree of any court of competent jurisdiction in
the United States restraining or prohibiting the consummation of the
transactions contemplated hereby.
6.4 HSR Act. The waiting period (and any extension thereof) under
the HSR Act applicable to the sale of the Assets to Buyer hereunder shall
have expired or been terminated.
6.5 Assumption of Liabilities. Buyer shall have delivered to Seller
an Assumption of Liabilities duly executed by Buyer, in the form attached
to this Agreement as Exhibit C.
6.6 First Union Agreement. Buyer shall have delivered to Seller an
agreement (the "Wavier and Release"), duly executed by Buyer in form and
substance reasonably satisfactory to Seller, pursuant to which Buyer shall
waive all prerequisites and other conditions to the assignment of the First
Union Agreement and release and forever discharge Seller and the General
Partner from any and all obligations arising prior to, at or after the
Closing under the First Union Agreement.
ARTICLE 7
COVENANTS
7.1 Access to Facilities, Files and Records. At the reasonable
request of Buyer, and upon reasonable advance notice, Seller shall from
time to time prior to the Closing give or cause to be given to the
officers, employees, accountants, counsel and other authorized
representatives of Buyer (collectively, "Buyer's Representatives") (i) full
access during the normal business hours to the Contracts, Leases and
Records and (ii) all such other information otherwise exclusively
concerning the Assets as Buyer may reasonably request. Buyer shall conduct
its investigation in a manner designed to avoid any unreasonable
interference with the operations of Seller or GE Rail. All information
provided to Buyer or Buyer's Representatives pursuant to this Agreement
shall be subject to the terms of the Confidentiality Agreement dated
October 14, 1994 between Seller and Buyer.
7.2 Notice of Proceedings; Agreement to Defend.
(a) Each party to this Agreement will notify the other promptly
in writing upon (i) such party's becoming aware of any order, judgment or
decree restraining or enjoining the consummation of this Agreement or the
transactions contemplated hereby or any complaint seeking such an order,
judgment or decree or (ii) such party's receiving any notice from any
governmental authority of its intention (A) to institute an investigation
into, or institute a suit or proceeding to restrain or enjoin, the
consummation of this Agreement or the transactions contemplated hereby or
(B) to nullify or render ineffective this Agreement or such transactions if
consummated.
(b) In the event any Person brings a suit or claim, or commences
an action, investigation or other proceeding, which either challenges the
validity or legality of this Agreement or the transactions contemplated by
this Agreement or any instrument or document contemplated hereby, or seeks
damages in connection with such transactions, the parties agree to consult
and to cooperate with each other and use all reasonable efforts to defend
against such suit, claim, action, investigation or other proceeding and, in
the event an injunction or other order is issued in connection with any of
the foregoing, to use all reasonable efforts to have such injunction lifted
or such order set aside so that the transactions contemplated by this
Agreement and the instruments and documents contemplated hereby may
proceed.
7.3 Consummation of Agreement. Subject to the provisions of Article
9 of this Agreement, Buyer and Seller shall use all reasonable efforts to
fulfill and perform all conditions and obligations on their respective
parts to be fulfilled and performed under this Agreement, and to cause the
transactions contemplated by this Agreement to be fully carried out.
7.4 Consents and Filings. Buyer and Seller shall give or cause to be
given all required notices and use all reasonable efforts to obtain as soon
as possible all licenses, permits, consents, approvals, authorizations,
qualifications and orders of governmental authorities as may be required or
desired in order to enable Seller and Buyer to perform their respective
obligations under this Agreement. Each of Buyer and Seller shall file a
Notification and Report Form in accordance with the HSR Act as soon as
practicable after the date hereof but in no event later than January 3,
1995, and shall take all actions reasonably required under the HSR Act to
obtain the earliest possible expiration or termination of the waiting
period required in connection with the HSR Act. Buyer and Seller shall
take such action as may be reasonably necessary to prepare the AAR
Certificates of Sale which shall be filed by Buyer with the AAR upon
Closing. Buyer acknowledges and agrees that the making by Seller of any
certification to the AAR under Rule 88 or in any AAR Certificate of Sale
shall not be deemed to constitute any representation or warranty whatsoever
to Buyer with respect to the Railcars.
7.5 Release of Certain Obligations. Seller and Buyer shall each use
all reasonable efforts to obtain the complete release and discharge of
Seller and its Affiliates from all obligations and liabilities of such
Persons (whether as principal, guarantor or otherwise) with respect to the
Assumed Obligations and any related agreements by duly executed instruments
in form and substance reasonably satisfactory to Seller, by the Closing
Date.
7.6 Contest of Taxes. Following the Closing, Buyer shall give Seller
prompt notice, including a copy of the relevant portion, of any notice
(including, for purposes of this Section, any tax bill, assessment,
proposed revision or other similar document) that Buyer receives respecting
or relating to the payment of property or sales taxes on the Railcars
relating to any period that ends at or prior to the Effective Time, and
shall allow Seller to respond to such notice, and to contest, negotiate or
otherwise settle any claims made by a taxing authority for such taxes.
Seller shall give Buyer notice of, including a copy of the relevant portion
of, any notice that Seller receives respecting or relating to the payment
of property or sales taxes on the Railcars relating to any period that
commences subsequent to the Effective Time, and shall allow Buyer to
respond to such notice, and to contest, negotiate or otherwise settle any
claims made by a taxing authority for such taxes. Each of Buyer and Seller
shall give to the other prompt notice of, including a copy of the relevant
portion of, any notice that it receives respecting or relating to the
payment of property or sales taxes on the Railcars relating to a period
that includes but does not end at the Effective Time ("Joint Obligation
Period"). The party which, pursuant to this Agreement, would pay the
larger portion of the amounts asserted under a Joint Obligation Period
notice shall have the right to respond to any such notice and to contest,
negotiate or otherwise settle any claims made by a taxing authority for
taxes under such notice; provided, however, that (a) where a notice covers
both Railcars and other property and applicable procedures permit separate
protests or proceedings with respect to separate items of property on such
notice, the right to respond to and to contest such notice with respect to
the Railcars shall be determined as if separate notices had been received
with respect to the Railcars and such other property, and (b) the party
with the right to contest, negotiate or otherwise settle any Joint
Obligation Period notice shall consult with the other party prior to taking
any action or permitting any right to lapse through inaction, and shall
otherwise take reasonable steps to keep the other party informed of any
proceedings involving such Joint Obligation Period notice.
7.7 Records. Seller shall deliver to Buyer the Records as promptly
as practicable, but in no event later than 60 days after the Closing Date.
Seller shall have no liability to Buyer for failure to deliver any Record
to Buyer unless and to the extent Buyer is actually damaged thereby.
7.8 First Union Agreement. At the Closing, Buyer shall deliver to
Seller the Waiver and Release, duly executed by Buyer in form and substance
reasonably satisfactory to Seller.
ARTICLE 8
SURVIVAL
Survival. None of the representations and warranties, and, except as
provided in the following sentence of this Section 8.1, none of the
covenants and agreements of the parties contained in this Agreement, or in
any schedule or any certificate, document or other instrument delivered in
connection herewith, shall survive the Closing and no action or claim with
respect thereto may be brought after the Closing Date. Those covenants or
agreements that expressly contemplate actions to be taken or obligations in
effect after the Closing shall survive in accordance with their terms.
ARTICLE 9
TERMINATION
9.1 Mutual Agreement. This Agreement may be terminated at any time
prior to the Closing by the written agreement of Seller and Buyer.
9.2 Unilateral Termination. This Agreement may be terminated by
Buyer or Seller giving notice of termination to the other at any time after
March 31, 1995, if the Closing has not occurred by that date.
9.3 Effect of Termination. Except for the terms of Sections 10.2 and
10.9 hereof, which shall survive any termination of this Agreement, upon
the termination of this Agreement pursuant to this Article 9, this
Agreement shall forthwith become null and void, and no party hereto or any
of its partners, officers, directors, employees, agents, consultants,
stockholders or principals shall have any rights, liabilities or
obligations hereunder or with respect hereto; provided, however, that
nothing contained in this Article 9 shall relieve any party from liability
for any willful failure to comply with any covenant or agreement contained
herein.
ARTICLE 10
MISCELLANEOUS
10.1 Exclusivity of Representations; Reliance on Representations. (a)
THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT (WHICH
EXPIRE AT THE CLOSING) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER
REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY
OTHER IMPLIED WARRANTIES OF SELLER. SELLER HEREBY DISCLAIMS ANY SUCH OTHER
OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR
DISCLOSURE TO BUYER OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING,
WITHOUT LIMITATION, THE CONFIDENTIAL MEMORANDUM, DATED OCTOBER 1994), BY
SELLER OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(b) Buyer represents to Seller that in making its decision to
enter into this Agreement and purchase the Assets, it is not relying on any
information provided or statements made by Seller, the General Partner or
any of their respective agents, representatives, employees or Affiliates
other than the specific representations and warranties made by Seller in
this Agreement.
10.2 Expenses. Except as expressly contemplated by this Agreement,
each party hereto shall bear all of its expenses incurred in connection
with the transactions contemplated by this Agreement, including, without
limitation, accounting and legal fees incurred in connection herewith.
Buyer shall be exclusively responsible for, and shall indemnify and hold
Seller harmless against, and Seller shall have no liability or
responsibility for, (i) any sales, use, transfer, stamp, documentary,
recording, registration or similar Taxes arising from the transfer of the
Assets to Buyer or any subsequent use or rental of the Assets by Buyer and
(ii) any filing or recording fees in connection with the transfer of the
Assets to Buyer, but excluding UCC-3 filing fees which will be borne by
Seller.
10.3 Bulk Sales Laws. Buyer hereby waives compliance with the
provisions of any applicable bulk sales law.
10.4 Assignments. Buyer may not without the consent of Seller, and
Seller may not without the consent of Buyer, assign any of their respective
rights or delegate any of their respective duties hereunder, and any such
attempted assignment or delegation without such consents shall be void;
provided, however, that after the Closing Date Seller shall be entitled to
assign all of its rights and obligations to any entity or trust that may be
established in connection with the winding up, liquidation or dissolution
of Seller and the General Partner (it being understood and agreed that
Seller and the General Partner intend to dissolve and to wind-up and
liquidate promptly following the consummation of the transactions
contemplated hereby, and nothing herein is intended to or shall prohibit or
hinder such dissolution, winding-up and liquidation in any way).
10.5 Further Assurances.
(a) From time to time prior to, at and after the Closing Date,
each party hereto will execute all such instruments and take all such
actions as any other party, being advised by counsel, shall reasonably
request in connection with carrying out and effectuating the intent and
purpose hereof and all transactions and things contemplated by this
Agreement, including, without limitation, the execution and delivery of any
and all confirmatory and other instruments in addition to those to be
delivered on the Closing Date, and any and all actions which may reasonably
be necessary or desirable to complete the transactions contemplated hereby.
(b) Buyer acknowledges that Seller and the General Partner
intend to dissolve and to wind-up and liquidate their respective business
and affairs promptly following the Closing, and hereby covenants and agrees
that nothing herein is intended, and that it shall not take any action, to
impede, delay, frustrate or impair the ability of Seller and the General
Partner to dissolve, wind-up and liquidate or effect a similar termination
of their respective business and affairs.
10.6 Public Announcement. After this Agreement is fully executed,
neither Buyer nor Seller shall make any public announcement with respect to
the transactions contemplated hereby without the prior written consent of
the other party, which consent shall not be unreasonably withheld;
provided, however, that any party or its Affiliates may at any time make
any announcements which are required by applicable law, regulation or rule
or NASD or stock exchange requirements or which the board of directors of
such party believes in good faith to be so required, so long as it notifies
the other party where practicable of such requirement and discusses with
the other party in good faith the wording of any such announcement.
10.7 Notices. Notices and other communications provided for herein
shall be in writing (which shall include notice by telex or facsimile
transmission) and shall be delivered or mailed (or if by telex, graphic
scanning or other facsimile communications equipment of the sending party
hereto, delivered by such equipment), addressed as follows:
If to Seller:
Chrysler Capital Income Partners, L.P.
225 High Ridge Road
Stamford, Connecticut 06905
Telecopier No.: (203) 975-3910
Attn: John W. James
with copies to:
Chrysler Capital Corporation
225 High Ridge Road
Stamford, Connecticut 06905
Telecopier No.: (203) 975-3910
Attn: Richard M. Cozart, Esq.
Hughes Hubbard & Reed
One Battery Park Plaza
New York, New York 10004
Telecopier No.: (212) 422-4726
Attn: Thomas G. Schueller, Esq.
If to Buyer:
First Union Rail
One O'Hare Centre
6250 River Road, Suite 3005
Rosemont, Illinois 60018
Telecopier No.: (708) 318-7588
Attn. Jack Thomas
with a copy to:
Moore & Van Allen
Nationsbank Corporate Center, 47th Floor
100 North Tryon Street
Charlotte, North Carolina 28202-4003
Telecopier No.: (704) 331-1159
Attn. Robert V. Baker, Esq.
or to such other address as a party may from time to time designate in
writing in accordance with this section. All notices and other
communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of
receipt, provided that any notice or communication that is received other
than during regular business hours of the recipient shall be deemed to have
been given at the opening of business on the next business day of the
recipient.
10.8 Captions. The captions of Articles and Sections of this
Agreement are for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this Agreement.
10.9 Law Governing.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF).
10.10 Waiver of Provisions. The terms, covenants, representations,
warranties and conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of any
party at any time or times to require performance of any provision of this
Agreement shall in no manner affect the right of such party at a later date
to enforce the same. No waiver by any party of any condition or the breach
of any provision, term, covenant, representation or warranty contained in
this Agreement, whether by conduct or otherwise, in any one or more
instances shall be deemed to be or construed as a further or continuing
waiver of any such condition or of the breach of any other provision, term,
covenant, representation, or warranty of this Agreement.
10.11 Counterparts. This Agreement may be executed in several
counterparts, and all counterparts so executed shall constitute one
agreement, binding on the parties hereto, notwithstanding that the parties
are not signatories to the same counterpart.
10.12 Entire Agreement; Amendment. This Agreement and the
Confidentiality Agreement dated October 14, 1994 between Buyer and Seller
constitute the entire agreement among the parties or their Affiliates with
respect to the matters contained herein and supersedes and cancels any and
all prior agreements relating to such matters between them and may not be
amended or modified except in a writing signed by Buyer and Seller.
10.13 Access to Books and Records. After the Closing Date, Buyer
shall, upon the request and at the expense of Seller in connection with the
preparation by Seller of tax returns and for such other purposes as Seller
shall reasonably request, (i) provide to the officers and other authorized
representatives of Seller full access, during normal business hours, to any
and all premises, properties, files, books, records, documents and other
information relating to the Assets, (ii) furnish to Seller and its
authorized representatives any and all financial, technical and operating
data and other information pertaining to the Assets, (iii) make available
to Seller and its authorized representatives personnel of Buyer to consult
with such persons and (iv) make available for inspection and copying by
Seller true and complete copies of any documents relating to the foregoing.
In exercising its rights under the foregoing provisions of this Section
10.13, Seller and its representatives shall not interfere with Buyer's
normal operations. Buyer shall retain the files, books, records and
documents relating to the Assets for at least seven years after the Closing
Date. Thereafter, Buyer shall give Seller or its assignee at least 45
business days' prior written notice of the proposed destruction of any such
files, books, records or documents and, at the request and expense of
Seller or its assignee shall deliver to such Person any of such files,
books, records or documents that such Person may reasonably request.
10.14 No Third Party Beneficiary. This Agreement is not intended
and shall not be construed to confer any rights or remedies hereunder upon
any Person other than the parties hereto and their permitted assigns and
the General Partner.
10.15 Non-Use of Name. From and after the Closing, Buyer shall
permanently refrain from using the name "Chrysler", "Chrysler Capital
Income Partners, L.P." or any variation thereof in any manner in connection
with the Assets.
10.16 Severability. If any provision of this Agreement is held to
be unenforceable for any reason, it shall be adjusted rather than voided,
if possible, in order to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent possible.
10.17 Delivery of Amended Schedules. At or prior to the Closing,
Seller shall have the right to deliver amended Schedules, including the
Disclosure Schedule, for review and either approval thereof or rejection
thereof by Buyer, which approval or rejection shall not be unreasonably
withheld or delayed; provided, however, that Schedule 2 may be amended
without the consent of Buyer to reflect Leases that expired or have been
terminated or entered into by Seller after the date of this Agreement in
the ordinary course of Seller's business. Any amended Schedules will be
delivered by Seller or GE Rail sufficiently in advance of the Closing Date,
and accompanied by such information as may be reasonably necessary, to
allow Buyer to review the amendments thereto. The inclusion of any items
in any Schedule shall not be deemed to constitute an admission by Seller or
Buyer, or otherwise imply, that any such amount or the items so included
are material for the purposes of this Agreement. The inclusion of, or
reference to, any item within any particular Schedule does not constitute
an admission by Seller or Buyer that such item meets any or all of the
criteria set forth in the Agreement for inclusion in such Schedule.
10.18 Insurance. Buyer acknowledges that all insurance policies
maintained by Seller or on behalf of Seller with respect to the Assets may
be terminated effective at any time after the Closing Date.
10.19 No Presumption. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation
against the party drafting or causing any instrument to be drafted.
10.20 Specific Performance. The parties to this Agreement recognize
that any breach of the terms of this Agreement by either party may give
rise to irreparable harm for which money damages would not be an adequate
remedy, and accordingly agree that, in addition to other remedies, each
party shall be entitled to enforce the terms of this Agreement by a decree
of specific performance without the necessity of proving the inadequacy as
a remedy of money damages.
10.21 Transition Assistance. Seller will use reasonable best
efforts prior to the Closing to assist Buyer in arranging with GE Rail for
the provision by GE Rail to Buyer of transitional services with respect to
the Assets for a period of time following the Closing.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year
first above written.
CHRYSLER CAPITAL INCOME PARTNERS, L.P.
By its General Partner
CHRYSLER CAPITAL FUND
MANAGEMENT CORPORATION
By: "John W. James"
-------------------------
Title: Vice President
FIRST UNION COMMERCIAL CORPORATION
By: "Paul W. Van Wie"
-------------------------
Title: Senior Vice President
Exhibit 10-JJJ
RECEIVABLES PURCHASE AGREEMENT
dated as of December 15, 1994
AMONG
PREMIER AUTO RECEIVABLES COMPANY,
AS PREMIER,
CHRYSLER FINANCIAL CORPORATION,
AS THE PERFORMANCE GUARANTOR,
CHRYSLER CREDIT CORPORATION,
INDIVIDUALLY AND AS THE SERVICER,
AND
ABN AMRO BANK N.V.,
AS THE AGENT
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS............................................. 1
Section 1.1. Defined Terms........................................... 1
ARTICLE II TRANSFER, PAYMENTS AND SETTLEMENTS...................... 7
Section 2.1. Agreement to Purchase and Sell.......................... 7
Section 2.2. Selection of Tranche Periods and Tranche Rates.......... 7
Section 2.3. Fees and Other Costs and Expenses....................... 7
Section 2.4. Payments................................................ 8
Section 2.5. Optional Repurchase..................................... 8
Section 2.6. Reduction of Commitment Amount.......................... 8
Section 2.7. Guarantee............................................... 8
ARTICLE III REPRESENTATIONS AND WARRANTIES.......................... 10
Section 3.1. Affiliated Entities' Representations and Warranties..... 10
Section 3.2. Receivables Representations and Warranties.............. 12
ARTICLE IV CONDITIONS PRECEDENT.................................... 14
Section 4.1. Conditions to Closing................................... 14
ARTICLE V COVENANTS............................................... 15
Section 5.1. Affirmative Covenants of Premier........................ 15
Section 5.2. Negative Covenants of Premier........................... 16
Section 5.3. Covenants of Premier, the Performance Guarantor and the
Servicer.............................................. 16
ARTICLE VI INDEMNIFICATION......................................... 18
Section 6.1. Indemnities............................................. 18
Section 6.2. Tax Indemnification and Characterization................ 19
Section 6.3. Increased Cost and Reduced Return....................... 20
Section 6.4. Other Costs and Expenses................................ 21
Section 6.5. Withholding Taxes....................................... 21
Section 6.6. Allocations............................................. 21
ARTICLE VII MISCELLANEOUS........................................... 22
Section 7.1. Term of Agreement....................................... 22
Section 7.2. Waivers; Amendments..................................... 22
Section 7.3. Notices................................................. 22
Section 7.4. Governing Law; Submission to Jurisdiction............... 22
Section 7.5. Further Assurances...................................... 23
Section 7.6. Waiver of Confidentiality............................... 23
Section 7.7. Confidentiality of Agreement............................ 23
Section 7.8. Limitation of Liability................................. 23
Section 7.9. Limitations Regarding Premier........................... 23
Section 7.10. Enforceability of Receivables........................... 24
Section 7.11. Third-Party Beneficiaries............................... 24
Section 7.12. Agreement to Generic Provisions and Standard
Provisions............................................ 24
Signature................................................................ 25
EXHIBITS DESCRIPTION
Exhibit A Location of Records
Exhibit B Form of Premier Opinion
Exhibit C Pricing Letter
SCHEDULES DESCRIPTION
Schedule I Generic Provisions
Schedule II Standard Provisions
Schedule III Receivables
<PAGE>
RECEIVABLES PURCHASE AGREEMENT
RECEIVABLES PURCHASE AGREEMENT, dated as of December 15, 1994, among the
Agent, the Performance Guarantor, CCC (individually and as the Servicer), and
Premier.
PRELIMINARY STATEMENTS
WHEREAS, the Agent desires to purchase a portfolio of receivables arising
in connection with automobile retail installment sale contracts generated by
Chrysler Credit Corporation in the ordinary course of business and sold to
Premier;
WHEREAS, Premier is willing to sell such receivables to the Purchasers
through the Agent; and
WHEREAS, the Servicer is willing to service such receivables pursuant to
the Servicing Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. The following terms shall have the meanings
set forth or referred to below:
"ABN AMRO" shall mean ABN AMRO Bank N.V., in its individual capacity and
not in its capacity as the Agent.
"Adverse Claim" shall mean, for any assets or properties of a Person, a
lien, security interest, charge, mortgage, pledge, hypothecation, assignment or
encumbrance, or any other right or claim, in, of or on such assets or
properties, except those in favor of the Agent.
"Affiliated Entities" shall mean CCC, the Performance Guarantor and
Premier.
"Agent" shall mean ABN AMRO Bank N.V., as agent for the Purchasers.
"Agent's Account" shall mean the Agent's account number 651001133950 at
ABN AMRO.
"Aggregate Commitment" shall mean an amount equal to Five Hundred Million
Dollars ($500,000,000), as such amount may be reduced pursuant to Section 2.6.
"Aggregate Net Investment" shall mean the sum of the Investments for all
Purchasers.
"Aggregate Net Investment (Matured Value)" shall mean the sum of (i) the
sum of the Investments for all Purchasers other than WINDMILL, plus (ii) the
Matured Value of the Investment of WINDMILL.
"Aggregate Unpaids" shall mean an amount equal to the sum of (i) the
aggregate accrued and unpaid Discount with respect to all Tranche Periods, plus
(ii) the Aggregate Net Investment, plus (iii) all other amounts owed (whether
due or accrued) under the Transaction Documents by any Affiliated Entity to any
Person.
"Agreement" or "Purchase Agreement" shall mean this Receivables Purchase
Agreement.
"Amount Financed" shall mean, for any Receivable, the amount advanced
under the Receivable toward the purchase price of the Financed Vehicle and any
costs, exclusive of any amount allocable to the premium of force-placed
physical damage insurance covering the Financed Vehicle.
"Annual Percentage Rate" shall mean, for any Receivable, the annual rate
of finance charges stated in the related Contract.
"Assets" shall mean every Receivable and Related Security with respect
thereto, every Collection with respect thereto (after November 30, 1994 for any
Receivable) and proceeds of any of the foregoing.
"Balloon Payments" shall mean, for any Receivable, the principal component
of any payment (including any balloon payments under the "Gold Key Plus"
program) which is not a level monthly payment (other than payments made in the
first or last month in the life of the Receivable which are minimally different
from the other level payments).
"Bankruptcy Event" shall mean, for any Person, that (i) such Person shall
make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against such Person seeking to adjudicate it 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 or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its
property and, where such proceeding was instituted against such Person, such
proceeding shall not have been dismissed or stayed for a period of thirty (30)
days, or any of the actions sought in such proceeding (including the entry of
an order for relief against, or appointment of a receiver, trustee, custodian
or other similar official for such Person or any substantial part of such
Person's property) shall occur or (ii) such Person shall take any corporate
action to authorize any of the actions set forth in clause (i) in this
definition.
"Business Day" shall mean any day (other than Saturday, Sunday and any day
on which banking institutions located in New York, New York or Chicago,
Illinois are authorized or required to close and excluding any day which is a
holiday on the Federal Reserve calendar) and, with respect to any matters
relating to eurodollar funding, a day on which dealings in Dollars are carried
on in the London interbank market.
"Cap" shall mean the interest rate cap agreement, dated as of December 15,
1994, by Chrysler Financial Corporation in favor of the Agent executed under
the Master Agreement, dated as of December 15, 1994, between Chrysler Financial
Corporation and the Agent.
"CCC" shall mean Chrysler Credit Corporation, a Delaware corporation.
"Collection" shall mean (i) for any Receivable, all payments made by, or
on behalf of, the related Obligor (including any Finance Charges paid but
excluding Balloon Payments), all Liquidation Proceeds and any amount the
Servicer is deemed to have received, or obligated to remit, pursuant to Section
2.16 of the Servicing Agreement or otherwise, each with respect to such
Receivable and (ii) for all Receivables, the aggregate amount described in
clause (i) for all Receivables, amounts received under the Cap or any successor
or substitute therefore and interest paid on amounts on deposited in, or
credited to, the Agent's Account.
"Contract" shall mean, for any Receivable, all retail installment sales
contracts, identified and listed on Schedule III (which Schedule III may be in
the form of microfiche).
"Dealer" shall mean the dealer who sold a Financed Vehicle and who
originated, and then sold to CCC under an existing agreement between such
dealer and CCC, the related Receivable.
"Designated Financial Officer" shall mean, for any Person, any vice
president, controller, assistant controller, treasurer, assistant treasurer or
principal financial officer of such Person.
"Discount" shall mean, for any Tranche Period:
TR x TA x AD
----
Year
Where "TR" is equal to the Tranche Rate applicable to such Tranche Period;
"TA" is equal to the Dollar amount of the Investment allocated to such Tranche
Period; "AD" is equal to the actual number of days elapsed during such Tranche
Period; and "Year" is equal to the number three hundred sixty (360); provided,
however, that if such Tranche Rate is the Prime Rate such number shall be the
actual number of days in the applicable calendar year; and shall also mean
Early Collection Fee (as defined in the Pricing Letter).
"Dollar" and "$" shall mean lawful money of the United States of America.
"Effective Date": Refer to Section 4.1.
"Federal Bankruptcy Code" shall mean the bankruptcy code of the United
States of America codified in Title 11 of the United States Code.
"Federal Funds Effective Rate" shall mean, for any period, a fluctuating
interest rate per annum equal, for each day during such period, to the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
at approximately 10:00 a.m. (Chicago time) for such day on transactions
received by ABN AMRO from three (3) federal funds brokers of recognized
standing selected by it.
"Fee Letter" shall mean the letter agreement, dated the date hereof, among
Premier, the Performance Guarantor, ABN AMRO and the other parties thereto. For
purposes of this Agreement and references to this Agreement, the Fee Letter
shall be a supplement to this Agreement.
"Finance Charges" shall mean, for any Contract, any finance, interest or
similar or other charges owing by an Obligor pursuant to such Contract
(excluding, however, all amounts described in the last sentence of Section
2.8(a) of the Servicing Agreement).
"Financed Vehicle" shall mean, for any Receivable, the automobile or
light-duty truck, together with all accessions thereto, securing the Obligor's
indebtedness under such Receivable.
"Funding Agreement" shall mean any agreement or instrument executed by
WINDMILL and executed by or in favor of any WINDMILL Funding Source and this
Agreement.
"Governmental Authority" shall mean any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
or any court or any arbitrator, in each case whether in the USA or foreign.
"Indebtedness" shall mean, for any Person, such Person's (i) obligations
for borrowed money, (ii) obligations representing the deferred purchase price
of property (other than accounts payable arising in the ordinary course of such
Person's business on terms customary in the trade), (iii) obligations
(including leases), whether or not assumed, secured by a lien on, or payable
out of the proceeds or production from, property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by bonds,
debentures, notes, acceptances or other instruments, (v) capitalized lease
obligations and (vi) obligations pursuant to a guaranty.
"Indemnified Losses": Refer to Section 6.1.
"Investment" shall mean, for each Purchaser, the difference of (a) the sum
of (i) the portion of the Purchase Payment made by, or on behalf of, such
Purchaser, plus (ii) the aggregate amount of any payments or exchanges made by,
or on behalf of, such Purchaser to any other Purchaser (in connection with such
Purchaser's acquisition of an interest in the Assets from another Purchaser),
plus (iii) all accrued and unpaid Discount owed to such Purchaser which has
been paid or deferred by such Purchaser in accordance with Section 2.4(a), less
(b) the aggregate amount of Collections and other amounts (including payments
received and amounts received from another Purchaser) received or exchanged
(and not rescinded or returned) and applied by the Agent or such Purchaser to
reduce such Purchaser's Investment.
"Liquidation Proceeds": Refer to the Servicing Agreement.
"Matured Value" shall mean, of any Investment, the sum of (a) such
Investment, plus (b) all unpaid Discount which is then scheduled to become due
(whether or not then due) on such Investment during all Tranche Periods
applicable to all or any part of such Investment, plus (c) all unpaid fees and
other amounts which are then known and scheduled to become due (whether or not
then due) on, or in connection with, such Investment during all Tranche Periods
applicable to all or any part of such Investment.
"Monthly Report": Refer to the Servicing Agreement.
"Net Receivables Balance" shall mean the unpaid principal balance of all
Receivables excluding Balloon Payments, Receivables repurchased by the Seller
or any other Affiliated Entity pursuant to the Transaction Documents for which
the Agent has received the net proceeds therefrom and Receivables liquidated by
the Servicer through the sale of a Financed Vehicle or otherwise (after all
then available anticipated means of recovery thereon have been exhausted) for
which the Agent has received the net proceeds therefrom.
"Obligor" shall mean, for any Receivable, the Person obligated to make
payments on such Receivable or any guarantor of such obligation.
"Performance Guarantor" shall mean Chrysler Financial Corporation, a
Michigan corporation.
"Person" shall mean individuals, partnerships, limited liability
companies, corporations, business trusts, joint stock companies, trusts,
unincorporated associations, joint ventures, Governmental Authorities or any
other entity of whatever nature.
"Portfolio Loss Ratio" shall mean, on each Distribution Date, the average
(expressed as a percentage) of (i) the unpaid principal balance of all
Receivables which are determined to be uncollectible by the Servicer in a
calendar month, less any Liquidation Proceeds received in such month, divided
by (ii) the sum of Collections received during such month on all Receivables,
as determined with respect to each of the four (4) most recently completed
calendar months (or such shorter number of months as have elapsed since the
date hereof).
"Premier" shall mean Premier Auto Receivables Company, a Delaware
corporation.
"Pricing Letter" shall mean the letter agreement, dated the date hereof,
among Premier, the Performance Guarantor, ABN AMRO and the other parties
thereto. For purposes of this Agreement and references to this Agreement, the
Pricing Letter shall be a supplement to this Agreement.
"Prime Rate" shall mean a rate per annum equal to the greater
(redetermined daily) of (i) the floating commercial loan rate of ABN AMRO for
Dollars announced from time to time and (ii) the Federal Funds Effective Rate
plus three fourths of one percent (0.75%).
"Purchase Date" shall mean the Business Day on which the Purchase Payment
is made.
"Purchase Payment" shall mean the payment of Four Hundred Ninety Six
Million Dollars ($496,000,000) by or on behalf of the Purchasers to Premier on
the Purchase Date.
"Purchasers" shall mean WINDMILL and each other Person which, from time to
time, has purchased, or agreed (on a committed or uncommitted basis) to
purchase, an interest in the Assets.
"Receivable" shall mean each receivable listed on Schedule III, including
any Balloon Payment.
"receivable" shall mean any indebtedness and other obligations owed to
Premier (without giving effect to any transfer or conveyance to the Agent
hereunder) or any right of Premier to payment from or on behalf of an Obligor
whether constituting an account, chattel paper, instrument or general
intangible, arising in connection with the sale of goods or the rendering of
services by a Dealer, including the obligation to pay any Finance Charges with
respect thereto. Indebtedness and other rights and obligations arising from any
one transaction, including indebtedness and other rights and obligations
represented by an individual promissory note or installment purchase agreement,
shall constitute a receivable separate from a receivable consisting of the
indebtedness and other rights and obligations arising from any other
transaction.
"Records" shall mean, for any Receivable, all Contracts and other
documents, books, records and other information relating to such Receivable and
the related Obligor (including the original account receivable, the credit
applications and the certificate of title for the related Financed Vehicle).
"Related Security" shall mean, for any Receivable, (i) all of Premier's
right, title and interest in the Financed Vehicles (including returned Financed
Vehicles, if any) the sale of which by a Dealer gave rise to such Receivable,
and all insurance contracts with respect thereto, (ii) all other security
interests or liens and property subject thereto, if any, purporting to secure
payment of such Receivable, together with all financing statements signed by an
Obligor describing any collateral securing such Receivable, (iii) all
guaranties, letters of credit, insurance and other agreements supporting or
securing payment of such Receivable (including any recourse to Dealers), (iv)
all service contracts and other contracts and agreements related to such
Receivable and (v) all Records related to such Receivable.
"Scheduled Payment" shall mean, for any Receivable, that portion of the
payment required to be made by the Obligor during the respective calendar month
sufficient to amortize the unpaid principal balance under the actuarial method
over the term of the Receivable and to provide interest at the Annual
Percentage Rate.
"Servicer" shall mean CCC in its capacity as Servicer.
"Servicer Termination Event": Refer to the Servicing Agreement.
"Servicing Agreement" shall mean the Servicing Agreement, dated as of the
date hereof, between the Servicer, Premier, the Performance Guarantor and the
Agent.
"Significant Event" shall mean the occurrence of any one or more of the
following:
(a) (i) the Servicer (or any sub-collection agent) shall fail to perform
or observe any term, covenant or agreement under any Transaction Document
(other than as referred to in clause (ii)), and such failure shall remain
unremedied for three (3) Business Days or (ii) any Affiliated Entity shall fail
to make any payment or other transfer of funds to be made by it under any
Transaction Document when due; or
(b) any Affiliated Entity shall fail to observe or perform any covenant or
agreement contained in Section 5.1, 5.2 or 5.3; provided, however, that no such
failure with respect to any receivable shall constitute a Significant Event if
the obligations under Section 2.16 of the Servicing Agreement, with respect
thereto, shall have been satisfied; or
(c) any representation, warranty, certification or statement made by, or
deemed to be made by, any Affiliated Entity in, or pursuant to, any Transaction
Document or any certificate, report, statement or other document delivered
pursuant to any Transaction Document shall prove to have been incorrect in any
material respect when made or deemed made; provided, however, that no such
breach with respect to any receivable shall constitute a Significant Event if
the obligations under Section 2.16 of the Servicing Agreement, with respect
thereto, shall have been satisfied; or
(d) any Affiliated Entity shall default in the performance of any
undertaking under any Transaction Document (other than those covered by clause
(a) or (b)), and such default shall continue for two (2) Business Days; or
(e) failure of any Affiliated Entity to pay any Indebtedness (except for
any such Indebtedness in an aggregate principal amount at any one time
outstanding of up to (i) Fifty Million Dollars ($50,000,000) in the case of the
Performance Guarantor, (ii) Ten Million Dollars ($10,000,000) in the case of
CCC or (iii) One Million Dollars ($1,000,000) in the case of Premier) when due;
or the default by any Affiliated Entity in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to
permit the holders of such Indebtedness to cause, such Indebtedness to become
due prior to its stated maturity; or any such Indebtedness shall be declared to
be due and payable or required to be prepaid (other than by a regularly
scheduled payment) prior to the date of maturity thereof; or there shall occur
a default, termination event or similar event by or with respect to any
Affiliated Entity under any agreement providing for the sale, transfer or
conveyance by any Affiliated Entity of any of its financial assets; or
(f) A Bankruptcy Event shall occur with respect to any Affiliated Entity
or any of their respective subsidiaries; or
(g) any Affiliated Entity shall generally not pay its debts as such debts
become due or shall admit in writing its inability to pay its debts generally;
or
(h) the Portfolio Loss Ratio shall exceed four and one half percent
(4.5%); or
(i) the Net Receivables Balance at any time shall be less than one hundred
and four percent (104%) of the Aggregate Net Investment at such time, and such
failure shall continue for one (1) Business Day after any Affiliated Entity has
knowledge thereof; or
(j) there shall occur a material adverse change in the creditworthiness,
financial condition, business, operations or prospects of the Performance
Guarantor or in the ability of any Affiliated Entity to perform its obligations
under any Transaction Document to which it is (or is stated to be) a party,
including the collection of the Receivables or in the enforceability or
collectibility of the Receivables; or
(k) any Affiliated Entity shall, directly or indirectly, disaffirm or
contest in any manner the effectiveness, validity, binding nature or
enforceability of any of the Transaction Documents, or any of the Transaction
Documents shall fail to be the binding and enforceable obligation of any
Affiliated Entity that is (or is stated to be) a party thereto; or
(l) [Reserved]; or
(m) a Servicer Termination Event shall occur; or
(n) this Agreement shall fail to vest and maintain vested in the Agent a
valid first priority perfected ownership interest in the Assets; or
(o) CCC shall breach, or fail to perform under, Section 5.2 of the
Servicing Agreement, and such breach or failure shall remain unremedied for two
(2) Business Days.
"Taxes" shall mean all taxes, charges, fees, levies or other assessments
including income, gross receipts, profits, withholding, excise, property,
sales, use, license, occupation and franchise taxes (including, in each such
case, any interest, penalties or additions attributable to, imposed on or with
respect to any such taxes, charges, fees or other assessments) imposed by any
jurisdiction or taxing authority (whether foreign or domestic).
"Tranche Period": Refer to the Pricing Letter.
"Tranche Rate": Refer to the Pricing Letter.
"Transaction Documents" shall mean this Agreement and all other financing
statements, documents, instruments and agreements executed in connection
herewith and therewith.
"UCC" shall mean, with respect to any state, the Uniform Commercial Code
as from time to time in effect in such state.
"USA" shall mean the United States of America, including all states and
political subdivisions thereof.
"WINDMILL" shall mean Windmill Funding Corporation, a Delaware
corporation.
"WINDMILL Funding Source" shall mean any insurance company, bank or other
financial institution providing liquidity, back-up purchase or credit support
for WINDMILL (including the Purchasers other than WINDMILL).
ARTICLE II
TRANSFER, PAYMENTS AND SETTLEMENTS
Section 2.1. Agreement to Purchase and Sell. (a) Premier shall and hereby
does sell the Assets to the Agent and hereby assigns, sells, transfers and
conveys to the Agent, and the Agent hereby acquires from Premier, all of
Premier's right, title and interest in and to the Assets.
(b) As consideration for the sale of the Assets, the Agent hereby agrees
to pay to Premier the Purchase Payment (One Million Two Hundred Thousand
Dollars ($1,200,000) of which shall be paid to Chrysler Financial Corporation
in full payment by the Agent for the Cap) plus a deferred payment equal to the
residual interest in the Assets, such residual interest in the Assets being all
Assets remaining once all of the Aggregate Unpaids and Servicer Fees have been
paid, satisfied and discharged in full; provided, however, that Balloon
Payments shall be paid to Premier when received.
(c) Notwithstanding any other provision hereof, all Liquidation Proceeds
and any subsequent recoveries with respect to any Receivable shall be applied
first to the related Receivable (excluding Balloon Payments) and only after
payment in full of the principal balance thereof plus accrued but unpaid
interest thereon shall any such Liquidation Proceeds or recoveries be applied
to, or constitute, a Balloon Payment thereon.
(d) The Agent hereby, without further action hereunder, does sell,
transfer, assign, set over and otherwise convey to Premier, effective as of the
Purchase Date, without recourse, representation or warranty, all the right,
title and interest of the Agent in and to the Balloon Payments, all monies due
and to become due and all amounts received with respect thereto and all
proceeds thereof, subject to Section 2.1(c).
Section 2.2. Selection of Tranche Periods and Tranche Rates. Premier
hereby directs the Agent to make all Tranche Period and type of Tranche Rate
selections on Premier's behalf until Premier otherwise directs the Agent with
five (5) days prior written notice. Notwithstanding the foregoing, all Tranche
Period and type of Tranche Rate selections shall be made in accordance with the
Transaction Documents and the Agent shall have the right to terminate a Tranche
Period in accordance with the Transaction Documents. It is understood that
commercial paper rate funding may not be available, from time to time, and will
not be available during the occurrence and continuation of a Significant Event.
Section 2.3. Fees and Other Costs and Expenses. (a) General. All per annum
fees shall accrue daily and shall be payable to the Agent monthly in arrears.
All per annum fees hereunder shall be calculated for the actual days elapsed on
the basis of a three hundred sixty (360) day year (unless otherwise expressly
provided herein).
(b) Fees. Premier shall pay to the Agent all amounts contemplated by the
Fee Letter and the Pricing Letter in accordance with the terms thereof.
Section 2.4. Payments. (a) Notwithstanding any provision contained herein
to the contrary, any amounts to be paid or transferred by Premier to, or for
the benefit of, any Person to whom an Aggregate Unpaid is owed shall be paid or
transferred to the Agent for the benefit of such Person. All amounts to be paid
or transferred by Premier or the Servicer under this Agreement shall be paid or
transferred in accordance with the terms hereof no later than 11:00 a.m.
(Chicago time) on the day when due in Dollars and in immediately available
funds (and if such funds are received after such time on such day, they shall
be deemed paid on the following Business Day) into the Agent's Account. All
Discount is payable upon the termination of each Tranche Period; provided,
however, that, if there are insufficient funds in the Agent's Account available
to pay such Discount, Premier hereby requests that the relevant Purchasers pay
or defer the payment of (by incurring additional indebtedness, using its assets
or any other means acceptable to such Purchaser) such Discount which payment or
deferral shall give rise to an increase in such Purchasers' Investment.
Notwithstanding the foregoing, Discount shall only be payable out of Assets and
the obligation to pay Discount shall not be the personal obligation of Premier
or constitute indebtedness of Premier. Any amount paid by any Affiliated Entity
under any Transaction Document which is rescinded or returned shall not be
considered paid.
(b) Premier shall, to the extent permitted by law, pay to the Agent upon
demand, for the account of the applicable Person, interest on all amounts not
paid or transferred by Premier or the Servicer when due hereunder, at a rate
equal to the Prime Rate, plus two percent (2%) per annum, calculated from the
date any such amount became due until the date paid in full.
Section 2.5. Optional Repurchase. If at any time the Aggregate Net
Investment as shown on the most recent Monthly Report is less than ten percent
(10%) of the Aggregate Net Investment as of the Effective Date, Premier may,
but shall not be obligated to, at its option exercisable upon five (5) Business
Days prior notice to the Agent, repurchase the Assets from the Agent (without
recourse, representation or warranty except for the representation and warranty
by the Agent that the Assets are being sold free and clear of any Adverse Claim
created or granted by the Agent) at a price equal to the Aggregate Net
Investment (Matured Value) plus all other Aggregate Unpaids.
Section 2.6. Reduction of Commitment Amount. On the Business Day following
delivery of the most recent Monthly Report, the unused portion of the Aggregate
Commitment shall be reduced in an amount equal to the excess, if any, of the
Aggregate Commitment over one hundred and two percent (102%) of the Aggregate
Net Investment (Matured Value) as provided in the most recent Monthly Report
and subject to verification by the Agent; provided, however, that each
reduction shall be in an amount equal to One Million Dollars ($1,000,000) or an
integral multiple thereof and the Aggregate Commitment shall not be reduced
below one hundred and two percent (102%) of the Aggregate Net Investment
(Matured Value).
Section 2.7. Guarantee. (a) The Performance Guarantor hereby
unconditionally and irrevocably covenants and agrees that it will cause CCC
duly and punctually to perform and observe all of the terms, conditions,
covenants, agreements and indemnities of CCC under the Servicing Agreement
strictly in accordance with the terms thereof and that if for any reason
whatsoever CCC shall fail to so perform and observe such terms, conditions,
covenants, agreements and indemnities, the Performance Guarantor will duly and
punctually perform and observe the same. The Performance Guarantor hereby
unconditionally and irrevocably covenants and agrees that it will promptly
deposit into the Agent's Account an amount equal to any Indemnified Loss in
respect of a Receivable due pursuant to Section 6.1(a); provided, however, that
such amount in respect of any Receivable giving rise to an Indemnified Loss
pursuant to Section 6.1(a) shall not exceed the unpaid principal balance of
such Receivable plus accrued interest thereon to the date of such deposit. Such
payment by the Performance Guarantor shall satisfy its obligation to repurchase
such Receivable from Premier.
(b) The liabilities and obligations of the Performance Guarantor under
this Section 2.7 shall be absolute and unconditional under all circumstances
and shall be performed by the Performance Guarantor regardless of (i) whether
the Agent or any other Person shall have taken any steps to collect from
Premier or CCC any of the amounts payable by Premier or CCC to the Agent or any
other Person under Section 6.1(a) or the Servicing Agreement, respectively, or
shall have otherwise exercised any of their rights or remedies under the
Transaction Documents against Premier or CCC, (ii) the validity, legality or
enforceability of any of the Transaction Documents, or the disaffirmance of any
thereof in any insolvency, bankruptcy or reorganization proceedings relating to
Premier or CCC, (iii) any law, regulation or decree now or hereafter in effect
which might in any manner affect any of the terms or provisions of any
Transaction Document or any of the rights of the Agent or any other Person as
against Premier or CCC or which might cause or permit to be invoked any
alteration in the time, amount, manner or payment or performance of any
Transaction Document, (iv) the merger or consolidation of Premier or CCC into
or with any corporation or any sale or transfer by Premier or CCC of all or any
part of its property or (v) any other circumstances whatsoever (with or without
a notice to or knowledge of the Performance Guarantor) which may or might in
any manner or to any extent vary the risk of the Performance Guarantor, or
might otherwise constitute a legal or equitable discharge of a surety or
guarantor; it being the purpose and intent of the Performance Guarantor that
the liabilities and obligations of the Performance Guarantor under this Section
2.7 shall be absolute and unconditional under any and all circumstances, and
shall not be discharged except by payment and performance as provided in
Section 6.1(a) or the Servicing Agreement, as applicable.
(c) Without in any way affecting or impairing the liabilities and
obligations of the Performance Guarantor under this Section 2.7 (which shall be
determined by this Section 2.7, Section 6.1(a) and the Servicing Agreement in
their form on the Purchase Date prior to any modification thereof and as
modified with the written consent of the Performance Guarantor), the Agent or
any other Person may at any time and from time to time in their discretion,
without the consent of, or notice to, the Performance Guarantor, (i) extend or
change the time, manner, place or terms of payment of any or all of the amounts
payable by Premier or CCC to the Agent or any other Person under any of the
Transaction Documents or amend, supplement, waive, extend or otherwise modify
any of the terms of any of the Transaction Documents or (ii) settle or
compromise any of the amounts payable by Premier or CCC to the Agent or any
other Person under any of the Transaction Documents or subordinate the same to
the claims of others.
(d) The provisions of this Section 2.7 shall continue to be effective or
be reinstated, as the case may be, if at any time payment of any of the amounts
payable by Premier or CCC to the Agent or any other Person under Section 6.1(a)
or the Servicing Agreement, respectively, is rescinded or must otherwise be
restored or returned by the Agent or any other Person upon the insolvency,
bankruptcy or reorganization of Premier or CCC, or otherwise, all as though
such payment had not been made. The Performance Guarantor hereby waives (i)
notice of the occurrence of any default hereunder, (ii) any requirement of
diligence or promptness on the part of the Agent or any other Person in making
demand, commencing suit or exercising any other right or remedy under any of
the Transaction Documents, or otherwise, and (iii) any right to require the
Agent or any other Person to exercise any right or remedy against Premier or
CCC prior to enforcing any of its rights against the Performance Guarantor
under this Section 2.7.
(e) The Performance Guarantor covenants and agrees that so long as any of
the amounts payable by Premier or CCC to the Agent or any other Person under
Section 6.1(a) or the Servicing Agreement, respectively, remain unpaid, the
Performance Guarantor will maintain ownership of not less than eighty percent
(80%) of the issued and outstanding shares of each class of capital stock of
CCC that is entitled to vote generally for the election of directors; provided,
however, that nothing in this Section 2.7 shall prevent the merger or
consolidation of the Performance Guarantor, Premier and CCC in accordance with
Section 5.3.
(f) In addition, and not by way of limitation, to any of the liabilities
and obligations of the Performance Guarantor under this Section 2.7, the
Performance Guarantor covenants and agrees:
(i) to pay or reimburse each Purchaser and the Agent for all its
costs and expenses (other than legal fees and disbursements) incurred in
connection with the enforcement or preservation of any rights under this
Agreement or the Servicing Agreement and for the reasonable fees and
disbursements of one firm of special counsel to the Agent and to the
Purchasers in respect of such enforcement or preservation, and
(ii) to pay, indemnify, and hold each Purchaser and the Agent
harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from, any delay in paying,
stamp, excise and other taxes (excluding, with respect to any Purchaser,
net income and franchise taxes imposed with respect to net income), if
any, which may be payable or determined to be payable in connection with
the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement or the Servicing Agreement.
(g) The agreements in this Section 2.7 shall survive the termination of
this Agreement and the payment of the Aggregate Unpaids.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Affiliated Entities' Representations and Warranties. Each
Affiliated Entity hereby makes the following representations and warranties,
solely to the extent they relate to such Affiliated Entity, on which the Agent
and the Purchasers are deemed to have relied in acquiring the Assets. Such
representations and warranties speak as of the Purchase Date and shall survive
the sale of the Assets to the Agent hereunder.
(a) Organization and Good Standing. Such Affiliated Entity is duly
organized and validly existing as a corporation in good standing under the laws
of their respective states of incorporation, with the corporate power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and Premier had
at all relevant times, and has, the corporate power, authority and legal right
to acquire and own the Receivables.
(b) Due Qualification. Such Affiliated Entity is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of property or the conduct of its business requires such
qualifications.
(c) Power and Authority. Such Affiliated Entity has the corporate power
and authority to execute and deliver each Transaction Document to which it is a
party and to carry out the respective terms thereof; Premier has full power and
authority to sell the Assets to the Agent hereunder, and Premier has duly
authorized such transfer by all necessary corporate action; and the execution,
delivery and performance of each Transaction Document has been duly authorized
by such Affiliated Entity which is a party thereto by all necessary corporate
action.
(d) Binding Obligation. Each Transaction Document constitutes a legal,
valid and binding obligation of such Affiliated Entity which is a party thereto
enforceable in accordance with its terms.
(e) No Violation. The consummation of the transactions contemplated by
each Transaction Document and the fulfillment of the terms thereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of such Affiliated Entity, or any
indenture, agreement or other instrument to which such Affiliated Entity is a
party or by which it is bound; or result in the creation or imposition of any
Adverse Claim upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument; or violate any law or, to the best of
such Affiliated Entity's knowledge after due inquiry, any order, rule or
regulation applicable to such Affiliated Entity of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over such Affiliated Entity or its
properties.
(f) No Proceedings. To the best of such Affiliated Entity's knowledge
after due inquiry, there are no proceedings or investigations pending, or
threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over such Affiliated Entity or
its properties: (i) asserting the invalidity of any of the Transaction
Documents, (ii) seeking to prevent the consummation of any of the transactions
contemplated by any of the Transaction Documents or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by such Affiliated Entity of its obligations under, or the validity
or enforceability of, any of the Transaction Documents.
(g) No Insolvent Obligors. No Obligor on a Receivable is shown on any
related Record as the subject of a Bankruptcy Event.
(h) Perfection. Immediately preceding the sale of the Assets to the Agent
hereunder, the Dealers shall have been the original owners and shall have
effectively sold all the Assets to CCC, which, in turn, shall have effectively
sold all the Assets to the Performance Guarantor which, in turn, shall have
effectively sold all the Assets to Premier, in each case, free of any Adverse
Claim, and Premier shall be the owner of all of the receivables purported to be
Receivables hereunder and all other Assets. The Agent has a valid and perfected
first priority ownership interest in each item comprising the Assets and in
each of the Assets free and clear at all such times of any Adverse Claim.
(i) Coverage Requirement. On the Purchase Date, the Net Receivables
Balance with respect to Receivables for which all of the representations and
warranties set forth in Section 3.2 are true and correct in all material
respects on the Purchase Date equals or exceeds one hundred five and three
quarters percent (105.75%) of the Aggregate Net Investment.
(j) Significant Event. No Significant Event or any event or condition
which but for the lapse of time or the giving of notice, or both, would
constitute a Significant Event has occurred and is continuing.
(k) Schedule of Receivables. The information set forth in Schedule III is
true and correct in all material respects as of the opening of business on the
Effective Date and no selection procedures believed to be adverse to the Agent
were utilized in selecting the Receivables. The computer tape regarding the
Receivables made available to the Agent and its assigns is true and correct in
all respects.
(l) Accuracy of Information. All information heretofore furnished by, or
on behalf of, such Affiliated Entity to the Agent or any other Person is, and
all such information hereafter furnished will be, true and accurate in every
material respect (or based on reasonable estimates, disclosed to be estimates)
and has not omitted and will not omit any information necessary to make the
statements therein not materially misleading.
(m) Authorization. Each certificate or other document delivered by such
Affiliated Entity under any Transaction Document shall be delivered on its
behalf by a Designated Financial Officer.
Section 3.2. Receivables Representations and Warranties. Premier hereby
makes the following representations and warranties on which the Agent and each
Purchaser are deemed to have relied in acquiring the Assets. Such
representations and warranties speak as of the Purchase Date and shall survive
the sale of the Assets to the Agent hereunder.
(a) Characteristics of Receivables. Each Receivable (A) was originated in
the USA by a Dealer for the retail sale of a Financed Vehicle in the ordinary
course of such Dealer's business, was fully and properly executed by the
parties thereto, was purchased by Premier from CCC or the Performance
Guarantor, which, in turn, had purchased such Receivable from such Dealer under
an existing dealer agreement with CCC, and was validly assigned by such Dealer
to CCC in accordance with its terms, (B) has created or shall create a valid,
subsisting and enforceable first priority security interest in favor of CCC in
the Financed Vehicle, which security interest has been assigned to Premier and
is assignable by Premier to the Agent, (C) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof are adequate
for realization against the collateral of the benefits of the security and (D)
provides for level monthly payments (provided, however, that the payment in the
first or last month in the life of the Receivable may be minimally different
from the level payments) that fully amortize the Amount Financed by maturity
and yield interest at the Annual Percentage Rate (other than the Balloon
Payments).
(b) Schedule of Receivables. The information set forth in Schedule III is
true and correct in all material respects and no selection procedures believed
to be adverse to the Agent were utilized in selecting the Receivables. The
computer tape regarding the Receivables made available to the Agent is true and
correct in all respects.
(c) Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complies in all material respects with all requirements of
applicable federal, state and local laws and regulations thereunder, including
usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
Reserve Board's Regulations B and Z, the Texas Consumer Credit Code and State
adaptations of the National Consumer Act and of the Uniform Consumer Credit
Code, and other consumer credit laws and equal credit opportunity and
disclosure laws.
(d) Binding Obligation. Each Receivable represents the genuine, legal,
valid and binding payment obligation in writing of the Obligor, enforceable by
the holder thereof in accordance with its terms.
(e) No Government Obligor. None of the Receivables is due from a
Governmental Authority.
(f) Security Interest in Financed Vehicle. Immediately prior to the sale,
assignment and transfer thereof, each Receivable shall be secured by a validly
perfected first security interest in the Financed Vehicle in favor of Premier
as secured party or all necessary and appropriate actions have been commenced
that would result in the valid perfection of a first security interest in the
Financed Vehicle in favor of Premier as secured party.
(g) Receivables in Force. No Receivable has been satisfied, subordinated
or rescinded, nor has any Financed Vehicle been released from the lien granted
under the related Receivable in whole or in part.
(h) No Waiver. No provision of a Receivable has been waived.
(i) No Amendments. No Receivable has been amended such that the amount of
the Obligor's Scheduled Payments has been increased except for increases
resulting from the inclusion of any premiums for forced-placed physical damage
insurance covering the Financed Vehicle.
(j) No Defenses. No right of rescission, setoff, counterclaim or defense
has been asserted or threatened with respect to any Receivable.
(k) No Liens. No liens or claims have been filed for work, labor or
materials relating to a Financed Vehicle that are liens prior to, or equal or
coordinate with, the security interest in the Financed Vehicle granted under
any Receivable.
(l) No Default. No Receivable has a payment that is more than ninety (90)
days overdue and, except as permitted in this paragraph, no default, breach,
violation or event permitting acceleration under the terms of any Receivable
has occurred; and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation or event permitting acceleration
under the terms of any Receivable has arisen; and Premier or Servicer has not
waived and shall not waive any of the foregoing.
(m) Insurance. Premier or Servicer, in accordance with its customary
procedures, has determined that the Obligor has obtained physical damage
insurance covering the Financed Vehicle and under the terms of the Receivable
the Obligor is required to maintain such insurance.
(n) Title. No Receivable, or any interest therein, has been sold,
transferred, assigned or pledged by Premier to any Person other than the Agent.
Immediately prior to the sale and assignment herein contemplated, Premier had
good and marketable title to each Receivable free and clear of all Adverse
Claims and, immediately upon the sale thereof, the Agent shall have good and
marketable title to each Receivable, free and clear of all Adverse Claims; and
the sale has been perfected under the UCC.
(o) Lawful Assignment. No Receivable has been originated in, or is subject
to the laws of, any jurisdiction under which the sale, transfer and assignment
of such Receivable is unlawful, void or voidable.
(p) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Agent a first priority perfected ownership interest in
the Receivables shall have been made.
(q) One Original. There is only one original executed copy of each
Receivable.
(r) Maturity of Receivables. Each Receivable has a final maturity date not
later than December 31, 1999.
(s) Scheduled Payments. Each Receivable has a first scheduled payment due
on or prior to the end of January, 1995.
(t) Location of Receivable Files. The Records for each Receivable are kept
at one or more of the locations listed in Exhibit A.
(u) Unpaid Principal Balance. Each Receivable (A) has an outstanding gross
balance of at least One Thousand Dollars ($1,000) and (B) is denominated only
in Dollars and payable only in the USA.
(v) No Bankruptcies or First-Time Buyers. No Obligor on any Receivable
was, or is, noted in the related Records as having suffered a Bankruptcy Event
and no such Obligor financed a Financed Vehicle under CCC's "New Finance Buyer
Plan" program.
(w) No Repossessions. No Financed Vehicle securing any Receivable is in
repossession status.
(x) Chattel Paper. Each Receivable constitutes "chattel paper" as defined
in the UCC.
(y) 1933 and 1940 Acts. Each Receivable is an account receivable
representing all or part of the sales price of merchandise, insurance and
services within the meaning of Section 3(c)(5) of the Investment Company Act of
1940. The purchase of each Receivable with the proceeds of notes would
constitute a "current transaction" within the meaning of Section 3(a)(3) of the
Securities Act of 1933.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.1. Conditions to Closing. This Agreement shall become effective
on the date (the "Effective Date") on which the Agent shall have received the
following:
(a) Transaction Documents. An executed copy of each Transaction Document
(including any necessary or desirable financing statements).
(b) Corporate Proceedings of the Affiliated Entity. A copy of the
resolutions, in form and substance satisfactory to the Agent, of the Board of
Directors or a committee thereof of each Affiliated Entity authorizing the
execution, delivery and performance of each Transaction Document to which it is
a party, certified by the Secretary or an Assistant Secretary of such
Affiliated Entity, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.
(c) Corporate Documents. True and complete copies of each Affiliated
Entity's articles or certificate of incorporation, certified by the Secretaries
of State of the jurisdiction of its incorporation, and by-laws, certified by
its Secretary or Assistant Secretary.
(d) No Violation. A certificate of an appropriate officer of each
Affiliated Entity that the consummation of the transactions contemplated hereby
shall not contravene, violate or conflict with, as to such Affiliated Entity,
any law, rule, regulation or order or the certificate or articles of
incorporation, by-laws or other organizational or governing documents of such
Affiliated Entity.
(e) Consents, Licenses and Approvals. A certificate of an appropriate
officer of each Affiliated Entity (i) attaching copies of all necessary
consents, authorizations and filings, and (ii) stating that such consents,
licenses and filings are in full force and effect.
(f) Legal Opinions. The executed legal opinion of A.L. Ronquillo, general
counsel of the Affiliated Entities, substantially in the form of Exhibit B.
(g) Good Standing. Good standing certificates for each of the Affiliated
Entities issued by the Secretaries of State of the jurisdiction of its
incorporation.
(h) Certificate. A certificate of the Secretary or any Assistant Secretary
of each of the Affiliated Entities certifying the names and signatures of the
officers authorized on its behalf to execute each Transaction Document to which
it is a party (on which certificate the Agent may conclusively rely until such
time as the Agent shall receive from it a revised certificate meeting the
requirements of this Section 4.1(h)).
(i) [Reserved].
(j) Receipt. A receipt for payment of any fee payable on or before the
date hereof pursuant to the Fee Letter and the Pricing Letter.
(k) Other. Such other approvals, opinions or documents as the Agent may
reasonably request.
Premier's acceptance of the Purchase Payment shall evidence Premier's
representation and warranty that all of this Section 4.1 has been satisfied.
ARTICLE V
COVENANTS
Section 5.1. Affirmative Covenants of Premier. Premier hereby covenants,
undertakes and agrees that, unless the Agent shall otherwise consent in
writing, Premier will perform the following covenants and agreements:
(a) Notices. Premier will notify the Agent in writing of any of the
following immediately upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken by the Person affected with
respect thereto:
(i) Significant Events. The occurrence of any Significant Event, and
such notice shall include a statement of a Designated Financial Officer of
Premier, setting forth the date of such occurrence and the nature thereof.
(ii) Representations and Warranties. The failure of any
representation or warranty to be true (when made or at any time
thereafter) in any material respect with respect to any Receivable.
(b) Conduct of Business. Premier will, and will cause each other
Affiliated Entity to, do all things necessary for each to remain duly
incorporated, validly existing and in good standing as a domestic corporation
in its jurisdiction of incorporation and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.
(c) Compliance with Laws. Premier will, and will cause each other
Affiliated Entity to, comply (in all material respects and in all respects that
could have an adverse effect on the enforceability of any Transaction Document
or the enforceability, collectibility or quality of any Receivable) with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which such Person or the Receivables or any other Asset may be
subject.
(d) Furnishing of Information and Inspection of Records. Premier will
furnish to the Agent and the Servicer from time to time such information with
respect to the Receivables as the Agent or the Servicer, as the case may be,
shall reasonably request, including listings identifying the Obligor and the
unpaid principal balance for each Receivable. Premier will, and will cause each
other Affiliated Entity to, permit, at any time during regular business hours
upon one (1) day prior notice, the Agent, or its agents or representatives, to:
(A) examine and make copies of and abstracts from all Records and (B) visit the
offices and properties of any Affiliated Entity for the purpose of examining
such Records. Premier shall cause all information heretofore, and all such
information hereafter, furnished by, or on behalf of, any Affiliated Entity to
the Agent or the Servicer for purposes of or in connection with this Agreement
or any transaction contemplated hereby to be materially true and accurate, in
each case on the date such information is stated or certified.
(e) Keeping of Records and Books. Premier will maintain and implement
administrative and operating procedures (including an ability to recreate
records evidencing Receivables in the event of the destruction of the originals
thereof), maintain adequate facilities, personnel and equipment (including
computer software and hardware), and keep and maintain all Records, documents,
books, records and other information reasonably necessary or advisable for the
collection of all Receivables (including records adequate to permit the
immediate identification of all Collections of and adjustments to each
Receivable).
(f) Separate Corporate Existence. Premier will take all actions necessary
to maintain its identity as a separate legal entity from each other Affiliated
Entity.
(g) Performance and Compliance with Receivables and Contracts. Premier
will, and will cause each other Affiliated Entity and each Dealer to, at its
expense, fully perform in a timely fashion and comply in all material respects
with all provisions, covenants and other promises required to be observed by
it, or such Affiliated Entity or such Dealer, under or in connection with each
Asset and will not do anything to impair the rights of the Agent in, or to,
such Assets.
(h) [Reserved].
(i) Perfection. Premier shall at all times maintain its chief executive
offices within a jurisdiction in the USA (other than in the states of Florida,
Maryland and Tennessee) in which Article 9 of the UCC is in effect. Premier
agrees that from time to time, at its expense, it will promptly execute and
deliver all instruments and documents and take all action that the Agent may
reasonably request in order to perfect or protect the Agent's ownership
interest in the Assets or to enable the Agent to exercise or enforce any of its
rights hereunder. Without limiting the generality of the foregoing, Premier
will, on or prior to the Purchase Date (and promptly upon any changes or
additions hereafter), mark its master data processing records and other books
and records relating to the Assets with a legend describing the Agent's
interest therein. A copy of this Agreement or any financing statement shall be
sufficient as a financing statement.
Section 5.2. Negative Covenants of Premier. Premier hereby covenants,
undertakes and agrees that, unless the Agent shall otherwise consent in
writing, Premier will perform the following covenants and agreements:
(a) Sales and Liens Relating to Receivables. Except as otherwise provided
herein, Premier will not pledge, grant, transfer, convey, sell, assign (by
operation of law or otherwise) or otherwise transfer or dispose of, or create
or suffer to exist any Adverse Claim upon (including the filing of any
financing statement or similar document) or with respect to any Asset or assign
any right to receive the proceeds or income in respect of any of the foregoing.
(b) Extension or Amendment of Receivables. Except as otherwise permitted
in the Servicing Agreement, Premier will not, and will not permit any other
Affiliated Entity or any Dealer to, extend, amend or otherwise modify the terms
of any Receivable, or amend, modify or waive any term or condition of any
Contract related thereto.
(c) Change in Business or Collection Policies. Premier will not, and will
not permit any other Affiliated Entity or any Dealer to, make any change in the
character of its business or in Premier's or Servicer's collection policies,
which change would, in either case, materially impair the enforceability,
collectibility or quality of any Receivable.
(d) Accounting of Sales. Premier will not, and will not permit any other
Affiliated Entity or any Dealer to, voluntarily prepare any financial
statements which shall account for, or in any other respect (including for
accounting and tax purposes) account for or treat, the transactions
contemplated hereby in any manner other than as a sale of Receivables or in any
manner inconsistent with the Agent's ownership interest in the Assets.
(e) Contingent Liabilities. Premier will not guarantee, endorse or
otherwise be or become contingently liable (including by agreement to maintain
balance sheet tests but excluding customary indemnifications provided in the
ordinary course of business) in connection with the obligations of any other
Person, except endorsements of negotiable instruments for collection in the
ordinary course of business and reimbursement or indemnification obligations in
favor of the Agent or the Purchasers as provided for under this Agreement.
Section 5.3. Covenants of Premier, the Performance Guarantor and the
Servicer. Premier, the Performance Guarantor and the Servicer hereby jointly
and severally covenant, undertake, and agree that unless the Agent shall
otherwise consent in writing, Premier, the Performance Guarantor and the
Servicer will perform the following covenants and agreements:
(a) Merger, etc. Neither Premier nor the Performance Guarantor nor the
Servicer will merge or consolidate with or into any other Person, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution) except
that:
(i) Premier may merge or consolidate with or into the Performance
Guarantor, provided that immediately after such merger or consolidation,
the representations and warranties set forth in Section 3.1, with respect
to the Performance Guarantor, shall be true and correct as of such time;
(ii) Premier may merge or consolidate with or into any other Person,
provided that any Person (A) into which Premier may be merged or
consolidated, (B) which may result from any merger or consolidation to
which Premier shall be a party or (C) which may succeed to the properties
and assets of Premier substantially as a whole, which Person in any of the
foregoing cases executes an agreement of assumption to perform every
obligation of Premier under the Transaction Documents, shall be the
successor to Premier thereunder without the execution or filing of any
document or any further act by any of the parties to the Transaction
Documents; provided, however, that (I) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section
3.1 shall have been breached and no Servicer Termination Event or
Significant Event and no event that, after notice of lapse of time, or
both, would become a Servicer Termination Event or Significant Event shall
have occurred and be continuing, (II) Premier shall have delivered to the
Agent an officers' certificate and an opinion of counsel each stating that
such consolidation, merger or succession and such agreement of assumption
comply with this Section 5.3(a)(ii) and that all conditions precedent, if
any, provided for in any of the Transaction Documents relating to such
transaction have been complied with, (III) any rating agency condition
with respect to the Transaction Documents shall have been satisfied with
respect to such transaction and (IV) Premier shall have delivered to the
Agent an opinion of counsel either (x) stating that, in the opinion of
such counsel, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully
to preserve and protect the interest of the Agent in the Assets and
reciting the details of such filings or (y) stating that, in the opinion
of such counsel, no such action shall be necessary to preserve and protect
such interests. Notwithstanding anything therein to the contrary, the
execution of the foregoing agreement of the assumption and compliance with
clauses (I), (II), (III) and (IV) above shall be conditions to the
consummation of the transactions referred to in clauses (A), (B) or (C)
above;
(iii) the Performance Guarantor may merge or consolidate with or into
any other Person, provided that (A) the Performance Guarantor shall be the
continuing or surviving corporation, and (B) immediately after such merger
or consolidation, the representations and warranties set forth in Section
3.1, with respect to the Performance Guarantor, shall be true and correct
as of such time; and
(iv) The Servicer may merge or consolidate (A) with or into the
Performance Guarantor (provided that the Performance Guarantor shall be
the continuing or surviving corporation), (B) with or into any one or more
of its wholly-owned subsidiaries (provided that a wholly-owned subsidiary
of the Performance Guarantor shall be the continuing or surviving
corporation) and (C) with or into any other Person, if the Servicer shall
be the continuing or surviving corporation and shall continue to be a
subsidiary of the Performance Guarantor and immediately after such merger
or consolidation, the representations and warranties set forth in Section
3.1, with respect to the Performance Guarantor, shall be true and correct
as of such time.
ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnities. Without limiting any other rights that the Agent
or any Purchaser may have hereunder or under applicable law, Premier hereby
agrees to indemnify, defend, protect, save and hold harmless the Agent and each
Purchaser and its respective officers, directors, agents and employees (each an
"Indemnified Party") from and against any and all damages, losses, claims,
liabilities, obligations, penalties, actions, judgments, suits, costs and
expenses, including reasonable attorneys' fees (which attorneys may include
employees of the Agent, any Purchaser, or any assignee, if any), court costs,
settlements and disbursements (all of the foregoing being collectively referred
to as "Indemnified Losses") which may at any time be imposed on, asserted or
awarded against or incurred or suffered by any of them arising out of or as a
result of any Transaction Document or the transactions contemplated thereby or
the acquisition, either directly or indirectly, by the Agent of the Assets or
any action taken or omitted by any of the Indemnified Parties, excluding,
however, (i) Indemnified Losses to the extent a final judgment of a court of
competent jurisdiction holds such Indemnified Losses resulted solely from gross
negligence or willful misconduct on the part of the Indemnified Party seeking
indemnification or (ii) Indemnified Losses to the extent the same include
losses in respect of uncollectible Receivables solely due to the credit risk of
the Obligor and reimbursement therefor would constitute recourse to Premier for
the amount of uncollectible Receivables; provided, however, that nothing
contained in this sentence shall limit the liability of Premier, the
Performance Guarantor, CCC or the Servicer or limit the recourse of the Agent
and each the Servicer, respectively, for any amounts otherwise specifically
provided to be paid by Premier, the Performance Guarantor, CCC or the Servicer
under the terms of this Agreement, including the terms of the next succeeding
sentence. Without limiting the generality of the foregoing indemnification,
Premier agrees to indemnify the Agent and each Purchaser for Indemnified Losses
(including losses in respect of uncollectible Receivables, regardless of
whether reimbursement therefor would constitute recourse to Premier) relating
to or resulting from:
(a) the inclusion in the Net Receivables Balance of (i) any Receivable
other than a Receivable with respect to which all of the representations and
warranties set forth in Section 3.2 are true and correct in all material
respects on the Purchase Date or (ii) any Balloon Payment;
(b) any representation or warranty made by any Affiliated Entity, the
Servicer or any officers of either thereof under or in connection with any of
the Transaction Documents, including any Monthly Report or any other
information or report delivered by any Affiliated Entity or the Servicer or any
officers of any thereof, pursuant hereto or thereto, that shall have been
false, misleading or incorrect in any material respect, or omitted to state a
material fact, when made or deemed made;
(c) any alleged failure by Premier, the Servicer, or any other Person
(acting for, on behalf of, or together with, Premier or the Servicer) to comply
with any applicable law, rule or regulation with respect to any Receivable, or
the collectability thereof, or any Contract related thereto, imposed by any
governmental or regulatory body, including any requirements of licensing,
registration, authorizations, consents and approvals necessary or desirable for
the entering into of any Contract, for the creation of any Receivable or for
the sale of any interest in any Receivable to the Agent hereunder and including
laws, rules and regulations relating to usury, disclosures, truth in lending,
fair credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices, trade practices, consumer protection and privacy, or any
of the foregoing which may affect the enforceability of any Receivable, or the
nonconformity of any Receivable or Contract included therein or sale of the
Assets to the Agent hereunder with any such applicable law, rule or regulation;
(d) the failure to vest and maintain vested in the Agent a perfected
ownership interest in the Assets free and clear of any Adverse Claim;
(e) the failure to vest and maintain vested in the Agent a perfected
security interest in the Assets free and clear of any Adverse Claim;
(f) [Reserved];
(g) the failure by Premier, the Servicer, or any other Person (acting for,
on behalf of, or together with, Premier or the Servicer) to file, or any delay
in filing, financing statements or other similar instruments or documents under
the UCC of any applicable jurisdiction or other applicable laws with respect to
any Assets;
(h) any commingling of Collections or other funds to which the Agent or
any Purchaser is entitled hereunder with any other funds;
(i) any dispute, claim, counterclaim, offset or defense (other than
discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable included in the Assets (including a defense based on such Receivable
or the Contract relating to such Receivable not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with
its terms);
(j) any failure of any Affiliated Entity or the Servicer to perform its
duties or obligations in accordance with the provisions of each of the
Transaction Documents to which such Affiliated Entity or the Servicer is a
party; or
(k) any action taken by the Agent under the Servicing Agreement.
Section 6.2. Tax Indemnification and Characterization. (a) Premier agrees
to pay, and to indemnify, defend, protect, save and hold harmless, on an
after-Tax basis, the Agent and each Purchaser from and against, all (i) Taxes
that may at any time be imposed in connection with the Receivables, any of the
Transaction Documents or the receipt of payment under this Section 6.2, whether
imposed upon the Agent, any Purchaser, any Affiliated Entity, any other Person,
the Assets or otherwise and (ii) damages, losses, claims, liabilities and
related costs and expenses and reasonable counsel fees of the Agent and each
Purchaser in connection with the imposition or assertion of any Tax described
in clause (i) above or defending against the same, and in all cases, whether
arising by reason of the acts to be performed by any Affiliated Entity under
any Transaction Document or otherwise or imposed upon or against any Purchaser,
the Agent, any Affiliated Entity or any other Person or the property involved
or otherwise; provided, however, that this Section 6.2(a) shall not apply with
respect to Taxes on or measured by the overall net income of the Agent or any
Purchaser ("Income Taxes") to the extent that the computation of such Income
Taxes is consistent with the Intended Tax Characterization (defined below).
(b) [Reserved].
(c) It is the intention of the parties hereto that, for the purposes of
all Taxes, the transactions contemplated hereby shall be treated as a sale by
Premier to the Agent which is acting as agent for the Purchasers and such
Purchasers will be treated as the owners for tax purposes (the "Intended Tax
Characterization"). The parties hereto agree to report such transactions for
the purposes of all Taxes, and otherwise to act for the purposes of all Taxes,
in a manner consistent with the Intended Tax Characterization.
(d) All payments due pursuant to this Section 6.2 shall be paid no later
than ten (10) Business Days after demand for such payment has been made by the
Agent. Without in any way limiting the Agent's and any Purchaser's remedies,
any such amount not paid when due shall bear interest at a rate equal to the
Prime Rate plus two percent (2%) per annum. Any claim that the Agent or any
Purchaser makes for payment pursuant to this Section 6.2 shall be accompanied
by a statement of the Agent's or such Purchaser's accountants which attests
that the claim has been computed in conformity with the requirements of this
Section 6.2.
Section 6.3. Increased Cost and Reduced Return. (a) If the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any WINDMILL Funding Source, the Agent or WINDMILL
(collectively, the "Funding Parties") with any request or directive (whether or
not having the force of law) of any such Governmental Authority, central bank
or comparable agency (a "Regulatory Change"): (i) shall subject any of the
Funding Parties to any charge or withholding on or with respect to the
applicable Funding Agreement or the Assets or other property conveyed hereunder
or funds advanced in connection therewith, or such Funding Party's obligations
under any of the Funding Agreements, (ii) shall impose, modify or deem
applicable any reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the account of, or
any credit extended by, any of the Funding Parties or (iii) shall impose any
other condition, and the result of any of the foregoing is to impose a cost on
or increase the cost to any of the Funding Parties (A) of its commitment under
any of the Funding Agreements, or (B) of its purchasing, maintaining or funding
of any of its property interests under any of the Funding Agreements, or (C) of
the Assets or its interest therein, as the case may be, or to reduce the amount
of any sum received or receivable by any of the Funding Parties under any of
the Funding Agreements or to require any payment calculated by reference to the
amount of interests or loans held or interest or other amounts received by it,
then, upon demand by the Agent, Premier shall pay to the Agent or such Funding
Party such additional amounts as will compensate such Funding Party for such
increased cost or reduction.
(b) If any of the Funding Parties shall have determined that any
Regulatory Change (including any such Regulatory Change that results in or
results from or otherwise relates to any transaction in connection with any of
the Funding Agreements or any commitment thereunder or hereunder being
classified as a highly leveraged transaction for regulatory or other purposes)
has or would have the effect of reducing the rate of return on such Funding
Party's capital as a consequence of such Funding Party's obligations or
commitment under any of the Funding Agreements to a level below that which such
Funding Party could have achieved but for such adoption, change or compliance
(taking into consideration such Funding Party's policies with respect to
capital adequacy), then, from time to time upon demand by the Agent, Premier
shall pay to the Agent or such Funding Party such additional amounts as will
compensate such Funding Party for such reduction.
(c) If any Person shall become entitled to claim any additional amounts
pursuant to Section 6.3(a) or 6.3(b), such Person (i) shall promptly notify
Premier, through the Agent, of the event or circumstance by reason of which it
has become so entitled, and (ii) shall deliver to Premier and the Agent one or
more certificates setting forth the amounts due to such Person under Section
6.3(a) or 6.3(b), a description of such event or circumstance by reason of
which it has become entitled to such amount and the manner of computation and
calculation of such amount. Each such certificate shall be conclusive absent
manifest error. Premier shall pay to the Agent, for the account of such Person,
the amount shown as due on any such certificate within ten (10) Business Days
after receipt of the same. No failure on the part of any Person to demand
compensation under this Section 6.3 on any occasion shall constitute a waiver
of its right to demand such compensation on any other occasion. The protection
of this Section 6.3 shall be available to each Person regardless of any
possible contention of the invalidity or inapplicability of any law, regulation
or other conditions which shall give rise to any demand by such Person for
compensation hereunder.
(d) If any liquidity provider of WINDMILL shall become affected by any of
the changes or events described in Section 6.3(a) or 6.3(b) and the Agent, on
behalf of such liquidity provider, shall petition Premier for any increased
cost or amounts thereunder, then in such case, Premier or the Agent may, upon
at least ten (10) Business Days prior notice to the Agent (with respect to
Premier) and such liquidity provider, designate a replacement liquidity
provider acceptable to the Agent and the Purchasers in accordance with the
terms of the Transaction Documents.
Section 6.4. Other Costs and Expenses. Premier shall pay to the Agent and
the Purchasers on demand all costs and expenses in connection with (a) the
preparation, execution, delivery and administration (including amendments,
supplements, waivers and any other modification of any provision) of the
Transaction Documents, (b) the sale of the Assets to the Agent hereunder, (c)
the perfection as against all third parties whatsoever of the Agent's right,
title and interest in the Assets and (d) the enforcement by the Agent or the
Purchasers of the indebtedness, obligations and liabilities of Premier, the
Performance Guarantor and the Servicer under the Transaction Documents, or any
related document or of any Obligor under any Receivable or other Asset,
including cost and expenses with respect to advising any Funding Party as to
its rights and remedies under any Transaction Document or any related Funding
Agreement and all costs and expenses, if any, including counsel fees and
expenses of the any Funding Party in connection with the enforcement of the
Transaction Documents and any such Funding Agreement and in connection with any
restructuring or workout of such Transaction Documents or the administration of
the Transaction Documents following a Significant Event or enforcement of the
indebtedness, obligations and liabilities of any Obligor under any Receivable
or other Asset. Premier shall reimburse the Agent for the cost of the Agent's
auditors (which such auditors may be employees of the Agent) auditing the
books, records and procedures of Premier. Premier shall reimburse WINDMILL for
any amounts WINDMILL must pay to any WINDMILL Funding Source pursuant to any
Funding Agreement on account of any Tax described in, and made payable by
application of, Section 6.2 and applicable to such WINDMILL Funding Source.
Premier shall reimburse the Agent and the Purchasers on demand for any and all
amounts specified in the Fee Letter and the Pricing Letter.
Section 6.5. Withholding Taxes. All payments made by Premier or the
Servicer under the Transaction Documents shall be made free and clear of, and
without reduction or withholding for or on account of, any present or future
Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority or other taxing authority excluding, in the case of the
Agent and each Purchaser, any net income taxes imposed on the Agent or such
Purchaser (such non-excluded Taxes being hereinafter called "Non-Excluded
Taxes"). If any Non-Excluded Taxes are required to be withheld from any amounts
payable to the Agent or any Purchaser, the amounts so payable to the Agent or
such Purchaser shall be increased to the extent necessary to yield to the Agent
or such Purchaser (after payment of all Taxes) all such amounts payable
hereunder at the rates or in the amounts specified in this Agreement. Whenever
any Non-Excluded Taxes are payable by Premier or the Servicer, as promptly as
possible thereafter, Premier or the Servicer shall send to the Agent for its
own account or for the account of such Purchaser, as the case may be, a
certified copy of an original official receipt received by Premier or the
Servicer showing payment thereof. If Premier or the Servicer fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Agent the required documentary evidence, Premier or the Servicer
shall indemnify the Agent and the Purchasers for such Non-Excluded Taxes and
any incremental Taxes that may become payable by the Agent or any Purchaser as
a result of any such failure.
Section 6.6. Allocations. All allocations to be made pursuant to the
foregoing provisions of this Article VI shall be made by the Agent in its
reasonable discretion and shall be binding on Premier. Should the Agent invoke
the indemnity provisions of this Article VI, then the Agent shall provide
Premier with one or more certificates setting forth amounts due, a description
of such event or circumstance by reason of which it has become entitled to
invoke this Article VI, and the basis of any calculations made which, in the
absence of material error, shall be conclusive and binding for all purposes.
Premier shall pay to the Agent the amount shown as due on any such certificate
within ten (10) Business Days after receipt of same. For all purposes of
determining materiality under this Article VI, no Person shall have the right
to receive any information other than its right to receive from the Agent (or
the applicable Funding Party) one or more certificates setting forth amounts
due, a description of such event or circumstance by reason of which it has
become entitled to invoke this Article VI, and the basis of any calculations
made.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Term of Agreement. This Agreement shall terminate when all
the Aggregate Unpaids have been paid in full. Notwithstanding the foregoing,
(i) the rights and remedies of the Agent and each Purchaser with respect to any
representation and warranty made, or deemed to be made, by Premier, the
Performance Guarantor or the Servicer, (ii) the indemnification and payment
provisions hereof (including Sections 6.1, 6.2, 6.3, 6.4 and 6.5), and (iii)
any other provision which by its own terms survives the termination of this
Agreement, shall be continuing and shall survive any termination of this
Agreement.
Section 7.2. Waivers; Amendments. No failure or delay on the part of the
Agent or any Purchaser in exercising any power, right, privilege or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right, privilege or remedy preclude any
other or further exercise thereof or the exercise of any other power, right,
privilege or remedy. The rights, powers, privileges and remedies herein
provided shall be cumulative and not exclusive of any rights, powers,
privileges or remedies provided by law. Any waiver of this Agreement shall be
effective only in the specific instance and for the specific purpose for which
given. No waiver, amendment, supplement or other modification to this Agreement
shall be effective unless in writing and signed by each of the parties hereto.
Section 7.3. Notices. Except as provided below, all communications,
demands and notices provided for hereunder shall be in writing (including bank
wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to each other party at its address or telecopy number set forth
on its signature page of the Purchase Agreement or at such other address or
telecopy number as such party may hereafter specify for the purposes of notice
to such party. Each such notice or other communication shall be effective (i)
if given by telecopy, upon the receipt thereof, (ii) if given by mail, three
(3) Business Days after the time such communication is deposited in the mails
with first-class postage prepaid or (iii) if given by any other means, when
received at the address specified in this Section 7.3; provided, however, that,
in the case of any notice to be given under Article II, such notice shall not
be effective until receipt thereof by the Person to whom such notice is to be
given. Notwithstanding the foregoing, if Premier makes Tranche Period or
Tranche Rate selections, it hereby authorizes the Agent to make such selections
based on telephonic notices made by any Person which the Agent in good faith
believes to be acting on behalf of Premier. Premier agrees to deliver promptly
to the Agent a written confirmation of each telephonic notice signed by an
authorized officer of Premier. Each Affiliated Entity, and the Servicer, hereby
authorizes the Agent, at the Agent's option, to tape record all or any part of
telephonic notices and any other related conversations. The Agent's records as
to all such matters shall be deemed correct. The absence of any written
confirmation shall not affect the validity of the notice. If the written
confirmation differs in any material respect from the action taken by the
Agent, the records of the Agent shall govern absent manifest error.
Section 7.4. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. Each Affiliated Entity, and
the Servicer, hereby submits to the nonexclusive jurisdiction of any United
States District Court for New York and of any New York state court sitting in
New York, New York for purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. Each
Affiliated Entity, and the Servicer, hereby irrevocably waives, to the fullest
extent it may effectively do so, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum. Nothing in this Section 7.4 shall affect the right of
the Agent or any Purchaser to bring any action or proceeding against any
Affiliated Entity, or the Servicer, or its property in the courts of other
jurisdictions.
Section 7.5. Further Assurances. Each Affiliated Entity, and the Servicer,
agrees, from time to time, to do and perform any and all acts and to execute
any and all further instruments required or reasonably requested by the Agent
to more fully effect the purposes of the Transaction Documents, including the
execution of any financing statements or continuation statements relating to
the Assets for filing under the provisions of the UCC of any applicable
jurisdiction.
Section 7.6. Waiver of Confidentiality. Anything herein to the contrary
notwithstanding, each Affiliated Entity, and the Servicer, hereby consents to
the disclosure of any nonpublic information with respect to it (i) to the
Funding Parties by other Funding Parties, and (ii) by the Funding Parties to
any prospective or actual assignee or participant of any of them (only if such
nonpublic information is accompanied by a statement that such prospective or
actual assignee or participant agrees, by receipt of such information, to
maintain the confidentiality of such information) or any rating agency or
provider of a surety, guaranty or credit or liquidity enhancement to any of
them or any entity organized for the purpose of purchasing, or making loans
secured by, financial assets for which ABN AMRO provides managerial services or
acts as the administrative agent, or the administrator, the management company,
any referral agent, any depositary or issuing agent, any commercial paper
dealer or placement agent of WINDMILL, or any officers, directors, employees,
outside accountants, auditors, Governmental Authorities having jurisdiction
over them or lawyers of any of the foregoing. In addition, the Funding Parties
may disclose any such nonpublic information pursuant to any law, rule,
regulation, direction, request or order of any judicial, administrative or
regulatory authority or proceedings (whether or not having the force and effect
of law).
Section 7.7. Confidentiality of Agreement. Unless otherwise agreed to in
writing by the Agent, each Affiliated Entity, and the Servicer, hereby agrees
that it will not disclose the contents of the Transaction Documents, or any
other confidential or proprietary information furnished by any Funding Party,
to any other Person except (i) its auditors and attorneys or (ii) as otherwise
required by applicable law or order of a court of competent jurisdiction.
Section 7.8. Limitation of Liability. No claim may be made by Premier, the
Performance Guarantor, the Servicer or any other Person against any Funding
Party or their respective Affiliates, directors, officers, employees, attorneys
or agents for any special, indirect, consequential or punitive damages in
respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by the Transaction
Documents, or any act, omission or event occurring in connection therewith; and
Premier, the Servicer and the Performance Guarantor for themselves, and all
other Persons claiming by or through them, hereby waive, release and agree not
to sue upon any claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.
Section 7.9. Limitations Regarding Premier. (a) Agreement Not to Petition.
Each of the parties hereto and each Purchaser hereby covenants and agrees that
such Person shall not at any time institute against Premier any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any Federal or state bankruptcy or similar law.
(b) Limited Recourse. Notwithstanding any other provision of this
Agreement, all obligations and liabilities of Premier hereunder and under the
other Transaction Documents shall constitute Aggregate Unpaids and shall be
limited recourse to Premier, with such recourse being limited to the Assets.
(c) No Affect. Notwithstanding any of the limitations set forth in this
Section 7.9 with respect to Premier, none of the liabilities, indemnifications,
payments or other obligations or duties of the Performance Guarantor, CCC or
the Servicer shall in any way be limited, deferred or otherwise affected by
this Section 7.9 nor shall the application of this Section 7.9 be interpreted
in any manner which is inconsistent with the Agent's ownership of the Assets or
which limits, defers or otherwise affects the ability of any Person to recover
the Aggregate Unpaids from the Assets.
(d) Administration. Each of the parties to this Agreement hereby
acknowledges and agrees that each and every responsibility, function, duty and
agreement of Premier set forth herein will be performed by CCC for, in the name
of and on behalf of Premier, as Premier's administrative agent.
Section 7.10. Enforceability of Receivables. The obligations of each
Affiliated Entity, and the Servicer, under this Agreement shall not be affected
by reason of any invalidity, illegality or irregularity of any Receivable or
the sale of the Assets to the Agent hereunder.
Section 7.11. Third-Party Beneficiaries. The Purchasers are intended to be
third-party beneficiaries of this Agreement.
Section 7.12. Agreement to Generic Provisions and Standard Provisions.
Each of the parties hereto hereby agrees to be bound by, and comply with, all
of the terms, provisions and agreements set forth in Schedules I and II. All
defined terms used therein, and not otherwise defined herein, shall have the
meanings ascribed to such terms in the other Transaction Documents; provided,
however, that the term "this Agreement" as used therein shall refer to this
Agreement. The provisions of Sections SP.2, SP.3, SP.5 and SP.6 shall survive
the termination of this Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.
PREMIER AUTO RECEIVABLES COMPANY, CHRYSLER CREDIT CORPORATION,
as Premier individually and as the Servicer
By: /s/ David H. Olsen ............... By: /s/ David H. Olsen ...............
Title: Assistant Treasurer ....... Title: Assistant Treasurer .......
Address: 27777 Franklin Road Address: 27777 Franklin Road
Southfield, Michigan Southfield, Michigan
48034-8286 48034-8286
Attention: Secretary Attention: Secretary
Telecopy: (810) 948-3148 Telecopy: (810) 948-3148
Telephone: (810) 948-3060 Telephone: (810) 948-3060
CHRYSLER FINANCIAL CORPORATION, ABN AMRO BANK N.V., as the Agent
as the Performance Guarantor
By: /s/ Joseph Rizzi; /s/ Robert Graff
By: /s/ David H. Olsen ............... Title: Senior Vice President; Vice
Title: Assistant Treasurer ....... President .................
Address: 27777 Franklin Road
Southfield, Michigan By: /s/ Dennis O'Malley ..............
48034-8286 Title: Senior Vice President .....
Attention: Secretary Address: Structured Finance,
Telecopy: (810) 948-3148 Asset Securitization
Telephone: (810) 948-3060 135 South LaSalle Street,
Chicago, Illinois
60674-9135
Attention: Purchaser Agent -
WINDMILL
Telephone: (312) 904-2737
Telecopy: (312) 904-6376
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992 1991 1990
------ ------ ------ ------ -----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net Earnings before cumulative
effect of changes in accounting
principles $ 195 $ 159 $ 180 $ 276 $ 313
Add back:
Taxes on income 120 108 115 126 163
Fixed charges 772 810 1,045 1,471 2,074
------ ------ ------ ------ ------
Earnings available for
fixed charges $1,087 $1,077 $1,340 $1,873 $2,550
====== ====== ====== ====== ======
Fixed charges:
Interest expense $ 754 $ 791 $1,022 $1,446 $2,051
Rent 18 19 23 25 23
------ ------ ------ ------ ------
Total fixed charges $ 772 $ 810 $1,045 $1,471 $2,074
====== ====== ====== ====== ======
Ratio of earnings to fixed charges 1.41 1.33 1.28 1.27 1.23
====== ====== ====== ====== ======
</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 AND CONSOLIDATED SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992 1991 (1) 1990
------ ------ ------ ------ -----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net earnings (loss) from continuing
operations before cumulative
effect of changes in accounting
principles $3,713 $2,415 $ 505 $ (538) $ 68
Add back:
Taxes on income 2,117 1,423 429 (272) 79
Fixed charges 1,267 1,433 1,732 2,179 2,783
Amortization of previously
capitalized interest 87 94 87 86 81
Deduct:
Capitalized interest 177 176 176 162 140
Undistributed earnings from
less than fifty-percent owned
affiliates 15 2 7 11 6
------ ------ ------ ------ ------
Earnings available for fixed charges $6,992 $5,187 $2,570 $1,282 $2,865
====== ====== ====== ====== ======
Fixed charges:
Interest expense $ 937 $1,104 $1,405 $1,869 $2,458
Interest expense of unconsolidated
subsidiaries - - - - 15
Capitalized interest 177 176 176 162 140
Credit line commitment fees 10 10 10 15 6
Interest portion of rent expense 143 143 139 126 119
Gross-up of preferred stock dividends
of majority-owned subsidiaries (CFC)
to a pre-tax basis - - 2 7 45
------ ------ ------ ------ ------
Total fixed charges $1,267 $1,433 $1,732 $2,179 $2,783
====== ====== ====== ====== ======
Ratio of earnings to fixed charges 5.52 3.62 1.48 .59 1.03
====== ====== ====== ====== ======
Preferred stock dividend requirements 125 127 128 - -
Ratio of earnings to fixed charges and
preferred stock dividend requirements 5.02 3.33 1.38 - -
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 15 $ 2 $ 11 $ 13 $ 8
Deduct - Dividends paid by affiliates - - 4 2 2
------ ------ ------ ------ ------
Undistributed earnings from less than
fifty-percent owned affiliates $ 15 $ 2 $ 7 $ 11 $ 6
<FN>
(1) In 1991, earnings were not sufficient to cover fixed charges. The coverage
deficiency was $897 million.
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and preferred
stock dividend requirements, earnings are determined by adding back fixed
charges to earnings (loss) from continuing operations (including equity in net
earnings of unconsolidated subsidiaries) before taxes on income and excluding
undistributed earnings from less than fifty-percent owned affiliates. Fixed
charges consist of interest expense, credit line commitment fees, the interest
portion of rent expense and the preferred stock dividend requirements of its
majority-owned subsidiaries increased to an amount representing the pre-tax
earnings that would be required to cover such dividend requirements.
Exhibit 23
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-50385, 33-52421 and 33-55787 of Chrysler Financial Corporation on Form S-3
of our report dated January 16, 1995 appearing in this Annual Report on
Form 10-K of Chrysler Financial Corporation for the year ended December 31,
1994.
DELOITTE & TOUCHE LLP
February 2, 1995
_______________
Deloitte Touche
Tohmatsu
International
_______________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of Chrysler Financial Corporation hereby severally
constitutes and appoints D. M. Cantwell, Robert A. Link, Byron C.
Babbish and T. P. Dykstra, or any one or more of them, to be his
agents, proxies and attorneys-in-fact, to sign and execute in his
name, place and stead and on his behalf, and to file with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, the Form 10-K Annual Report of
Chrysler Financial Corporation for the fiscal year ended December
31, 1994, and any and all amendments to such Annual Report that
may be necessary or desirable, hereby approving, ratifying and
confirming all that the aforesaid agents, proxies and attorneys-
in-fact do, or that any one of them does, on his behalf pursuant
to this Power.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 1st day of February, 1995.
W. S. Bishop W. J. O'Brien III
- ------------------- ------------------------
W. S. Bishop W. J. O'Brien III
D. M. Cantwell T. P. Capo
- ------------------- ------------------------
D. M. Cantwell T. P. Capo
R. J. Eaton J. E. Farrell
- ------------------- ------------------------
R. J. Eaton J. E. Farrell
R. A. Lutz T. W. Sidlik
- ------------------- ------------------------
R. A. Lutz T. W. Sidlik
G. C. Valade
--------------------
G. C. Valade
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CHRYSLER FINANCIAL CORPORATION'S FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> $ 174
<SECURITIES> 583
<RECEIVABLES> 15,316
<ALLOWANCES> 512
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 786
<DEPRECIATION> 241
<TOTAL-ASSETS> 16,648
<CURRENT-LIABILITIES> 1,155
<BONDS> 10,671
0
0
<COMMON> 25
<OTHER-SE> 3,248
<TOTAL-LIABILITY-AND-EQUITY> 16,648
<SALES> 0
<TOTAL-REVENUES> 1,984
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 712
<LOSS-PROVISION> 203
<INTEREST-EXPENSE> 754
<INCOME-PRETAX> 315
<INCOME-TAX> 120
<INCOME-CONTINUING> 195
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 195
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
