FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
------------------
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
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Chrysler Financial Corporation
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3058
-----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes_ x_ No_____
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of September
30, 1996.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information. Results for interim periods should not be considered
indicative of results for a full year. Reference should be made to the
financial statements contained in the registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 (the "10-K Report").
2
<PAGE>
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
Consolidated Statement of Net Earnings
(in millions of dollars)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -------------------
1996 1995 1996 1995
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Finance Revenue:
Automotive financing:
Retail $ 196 $ 201 $ 612 $ 541
Wholesale and other 128 118 427 474
Rent income - leased vehicles 41 22 114 47
Nonautomotive financing 45 40 105 120
------ ------ ------ ------
Total finance revenue 410 381 1,258 1,182
Interest expense 178 221 605 681
------ ------ ------ ------
Net margin 232 160 653 501
Other revenues:
Servicing fee income 78 68 221 203
Insurance premiums earned 33 36 98 107
Investment and other income (Note 5) 77 101 257 282
------ ------ ------ ------
Net margin and other revenues 420 365 1,229 1,093
------ ------ ------ ------
Costs and expenses:
Operating expenses 126 96 343 288
Provision for credit losses 92 68 247 256
Insurance losses and loss
adjustment expenses 23 28 73 87
Depreciation and other expenses 35 35 113 88
------ ------ ------ ------
Total costs and expenses 276 227 776 719
------ ------ ------ ------
Earnings before income taxes 144 138 453 374
Provision for income taxes 50 51 160 132
------ ------ ------ ------
Net Earnings $ 94 $ 87 $ 293 $ 242
====== ====== ====== ======
<CAPTION>
Consolidated Statement of Nine Months Ended
Shareholder's Investment September 30,
(in millions of dollars) -----------------------
1996 1995
---- ----
(unaudited)
<S> <C> <C>
Balance at beginning of period $ 3,302 $ 3,273
Net earnings 293 242
Common stock dividends (300) (229)
Net unrealized holding (losses)
gains on securities (11) 17
------- -------
Balance at end of period $ 3,284 $ 3,303
======= =======
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
Consolidated Balance Sheet
(in millions of dollars)
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Assets:
Finance receivables - net (Note 1) $10,515 $12,644 $11,968
Retained interests in sold
receivables - net (Note 1) 2,925 2,733 2,657
------- ------- -------
Total finance receivables and
retained interests - net 13,440 15,377 14,625
Cash and cash equivalents 420 476 427
Marketable securities 723 674 780
Vehicles leased - net 644 397 370
Dealership properties leased - net 340 363 381
Repossessed collateral 145 194 166
Amounts due from affiliated companies 414 -- --
Other assets 586 354 356
------- ------- -------
Total Assets $16,712 $17,835 $17,105
======= ======= =======
Liabilities:
Debt (Note 3) $10,520 $11,769 $11,133
Accounts payable, accrued
expenses and other 1,287 1,236 1,097
Amounts due to affiliated companies -- 29 97
Deferred income taxes 1,621 1,499 1,475
------- ------- -------
Total Liabilities 13,428 14,533 13,802
------- ------- -------
Shareholder's Investment 3,284 3,302 3,303
------- ------- -------
Total Liabilities and
Shareholder's Investment $16,712 $17,835 $17,105
======= ======= =======
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
Consolidated Statement of Cash Flows
(in millions of dollars) Nine Months Ended
September 30.
-----------------------
1996 1995
---- ----
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 293 $ 242
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Net gains from receivable sales (113) (64)
Provision for credit losses 247 256
Depreciation and amortization and
write-off of intangible assets 86 60
Change in deferred income taxes and income
taxes payable 130 (83)
Change in amounts due to/from affiliated companies (276) 163
Change in accounts payable, accrued
expenses and other assets (132) (65)
-------- --------
Net cash provided by operating activities 235 509
-------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables (55,083) (55,456)
Collections of finance receivables 18,471 20,132
Proceeds from sales of finance receivables 37,188 35,108
Purchases of marketable securities (714) (1,670)
Proceeds from sales and maturities of
marketable securities 1,646 1,498
Proceeds from sales of vehicles leased 39 41
Purchases of vehicles leased (353) (266)
Other 30 124
-------- --------
Net cash provided by (used in) investing activities 1,224 (489)
-------- --------
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings (1,312) (1,639)
Proceeds from issuance of term debt 1,082 3,104
Repayment of term debt (1,064) (836)
Change in bank borrowings 82 --
Payment of dividends (300) (229)
Other (3) (167)
-------- --------
Net cash (used in) provided by financing activities (1,515) 233
-------- --------
Change in cash and cash equivalents (56) 253
Cash and cash equivalents at beginning of year 476 174
-------- --------
Cash and Cash Equivalents at End of Year $ 420 $ 427
======== ========
<FN>
During 1996, the Company acquired $1.0 billion of marketable securities in
non-cash transactions relating to the securitization of retail receivables.
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
Notes to Consolidated Financial Statements
Note 1 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Automotive:
Retail $ 5,295 $ 6,528 $ 7,300
Wholesale and other 2,152 3,059 2,469
Retained senior interests in
sold wholesale receivables * 968 935 197
-------- -------- --------
Total automotive 8,415 10,522 9,966
-------- -------- --------
Nonautomotive:
Leveraged leases 1,931 1,679 1,603
Commercial 348 712 696
-------- -------- --------
Total nonautomotive 2,279 2,391 2,299
-------- -------- --------
Total finance receivables 10,694 12,913 12,265
Less allowance for credit losses (179) (269) (297)
-------- -------- --------
Total finance receivables - net $ 10,515 $ 12,644 $ 11,968
======== ======== ========
<FN>
*Represents receivables held in trust eligible to be securitized or returned
to the Company.
</TABLE>
The Company's retained interests in sold receivables are generally restricted
and subject to limited recourse provisions. The following is a summary of
amounts included in "Retained interests in sold receivables - net":
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Cash and investments $ 681 $ 396 $ 494
Subordinated interests in receivables 2,129 2,234 2,084
Residual cash flows 191 166 130
Other 238 243 247
Allowance for credit losses (314) (306) (298)
------- ------- -------
Total retained interests in sold
receivables - net $ 2,925 $ 2,733 $ 2,657
======= ======= =======
</TABLE>
6
<PAGE>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
Note 1 - Finance Receivables and Retained Interests (Continued)
The Company's total allowance for credit losses including receivables sold
subject to limited recourse is as follows:
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Allowance for credit losses deducted from:
Finance receivables $179* $269 $297
Retained interests in sold receivables 314 306 298
Vehicles leased 5 3 4
---- ---- ----
Total $498 $578 $599
==== ==== ====
<FN>
*During the third quarter of 1996, the allowance for credit losses
was reduced $73 million as a result of the sale of certain
nonautomotive loans and an investment, $29 million of which was
provided for during the period.
</TABLE>
Note 2 - 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>
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
(unaudited) (unaudited)
(in millions of dollars)
<S> <C> <C> <C>
Retail $14,510 $13,043 $12,720
Wholesale and other 6,860 8,010 7,252
------- ------- -------
Total $21,370 $21,053 $19,972
======= ======= =======
</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 $113 million and $64 million for the nine
months ended September 30, 1996 and 1995, respectively. The provision for
credit losses related to such sales amounted to $165 million and $121 million
for the nine months ended September 30, 1996 and 1995, respectively.
The Company is committed to sell all wholesale receivables related to certain
dealer accounts.
7
<PAGE>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
<TABLE>
<CAPTION>
Note 3 - Debt
Weighted Average
Interest Rates at September 30, December 31, September 30,
September 30, 1996 1996 1995 1995
------------------ ------------- ------------ -------------
Maturity (unaudited) (unaudited)
- -------- (in millions of dollars)
<S> <C> <C> <C> <C>
Short-term notes placed primarily in the open market:
United States $ 478 $ 2,194 $ 2,305
Canada 645 241 371
------- ------- -------
Total short-term notes
(primarily commercial paper) 4.8% 1,123 2,435 2,676
------- ------- -------
Bank borrowings - International 82 -- --
------- ------- -------
Senior term debt:
United States, due
1995 -- -- 276
1996 6.5% 892 1,601 1,602
1997 6.4% 2,878 2,878 2,262
1998 6.3% 2,310 1,885 1,655
1999 8.1% 1,531 1,394 1,378
2000 6.3% 777 770 535
Thereafter 5.5% 425 391 351
------- ------- -------
Total United States 8,813 8,919 8,059
Canada, due 1995-1999 8.0% 441 317 280
Less unamortized discount 2 2 2
------- ------- -------
Total senior term debt 9,252 9,234 8,337
------- ------- -------
Subordinated term debt:
United States
Senior -- -- 27
Other borrowings 63 100 93
------- ------- -------
Total debt $10,520 $11,769 $11,133
======= ======= =======
</TABLE>
The Company has contractual debt maturities of $2.2 billion during the
remainder of 1996 (including $1.1 billion of short-term notes), $2.9 billion
in 1997 and $2.6 billion in 1998.
Credit Facilities
During the second quarter of 1996, the Company entered into new revolving
credit facilities which replaced its existing U.S. and Canadian credit
facilities. The new facilities which total $8.0 billion consist of a
$2.0 billion facility expiring in April, 1997 and a $6.0 billion facility
expiring in April, 2001. These facilities include $0.8 billion allocated to
Chrysler Credit Canada Ltd.
8
<PAGE>
Chrysler Financial Corporation and Subsidiaries
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
- -----------------------------------------
Note 4 -Transfer of Ownership in Subsidiary
Effective as of January 1, 1996, the Company contributed the shares of its
wholly-owned subsidiary, Chrysler Comercial, S.A. de C.V. to Grupo
Chrysler de Mexico, S.A. de C.V. ("Grupo") in exchange for shares of Grupo.
The noncash exchange was recorded at historical cost resulting in an increase
in "Other assets" of approximately $59 million and a decrease in "Finance
receivables - net" of $278 million. "Debt" of $34 million, "Amounts due to
affiliated companies" of $167 million and "Deferred income taxes" of $13
million. The Company has recorded its investment in Grupo under the cost
method.
Note 5 - Sales of Nonautomotive Assets
During the third quarter of 1996, the Company sold certain nonautomotive
assets. A loss of $9 million was realized and included in the consolidated
statement of net earnings under the caption "Investment and other income."
During the first quarter of 1995, the Company sold certain nonautomotive
assets. A gain of $12 million was realized and included in the consolidated
statement of net earnings under the caption "Investment and other income."
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ----------------------------------------------------------
Financial Review
Chrysler Financial Corporation and its consolidated subsidiaries' (the
"Company") net earnings were $94 million and $293 million for the three and
nine months ended September 30, 1996, compared to $87 million and $242 million
for the three and nine months ended September 30, 1995. The increase in net
earnings for the three months ended September 30, 1996, primarily reflects net
margin improvements partially offset by higher operating expenses and
provisions for credit losses. The increase in net earnings for the nine months
ended September 30, 1996, primarily reflects net margin improvements and
higher gains from increased receivable sales partially offset by an increase
in operating expenses.
Automotive volume totaled $16.7 billion and $57.1 billion for the three and
nine months ended September 30, 1996, compared with $19.6 billion and $61.5
billion in the comparable periods of 1995. Financing support provided in the
United States for new Chrysler vehicle retail deliveries (including fleet),
and wholesale vehicle sales to dealers and the number of vehicles financed for
the three and nine months ended September 30, 1996 and 1995 were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
United States Penetration:
Retail 20% 30% 19% 29%
Wholesale 75% 74% 73% 75%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail 117 154 365 483
Wholesale 405 365 1,339 1,193
The decrease in retail penetration is primarily due to increased competition
and actions taken by the Company to improve retail credit quality mix.
Net margin totaled $232 million and $653 million for the three and nine months
ended September 30, 1996, compared to $160 million and $501 million for the
comparable periods of 1995. Automotive financing revenue totaled $365 million
and $1,153 million for the three and nine months ended September 30, 1996,
compared to $341 million and $1,062 million in the comparable periods of 1995.
The increase in net margin for the three and nine months ended September 30,
1996 compared to the three and nine months ended September 30, 1995 reflects
higher average automotive finance receivables outstanding and vehicles leased,
and lower average effective cost of borrowings.
Finance revenue from the Company's nonautomotive financing operations totaled
$45 million and $105 million for the three and nine months ended September 30,
1996, compared to $40 million and $120 million for the comparable periods of
1995. Nonautomotive commercial loans totaled $.3 billion at September 30,
1996, compared to $.7 billion at September 30, 1995 due to liquidations and a
sale of certain nonautomotive assets during the third quarter of 1996.
10
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
- ----------------------------------------------------------------------
Financial Review (continued)
A comparison of the borrowing costs is shown in the following table:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
(dollars in millions)
Interest expense $ 178 $ 221 $ 605 $ 681
Average borrowings $ 10,163 $11,401 $11,586 $11,389
Average effective cost of
borrowings - consolidated 7.0% 7.8% 7.0% 8.0%
Average effective cost of
borrowings - U.S. and Canada 7.0% 7.4% 7.0% 7.4%
The decline in the average effective borrowing costs for the three and nine
months ended September 30, 1996 compared to the three and nine months ended
September 30, 1995, primarily reflects lower market interest rates in the
United States and Canada.
Investment and other income decreased to $77 million and $257 million for the
three and nine months ended September 30, 1996, compared to $101 million and
$282 million in the comparable periods of 1995. Investment and other income
reflects a $9 million loss from the sale of certain nonautomotive assets
during the third quarter of 1996 and a gain of $12 million on the sale of
certain nonautomotive assets during the first quarter of 1995. The increase in
receivable sale gains for the three and nine months ended September 30, 1996,
was offset by a decrease in interest income earned on cash equivalents and
marketable securities.
Operating expenses totaled $126 million and $343 million for the three and
nine months ended September 30, 1996, compared to $96 million and $288 million
for the comparable periods of 1995. The increase in operating expenses
reflects increased costs due to higher average finance receivables managed.
Provision for credit losses for the three and nine months ended September 30,
1996, totaled $92 million and $247 million, compared to $68 million and $256
million for the comparable periods of 1995. The increase in provision for
credit losses for the three months ended September 30, 1996, reflects
a $29 million reserve for impaired nonautomotive loans and an investment
which were subsequently sold during the period.
Depreciation and other expenses for the three and nine months ended September
30, 1996, totaled $35 million and $113 million, compared to $35 million and
$88 million for the comparable periods of 1995. The increase in the nine
months ended September 30, 1996 was due to the increase in vehicles leased.
11
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
- ----------------------------------------------------------------------
Financial Review (continued)
Total assets at September 30, 1996 were $16.7 billion, compared to $17.8
billion at December 31, 1995, and $17.1 billion a year ago. Total debt
outstanding at September 30, 1996 was $10.5 billion, compared to $11.8 billion
at December 31, 1995 and $11.1 billion a year ago. Total assets and debt
decreased due to higher levels of receivable sales. Average receivables
outstanding were higher for the three and nine months ended September 30,
1996, over 1995 comparable periods, while total receivables and assets
decreased from year end 1995 levels due to $4.7 billion in retail receivable
sales proceeds during the second and third quarters of 1996. The Company's
debt-to-equity ratio was 3.2 to 1 at September 30, 1996, compared to 3.6 to 1
at December 31, 1995, and 3.4 to 1 at September 30, 1995.
The Company's portfolio of receivables managed, which includes receivables
owned and receivables serviced for others, totaled $36.3 billion at September
30, 1996, compared to $38.1 billion at December 31, 1995, and $36.2 billion at
September 30, 1995. The decrease in receivables managed from December 31, 1995
reflects lower volume of automotive receivables acquired during 1996.
Receivables serviced for others totaled $25.6 billion at September 30, 1996,
compared to $25.2 billion at December 31, 1995, and $24.0 billion at September
30, 1995.
Net credit loss experience, including net losses on receivables sold subject
to limited recourse provisions, for the three and nine months ended September
30, 1996 and 1995 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
Net Credit Losses: (in millions of dollars)
<S> <C> <C> <C> <C>
Automotive financing $ 77 $ 52 $ 253 $ 134
Nonautomotive financing 30* 4 35 23
------- -------- ------- --------
Total $ 107 $ 56 $ 288 $ 157
======= ======== ======= ========
<CAPTION>
Net Credit Losses to Three Months Ended Nine Months Ended
Average Receivables Outstanding September 30, September 30,
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Automotive financing 0.93% 0.64% 1.00% 0.55%
Nonautomotive financing 3.57% 0.48% 1.41% 0.92%
Total 1.18% 0.62% 1.04% 0.59%
<FN>
*Includes a gross write-down of $34 million of a nonautomotive investment,
approximately $20 million of which was provided for in prior periods.
</TABLE>
During the fourth quarter of 1995 and the first nine months of 1996, the
Company experienced higher credit losses on automotive retail receivables.
Company management attributes the increased losses to the combined effect of
general economic conditions, changes in the credit mix of the Company's retail
receivable originations that resulted in an increase in the frequency of
repossessions, and organizational realignments that affected retail
collections. Recent credit loss experience may continue in the near term while
continued actions are taken to improve the credit mix and servicing of the
Company's automotive retail receivables.
12
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
- ----------------------------------------------------------------------
Financial Review (continued)
The Company's total allowance for credit losses totaled $498 million, $578
million, and $599 million at September 30, 1996, December 31, 1995, and
September 30, 1995, respectively. The allowance for credit losses as a
percentage of related finance receivables outstanding was 1.54 percent at
September 30, 1996, 1.69 percent at December 31, 1995, and 1.85 percent at
September 30, 1995. The decline in the allowance for credit losses as a
percentage of related finance receivables outstanding from December 31, 1995
is primarily attributable to the Company's continued downsizing of
nonautomotive operations and a write-down of a nonautomotive investment during
the third quarter of 1996.
Effective as of January 1, 1996, the Company contributed the shares of its
wholly- owned subsidiary, Chrysler Comercial, S.A. de C.V. to Grupo Chrysler
de Mexico, S.A. de C.V. ("Grupo") in exchange for shares of Grupo. The
exchange was recorded at historical cost. The Company has recorded its
investment in Grupo under the cost method.
Liquidity and Capital Resources
Receivable sales continued to be a significant source of funding in the first
nine months of 1996 as the Company realized $5.9 billion of net proceeds from
the sale of automotive retail receivables, compared to $4.7 billion of net
proceeds in the same period of 1995. Securitization of revolving wholesale
account balances provided funding which aggregated $5.8 billion and $6.6
billion at September 30, 1996 and 1995, respectively.
At September 30, 1996, the Company had contractual debt maturities of $2.2
billion during the remainder of 1996 (including $1.1 billion of short-term
notes), $2.9 billion in 1997 and $2.6 billion in 1998.
During the second quarter of 1996, the Company entered into new revolving
credit facilities which replaced its existing U.S. and Canadian credit
facilities. The new facilities which total $8.0 billion consist of a $2.0
billion facility expiring in April, 1997 and a $6.0 billion facility expiring
in April, 2001. These facilities include $0.8 billion allocated to Chrysler
Credit Canada Ltd.
The Company paid dividends to Chrysler Corporation totaling $118 million and
$300 million for the three and nine months ended September 30, 1996, compared
to $87 million and $229 million for the comparable periods of 1995.
The Company believes that cash provided by operations, receivable sales,
access to term debt markets and issuance of commercial paper will provide
sufficient liquidity to meet its funding requirements.
13
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
- ----------------------------------------------------------------------
New Accounting Standard
In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." SFAS No. 125 requires securitization transactions to be
accounted for as sales when legal and effective control over transferred
receivables is surrendered. In addition, servicing assets or liabilities are
to be recognized when servicing rights are retained by the seller. Current
accounting standards do not permit recognition of servicing assets arising
from securitization transactions. SFAS No. 125 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring
after December 31, 1996 and is to be applied prospectively.
The Company will adopt SFAS No. 125 on January 1, 1997, as required. SFAS No.
125 is not expected to have a material effect on results of operations or
financial position when adopted. Securitization transactions entered into
after December 31, 1996 are expected to be structured in a manner that
qualifies for sale accounting under SFAS No. 125. Gains or losses from
securitization transactions occurring after December 31, 1996 may vary from
historical results due to, among other things, adoption of SFAS No. 125, the
level of securitization activity, and interest rates.
Review by Independent Public Accountants
Deloitte & Touche LLP, the Company's independent public accountants, performed
a review of the financial statements for the three and nine months ended
September 30, 1996 and 1995 in accordance with the standards for such reviews
established by the American Institute of Certified Public Accountants. The
review did not constitute an audit, and accordingly, Deloitte & Touche LLP did
not express an opinion on the aforementioned data.
14
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
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(Omitted in accordance with general instruction H)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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(Omitted in accordance with general instruction H)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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(Omitted in accordance with general instruction H)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) The following exhibits are filed as a part of this report.
Exhibits
3-A Copy of the Restated Articles of Incorporation of
Chrysler Financial Corporation as adopted and filed with
the Corporation Division of the Michigan Department of
Treasury on October 1, 1971. Filed as Exhibit 3-A to
Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
December 26, 1975, April 23, 1985 and June 21, 1985,
respectively. Filed as Exhibit 3-B to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
August 12, 1987 and August 14, 1987, respectively. Filed
as Exhibit 3 to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September
30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
December 11, 1987 and January 25, 1988, respectively.
Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
June 13, 1989 and June 23, 1989, respectively. Filed as
Exhibit 3-E to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30,
1989, and incorporated herein by reference.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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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 Supplemental Indenture, dated as of August 24,
1995, between Chrysler Financial Corporation and the
United States Trust Company of New York, as Trustee, to
the Indenture, dated as of June 15, 1984, related to
Senior Debt Securities of Chrysler Financial Corporation.
Filed as Exhibit 4-K to the Current Report of Chrysler
Financial Corporation on Form 8-K, dated August 24, 1995,
and incorporated herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New
York, as successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-E
to the Quarterly Report of Chrysler Financial Corporation
on Form 10-Q for the quarter ended September 30, 1986, and
incorporated herein by reference.
4-D Copy of 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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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4-E 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-F 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-G 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-H 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-I 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-J 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-K Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New
York, as successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-A
to Registration No. 33-23479 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-L Copy of First Supplemental Indenture, dated as of
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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-A Copy of Income Maintenance Agreement, made December 20,
1968, among Chrysler Financial Corporation, Chrysler
Corporation and Chrysler Motors Corporation. Filed as
Exhibit 13-D to Registration Statement No. 2-32037 of
Chrysler Financial Corporation, and incorporated herein by
reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation, amending the Income Maintenance
Agreement among such parties. Filed as Exhibit 13-B to
Registration Statement No. 2-40110 of Chrysler Financial
Corporation and Chrysler Corporation, and incorporated
herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation, further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit
5-C to Registration Statement No. 2-49615 of Chrysler
Financial Corporation, and incorporated herein by
reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation, further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit
D to the Annual Report of Chrysler Financial Corporation
on Form 10-K for the year ended December 31, 1975, and
incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler
Financial Corporation and Chrysler Corporation further
amending the Income Maintenance Agreement between such
parties. Filed as Exhibit 5-H to Registration Statement
No. 2- 56398 of Chrysler Financial Corporation, and
incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now
known as Chrysler Corporation) and Chrysler Corporation
(now known as Chrysler Motors Corporation) further
amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 10-F to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1986, and incorporated herein by
reference.
10-G Copy of Short Term Revolving Credit Agreement, dated as of
April 26, 1996, among Chrysler Financial Corporation,
Chrysler Credit Canada Ltd., the several commercial banks
party thereto, as Managing Agents, Royal Bank of Canada,
as Canadian Administrative Agent, and Chemical Bank, as
Administrative Agent. Filed as Exhibit 10-G to the
Quarterly Report of Chrysler Financial Corporation Form
10-Q for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of
April 26, 1996, among Chrysler Financial Corporation,
Chrysler Credit Canada Ltd., the several commercial banks
party thereto, as Managing Agents, Royal Bank of Canada,
as Canadian Administrative Agent, and Chemical Bank, as
Administrative Agent. Filed as Exhibit 10-H to the
Quarterly Report of Chrysler Financial Corporation Form
10-Q for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-I Copy of Sixth Amended and Restated Commitment Transfer
Agreement, dated as of April 26, 1996, among Chrysler
Financial Corporation, the several financial institutions
parties thereto and Chemical Bank, as Agent. Filed as
Exhibit 10- I to the Quarterly Report of Chrysler
Financial Corporation Form 10-Q for the quarter ended June
30, 1996, and incorporated herein by reference.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-J 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-K 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-L Copy of Amended and Restated Trust Agreement, dated as of
June 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1993-3. Filed as Exhibit 4.1 to the Quarterly Report of
Premier Auto Trust 1993-3 on Form 10-Q for the quarter
ended June 30, 1993, and incorporated herein by
reference.
10-M 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-N 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, Series 1993-1.
Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein
by reference.
10-O 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-P 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-Q 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-R 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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-S 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-T 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-U 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-V 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-W 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-X 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-Y 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, Series 1993-2.
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-Z 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-AA 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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ Copy of Master Receivables Purchase Agreement among
Chrysler Credit Canada Ltd., CORE Trust and Chrysler
Financial Corporation, dated as of November 29, 1994.
Filed as Exhibit 10-FFF to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-KK 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. Filed as Exhibit 10-
GGG to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-LL 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. Filed as Exhibit 10-
HHH to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement, dated as of December 14,
1994, between Chrysler Capital Income Partners, L.P. and
First Union Commercial Corporation. Filed as Exhibit
10-III to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-NN 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. Filed as
Exhibit 10-JJJ to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December
31, 1994, and incorporated herein by reference.
10-OO 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-PP 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-QQ Copy of Series 1995-1 Supplement, dated as of September
20, 1995, among Chrysler Credit Canada Ltd., The Royal
Trust Company, Pure Trust, Auto Receivables Corporation
and Chrysler Financial Corporation, to the Master
Custodial and Servicing Agreement, dated as of September
1, 1992. Filed as Exhibit 10-NNN to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1995, and incorporated herein
by reference.
10-RR 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-SS 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.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-TT 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-UU 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-VV 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-WW 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-XX 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-YY 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-ZZ 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.
10-AAA Copy of Receivables Purchase Agreement, dated as of
February 28, 1995, among Chrysler Financial Corporation,
Premier Auto Receivables Company and ABN AMRO Bank, N.V.,
with respect to the sale of retail automotive receivables
to Windmill Funding Corporation. Filed as Exhibit 10-GGGG
to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended March 31, 1995, and
incorporated herein by reference.
10-BBB Copy of Series 1994-1 Supplement, dated as of September
30, 1994, 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 1994-1.
Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated November 23,
1994, and incorporated herein by reference.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
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10-CCC Copy of Series 1994-2 Supplement, dated as of October 31,
1994, 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 1994-2. Filed as
Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 22, 1994, and
incorporated herein by reference.
10-DDD Copy of Series 1994-3 Supplement, dated as of November 30,
1994, 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 1994-3.
Filed as Exhibit 4-W to the Annual Report on Form 10-K of
CARCO Auto Loan Master Trust for the year ended December
31, 1994, and incorporated herein by reference.
10-EEE Copy of Series 1995-1 Supplement, dated as of December 31,
1994, 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 1995-1.
Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated January 19,
1995, and incorporated herein by reference.
10-FFF Copy of Series 1995-2 Supplement, dated as of February 28,
1995, 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 1995-2. Filed as
Exhibit 3 to CARCO Auto Loan Master Trust's Registration
Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
10-GGG Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-1. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 of Premier
Auto Trust 1995-1, and incorporated herein by reference.
10-HHH Copy of Indenture, dated as of February 1, 1995, between
Premier Auto Trust 1995-1 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-1. Filed as Exhibit 4.2 to the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 of Premier
Auto Trust 1995-1, and incorporated herein by reference.
10-III Copy of Sale and Servicing Agreement, dated as of February
1, 1995, among Premier Auto Trust 1995-1, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-1. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 of Premier Auto Trust 1995-1, and
incorporated herein by reference.
10-JJJ Copy of Amended and Restated Trust Agreement, dated as of
April 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-2. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of Premier
Auto Trust 1995-2, and incorporated herein by reference.
10-KKK Copy of Indenture, dated as of April 1, 1995, between
Premier Auto Trust 1995-2 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-2. Filed as Exhibit 4.2 to the Quarterly report on
Form 10-Q for the quarter ended June 30, 1995 of Premier
Auto Trust 1995-2, and incorporated herein by reference.
24
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-LLL Copy of Sale and Servicing Agreement, dated as of April 1,
1995, among Premier Auto Trust 1995-2, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-2. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 of Premier Auto Trust 1995-2, and
incorporated herein by reference.
10-MMM Copy of Series 1995-3 Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
1995-3. Filed as Exhibit 4-Z to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of CARCO
Auto Loan Master Trust, and incorporated herein by
reference.
10-NNN Copy of Series 1995-4 Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
Series 1995-4. Filed as Exhibit 4-AA to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 of
CARCO Auto Loan Master Trust, and incorporated herein by
reference.
10-OOO Copy of Series 1995-4A Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
Series 1995-4A. Filed as Exhibit 4-BB to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 of
CARCO Auto Loan Master Trust, and incorporated herein by
reference.
10-PPP Copy of Master Receivables Purchase Agreement, made as of
July 24, 1995, among Chrysler Credit Canada Ltd., The
Royal Trust Company and Chrysler Financial Corporation,
with respect to Pure Trust 1995-1. Filed as Exhibit
10-RRRR to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30,
1995, and incorporated herein by reference.
10-QQQ Copy of Terms Schedule, dated as of July 24, 1995, among
Chrysler Credit Canada Ltd., The Royal Trust Company and
Chrysler Financial Corporation, with respect to Pure Trust
1995-1. Filed as Exhibit 10-SSSS to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1995, and incorporated herein
by reference.
10-RRR Copy of Receivables Purchase Agreement, dated as of
December 14, 1995, among Chrysler Financial Corporation,
Premier Auto Receivables Company, Chrysler Credit
Corporation, and ABN AMRO Bank N.V., as Agent, with
respect to the sale of retail automotive receivables to
Windmill Funding Corporation, Series 1995- 2. Filed as
Exhibit 10-KKKK to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December
31, 1995, and incorporated herein by reference.
10-SSS Copy of Certificate of Trust of Premier Auto Trust 1995-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1995-3 for the quarter ended September
30, 1995, and incorporated herein by reference.
10-TTT Copy of Amended and Restated Trust Agreement, dated as of
July 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-3. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter
ended September 30, 1995, and incorporated herein by
reference.
25
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-UUU Copy of Indenture, dated as of July 1, 1995, between
Premier Auto Trust 1995-3 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-3. Filed as Exhibit 4.2 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter
ended September 30, 1995, and incorporated herein by
reference.
10-VVV Copy of Sale and Servicing Agreement, dated as of July 1,
1995, among Premier Auto Trust 1995-3, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1995-3 for the quarter ended September 30, 1995, and
incorporated herein by reference.
10-WWW Copy of Terms Schedule among Chrysler Credit Canada Ltd.,
CORE Trust and Chrysler Financial Corporation, dated as of
December 14, 1995, with respect to CORE Trust 1995-1.
Filed as Exhibit 10-PPPP to the Annual Report of Chrysler
Financial Corporation for the year ended December 31,
1995, and incorporated herein by reference.
10-XXX Copy of Agreement and Plan of Merger, dated as of December
31, 1995, between Chrysler Financial Corporation and
Chrysler Credit Corporation, providing for the merger of
these two corporations on December 31, 1995, with Chrysler
Financial Corporation being the surviving corporation.
Filed as Exhibit 10- QQQQ to the Annual Report of Chrysler
Financial Corporation for the year ended December 31,
1995, and incorporated by reference.
10-YYY Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Receivables
1995-4. Filed as Exhibit 4.1 to the Annual Report on Form
10-K of Premier Auto Trust 1995-4 for the year ended
December 31, 1995, and incorporated herein by reference.
10-ZZZ Copy of Certificate of Trust of Premier Auto Trust 1995-4.
Filed as Exhibit 3 to the Annual Report on Form 10-K of
Premier Auto Trust 1995-4 for the year ended December 31,
1995, and incorporated herein by reference.
10-AAAA Copy of Indenture, dated as of November 1, 1995, between
Premier Auto Trust 1995-4 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-4. Filed as Exhibit 4.2 to the Annual Report on Form
10-K of Premier Auto Trust 1995-4 for the year ended
December 31, 1995, and incorporated herein by reference.
10-BBBB Copy of Sale and Servicing Agreement, dated as of November
1, 1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.3
to the Annual Report on Form 10-K of Premier Auto Trust
1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-CCCC Copy of Receivables Purchase Agreement, dated as of May
30, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation, and ABN AMRO Bank, N.V., as Agent,
with respect to the sale of retail automotive receivables
to Windmill Funding Corporation, Series 1996-1. Filed as
Exhibit 10-OOOO to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended June
30, 1996, and incorporated herein by reference.
10-DDDD Copy of Certificate of Trust of Premier Auto Trust 1996-1.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
26
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-EEEE Copy of Amended and Restated Trust Agreement, dated as of
March 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1996-1 for the quarter
ended March 31, 1996, and incorporated herein by
reference.
10-FFFF Copy of Indenture, dated as of March 1, 1996, between
Premier Auto Trust 1996-1 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-1. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-1
for the quarter ended March 31, 1996, and incorporated
herein by reference.
10-GGGG Copy of Sale and Servicing Agreement, dated as of March 1,
1996, between Premier Auto Trust 1996-1 and Chrysler
Financial Corporation (excluding Schedules A and C), for
Premier Auto Trust 1996-1. Filed as Exhibit 4.3 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-1
for the quarter ended March 31, 1996, and incorporated by
reference.
10-HHHH Copy of Receivables Sale Agreement, dated as of June 27,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation
and Canadian Imperial Bank of Commerce, as Administrative
Agent. Filed as Exhibit 10-TTTT to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the
quarter ended June 30, 1996, and incorporated herein by
reference.
10-IIII Copy of Asset Purchase Agreement, dated as of August 30,
1996, between Chrysler First Business Credit Corporation
and Berkeley Federal Bank & Trust, F.S.B.
10-JJJJ Copy of Asset Purchase Agreement, dated as of August 30,
1996, between Chrysler First Business Credit Corporation
and Blackrock Capital Finance, L.P.
10-KKKK Copy of Certificate of Trust of Premier Auto Trust 1996-2.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-2 for the quarter ended June 30,
1996, and incorporated herein by reference.
10-LLLL Copy of Amended and Restated Trust Agreement, dated as of
May 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank
Delaware, as Owner Trustee, with respect to Premier Auto
Trust 1996-2. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-MMMM Copy of Indenture, dated as of May 1, 1996, between
Premier Auto Trust 1996-2 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2
for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-NNNN Copy of Sale and Servicing Agreement, dated as of May 1,
1996, between Premier Auto Trust 1996-2 and Chrysler
Financial Corporation (excluding Schedules A and C), with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-OOOO Copy of Certificate of Trust of Premier Auto Trust 1996-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-3 for the quarter ended June 30,
1996, and incorporated herein by reference.
27
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-PPPP Copy of Amended and Restated Trust Agreement, dated as of
June 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank
Delaware, as Owner Trustee, with respect to Premier Auto
Trust 1996-3. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-QQQQ Copy of Indenture, dated as of June 1, 1996, between
Premier Auto Trust 1996-3 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3
for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-RRRR Copy of Sale and Servicing Agreement, dated as of June 1,
1996, between Premier Auto Trust 1996-3 and Chrysler
Financial Corporation (excluding Schedules A and C), with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
12-A Chrysler Financial Corporation and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations
of Ratios of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter in lieu of Consent.
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, 4-K, 4-L, 4-M, 4-N, 4-O, and 4-P thereto, have not
been filed as exhibits to this report since the amount of securities
authorized under any one of such instruments does not exceed 10% of the total
assets of the registrant and its subsidiaries on a consolidated basis. The
registration agrees to furnish to the Commission a copy of each such
instrument upon request.
(b) The registrant filed the following report on Form 8-K during the quarter
ended September 30, 1996.
Date of Report Date Filed Item Reported
-------------- ---------- -------------
August 21, 1996 August 22, 1996 5
Financial Statements Filed
--------------------------
None
28
<PAGE>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
-----------------------------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chrysler Financial Corporation
------------------------------
(Registrant)
Date: October 15, 1996 By: s/T. F. Gilman
------------------------------
T. F. Gilman
Vice President and Controller
Principal Accounting Officer
29
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
- -----------
3-A Copy of the Restated Articles of Incorporation of
Chrysler Financial Corporation as adopted and filed with
the Corporation Division of the Michigan Department of
Treasury on October 1, 1971. Filed as Exhibit 3-A to
Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
December 26, 1975, April 23, 1985 and June 21, 1985,
respectively. Filed as Exhibit 3-B to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
August 12, 1987 and August 14, 1987, respectively. Filed
as Exhibit 3 to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September
30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
December 11, 1987 and January 25, 1988, respectively.
Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
June 13, 1989 and June 23, 1989, respectively. Filed as
Exhibit 3-E to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30,
1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
September 13, 1989, January 31, 1990 and March 8, 1990,
respectively. Filed as Exhibit 3-E to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of
Incorporation of Chrysler Financial Corporation filed with
the Department of Commerce of the State of Michigan on
March 29, 1990 and May 10, 1990. Filed as Exhibit 3-G to
the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended March 31, 1990, and
incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as
amended to March 2, 1987. Filed as Exhibit 3-C to the
Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and
incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as
amended to August 1, 1990. Filed as Exhibit 3-I to the
Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
E-1
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
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 Supplemental Indenture, dated as of August 24,
1995, between Chrysler Financial Corporation and the
United States Trust Company of New York, as Trustee, to
the Indenture, dated as of June 15, 1984, related to
Senior Debt Securities of Chrysler Financial Corporation.
Filed as Exhibit 4-K to the Current Report of Chrysler
Financial Corporation on Form 8-K, dated August 24, 1995,
and incorporated herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New
York, as successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-E
to the Quarterly Report of Chrysler Financial Corporation
on Form 10-Q for the quarter ended September 30, 1986, and
incorporated herein by reference.
4-D Copy of 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-E 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-F 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-G Copy of Second Supplemental Indenture, dated as of
September 7, 1990, between Chrysler Financial Corporation
and Manufacturers Hanover Trust Company, Trustee, United
States Trust Company of New York, as successor Trustee, to
the Indenture, dated as of February 15, 1988, between such
parties, related to Chrysler Financial Corporation Senior
Debt Securities. Filed as Exhibit 4-M to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and incorporated
herein by reference.
E-2
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
4-H 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-I 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-J 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-K Copy of Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New
York, as successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-A
to Registration No. 33-23479 of Chrysler Financial
Corporation, and incorporated herein by reference.
4-L Copy of First Supplemental Indenture, dated as of
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.
E-3
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
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 Short Term Revolving Credit Agreement, dated as of
April 26, 1996, among Chrysler Financial Corporation,
Chrysler Credit Canada Ltd., the several commercial banks
party thereto, as Managing Agents, Royal Bank of Canada,
as Canadian Administrative Agent, and Chemical Bank, as
Administrative Agent. Filed as Exhibit 10-G to the
Quarterly Report of Chrysler Financial Corporation Form
10-Q for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of
April 26, 1996, among Chrysler Financial Corporation,
Chrysler Credit Canada Ltd., the several commercial banks
party thereto, as Managing Agents, Royal Bank of Canada,
as Canadian Administrative Agent, and Chemical Bank, as
Administrative Agent. Filed as Exhibit 10-H to the
Quarterly Report of Chrysler Financial Corporation Form
10-Q for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-I Copy of Sixth Amended and Restated Commitment Transfer
Agreement, dated as of April 26, 1996, among Chrysler
Financial Corporation, the several financial institutions
parties thereto and Chemical Bank, as Agent. Filed as
Exhibit 10- I to the Quarterly Report of Chrysler
Financial Corporation Form 10-Q for the quarter ended June
30, 1996, and incorporated herein by reference.
10-J 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-K 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-L Copy of Amended and Restated Trust Agreement, dated as of
June 1, 1993, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1993-3. Filed as Exhibit 4.1 to the Quarterly Report of
Premier Auto Trust 1993-3 on Form 10-Q for the quarter
ended June 30, 1993, and incorporated herein by
reference.
10-M 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.
E-4
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-N 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, Series 1993-1.
Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein
by reference.
10-O 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-P 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-Q 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-R 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-S 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-T 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-U 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-V 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.
E-5
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-W 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-X 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-Y 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, Series 1993-2.
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-Z 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-AA 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-BB 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-CC 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-DD 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-EE 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.
E-6
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-FF 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-GG 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-HH 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-II 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-JJ Copy of Master Receivables Purchase Agreement among
Chrysler Credit Canada Ltd., CORE Trust and Chrysler
Financial Corporation, dated as of November 29, 1994.
Filed as Exhibit 10-FFF to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended
December 31, 1994, and incorporated herein by reference.
10-KK 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. Filed as Exhibit 10-
GGG to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-LL 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. Filed as Exhibit 10-
HHH to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement, dated as of December 14,
1994, between Chrysler Capital Income Partners, L.P. and
First Union Commercial Corporation. Filed as Exhibit
10-III to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31,
1994, and incorporated herein by reference.
10-NN 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. Filed as
Exhibit 10-JJJ to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December
31, 1994, and incorporated herein by reference.
10-OO 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-7<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-PP 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-QQ Copy of Series 1995-1 Supplement, dated as of September
20, 1995, among Chrysler Credit Canada Ltd., The Royal
Trust Company, Pure Trust, Auto Receivables Corporation
and Chrysler Financial Corporation, to the Master
Custodial and Servicing Agreement, dated as of September
1, 1992. Filed as Exhibit 10-NNN to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1995, and incorporated herein
by reference.
10-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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-XX 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.
E-8
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-YY 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-ZZ 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.
10-AAA Copy of Receivables Purchase Agreement, dated as of
February 28, 1995, among Chrysler Financial Corporation,
Premier Auto Receivables Company and ABN AMRO Bank, N.V.,
with respect to the sale of retail automotive receivables
to Windmill Funding Corporation. Filed as Exhibit 10-GGGG
to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended March 31, 1995, and
incorporated herein by reference.
10-BBB Copy of Series 1994-1 Supplement, dated as of September
30, 1994, 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 1994-1.
Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated November 23,
1994, and incorporated herein by reference.
10-CCC Copy of Series 1994-2 Supplement, dated as of October 31,
1994, 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 1994-2. Filed as
Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 22, 1994, and
incorporated herein by reference.
10-DDD Copy of Series 1994-3 Supplement, dated as of November 30,
1994, 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 1994-3.
Filed as Exhibit 4-W to the Annual Report on Form 10-K of
CARCO Auto Loan Master Trust for the year ended December
31, 1994, and incorporated herein by reference.
10-EEE Copy of Series 1995-1 Supplement, dated as of December 31,
1994, 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 1995-1.
Filed as Exhibit 3 to the Registration Statement on Form
8-A of CARCO Auto Loan Master Trust dated January 19,
1995, and incorporated herein by reference.
10-FFF Copy of Series 1995-2 Supplement, dated as of February 28,
1995, 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 1995-2. Filed as
Exhibit 3 to CARCO Auto Loan Master Trust's Registration
Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
10-GGG Copy of Amended and Restated Trust Agreement, dated as of
February 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-1. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 of Premier
Auto Trust 1995-1, and incorporated herein by reference.
E-9
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-HHH Copy of Indenture, dated as of February 1, 1995, between
Premier Auto Trust 1995-1 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-1. Filed as Exhibit 4.2 to the Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 of Premier
Auto Trust 1995-1, and incorporated herein by reference.
10-III Copy of Sale and Servicing Agreement, dated as of February
1, 1995, among Premier Auto Trust 1995-1, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-1. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 of Premier Auto Trust 1995-1, and
incorporated herein by reference.
10-JJJ Copy of Amended and Restated Trust Agreement, dated as of
April 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-2. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of Premier
Auto Trust 1995-2, and incorporated herein by reference.
10-KKK Copy of Indenture, dated as of April 1, 1995, between
Premier Auto Trust 1995-2 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-2. Filed as Exhibit 4.2 to the Quarterly report on
Form 10-Q for the quarter ended June 30, 1995 of Premier
Auto Trust 1995-2, and incorporated herein by reference.
10-LLL Copy of Sale and Servicing Agreement, dated as of April 1,
1995, among Premier Auto Trust 1995-2, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-2. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 of Premier Auto Trust 1995-2, and
incorporated herein by reference.
10-MMM Copy of Series 1995-3 Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
1995-3. Filed as Exhibit 4-Z to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 of CARCO
Auto Loan Master Trust, and incorporated herein by
reference.
10-NNN Copy of Series 1995-4 Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
Series 1995-4. Filed as Exhibit 4-AA to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 of
CARCO Auto Loan Master Trust, and incorporated herein by
reference.
10-OOO Copy of Series 1995-4A Supplement, dated as of April 30,
1995, among U.S. Auto Receivables Company, Chrysler Credit
Corporation and Manufacturers and Traders Trust Company,
as Trustee, with respect to CARCO Auto Loan Master Trust
Series 1995-4A. Filed as Exhibit 4-BB to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 of
CARCO Auto Loan Master Trust, and incorporated herein by
reference.
10-PPP Copy of Master Receivables Purchase Agreement, made as of
July 24, 1995, among Chrysler Credit Canada Ltd., The
Royal Trust Company and Chrysler Financial Corporation,
with respect to Pure Trust 1995-1. Filed as Exhibit
10-RRRR to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30,
1995, and incorporated herein by reference.
E-10
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-QQQ Copy of Terms Schedule, dated as of July 24, 1995, among
Chrysler Credit Canada Ltd., The Royal Trust Company and
Chrysler Financial Corporation, with respect to Pure Trust
1995-1. Filed as Exhibit 10-SSSS to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1995, and incorporated herein
by reference.
10-RRR Copy of Receivables Purchase Agreement, dated as of
December 14, 1995, among Chrysler Financial Corporation,
Premier Auto Receivables Company, Chrysler Credit
Corporation, and ABN AMRO Bank N.V., as Agent, with
respect to the sale of retail automotive receivables to
Windmill Funding Corporation, Series 1995- 2. Filed as
Exhibit 10-KKKK to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December
31, 1995, and incorporated herein by reference.
10-SSS Copy of Certificate of Trust of Premier Auto Trust 1995-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1995-3 for the quarter ended September
30, 1995, and incorporated herein by reference.
10-TTT Copy of Amended and Restated Trust Agreement, dated as of
July 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1995-3. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter
ended September 30, 1995, and incorporated herein by
reference.
10-UUU Copy of Indenture, dated as of July 1, 1995, between
Premier Auto Trust 1995-3 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-3. Filed as Exhibit 4.2 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1995-3 for the quarter
ended September 30, 1995, and incorporated herein by
reference.
10-VVV Copy of Sale and Servicing Agreement, dated as of July 1,
1995, among Premier Auto Trust 1995-3, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-3. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1995-3 for the quarter ended September 30, 1995, and
incorporated herein by reference.
10-WWW Copy of Terms Schedule among Chrysler Credit Canada Ltd.,
CORE Trust and Chrysler Financial Corporation, dated as of
December 14, 1995, with respect to CORE Trust 1995-1.
Filed as Exhibit 10-PPPP to the Annual Report of Chrysler
Financial Corporation for the year ended December 31,
1995, and incorporated herein by reference.
10-XXX Copy of Agreement and Plan of Merger, dated as of December
31, 1995, between Chrysler Financial Corporation and
Chrysler Credit Corporation, providing for the merger of
these two corporations on December 31, 1995, with Chrysler
Financial Corporation being the surviving corporation.
Filed as Exhibit 10- QQQQ to the Annual Report of Chrysler
Financial Corporation for the year ended December 31,
1995, and incorporated by reference.
10-YYY Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Receivables
1995-4. Filed as Exhibit 4.1 to the Annual Report on Form
10-K of Premier Auto Trust 1995-4 for the year ended
December 31, 1995, and incorporated herein by reference.
10-ZZZ Copy of Certificate of Trust of Premier Auto Trust 1995-4.
Filed as Exhibit 3 to the Annual Report on Form 10-K of
Premier Auto Trust 1995-4 for the year ended December 31,
1995, and incorporated herein by reference.
E-11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-AAAA Copy of Indenture, dated as of November 1, 1995, between
Premier Auto Trust 1995-4 and The Bank of New York, as
Indenture Trustee, with respect to Premier Auto Trust
1995-4. Filed as Exhibit 4.2 to the Annual Report on Form
10-K of Premier Auto Trust 1995-4 for the year ended
December 31, 1995, and incorporated herein by reference.
10-BBBB Copy of Sale and Servicing Agreement, dated as of November
1, 1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with
respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.3
to the Annual Report on Form 10-K of Premier Auto Trust
1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-CCCC Copy of Receivables Purchase Agreement, dated as of May
30, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation, and ABN AMRO Bank, N.V., as Agent,
with respect to the sale of retail automotive receivables
to Windmill Funding Corporation, Series 1996-1. Filed as
Exhibit 10-OOOO to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended June
30, 1996, and incorporated herein by reference.
10-DDDD Copy of Certificate of Trust of Premier Auto Trust 1996-1.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
10-EEEE Copy of Amended and Restated Trust Agreement, dated as of
March 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware,
as Owner Trustee, with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.1 to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1996-1 for the quarter
ended March 31, 1996, and incorporated herein by
reference.
10-FFFF Copy of Indenture, dated as of March 1, 1996, between
Premier Auto Trust 1996-1 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-1. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-1
for the quarter ended March 31, 1996, and incorporated
herein by reference.
10-GGGG Copy of Sale and Servicing Agreement, dated as of March 1,
1996, between Premier Auto Trust 1996-1 and Chrysler
Financial Corporation (excluding Schedules A and C), for
Premier Auto Trust 1996-1. Filed as Exhibit 4.3 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-1
for the quarter ended March 31, 1996, and incorporated by
reference.
10-HHHH Copy of Receivables Sale Agreement, dated as of June 27,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation
and Canadian Imperial Bank of Commerce, as Administrative
Agent. Filed as Exhibit 10-TTTT to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the
quarter ended June 30, 1996, and incorporated herein by
reference.
10-IIII Copy of Asset Purchase Agreement, dated as of August 30,
1996, between Chrysler First Business Credit Corporation
and Berkeley Federal Bank & Trust, F.S.B.
10-JJJJ Copy of Asset Purchase Agreement, dated as of August 30,
1996, between Chrysler First Business Credit Corporation
and Blackrock Capital Finance, L.P.
10-KKKK Copy of Certificate of Trust of Premier Auto Trust 1996-2.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-2 for the quarter ended June 30,
1996, and incorporated herein by reference.
E-12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - continued
- ------- --------------------------------------------
10-LLLL Copy of Amended and Restated Trust Agreement, dated as of
May 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank
Delaware, as Owner Trustee, with respect to Premier Auto
Trust 1996-2. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-MMMM Copy of Indenture, dated as of May 1, 1996, between
Premier Auto Trust 1996-2 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2
for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-NNNN Copy of Sale and Servicing Agreement, dated as of May 1,
1996, between Premier Auto Trust 1996-2 and Chrysler
Financial Corporation (excluding Schedules A and C), with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-OOOO Copy of Certificate of Trust of Premier Auto Trust 1996-3.
Filed as Exhibit 3 to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1996-3 for the quarter ended June 30,
1996, and incorporated herein by reference.
10-PPPP Copy of Amended and Restated Trust Agreement, dated as of
June 1, 1996, among Premier Auto Receivables Company,
Chrysler Financial Corporation, and Chemical Bank
Delaware, as Owner Trustee, with respect to Premier Auto
Trust 1996-3. Filed as Exhibit 4.1 to the Quarterly Report
on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-QQQQ Copy of Indenture, dated as of June 1, 1996, between
Premier Auto Trust 1996-3 and The Bank of New York, as
Indenture Trustee (excluding Schedule A), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.2 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3
for the quarter ended June 30, 1996, and incorporated
herein by reference.
10-RRRR Copy of Sale and Servicing Agreement, dated as of June 1,
1996, between Premier Auto Trust 1996-3 and Chrysler
Financial Corporation (excluding Schedules A and C), with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.3
to the Quarterly Report on Form 10-Q of Premier Auto Trust
1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
12-A Chrysler Financial Corporation and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations
of Ratios of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter in lieu of Consent.
27 Financial Data Schedule
E-13
CHRYSLER FIRST BUSINESS CREDIT CORPORATION
ASSET PURCHASE AGREEMENT
by and between
CHRYSLER FIRST BUSINESS CREDIT CORPORATION
and
BERKELEY FEDERAL BANK & TRUST F.S.B.
Dated as of August 30, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I CERTAIN DEFINITIONS; INTERPRETATION...................... 1
1.1 Definitions....................................... 1
1.2 Interpretation.................................... 5
ARTICLE II PURCHASE AND SALE........................................ 5
2.1 Purchase and Sale................................. 5
2.2 Certain Transferred Assets........................ 5
2.3 Assumed Liabilities............................... 6
2.4 Certain Liabilities............................... 6
2.5 Closing........................................... 6
2.6 Relation with Other Asset Purchase Agreement...... 7
ARTICLE III PAYMENT OF PURCHASE PRICE................................ 8
3.1 Estimated Net Credit.............................. 8
3.2 Determination of Net Credit; Dispute Resolution... 8
(a) Review by the Purchaser.................... 8
(b) Resolution of Disagreements................ 8
3.3 Post-Closing Payment.............................. 9
(a) Final Settlement........................... 9
(b) Method of Payment.......................... 9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER............. 9
4.1 Organization and Existence........................ 9
4.2 Authority and Approval; Binding Effect............ 9
4.3 No Conflict....................................... 9
4.4 No Conflict with Contracts........................10
4.5 Loan Assets.......................................10
4.6 REO Assets........................................11
4.7 Amounts on Deposit................................11
4.8 Litigation........................................11
4.9 Permits and Other Operating Rights;
Compliance with Laws..............................11
4.10 Environmental Matters.............................12
4.11 Operations Since Cut-Off Date.....................12
4.12 Brokers...........................................12
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.......... 12
5.1 Organization and Existence........................ 12
5.2 Authority and Approval; Binding Effect............ 12
5.3 No Conflict....................................... 13
5.4 Funds Available................................... 13
5.5 Litigation........................................ 13
5.6 Brokers........................................... 13
ARTICLE VI COVENANTS OF THE SELLER.................................. 13
6.1 Servicing of Transferred Assets................... 13
6.2 Access............................................ 14
6.3 Consents.......................................... 14
6.4 Reasonable Efforts................................ 14
6.5 Inconsistent Activities........................... 14
ARTICLE VII COVENANTS OF THE PURCHASER............................... 14
7.1 Reasonable Efforts................................ 14
7.2 Access............................................ 14
7.3 Confidentiality................................... 15
7.4 Legal Claims...................................... 15
7.5 Certain Notifications............................. 15
7.6 Information Reporting............................. 15
ARTICLE VIII CONDITIONS TO CLOSING.................................... 15
8.1 Condition to the Obligations of the Purchaser..... 15
8.2 Conditions to the Obligations of the Seller....... 16
(a) Compliance................................. 16
(b) Closing Under Other Asset
Purchase Agreement ........................ 16
ARTICLE IX TERMINATION.............................................. 16
9.1 Grounds for Termination........................... 16
9.2 Effect of Termination............................. 16
ARTICLE X EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS; INDEMNIFICATION................ 17
10.1 Survival; Remedy for Breach....................... 17
10.2 Indemnification by the Seller..................... 18
10.3 Indemnification by the Purchaser.................. 18
10.4 Procedures Governing Indemnification.............. 19
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ARTICLE XI MISCELLANEOUS............................................ 20
11.1 Disclosure Schedule............................... 20
11.2 Notices........................................... 20
11.3 Books and Records; Additional Deliveries.......... 21
11.4 Expenses.......................................... 21
11.5 Bulk Sales........................................ 21
11.6 Successors and Assigns............................ 21
11.7 No Third Party Beneficiaries...................... 22
11.8 Entire Agreement; Amendment....................... 22
11.9 Limitation on Warranties.......................... 22
11.10 Public Statements................................. 22
11.11 Severability...................................... 23
11.12 Counterparts...................................... 23
11.13 Necessary and Desirable Actions................... 23
11.14 Governing Law..................................... 23
11.15 Forum Selection and Consent to Jurisdiction....... 23
11.16 Waiver of Jury Trial.............................. 23
SCHEDULES
Schedule A -- Loan Assets Schedule
Schedule B -- REO Assets Schedule
Schedule C -- Escrow Balances Schedule
Schedule D -- Disclosure Schedule
Schedule E -- Additional Servicing Procedures Applied
After Date of Agreement
EXHIBITS
Exhibit 1 -- Bill of Sale and Assignment
Exhibit 2 -- Chrysler Financial Guaranty
Exhibit 3 -- Instrument of Assumption
Exhibit 4 -- Power of Attorney
iii
<PAGE>
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of August 30, 1996, by and
between CHRYSLER FIRST BUSINESS CREDIT CORPORATION, a Delaware corporation
(the "Seller"), and BERKELEY FEDERAL BANK & TRUST FSB, a federal savings bank
(the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser desires to purchase and take assignment of the
Designated Transferred Assets, and the Seller desires to sell and assign the
Designated Transferred Assets to the Purchaser, upon the terms and subject to
the conditions hereinafter set forth; and
WHEREAS, on the date hereof, the Seller, as the seller, and BlackRock
Capital Finance L.P., a Delaware limited partnership ("BlackRock"), as the
purchaser, have entered into an asset purchase agreement relating to the
purchase and sale of the Remaining Transferred Assets (the "BlackRock Asset
Purchase Agreement").
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS; INTERPRETATION
1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlled by, controlling or under common control with
such Person.
"Agreement" means this Asset Purchase Agreement, including the
Schedules and Exhibits attached hereto, and any restatement hereof and any
supplement, amendment or modification hereto.
"Allocated Percentage" of any amount referred to in this Agreement
means the percentage of such amount as may be specified by the Purchaser not
less than two business days before such amount is to be paid (in the case of
the Purchase Price) or two business days before the Seller is required
hereunder to deliver to the Purchaser a calculation based on such percentage
(in any other case) hereunder and, failing such specification, means 50%,
provided that the Allocated Percentage and the Corresponding Allocated
Percentage shall in any event equal 100%. The "Allocated Percentage"
designated by the Purchaser for one amount referred to in this Agreement may
be different from that applicable to a different amount referred to in this
Agreement.
"Assumed Liabilities" is defined in Section 2.3.
"Bill of Sale and Assignment" means the Bill of Sale and Assignment to
be made by the Seller in favor of the Purchaser at the Closing and
substantially in the form of Exhibit 1.
"BlackRock" and "BlackRock Asset Purchase Agreement" are defined in
the Recitals.
<PAGE>
"Chrysler Financial" means Chrysler Financial Corporation, a Michigan
corporation.
"Chrysler Financial Guaranty" means the guaranty to be made by
Chrysler Financial in favor of the Purchaser at the Closing and substantially
in the form of Exhibit 2.
"Closing" and "Closing Date" are defined in Section 2.5.
"Confidentiality Agreement" is defined in Section 7.3.
"Contract" means any lease, sales order, purchase order, loan
agreement, security agreement, pledge agreement, license agreement, indenture,
mortgage, note, bond, instrument or other contract or agreement.
"Corresponding", when used with a term defined herein, means such term
as defined in the BlackRock Asset Purchase Agreement, and "Corresponding
Provision" when used with respect to a provision of this Agreement, means the
substantially equivalent provision of the BlackRock Asset Purchase Agreement.
"Cut-Off Date" means the close of business on May 31, 1996.
"Disclosure Schedule" means Schedule D to this Agreement.
"Due Diligence Information" means the information contained in the
loan files, legal files, reports and other records (including computer
records) which were made available for review by the Purchaser prior to the
date of this Agreement. "Due Diligence Information" includes Schedules A, B
and C and, to the extent that information set forth therein (and represented
and warranted to by the Seller pursuant to Article IV) shall be inconsistent
with other Due Diligence Information, the information set forth in Schedule A,
B or C, as applicable, shall control.
"Environmental Law" means any statute, rule or regulation, as in
existence on the Cut-Off Date, relating to environmental protection or the
use, generation, manufacture, transportation or other handling of any
substance, chemical, waste or other material which is listed, defined or
otherwise identified in such statute as hazardous, toxic or dangerous.
"Estimated Net Credit" is defined in Section 3.1.
"Indemnifiable Loss" means any and all damages, losses, liabilities,
fines, penalties, amounts paid in settlement (in accordance with the terms
hereof), costs and expenses (including reasonable expenses of investigation
and reasonable attorneys' fees) relating directly to any matter for which
indemnification under this Agreement is expressly available.
"Indemnified Person" and "Indemnifying Person" are defined in Section
10.4(a).
"Independent Accounting Firm" is defined in Section 3.2(b).
"Instrument of Assumption" means the Instrument of Assumption to be
made by the Purchaser in favor of the Seller at the Closing and substantially
in the form of Exhibit 3.
"Letter Agreement" means that certain letter agreement dated as of
August 1, 1996 by and between the Purchaser and the Seller.
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<PAGE>
"Lien" means any lien, pledge, charge, security interest or other
encumbrance of any nature.
"Loan Assets" means the loans listed on Schedule A comprising, as
applicable, the promissory notes, mortgages, deeds of trust, guaranties,
assignments of leases and rents, security agreements and similar Contracts
related thereto, including Contracts in respect of New Extensions entered into
by the Seller during the Servicing Period in accordance with Section 6.1.
References to the "Designated Loan Assets" are to the Loan Assets designated
in writing by the Purchaser on or before the Closing in writing, certain
rights under which are being transferred under this Agreement, and references
to the "Remaining Loan Assets" are to the Loan Assets other than the
Designated Loan Assets, certain rights under which will be transferred
pursuant to the BlackRock Asset Purchase Agreement.
"Net Credit" means an amount equal to: (a) the Servicing Period Cash
Flow, less (b) the sum of (i) Servicing Expenses paid by the Seller during the
Servicing Period, plus (ii) the amount of New Extensions, plus (iii) the
Servicing Retainer.
"New Extensions" means the Allocated Percentage of the amount of
additional extensions of credit in respect of the Loan Assets during the
Servicing Period.
"Obligor" means a party to, or a Person otherwise obligated under, any
Loan Asset, whether as borrower, guarantor or otherwise (excluding the
Seller).
"Permitted Liens" means: (i) rights and claims of tenants or other
parties in possession; (ii) easements, encroachments, rights of way and
similar imperfections of title which do not materially affect the
marketability of the real property subject thereto; (iii) restrictions arising
under condemnation, eminent domain, zoning, building, use, occupancy, or other
laws; and (iv) Liens for taxes and other charges and assessments not yet due
and payable.
"Person" means any individual, sole proprietorship, firm, corporation,
partnership, trust, unincorporated association or other entity.
"Power of Attorney" means the Irrevocable Limited Power of Attorney to
be granted by the Seller to the Purchaser at the Closing and substantially in
the form of Exhibit 4.
"Purchase Price" means the Allocated Percentage of $248,478,108.
"Purchaser" is defined in the Preamble, and includes any successor and
permitted assignee of the Purchaser.
"Related Agreement" means any of the following: the Bill of Sale and
Assignment, the Instrument of Assumption, the Power of Attorney and any other
Transfer Instruments. References in this Agreement to a Person's Related
Agreements shall mean the Related Agreements to which such Person is, or is
purported to be, a party.
"REO Assets" means the real property, including all improvements
thereon: (i) listed on Schedule B, and (ii) of the Seller in respect of the
loans described on Schedule A, in cases where the Seller has taken title to
such real property on or prior to the Cut-Off Date but where additional
collateral remains. References to the "Designated REO Assets" are to the REO
Assets designated by the Purchaser in writing on or before the Closing,
certain rights to which are being transferred under this Agreement, and
references to the "Remaining REO Assets" are to the REO Assets other than the
Designated REO Assets, certain rights to which are being transferred pursuant
to the BlackRock Asset Purchase Agreement.
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<PAGE>
"Responsible Party" means either the Purchaser or the Seller, if such
party: (i) does not consummate the transactions contemplated in Article II on
or before September 30, 1996 for any reason other than the non-satisfaction of
the condition(s) to its obligation to consummate such transactions described
in Section 8.1 or 8.2, as applicable; or (ii) has not, on or before September
30, 1996, satisfied the condition to the obligation of the other party to
consummate such transactions described in Section 8.2(a) or 8.1 as applicable.
"Seller" is defined in the Preamble.
"Servicing Expenses" means the Allocated Percentage of the ordinary
course direct out of pocket expenses incurred by the Seller on account of or
with respect to the servicing of the Transferred Assets, consisting of
expenses of repairs and improvements thereon, taxes, closing costs (including
customary sales commissions), insurance, operating costs associated with the
REO Assets, appraisals, environmental reports and legal fees.
"Servicing Period" means the period beginning on June 1, 1996 and
ending on the Closing Date.
"Servicing Period Cash Flow" means the Allocated Percentage of an
amount equal to all payments received by the Seller during the Servicing
Period on account of or with respect to the Transferred Assets, including
payments of interest and principal, insurance proceeds, condemnation proceeds,
liquidation proceeds or other recoveries.
"Servicing Retainer" means the Allocated Percentage of an amount equal
to $61,800 per month for each calendar month of the Servicing Period (prorated
for any partial month), provided that if the Closing shall not have occurred
by August 31, 1996, the Servicing Retainer shall be increased by the Allocated
Percentage of $1,667,000 per month (prorated for any partial month) for the
period commencing on September 1, 1996 and ending on the date of the Closing,
and provided further that such increase will not take effect if the Closing
shall be delayed beyond August 31, 1996 because the Seller shall have: (i)
refused to consummate the transactions described in Section 2.5 by such date
although the conditions to its obligation to consummate such transactions set
forth in Section 8.2 have been satisfied; or (ii) the Seller shall have failed
to use its commercially reasonable efforts to satisfy the condition (insofar
as the satisfaction of such condition was within the Seller's control) to the
Purchaser's obligation to consummate such transaction set forth in Section 8.1
by August 31, 1996. The Purchaser acknowledges that the possible increase in
the Servicing Retainer is not in the nature of a remedy but rather reflects
certain assumptions made by the Purchaser in offering, with BlackRock, to
purchase the Transferred Assets at the Purchase Price and Corresponding
Purchase Price.
"Specific Asset Transfer" means the transfer of any individual
Transferred Asset.
"Transfer Instruments" means such good and sufficient deeds, bills of
sale, assignments, assignment and assumption agreements, notice filings and
other instruments of sale, conveyance, transfer, assignment and assumption, in
form and substance reasonably satisfactory to the parties and as shall be
required to transfer to the Purchaser the Designated Transferred Assets, and
as shall be required to evidence the Purchaser's agreement to assume, pay,
perform, fulfill and discharge the Assumed Liabilities.
"Transferred Assets" means: (i) the Loan Assets; (ii) the REO Assets;
(iii) Contracts entered into by the Seller prior to the Closing Date relating
to (A) the sale of any real property subject to a mortgage comprising a Loan
Asset, title to which was taken by the Seller after the Cut-Off Date, and (B)
the sale of any REO Asset; (iv) Contracts entered into by the Seller prior to
the Closing Date relating
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<PAGE>
to the sale of any Loan Asset; and (v) Contracts with tenants on or other
parties in possession of (A) any real property subject to a mortgage
comprising a Loan Asset, title to which was taken by the Seller after the
Cut-Off Date, and (B) any REO Asset. References to the "Designated Transferred
Assets" are to the Designated Loan Assets, the Designated REO Assets, and any
Contracts described in clauses (iii), (iv) or (v) above relating to such
Designated Loan Assets and Designated REO Assets, and references to the
"Remaining Transferred Assets" are to the Remaining Loan Assets, the Remaining
REO Assets and any Contracts described in clauses (iii), (iv) or (v) above
relating to such Remaining Loan Assets or Remaining REO Assets.
1.2 Interpretation. The headings preceding the text of Articles,
Sections and subsections and Schedules included in this Agreement are for
convenience only and shall not be deemed part of this Agreement or be given
any effect in interpreting this Agreement. The use of the terms "including" or
"include" shall, in all cases, mean "including, without limitation," and
"include, without limitation," respectively. The use of the masculine,
feminine or neuter gender herein shall, as applicable, also refer to the other
genders. Except as the context otherwise requires, the use of the singular
form of any term shall also refer to the plural, and vice versa. Unless the
context otherwise requires, whenever the terms "hereto", "hereunder", "herein"
or "hereof" are used in this Agreement, such terms shall be construed as
referring to this entire Agreement and references to "Articles", "Sections",
"subsections", "clauses", "Schedules", "Exhibits", "Preamble" and "Recitals"
shall be construed as referring to those of this Agreement. References in this
Agreement to "to the knowledge" of the Purchaser means to the actual knowledge
of the officers, employees and agents of the Purchaser who were engaged in the
evaluation, negotiation and due diligence investigations with respect to the
transactions contemplated hereby. References "to the knowledge" of the Seller
means to the actual knowledge of the senior executives of the Seller (at its
headquarters), after due inquiry made of other employees of the Seller whom
such senior executives reasonably believe are knowledgeable in the subject
matter in issue, which employees shall have made reasonable inquiry into the
records and files of the Seller.
ARTICLE II
PURCHASE AND SALE
2.1 Purchase and Sale. Upon the terms, and subject to the conditions,
of this Agreement, the Seller agrees to sell, assign, transfer, convey and
deliver to the Purchaser, without recourse, representation or warranty, except
as expressly provided in this Agreement, all of the Seller's right, title and
interest existing at the Closing in and to: (a) the Designated Transferred
Assets; and (b) any books and records of the Seller relating to the Designated
Transferred Assets (other than income tax, historical financial and employment
records of the Seller or other similar records relating to the business and
operations of the Seller on an aggregated basis (but the Seller shall be under
no obligation to separate any such books and records among Designated
Transferred Assets and Remaining Transferred Assets). It is understood and
agreed that Schedules A and B reflect certain matters as of the Cut-Off Date
and that, as of the Closing Date, the right, title and interest of the Seller
in and to the Designated Loan Assets and the Designated REO Assets will,
subject to the terms of this Agreement, be different from that existing on the
Cut-Off Date.
2.2 Certain Transferred Assets. Anything in this Agreement to the
contrary notwithstanding, this Agreement shall not constitute an agreement to
assign any rights under any Contract comprising a Designated Transferred Asset
or any claim, right or benefit thereunder or resulting therefrom if an
assignment thereof, without the consent of a third Person, would constitute a
breach or violation thereof and such consent is not obtained prior to the
Closing. If (i) such a consent is so required for the assignment of such
Contract and has not been obtained prior to the Closing or (ii) an attempted
assignment of such Contract is ineffective, then the Seller and the Purchaser
shall enter into a mutually
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<PAGE>
acceptable arrangement relating to such Contract to provide the Purchaser with
the practical economic benefits of, and to impose on the Purchaser the
obligations under, such Contract.
2.3 Assumed Liabilities. At the Closing, the Purchaser shall assume,
and at the Closing or thereafter, when due to be paid, performed, fulfilled
and discharged, the Purchaser shall pay, perform, fulfill and discharge all
liabilities, duties and obligations of the Seller relating to the Designated
Transferred Assets, whether or not existing or known on the date of this
Agreement or on the Closing Date (collectively, the "Assumed Liabilities").
2.4 Certain Liabilities. If the Seller is to provide to the Purchaser
the practical benefits under a Contract comprising a Designated Loan Asset
under an arrangement pursuant to Section 2.2, all liabilities, duties and
obligations of the Seller under such Contract shall be Assumed Liabilities.
2.5 Closing.
(a) Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Article
IX, the closing (the "Closing") of the purchase and sale of the Designated
Transferred Assets hereunder shall take place at the offices of Mayer, Brown &
Platt in Washington, D.C. (or such other place as the parties may agree), on
August 30, 1996, or, unless otherwise agreed, at such later date, not later
than September 30, 1996, which is five business days following the date that
the respective condition(s) to the obligations of the parties set forth in
Article VIII have been satisfied or waived (the date of the Closing being
hereinafter called the "Closing Date"). At the Closing:
(i) The Purchaser shall pay to the Seller the Purchase
Price, less the Estimated Net Credit, by wire transfer of immediately
available funds to such bank account as may be designated in a writing
delivered to the Purchaser by the Seller at least two business days
prior to the Closing.
(ii) The Purchaser shall execute and deliver to the Seller
the Instrument of Assumption.
(iii) The Seller shall execute and deliver to the Purchaser
the Bill of Sale and Assignment and the Power of Attorney and shall
deliver to the Purchaser the Chrysler Financial Guaranty, duly
executed by Chrysler Financial.
(iv)(A) The Seller shall execute and deliver a certificate,
dated the Closing Date, certifying as to the matters specified in
Section 8.1 and (B) the Purchaser shall execute and deliver a
certificate, dated the Closing Date, certifying as to the matters
specified in Section 8.2(a).
(v) The Purchaser shall deliver (A) certified copies of
resolutions of the Board of Directors of the Purchaser, or a duly
authorized committee thereof, giving any necessary approval or
authorization with respect to this Agreement and the Purchaser's
Related Agreements, (B) incumbency and signature certificates as to
the officers of the Purchaser executing documents on behalf of the
Purchaser, (C) certified copies of the certificate or articles of
incorporation and bylaws of the Purchaser, and (D) a good standing
certificate from the Office of Thrift Supervision with respect to the
Purchaser (provided that, if unavailable by the Closing, the Purchaser
may deliver such good standing certificate after the Closing).
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<PAGE>
(vi) The Seller shall deliver (A) certified copies of
resolutions of the Boards of Directors of the Seller and Chrysler
Financial, or a duly authorized committee thereof, giving any
necessary approval or authorization with respect to this Agreement and
the Seller's Related Agreements and the Chrysler Financial Guaranty,
respectively, (B) incumbency and signature certificates as to officers
of the Seller and Chrysler Financial executing documents on behalf of
the Seller and Chrysler Financial, respectively, (C) certified copies
of the certificate or articles of incorporation and bylaws of the
Seller and Chrysler Financial, and (D) a good standing certificate
from the Secretaries of State of Delaware and Michigan with respect to
the Seller and Chrysler Financial, respectively.
(b) As between the Seller and the Purchaser, the transfer of the
Designated Transferred Assets and assumption of the Assumed Liabilities will
be effective as of the Closing and such transfer and assumption will be
evidenced by the Bill of Sale and Assignment and the Instrument of Assumption.
The execution at the Closing by the Seller of other Transfer Instruments will
not be necessary to consummate the transactions contemplated hereby, except
that, at the request of the Purchaser, the Seller shall execute and deliver at
the Closing such additional Transfer Instruments as may be prepared by the
Purchaser in form and substance reasonably satisfactory to the Seller.
(c) Pursuant to the Power of Attorney, the Seller shall appoint
the Purchaser its attorney-in-fact to execute for the Seller any other
Transfer Instruments with respect to Specific Asset Transfers (which may be
prepared by the Purchaser and shall be consistent with the terms and
conditions of this Agreement), including deeds in respect of the Designated
REO Assets, and to take such actions on behalf of the Seller consistent with
the terms of this Agreement as may be necessary to effect the perfection,
filing or recording of any such Transfer Instruments and the filing of
information returns pursuant to Section 7.6. The Purchaser, for itself and on
behalf of the Seller, will be responsible for causing any legal requirements
applicable to any Specific Asset Transfer to be complied with in order to
effect such perfection, filing or recording and shall use its commercially
reasonable efforts to promptly effect such perfection, filing or recording.
Except for representations and warranties made by the Seller in this
Agreement, the transfer of Designated REO Assets by the Seller to the
Purchaser will be on a quit claim basis. Subject to the foregoing, following
the Closing, the Seller and the Purchaser will reasonably cooperate with the
other in executing such additional documents and taking such additional acts
as will better evidence the transfer of Designated Transferred Assets and
assumption of Assumed Liabilities contemplated by this Agreement. At the
Closing, the Seller shall provide to the Purchaser a certification to the
effect that the Seller is not a "foreign person" within the meaning of Section
1445(b)(2) of the Internal Revenue Code of 1986, as amended. The form of
certification will be prepared by the Purchaser and be in form and substance
reasonably satisfactory to the Seller.
2.6 Relation with Other Asset Purchase Agreement. Purchaser
acknowledges and agrees that it has entered into various arrangements with
BlackRock with respect to the Transferred Assets. Consequently, the Seller has
no responsibility or liability with respect to any allocation of the
Transferred Assets between the Purchaser and BlackRock, or any allocation of
the rights and obligations thereof under this Agreement and the BlackRock
Asset Purchase Agreement, including as to the application of Indemnifiable
Losses and Corresponding Indemnifiable Losses of the Purchaser or BlackRock to
the deductible amount contemplated in Section 10.2(b) and the Corresponding
Provision. The books and records of the Seller to be transferred hereunder and
under the BlackRock Asset Purchase Agreement shall be transferred as a whole
at the Closing and Corresponding Closing, and the Seller shall not be
responsible for ensuring that any particular books and records are delivered
into the possession of the Purchaser or BlackRock. The Purchaser shall not
assert that it has no liability in respect of any obligation hereunder on the
basis that such obligation arises or should have arisen under
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the BlackRock Asset Purchase Agreement, unless BlackRock shall accept, if such
liability shall be established, responsibility therefor in writing.
ARTICLE III
PAYMENT OF PURCHASE PRICE
3.1 Estimated Net Credit. No later than two business days prior to the
Closing, the Seller will prepare and deliver to the Purchaser a reasonable
estimate of the Net Credit (the "Estimated Net Credit"). At the Closing, the
Purchaser will pay the Purchase Price, less the Estimated Net Credit to the
Seller pursuant to Section 2.5.
3.2 Determination of Net Credit; Dispute Resolution.
(a) Review by the Purchaser. Within 15 days after the Closing,
the Seller will prepare and deliver to the Purchaser a calculation of the
actual Net Credit, showing in reasonable detail the items comprising the
Servicing Period Cash Flow, Servicing Expenses, New Extensions and Servicing
Retainer (the "Net Credit Statement"). Following delivery of the Seller's
calculation, the Seller and the Purchaser will in good faith attempt to agree
on the Net Credit. If agreement is not reached within 10 days after the date
that the Net Credit Statement is delivered to the Purchaser, the Purchaser
shall give at the end of such 10-day period written notice of its disagreement
to the Seller, which notice shall set forth in reasonable detail the items on
the Net Credit Statement with which the Purchaser disagrees and the amounts of
such items which the Purchaser believes are correct. Unless such written
notice is timely received, the Purchaser shall be deemed to have agreed in all
other respects with the Net Credit Statement. Purchaser shall coordinate its
response to the Net Credit Statement with BlackRock's response to the
Corresponding Net Credit Statement and the Purchaser's response hereunder
shall not be inconsistent with that of BlackRock under the Corresponding
Provision.
(b) Resolution of Disagreements. If the Purchaser shall timely
give notice of disagreement as provided in Section 3.2(a), the Seller and the
Purchaser shall promptly thereafter cause an independent accounting firm of
nationally recognized standing reasonably satisfactory to the Seller and the
Purchaser (who shall not have any material relationship with Chrysler
Financial, the Seller or the Purchaser) (the "Independent Accounting Firm") to
review this Agreement, the Net Credit Statement and the Purchaser's notice of
disagreement and to render, as promptly as practicable, its determination of
the Net Credit. The Seller and the Purchaser agree that in any event the
Independent Accounting Firm and the Corresponding Independent Accounting Firm
shall be the same Person. In making its determination, the Independent
Accounting Firm shall consider only those items or amounts that are in
dispute. Such determination shall be final, conclusive and binding upon the
Seller and the Purchaser; provided that any item in dispute shall not, in any
event, be determined to be in an amount which is more favorable to the
Purchaser than the amount set forth by the Purchaser in its notice of
disagreement or more favorable to the Seller than the amount set forth by the
Seller in the Net Credit Statement. The fees and charges of the Independent
Accounting Firm in making such review and preparing such report shall be borne
equally by the Seller and the Purchaser.
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3.3 Post-Closing Payment.
(a) Final Settlement. Upon the final agreement or determination
of the Net Credit, the Purchaser shall, in the manner and with interest as
provided in Section 3.3(b), pay the Seller the amount, if any, by which the
Estimated Net Credit exceeds the Net Credit, or the Seller shall, in the
manner and with interest as provided in Section 3.3(b), pay the Purchaser the
amount, if any, by which the Net Credit exceeds the Estimated Net Credit. Any
such payment pursuant to this Section 3.3(a) shall be made at a mutually
convenient time and place (i) within fifteen days after delivery of the Net
Credit Statement by the Seller pursuant to Section 3.1 if no notice of
disagreement is delivered pursuant to Section 3.2(a) or (ii) if a notice of
disagreement is delivered by the Purchaser pursuant to Section 3.2(a), then
within ten days after the determination of the Net Credit by the Independent
Accounting Firm pursuant to in Section 3.2(b).
(b) Method of Payment. Any payment pursuant to this Section 3.3
shall be made by wire transfer by the Purchaser or the Seller, as the case may
be, of immediately available funds to such account of the party to receive
such payment as may be designated by such party. The amount of any payment to
be made pursuant to this Section 3.3 shall bear interest from the Closing Date
until the date of payment at a rate per annum equal to one month LIBOR on the
Closing Date, as reported in the "Money Rates" box in the Wall Street Journal,
plus 0.75%. Such interest shall be payable at the same time as the payment to
which it relates and shall be calculated daily on the basis of a year of 365
days and the actual number of days for which due.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser, as of the
date hereof and the Closing Date (except as expressly provided below), as set
forth in this Article IV:
4.1 Organization and Existence. The Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of
Delaware.
4.2 Authority and Approval; Binding Effect. The Seller has the
corporate power and authority to execute, deliver and perform this Agreement
and its Related Agreements and to consummate the transactions contemplated
hereby and thereby. All corporate acts and proceedings required to be taken by
or on the part of the Seller to authorize it to execute, deliver and perform
this Agreement and its Related Agreements and to consummate the transactions
contemplated hereby and thereby have been duly and validly taken. This
Agreement constitutes, and upon the execution and delivery by the Seller and
the other parties thereto of the Related Agreements, the Seller's Related
Agreements will constitute, the valid and binding agreements of the Seller,
enforceable against the Seller in accordance with their respective terms,
except as such enforcement may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally or by
judicial discretion as to the availability of equitable remedies or by general
equitable principles.
4.3 No Conflict. The execution, delivery and performance by the Seller
of this Agreement and its Related Agreements, and the consummation by the
Seller of the transactions contemplated hereby and thereby, do not and will
not: (a) violate or conflict with the certificate of incorporation or bylaws
of the Seller; (b) assuming satisfaction of the matters referred to in the
following clause (c), violate or conflict with any law or governmental
regulation applicable to the Seller or any applicable order, arbitration
award, judgment or decree to which the Seller is a party or by which it is
bound; or (c) require any filing or registration by the Seller with, or
approval, consent, authorization or other
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action with respect to the Seller by, any governmental authority other than
(i) as shall be obtained prior to the Closing, and (ii) any such filings,
registrations, approvals, consents, authorizations or actions which are
required with respect to any Specific Asset Transfer.
4.4 No Conflict with Contracts. The execution, delivery and
performance by the Seller of this Agreement and its Related Agreements, and
the consummation by the Seller of the transactions contemplated hereby and
thereby, do not and will not: (a) violate or conflict with, result in a breach
of, constitute a default under (whether with notice or the lapse of time or
both), or accelerate or permit the acceleration of the performance required
by, any Contract to which the Seller is a party or by which it is bound or by
which any of the Designated Transferred Assets is bound, or (b) result in the
creation of any Lien upon any of the Transferred Assets.
4.5 Loan Assets. As of the Cut-Off Date:
(a) The information included on Schedule A with respect to: (i)
the amounts reflected in the Seller's books as the outstanding principal
balances of the Designated Loan Assets; (ii) the interest rates applicable to
the Designated Loan Assets; (iii) the Seller's lien position as to the
Designated Loan Assets in relation to any other mortgages; (iv) maturity dates
as to the Loan Assets; and (v) the next payment due date as to the Designated
Loan Assets, was true and correct in all material respects.
(b) Except as set forth in Section 4.5 of the Disclosure
Schedule:
(i) The Seller was the sole owner of the Designated Loan
Assets (including the rights under each promissory note or mortgage
comprising the Designated Loan Assets) and had good and marketable
title thereto, and had the full right to transfer and sell the
Designated Loan Assets to the Purchaser, free and clear of any Lien;
(ii) The Seller had obtained an ALTA lender's title
insurance policy, attorney title opinion or other customary
documentation regarding title matters with respect to the real
property subject to each mortgage comprising Designated Loan Assets
and where such insurance has been obtained, such policy states that:
(A) the Seller, and its successors and assigns (or successors to the
ownership of the secured indebtedness, or words to similar effect), is
the insured with respect to such mortgage up to an amount (or, in the
case of multiple collateral, up to an amount, when aggregated with the
insured amounts under the other lender's title policies in respect of
such additional collateral) that is not less than the outstanding
principal amount of the related Designated Loan Asset (or Designated
Loan Assets) as of the Cut-Off Date and (B) the lien priority of such
mortgage, relative to any other mortgage noted thereon, corresponds to
the lien priority for such mortgage set forth in Schedule A;
(iii) No Designated Loan Asset comprised a participation
in any loan as to which other Persons are also participants;
(iv) The obligations of the Obligor under the Contracts
comprising each Designated Loan Asset were valid and enforceable by
the Seller in accordance with their respective terms, except as such
enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally or by
judicial discretion as to the availability of equitable remedies or by
general equitable principles;
(v) The Seller was not in default in the performance of
any of its obligations under any of the Contracts comprising the
Designated Loan Assets;
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(vi) No terms of any promissory note or mortgage comprising
a Designated Loan Asset had been altered in any material respect
(including by way of discharge, release, or subordination), except as
reflected in the Due Diligence Information;
(vii) The rights of the Seller under any promissory note or
mortgage comprising a Designated Loan Asset derived from a bona fide
extension of credit and, to the knowledge of the Seller, such rights
were not subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, except as would not
constitute a breach of Section 4.5(iv) or (vi); and
(viii) The Seller was not obligated with respect to any
Designated Loan Assets to make additional extensions of credit, except
as reflected in the Due Diligence Information.
4.6 REO Assets. As of the Cut-Off Date:
(a) The information included on Schedule B with respect to the
amounts reflected in the Seller's books was true and correct in all material
respects.
(b) Except as set forth on Section 4.6 of the Disclosure
Schedule:
(i) The Seller was the sole owner of the Designated REO
Assets and had the full right to transfer and sell the Designated REO
Assets to the Purchaser, free and clear of any Lien, except for
Permitted Liens, and except as reflected in the Due Diligence
Information;
(ii) To the knowledge of the Seller, all work contracted by
the Seller with third parties in connection with the physical
condition of the Designated REO Assets had been performed by such
contractor in a workmanlike manner and in compliance with applicable
building codes;
(iii) With respect to each Designated REO Asset, an ALTA
owner policy of title insurance could be obtained by the Purchaser
from a recognized title insurance company authorized to conduct an
insurance business in the area in which the Designated REO Asset is
located (assuming such title insurance is customarily obtained in such
area in connection with sales of real property); and
(iv) The Seller has not received notice of any pending
proceeding for the total or partial condemnation of any Designated REO
Asset and, to the knowledge of the Seller, no such proceeding has been
threatened.
4.7 Amounts on Deposit. The information included on Schedule C was, as
of the Cut-Off Date, true and correct in all material respects.
4.8 Litigation. Except as set forth in Section 4.8 of the Disclosure
Schedule, as of the CutOff Date, there was no legal, administrative or
arbitration proceeding, suit or action of any nature pending or, to the
knowledge of the Seller threatened, against the Seller.
4.9 Permits and Other Operating Rights; Compliance with Laws. To the
knowledge of the Seller, except as set forth on Section 4.9 of the Disclosure
Schedule: (a) the Seller possesses all governmental permits and authorizations
necessary to permit it to operate its business; and (b) the Seller has
complied with applicable laws (other than Environmental Laws, which are the
subject of Section 4.10) relating to the extension of credit.
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4.10 Environmental Matters. As of the Cut-Off Date, and except as set
forth in Section 4.10 of the Disclosure Schedule:
(a) To the knowledge of the Seller: (i) there were no claims
which have been asserted by third parties (including governmental agencies)
asserting that the Seller may have liability under applicable Environmental
Laws with respect to any Designated Transferred Asset; (ii) the Seller had
received no notices from any third party identifying any such potential
liability with respect to any Designated Transferred Asset; and (iii) the
Seller had complied with the environmental policies adopted by the Seller from
time to time in the making of extensions of credit secured by real property
and in taking real property in foreclosure or similar proceedings with respect
to such extensions of credit.
(b) Since the date of the Seller's acquisition of title to each
of the Designated REO Assets, the Seller has not, and to the Seller's
knowledge no other Person (including any agent of the Seller) has, discharged
or released any substance, or taken any other action, which would result in
any liability under applicable Environmental Laws and which would have, with
respect to any specific Designated REO Asset, a material adverse effect on the
value thereof.
(c) Section 4.10 of the Disclosure Schedule sets forth a
complete list of all of the written reports from environmental engineering
consultants received by the Seller with respect to REO Assets.
4.11 Operations Since Cut-Off Date. Since the Cut-Off Date, the Seller
has conducted its operations, and has maintained its books and records, in
substantially the same manner in which it conducted such operations, and
maintained such books and records, from January 1, 1995 through the Cut-Off
Date, except as contemplated in Section 6.1.
4.12 Brokers. Neither the Seller nor Chrysler Financial has engaged
any investment banker, broker or finder in connection with the transactions
contemplated in this Agreement who may be entitled to a fee or commission
payable by the Purchaser or any of its Affiliates.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller, as of the
date hereof and the Closing Date, as set forth in this Article V:
5.1 Organization and Existence. The Purchaser is a federal savings
bank duly incorporated, validly existing and in good standing under the laws
of the United States.
5.2 Authority and Approval; Binding Effect. The Purchaser has the
corporate power and authority to execute, deliver and perform this Agreement
and its Related Agreements and to consummate the transactions contemplated
hereby and thereby. All corporate acts and proceedings required to be taken by
or on the part of the Purchaser to authorize the Purchaser to execute, deliver
and perform this Agreement and its Related Agreements and to consummate the
transactions contemplated hereby and thereby have been duly and validly taken.
This Agreement constitutes, and upon the execution and delivery by the
Purchaser and the other parties thereto of the Related Agreements, the
Purchaser's Related Agreements will constitute, the valid and binding
agreements of the Purchaser, enforceable against the Purchaser in accordance
with their respective terms, except as such enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the
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enforcement of creditors' rights generally or by judicial discretion as to the
availability of equitable remedies or by general equitable principles.
5.3 No Conflict. The execution, delivery and performance by the
Purchaser of this Agreement and its Related Agreements, and the consummation
by the Purchaser of the transactions contemplated hereby and thereby, do not
and will not: (a) violate or conflict with the certificate of incorporation or
bylaws of the Purchaser; (b) violate or conflict with any law or governmental
regulation applicable to the Purchaser or any applicable order, arbitration
award, judgment or decree to which the Purchaser is a party or by which it is
bound; (c) violate or conflict with, result in a breach of, constitute a
default under (whether with notice or the lapse of time or both), or
accelerate or permit the acceleration of the performance required by, any
Contract to which the Purchaser is a party or by which it is bound or by which
any of its property is bound; or (d) require any filing or registration by the
Purchaser with, or approval, consent, authorization or other action with
respect to the Purchaser by, any governmental authority.
5.4 Funds Available. The Purchaser has sufficient cash, lines of
credit or other sources of available funds to enable it to make the payments
in the amounts and in the manner contemplated by this Agreement and its
Related Agreements.
5.5 Litigation. There is no legal, administrative or arbitration
proceeding, suit or action of any nature pending or, to the knowledge of the
Purchaser, threatened against the Purchaser which would materially impair the
ability of the Purchaser to perform its obligations under this Agreement or
any of the Purchaser's Related Agreements.
5.6 Brokers. Neither the Purchaser nor any of its Affiliates has
engaged any investment banker, broker or finder in connection with the
transactions contemplated in this Agreement who may be entitled to a fee or
commission payable by the Seller or Chrysler Financial.
ARTICLE VI
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as set forth in
this Article VI:
6.1 Servicing of Transferred Assets. From the beginning of the
Servicing Period to the date of this Agreement, the Seller has serviced the
Designated Transferred Assets as described in Section 4.11 and, for the
remainder of the Servicing Period, will service the Designated Transferred
Assets as so described, subject to the provisions of this Section 6.1 and
Schedule E. The Seller will have no liability to the Purchaser in respect of
any act or omission (including in connection with disposition decisions on
Designated Transferred Assets) if such act or omission was taken or made in
good faith and consistent with Section 4.11 (and, after the date of this
Agreement, this Section 6.1 and Schedule E). Subject to any restrictions in
Schedule E, the Seller may incur Servicing Expenses, provided, however,
without the prior consent of the Purchaser, payments of Servicing Expenses in
the aggregate have not been prior to the date hereof, and will not be after
the date hereof, in excess of $1,125,000 per month and such amounts have not
been and will not be paid to Affiliates of the Seller and/or its employees. In
addition, after the date of this Agreement, without the prior consent of the
Purchaser, the Seller may not incur any Servicing Expense with respect to a
specific Transferred Asset which, when combined with all other Servicing
Expenses incurred after the date of this Agreement with respect to such
Transferred Asset, exceeds $5,000. Subject to the foregoing, Servicing
Expenses may be paid by the Seller in accordance with the Seller's customary
practices but any Servicing Expenses that have not been paid as of the Closing
will be Assumed Liabilities. In respect of such servicing during the
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Servicing Period, the Seller will be entitled to retain the Servicing
Retainer. New Extensions may not be made without the joint approval of the
Seller and the Purchaser, except for New Extensions made or committed to be
made prior to August 1, 1996 and disclosed in the Due Diligence Information.
6.2 Access. The Seller shall afford representatives of the Purchaser
reasonable access, during normal business hours, to the management, facilities
and books and records of the Seller. Nothing herein shall be construed as
requiring the Seller to disclose or give access to the Purchaser any
information or books and records that would unreasonably disrupt the normal
course of the Seller's business or violate the terms of any Contract to which
the Seller is bound or any applicable law or regulation.
6.3 Consents.
(a) Prior to the Closing, the Seller shall, in cooperation with
the Purchaser, use its reasonable efforts (without necessity of incurring any
undue additional expense) to procure any required third party consents to the
transfer of any Contract rights and obligations comprising Designated
Transferred Assets and Assumed Liabilities. The failure to obtain any such
consent will not constitute a breach of this Agreement or the failure of any
condition to the obligation of the Purchaser to consummate the transactions
contemplated hereby.
(b) Prior to the Closing, the Seller shall, in cooperation with
the Purchaser and if so requested by the Purchaser, use its reasonable efforts
(without necessity of incurring any additional expense) to assist in the
Purchaser's procurement of any governmental licenses and permits needed by the
Purchaser in connection with the Transferred Assets. The failure of the
Purchaser to obtain any such licenses or permits will not constitute a failure
of any condition to the obligation of the Purchaser to consummate the
transactions contemplated hereby.
6.4 Reasonable Efforts. Subject to the terms and conditions of this
Agreement, the Seller will execute and deliver its Related Agreements at the
Closing. The Seller shall use all commercially reasonable efforts to cause the
condition set forth in Section 8.1 to be satisfied as soon as practicable
after the date of this Agreement.
6.5 Inconsistent Activities. Unless and until this Agreement has been
terminated pursuant to Article IX, the Seller will not solicit any offer to
acquire a material portion of the Transferred Assets, whether by merger,
purchase of stock, purchase of assets or other similar transaction.
ARTICLE VII
COVENANTS OF THE PURCHASER
The Purchaser covenants and agrees with the Seller as set forth in
this Article VII:
7.1 Reasonable Efforts. Subject to the terms and conditions of this
Agreement, the Purchaser will execute and deliver its Related Agreements at
the Closing. The Purchaser shall use all commercially reasonable efforts to
cause the conditions set forth in Section 8.2 to be satisfied as soon as
practicable after the date of this Agreement.
7.2 Access. The Purchaser will, at and after the Closing, afford
promptly to the Seller and its agents reasonable access during normal business
hours to the books and records of the Purchaser relating to the Transferred
Assets and the Assumed Liabilities to the extent reasonably necessary to
permit the Seller to determine any matter relating to the Seller's rights and
obligations hereunder or
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under any Related Agreement or relating to any period ending on or before the
Closing Date (including in connection with the determination of the Net
Credit).
7.3 Confidentiality. The Purchaser will continue to comply with and be
bound by that certain confidentiality agreement, dated April 15, 1996, as
amended April 16, 1996, between Chrysler Financial and the Purchaser (the
"Confidentiality Agreement"), and the Purchaser agrees that the rights of
Chrysler Financial thereunder shall inure to the benefit of the Seller. If
this Agreement is terminated pursuant to Article IX or otherwise, the
Purchaser shall promptly return to the Seller all information relating to the
Transferred Assets, the Assumed Liabilities, and the Seller's employees and
business which is of a non-public nature (including copies of such
information) and return to the Seller or destroy all analyses, compilations,
studies and other documents of or prepared by the Purchaser or its
representatives from such information (and confirm to the Seller in writing
that it has done so). If the Closing occurs, the Confidentiality Agreement
shall be terminated and of no further force and effect, except that the
Purchaser shall maintain the confidentiality of any "Proprietary Information"
(as defined in the Confidentiality Agreement) to the extent such information
is not included in the books and records transferred to the Purchaser pursuant
to Section 2.1(b).
7.4 Legal Claims. Purchaser will, following the Closing, have itself
substituted for the Seller as the real party in interest with respect to any
foreclosure, bankruptcy or similar action involving any Designated Transferred
Asset. Purchaser will, following the Closing, assume the defense of any claims
against the Seller relating to the Designated Transferred Assets pending in
any court or other tribunal as of the Closing and will undertake the defense
of any such claims first made in such proceedings after the Closing (and based
on facts existing prior to the Closing or based on facts (other than acts
taken by the Seller) occurring after the Closing). The Designated Transferred
Assets include any counterclaims the Seller would be entitled to assert in any
such proceedings. The Seller, insofar as it shall retain any records (not
transferred pursuant to Section 2.1(b)) relating to, or personnel with
relevant knowledge of, any such actions or claims, shall reasonably cooperate
with the Purchaser in its prosecution or defense thereof, it being understood
that the Seller shall not be required to incur any unreimbursed expense in
connection therewith.
7.5 Certain Notifications. At least two business days prior to the
Closing, the Purchaser shall notify the Seller of any matters to its knowledge
which it believes may constitute a breach of the Seller's representations and
warranties.
7.6 Information Reporting. After the Closing, the Purchaser will, at
the request of the Seller, assist the Seller in complying with its tax
information reporting obligations with respect to the Designated Transferred
Assets for calendar year 1996, including through the making of such tax
reports and filings on behalf of the Seller (to the extent based on
information contained in books and records transferred to the Purchaser
pursuant to Section 2.1). Nothing herein shall be construed as imposing any
liability on the Purchaser to the Seller for any inaccuracy contained in any
such reports or filings.
ARTICLE VIII
CONDITIONS TO CLOSING
8.1 Condition to the Obligations of the Purchaser. The obligations of
the Purchaser to proceed with the Closing contemplated hereby are subject to
the satisfaction at or prior to the Closing of the condition (which may be
waived, in whole or in part, by the Purchaser) that the Seller shall have
complied in all material respects with each of its covenants and agreements
contained herein to be performed at or prior to the Closing, and, except as
affected by any action expressly contemplated by or permitted under this
Agreement, each of the representations and warranties of the Seller contained
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in Sections 4.1, 4.2, 4.3, 4.4, 4.11 and 4.12 shall have been true and correct
in all material respects as of the date of this Agreement and shall be true
and correct in all material respects at and as of the Closing as if made at
and as of the Closing, and the other representations and warranties contained
in Article IV shall have been true and correct as of the Cut-Off Date.
8.2 Conditions to the Obligations of the Seller. The obligations of
the Seller to proceed with the Closing contemplated hereby are subject to the
satisfaction at or prior to the Closing of all of the following conditions,
any one or more of which may be waived, in whole or in part, by the Seller:
(a) Compliance. The Purchaser shall have complied in all
material respects with each of its covenants and agreements contained herein
to be performed at or prior to the Closing (including the payment of the
Purchase Price, less the Estimated Net Credit, as contemplated in Section 2.5)
and, except as affected by any action expressly contemplated by or permitted
under this Agreement, each of the representations and warranties of the
Purchaser contained in Article V shall have been true and correct in all
material respects on the date of this Agreement and shall be true and correct
in all material respects at and as of the Closing as if made at and as of the
Closing.
(b) Closing Under Other Asset Purchase Agreement. BlackRock
shall be unconditionally obligated to purchase the Remaining Transferred
Assets as contemplated in the BlackRock Asset Purchase Agreement (and the
Corresponding Closing shall occur simultaneously with the Closing).
ARTICLE IX
TERMINATION
9.1 Grounds for Termination. This Agreement may be terminated, and the
transactions contemplated hereby abandoned, at any time prior to the Closing:
(a) By the mutual written agreement of the Seller and the
Purchaser;
(b) By the Seller or by the Purchaser if the Closing shall not
have been consummated on or before September 30, 1996; provided that a party
shall not have the right to so terminate this Agreement if the failure of the
Closing to have occurred shall be due to a breach by such party of any of its
agreements or covenants contained herein required to be performed by it at or
prior to the Closing pursuant to the terms hereof; or
(c) By the Purchaser, as permitted in Section 11.1.
Any party desiring to terminate this Agreement pursuant to the foregoing
Section 9.1(b) shall give notice of such termination to the other party.
9.2 Effect of Termination. If this Agreement is terminated, the
provisions of this Agreement shall be of no further force and effect, except
that the rights and obligations of the parties under Sections 7.3, 11.1, 11.4,
11.11, 11.14, 11.15 and 11.16 and this Section 9.2 shall survive such
termination. If the transactions contemplated in Section 2.5 are not
consummated on or before September 30, 1996, the Responsible Party, if any,
shall, as compensation to the other party for time and effort expended by such
other party in connection with the transactions contemplated hereby and the
negotiation of this Agreement (and, if such other party is the Seller, for its
covenant set forth in paragraph 5(b) of the Letter Agreement and inability to
pursue alternatives to the Purchaser and the transactions contemplated hereby
as a result of the execution of this Agreement), pay to such other
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party a "break-up fee" of $1.5 million. The break-up fee will be the sole and
exclusive remedy arising out of the Responsible Party's failure to consummate
the transactions contemplated hereby and the Responsible Party shall have no
further, and its Affiliates, directors, officers, employees, agents,
consultants and other representatives will have no, liability in respect
thereof.
ARTICLE X
EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS; INDEMNIFICATION
10.1 Survival; Remedy for Breach.
(a) The representations and warranties contained in this
Agreement shall survive the Closing until the date which is thirty months
after the Closing Date, at which time they shall expire, except that the
representations and warranties contained in Section 4.10 shall survive the
Closing until the date which is twelve months after the Closing Date, at which
time they shall expire. No claim regarding a breach of any such representation
or warranty shall be made for the first time after the date such
representation or warranty expires. The agreements and covenants of the
parties contained in this Agreement or any Related Agreement shall survive the
Closing, provided, that no claim regarding a breach of any such agreement or
covenant contained in this Agreement occurring before the Closing shall be
made for the first time after the date which is thirty months after the
Closing Date. With respect to any claim that is made in writing within any
applicable time period, the period of time for commencing an action or suit in
a court of competent jurisdiction to resolve such claim shall expire on the
first anniversary of the making of such claim and no such action or suit shall
be commenced after such date and, in any event, no such action or suit may be
brought after expiration of the applicable statute of limitations. Any right
to indemnification pursuant to Sections 10.2 and 10.3 shall only apply to
Indemnifiable Losses with respect to which the party seeking indemnification
shall have notified the other party as set forth Section 10.4(a) or (b) within
the applicable time period set forth in this Section 10.1(a).
(b) Except as provided in Section 9.2, the sole and exclusive
remedy of the Purchaser and the Seller for any breach of any covenant or
agreement, or any inaccuracy or other breach of any representation or
warranty, contained in this Agreement, any Related Agreement or any other
writing delivered pursuant hereto or in connection herewith or for any other
matter arising under or in connection with this Agreement, any Related
Agreement or any such other writing shall be the indemnities contained in
Sections 10.2 and 10.3, respectively, including enforcement thereof in a court
of competent jurisdiction, and the parties hereby waive, release and agree not
to assert any other right, whether arising by statute, common law, or
otherwise, in connection therewith, provided, that a party shall be entitlted
to setoff any amount owed by the other party to such party under this
Agreement against any amount owed by such party to the other party under this
Agreement. Without limitation of the foregoing (and except, in the case of the
Seller, as provided in the Chrysler Financial Guaranty), a party's Affiliates,
directors, officers, employees, agents, consultants and other representatives
will have no liability in respect any breach by such party hereunder.
Notwithstanding anything to the contrary contained herein, neither the Seller
nor the Purchaser shall be liable to the other for any consequential,
incidental, indirect, punitive or special damages suffered by the other
(including for loss of profits, business or goodwill), regardless of whether
such liability is based on breach of contract, tort, strict liability, breach
of warranties, failure of essential purpose or otherwise, and even if advised
of the likelihood of such damages; provided, however, that the foregoing
limitation shall not affect the calculation of Indemnifiable Losses incurred
by the Seller or the Purchaser in connection with claims made by Persons other
than the Seller or the Purchaser (or their respective Affiliates).
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<PAGE>
10.2 Indemnification by the Seller.
(a) Subject to Sections 10.1 and 10.2(b), the Seller hereby
agrees to indemnify the Purchaser against, and agrees to hold it harmless
from, any and all Indemnifiable Losses actually incurred or suffered by the
Purchaser which are the direct result of: (i) any inaccuracy or other breach
of any representation or warranty made by the Seller in this Agreement or any
of the Seller's Related Agreements; (ii) any breach of any covenant or
agreement to be performed by the Seller pursuant to this Agreement or any of
the Seller's Related Agreements; and (iii) the failure of the Seller to comply
with the "bulk sales" laws referred to in Section 11.5.
(b) The Seller shall be required to indemnify the Purchaser
hereunder as to any particular breach by the Seller of its representations,
warranties, covenants and agreements hereunder, only if, and only to the
extent that, the Purchaser's Indemnifiable Losses in respect of all such
breaches, together with BlackRock's Corresponding Indemnifiable Losses in
respect of all such breaches under the BlackRock Asset Purchase Agreement,
exceeds a deductible amount of $931,793, and the Seller's indemnification
obligation will be limited to such excess. Notwithstanding the foregoing, a
breach of the Seller's obligation to pay any adjustment upon the determination
of the Net Credit, a breach of Section 4.12, and the Seller's obligation under
Section 10.2(a)(iii) shall not be subject to the foregoing limitation, and the
amount of the Indemnifiable Losses and Corresponding Indemnifiable Losses in
respect thereof or in respect of the Corresponding Provisions shall not be
counted in determining whether such limitation has been satisfied. The maximum
aggregate amount of liability of the Seller hereunder and under the
Corresponding Provision shall be limited to an amount equal to the sum of the
Purchase Price and the Corresponding Purchase Price.
(c) If the Purchaser shall become aware of any condition which
could give rise to liability of the Seller under this Article X, the Purchaser
shall use its commercially reasonable efforts to minimize the amount of the
damages or losses that may give rise to such liability (and if the Seller has
breached this Agreement, any expenses incurred by the Purchaser to minimize
the amount of such losses or damages will, subject to the limitations in
Section 10.2(b), be reimbursed by the Seller or applied to the deductible
amount contemplated in Section 10.2(b)).
10.3 Indemnification by the Purchaser.
(a) Subject to Sections 10.1 and 10.3(b), the Purchaser hereby
agrees to indemnify the Seller against, and agrees to hold it harmless from,
any and all Indemnifiable Losses actually incurred or suffered by the Seller
which are the direct result of: (i) any inaccuracy or other breach of any
representation or warranty made by the Purchaser in this Agreement or in any
of the Purchaser's Related Agreements; and (ii) any breach of any covenant or
agreement to be performed by the Purchaser pursuant to this Agreement or any
of the Purchaser's Related Agreements (including the Purchaser's covenant to
pay, perform, fulfill and discharge the Assumed Liabilities).
(b) The maximum aggregate amount of liability of the Purchaser
hereunder and of BlackRock under the Corresponding Provision shall be limited
to an amount equal to the sum of the Purchase Price and the Corresponding
Purchase Price.
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<PAGE>
10.4 Procedures Governing Indemnification.
(a) Subject to Section 10.4(b), as soon as is reasonably
practicable after becoming aware of a claim for indemnification under this
Article X, the party hereto seeking such indemnification (an "Indemnified
Person") shall promptly give written notice of such claim to the party hereto
against whom such indemnification is sought (the "Indemnifying Person"). Such
notice of a claim for indemnification shall specify the facts alleged to
constitute a breach and the representations, warranties, agreements and
covenants alleged to have been breached, and shall be accompanied by an
estimate of the amount of Indemnifiable Losses due to such breach, together
with such information as may be necessary for the Indemnifying Person to
determine that the limitations contained in Section 10.2(b) or 10.3(b), as
applicable, have been satisfied or do not apply. The failure of the
Indemnified Person to give such notice shall not relieve the Indemnifying
Person of its obligations with respect to such claim for indemnification
except as provided in Section 10.1(a) and except to the extent (if any) that
the Indemnifying Person shall have been prejudiced thereby.
(b) The Indemnified Person shall give notice as promptly as is
reasonably practicable to the Indemnifying Person of the assertion of any
claim, or the commencement of any suit, action or proceeding, by any Person
not a party hereto (and not an Affiliate of the Indemnifying Person) in
respect of which indemnity may be sought under this Article X (together with
such information as may be necessary for the Indemnifying Person to determine
that the limitations contained in Section 10.2(b) or 10.3(b), as applicable,
have been satisfied or do not apply). The failure of the Indemnified Person to
give notice shall not relieve the Indemnifying Person of its obligations under
this Article X except as provided in Section 10.1(a) and except to the extent
(if any) that the Indemnifying Person shall have been prejudiced thereby. The
Indemnifying Person may, at its own expense: (i) participate in the defense of
any such claim, suit, action or proceeding; and (ii) upon notice to the
Indemnified Person, at any time during the course of any such claim, suit,
action or proceeding, assume the defense thereof; provided, however, that (A)
the Indemnifying Person's counsel is reasonably satisfactory to the
Indemnified Person, and (B) the Indemnifying Person shall thereafter consult
with the Indemnified Person upon the Indemnified Person's reasonable request
for such consultation from time to time with respect to such claim, suit,
action or proceeding. If the Indemnifying Person assumes such defense, the
Indemnified Person shall have the right (but not the duty) to participate in
the defense thereof and to employ counsel, at its own expense, separate from
the counsel employed by the Indemnifying Person. Whether or not the
Indemnifying Person chooses to participate in or defend or prosecute any such
claim, suit, action or proceeding, all of the parties hereto shall cooperate
in the defense or prosecution thereof.
(c) No settlement or compromise of any such claim, suit, action
or proceeding of the kind referred to in Section 10.4(b) shall be made or
accepted by the Indemnifying Person or the Indemnified Person without the
consent of the other party (which consent shall not be unreasonably delayed or
withheld) unless the party making or accepting the settlement or compromise:
(i) if the Indemnifying Person, shall agree that the amount thereof
constitutes Indemnifiable Losses for which indemnification under this Article
X is due (or constitutes Indemnifiable Losses to be applied to the deductible
amount contemplated in Section 10.2(b)); or (ii) if the Indemnified Person,
shall agree that the amount thereof are not Indemnifiable Losses, whereupon,
in either of such cases, such compromise and settlement shall be binding upon
the other Person in the same manner as if a final judgment or decree had been
entered by a court of competent jurisdiction in the amount of such settlement
or compromise. Notwithstanding the foregoing, no settlement or compromise
shall be made or accepted by the Indemnifying Person or the Indemnified Person
without the consent of the other party (which consent shall not be
unreasonably delayed or withheld) if such settlement or compromise would
impose any material restrictions on the other party.
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<PAGE>
ARTICLE XI
MISCELLANEOUS
11.1 Disclosure Schedule. The Seller may, from time to time prior to
or at the Closing, by notice in accordance with the terms of this Agreement,
supplement or amend any section of the Disclosure Schedule, including one or
more supplements or amendments to correct any matter which might constitute a
breach of any representation, warranty, agreement or covenant contained
herein, and all references to the Disclosure Schedule and any section thereof
which is supplemented or amended as provided in this Section 11.1 shall for
all purposes be deemed to be a reference to such Disclosure Schedule, and any
such section, as so supplemented or amended. In such event, the Purchaser
shall have a right to elect not to consummate the transactions contemplated
hereby if such correction or supplement discloses any matter or matters which,
when taken together with the items included on the Disclosure Schedule as of
the date hereof, would reasonably be expected to have significantly affected
the aggregate purchase price offered by the Purchaser and BlackRock for the
Transferred Assets (assuming that the other terms and conditions of this
Agreement and the BlackRock Asset Purchase Agreement were unchanged). Neither
the Purchaser nor the Seller shall be deemed a Responsible Party if the
Purchaser elects not to consummate the transactions contemplated hereby
pursuant to this Section 11.1. Any information disclosed pursuant to any
section of the Disclosure Schedule shall be deemed to be disclosed to the
Purchaser for all purposes of this Agreement.
11.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given: (i) when delivered, if delivered
personally; (ii) when sent, and receipt is confirmed, if sent by facsimile
transmission; and (iii) five business days after mailing, if mailed by
registered or certified mail, return receipt requested, to the parties at the
following addresses:
(a) If to the Seller, to:
Chrysler First Business Credit Corporation
c/o Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
Attention: Vice President and Controller
Facsimile No.: (810) 799-5244
with a copy to:
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
Attention: General Counsel
Facsimile No.: (810) 948-3138
or to such other Person as the Seller shall designate in
writing.
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<PAGE>
(b) If to the Purchaser, to:
Berkeley Federal Bank & Trust FSB
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
Attention: Secretary
Facsimile No.: (561) 681-8177
with a copy to:
Berkeley Federal Bank & Trust FSB
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
Attention: Law Department
Facsimile No.: (561) 681-8163
or to such other Person as the Purchaser shall designate in
writing.
11.3 Books and Records; Additional Deliveries. The Seller agrees that
it will, not later than sixty days after the Closing Date, deliver or cause to
be delivered to the Purchaser originals or copies of all records transferred
pursuant Section 2.1(b) to the extent not then in the possession of the
Purchaser. On or promptly following the Closing Date, the Seller shall deliver
the keys for each REO Asset to the extent available and in the possession of
the Seller or shall provide instructions as to where such keys are located.
11.4 Expenses. All costs incurred in effecting the transfer of the
Designated Transferred Assets and assumption of the Assumed Liabilities,
including the cost of preparing instruments and documents in respect of
Specific Asset Transfers, title insurance, surveys and environmental studies,
sales, stamp, transfer and similar taxes, and recording, filing, transfer and
similar fees, will be paid by the Purchaser. Except as otherwise specifically
provided in this Agreement, all legal and other costs and expenses incurred in
connection with the preparation, execution and delivery of this Agreement and
the Related Agreements and the consummation of the transactions contemplated
hereby or thereby shall be paid by the party that incurred such costs and
expenses.
11.5 Bulk Sales. The Purchaser hereby waives compliance with the
requirements of: (a) all applicable state tax laws that may require
notification of state taxing authorities and related actions in respect of
bulk sales of assets outside of the ordinary course of business; and (b) any
bulk transfer laws (such as Article 6 of the Uniform Commercial Code as
enacted in any state) or similar legislation applicable to the transactions
provided for in this Agreement, and the Seller shall have no liability to the
Purchaser with respect thereto, except as provided in Section 10.2(a)(iii).
11.6 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
assigns, provided, however, that neither this Agreement nor any right or
obligation hereunder may be assigned or delegated by either party without the
consent of the other party hereto, except that the Purchaser may grant a
security interest in the Purchaser's rights under this Agreement arising after
the Closing to any lender that, as of the Closing, has provided, or has
committed to provide, financing to the Purchaser for the transactions
contemplated hereby, provided that: (a) such rights of the Purchaser under
this Agreement shall be collateral solely in respect of the financing provided
to the Purchaser for the consummation of the transactions
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<PAGE>
contemplated hereby; (b) the foregoing is not, and shall not be construed as,
a waiver or other limitation of any of the Seller's rights to assert any
defenses and claims against the Purchaser and such lender; (c) the rights of
such lender shall be subject to (i) the terms of this Agreement and any
defense or claim of the Seller arising therefrom, and (ii) any other defense
or claim of the Seller against the Purchaser which accrues before the Seller
receives notification of the grant of a security interest in the Purchaser's
rights hereunder to such lender; and (d) in no event shall the lender be
entitled to any remedy in respect of any claim made against the Seller if such
claim is made at a time after which the Purchaser would not be entitled to any
remedy pursuant to the terms of this Agreement.
11.7 No Third Party Beneficiaries. Except for the Persons referred to,
and as provided, in Section 7.3, 9.2, 10.1(b) and 11.9, this Agreement is
solely for the benefit of the parties hereto and no provision of this
Agreement shall be deemed to confer upon any third Person any remedy, claim,
liability, reimbursement, cause of action or other right.
11.8 Entire Agreement; Amendment. This Agreement, together with the
Confidentiality Agreement, embodies the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
with respect thereto. Except as provided in Section 11.1, this Agreement may
be amended, and any provision hereof waived, but only in writing signed by the
party against whom such amendment or waiver is sought to be enforced.
11.9 Limitation on Warranties. The Seller makes no representations or
warranties with respect to any projections, forecasts or forward-looking
information provided to the Purchaser. There is no assurance that any
projected or forecasted results will be achieved. If any modification of the
terms of any promissory note, mortgage or other Contract comprising any Loan
Asset is made or permitted by the Purchaser, then the Seller's liability for a
breach of any of its representations and warranties set forth in Article IV
shall be limited to the amount, if any, that the Seller would have been liable
if such modification had not been made. EXCEPT AS TO THOSE MATTERS EXPRESSLY
COVERED BY THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, (i) THE SELLER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, AND (ii) THE PURCHASER ACKNOWLEDGES THAT THE PURCHASER
WILL BE ACQUIRING THE DESIGNATED TRANSFERRED ASSETS ON AN "AS IS", "WHERE IS"
BASIS. The Purchaser acknowledges that it is not relying on the accuracy or
completeness of any information which is not included in this Agreement or the
Schedules hereto, and neither the Seller nor any other Person will have or be
subject to any liability to the Purchaser, any Affiliate thereof or any other
Person, resulting from the distribution of any information to, or use of any
such information by, the Purchaser, any Affiliate thereof or any of their
agents, consultants, accountants, counsel or other representatives. Except to
the extent set forth in the representations and warranties of the Seller in
Article IV, nothing herein shall be construed as a guaranty or similar
assurance as to the value or collectability of any Transferred Asset.
11.10 Public Statements. Prior to the Closing Date, except as required
by law or the rules of any stock exchange, no public announcement or other
publicity regarding the transactions referred to herein shall be made by the
Purchaser or the Seller (or their respective Affiliates) without the prior
approval of the other party (which approval shall not be unreasonably delayed
or withheld); and provided, further, that nothing in this Section 11.10 shall
prevent the Purchaser or the Seller from discussing such transactions with, or
making such announcements to, its professional advisors or to those Persons
the notification of whom or whose approval, agreement or opinion, as the case
may be, is required for consummation of any particular transaction or
transactions contemplated hereby. Such party shall exercise all reasonable
efforts to assure that such Persons will agree to keep confidential any
information relating to this Agreement.
- 22 -
<PAGE>
11.11 Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability
of the other provisions hereof shall not be affected thereby, and there shall
be deemed substituted for the provision at issue a valid and enforceable
provision as similar as possible to the provision at issue.
11.12 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument, and shall become effective when one or more counterparts hereof
have been signed by the Purchaser and delivered to the Seller and one or more
counterparts hereof have been signed by the Seller and delivered to the
Purchaser.
11.13 Necessary and Desirable Actions. Each of the Seller and the
Purchaser agrees to cooperate fully with the other in connection with
obtaining the satisfaction of the conditions set forth in Article VIII. The
Seller and the Purchaser each agree to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be reasonable, and necessary or desirable, in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement.
11.14 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to
principles of conflicts of laws.
11.15 Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
OR ANY RELATED AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO IN
CONNECTION HEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT ANY PARTY HERETO 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 OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY.
11.16 Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY RELATED AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY HERETO IN CONNECTION HEREWITH. EACH PARTY HERETO ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION AND THAT THIS
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<PAGE>
PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY'S ENTERING INTO THIS
AGREEMENT AND EACH RELATED AGREEMENT TO WHICH SUCH OTHER PARTY IS A PARTY.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
CHRYSLER FIRST BUSINESS CREDIT
CORPORATION
ATTEST:
By:/s/ Piero DiMambro
------------------
Name: Piero DiMambro
/s/ John W. James Title: President
- ----------------
Name: John W. James
Title: Assistant Secretary
BERKELEY FEDERAL BANK & TRUST FSB
ATTEST:
By: /s/ John R. Erbey
-------------------------
Name: John R. Erbey
/s/ Steven C. Wilhoit Title: Managing Director
- --------------------
Name: Steven C. Wilhoit
Title: Assistant Secretary
- 24 -
CHRYSLER FIRST BUSINESS CREDIT CORPORATION
ASSET PURCHASE AGREEMENT
by and between
CHRYSLER FIRST BUSINESS CREDIT CORPORATION
and
BLACKROCK CAPITAL FINANCE L.P.
Dated as of August 30, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I CERTAIN DEFINITIONS; INTERPRETATION...................... 1
1.1 Definitions....................................... 1
1.2 Interpretation.................................... 5
ARTICLE II PURCHASE AND SALE........................................ 5
2.1 Purchase and Sale................................. 5
2.2 Certain Transferred Assets........................ 5
2.3 Assumed Liabilities............................... 6
2.4 Certain Liabilities............................... 6
2.5 Closing........................................... 6
2.6 Relation with Other Asset Purchase Agreement...... 7
ARTICLE III PAYMENT OF PURCHASE PRICE................................ 8
3.1 Estimated Net Credit.............................. 8
3.2 Determination of Net Credit; Dispute Resolution... 8
(a) Review by the Purchaser.................... 8
(b) Resolution of Disagreements................ 8
3.3 Post-Closing Payment.............................. 9
(a) Final Settlement........................... 9
(b) Method of Payment.......................... 9
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER............. 9
4.1 Organization and Existence........................ 9
4.2 Authority and Approval; Binding Effect............ 9
4.3 No Conflict....................................... 9
4.4 No Conflict with Contracts........................10
4.5 Loan Assets.......................................10
4.6 REO Assets........................................11
4.7 Amounts on Deposit................................11
4.8 Litigation........................................11
4.9 Permits and Other Operating Rights;
Compliance with Laws..............................11
4.10 Environmental Matters.............................12
4.11 Operations Since Cut-Off Date.....................12
4.12 Brokers...........................................12
i
<PAGE>
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER..........12
5.1 Organization and Existence........................12
5.2 Authority and Approval; Binding Effect............12
5.3 No Conflict.......................................13
5.4 Funds Available...................................13
5.5 Litigation........................................13
5.6 Brokers...........................................13
ARTICLE VI COVENANTS OF THE SELLER..................................13
6.1 Servicing of Transferred Assets...................13
6.2 Access............................................14
6.3 Consents..........................................14
6.4 Reasonable Efforts................................14
6.5 Inconsistent Activities...........................14
ARTICLE VII COVENANTS OF THE PURCHASER...............................14
7.1 Reasonable Efforts................................14
7.2 Access............................................14
7.3 Confidentiality...................................15
7.4 Legal Claims......................................15
7.5 Certain Notifications.............................15
7.6 Information Reporting.............................15
ARTICLE VIII CONDITIONS TO CLOSING....................................15
8.1 Condition to the Obligations of the Purchaser.....15
8.2 Conditions to the Obligations of the Seller.......16
(a) Compliance.................................16
(b) Closing Under Other Asset
Purchase Agreement........................ 16
ARTICLE IX TERMINATION............................................. 16
9.1 Grounds for Termination.......................... 16
9.2 Effect of Termination............................ 16
ARTICLE X EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS; INDEMNIFICATION............... 17
10.1 Survival; Remedy for Breach...................... 17
10.2 Indemnification by the Seller.................... 18
10.3 Indemnification by the Purchaser................. 18
10.4 Procedures Governing Indemnification............. 19
ii
<PAGE>
ARTICLE XI MISCELLANEOUS..............................................20
11.1 Disclosure Schedule................................ 20
11.2 Notices............................................ 20
11.3 Books and Records; Additional Deliveries........... 21
11.4 Expenses........................................... 21
11.5 Bulk Sales......................................... 21
11.6 Successors and Assigns............................. 21
11.7 No Third Party Beneficiaries....................... 22
11.8 Entire Agreement; Amendment........................ 22
11.9 Limitation on Warranties........................... 22
11.10 Public Statements.................................. 22
11.11 Severability....................................... 22
11.12 Counterparts....................................... 23
11.13 Necessary and Desirable Actions.................... 23
11.14 Governing Law...................................... 23
11.15 Forum Selection and Consent
to Jurisdiction.................................... 23
11.16 Waiver of Jury Trial............................... 23
SCHEDULES
Schedule A -- Loan Assets Schedule
Schedule B -- REO Assets Schedule
Schedule C -- Escrow Balances Schedule
Schedule D -- Disclosure Schedule
Schedule E -- Additional Servicing Procedures Applied
After Date of Agreement
EXHIBITS
Exhibit 1 -- Bill of Sale and Assignment
Exhibit 2 -- Chrysler Financial Guaranty
Exhibit 3 -- Instrument of Assumption
Exhibit 4 -- Power of Attorney
iii
<PAGE>
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of August 30, 1996, by and
between CHRYSLER FIRST BUSINESS CREDIT CORPORATION, a Delaware corporation
(the "Seller"), and BLACKROCK CAPITAL FINANCE L.P., a Delaware limited
partnership (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser desires to purchase and take assignment of the
Designated Transferred Assets, and the Seller desires to sell and assign the
Designated Transferred Assets to the Purchaser, upon the terms and subject to
the conditions hereinafter set forth; and
WHEREAS, on the date hereof, the Seller, as the seller, and Berkeley
Federal Bank & Trust F.S.B., a federal savings bank ("Berkeley"), as the
purchaser, have entered into an asset purchase agreement relating to the
purchase and sale of the Remaining Transferred Assets (the "Berkeley Asset
Purchase Agreement").
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the parties hereto hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS; INTERPRETATION
1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlled by, controlling or under common control with
such Person and, in the case of the Purchaser, includes any limited liability
company in which the Purchaser is a member.
"Agreement" means this Asset Purchase Agreement, including the
Schedules and Exhibits attached hereto, and any restatement hereof and any
supplement, amendment or modification hereto.
"Allocated Percentage" of any amount referred to in this Agreement
means the percentage of such amount as may be specified by the Purchaser not
less than two business days before such amount is to be paid (in the case of
the Purchase Price) or two business days before the Seller is required
hereunder to deliver to the Purchaser a calculation based on such percentage
(in any other case) hereunder and, failing such specification, means 50%,
provided that the Allocated Percentage and the Corresponding Allocated
Percentage shall in any event equal 100%. The "Allocated Percentage"
designated by the Purchaser for one amount referred to in this Agreement may
be different from that applicable to a different amount referred to in this
Agreement.
"Assumed Liabilities" is defined in Section 2.3.
"Bill of Sale and Assignment" means the Bill of Sale and Assignment to
be made by the Seller in favor of the Purchaser at the Closing and
substantially in the form of Exhibit 1.
"Berkeley" and "Berkeley Asset Purchase Agreement" are defined in the
Recitals.
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"Chrysler Financial" means Chrysler Financial Corporation, a Michigan
corporation.
"Chrysler Financial Guaranty" means the guaranty to be made by
Chrysler Financial in favor of the Purchaser at the Closing and substantially
in the form of Exhibit 2.
"Closing" and "Closing Date" are defined in Section 2.5.
"Confidentiality Agreement" is defined in Section 7.3.
"Contract" means any lease, sales order, purchase order, loan
agreement, security agreement, pledge agreement, license agreement, indenture,
mortgage, note, bond, instrument or other contract or agreement.
"Corresponding", when used with a term defined herein, means such term
as defined in the Berkeley Asset Purchase Agreement, and "Corresponding
Provision" when used with respect to a provision of this Agreement, means the
substantially equivalent provision of the Berkeley Asset Purchase Agreement.
"Cut-Off Date" means the close of business on May 31, 1996.
"Disclosure Schedule" means Schedule D to this Agreement.
"Due Diligence Information" means the information contained in the
loan files, legal files, reports and other records (including computer
records) which were made available for review by the Purchaser, including
through Berkeley, as agent for the Purchaser, prior to the date of this
Agreement. "Due Diligence Information" includes Schedules A, B and C and, to
the extent that information set forth therein (and represented and warranted
to by the Seller pursuant to Article IV) shall be inconsistent with other Due
Diligence Information, the information set forth in Schedule A, B or C, as
applicable, shall control.
"Environmental Law" means any statute, rule or regulation, as in
existence on the Cut-Off Date, relating to environmental protection or the
use, generation, manufacture, transportation or other handling of any
substance, chemical, waste or other material which is listed, defined or
otherwise identified in such statute as hazardous, toxic or dangerous.
"Estimated Net Credit" is defined in Section 3.1.
"Indemnifiable Loss" means any and all damages, losses, liabilities,
fines, penalties, amounts paid in settlement (in accordance with the terms
hereof), costs and expenses (including reasonable expenses of investigation
and reasonable attorneys' fees) relating directly to any matter for which
indemnification under this Agreement is expressly available.
"Indemnified Person" and "Indemnifying Person" are defined in Section
10.4(a).
"Independent Accounting Firm" is defined in Section 3.2(b).
"Instrument of Assumption" means the Instrument of Assumption to be
made by the Purchaser in favor of the Seller at the Closing and substantially
in the form of Exhibit 3.
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"Letter Agreement" means that certain letter agreement dated as of
August 1, 1996 by and between Berkeley and the Seller.
"Lien" means any lien, pledge, charge, security interest or other
encumbrance of any nature.
"Loan Assets" means the loans listed on Schedule A comprising, as
applicable, the promissory notes, mortgages, deeds of trust, guaranties,
assignments of leases and rents, security agreements and similar Contracts
related thereto, including Contracts in respect of New Extensions entered into
by the Seller during the Servicing Period in accordance with Section 6.1.
References to the "Designated Loan Assets" are to the Loan Assets designated
in writing by the Purchaser on or before the Closing in writing, certain
rights under which are being transferred under this Agreement, and references
to the "Remaining Loan Assets" are to the Loan Assets other than the
Designated Loan Assets, certain rights under which will be transferred
pursuant to the Berkeley Asset Purchase Agreement.
"Net Credit" means an amount equal to: (a) the Servicing Period Cash
Flow, less (b) the sum of (i) Servicing Expenses paid by the Seller during the
Servicing Period, plus (ii) the amount of New Extensions, plus (iii) the
Servicing Retainer.
"New Extensions" means the Allocated Percentage of the amount of
additional extensions of credit in respect of the Loan Assets during the
Servicing Period.
"Obligor" means a party to, or a Person otherwise obligated under, any
Loan Asset, whether as borrower, guarantor or otherwise (excluding the
Seller).
"Permitted Liens" means: (i) rights and claims of tenants or other
parties in possession; (ii) easements, encroachments, rights of way and
similar imperfections of title which do not materially affect the
marketability of the real property subject thereto; (iii) restrictions arising
under condemnation, eminent domain, zoning, building, use, occupancy, or other
laws; and (iv) Liens for taxes and other charges and assessments not yet due
and payable.
"Person" means any individual, sole proprietorship, firm, corporation,
partnership, trust, unincorporated association or other entity.
"Power of Attorney" means the Irrevocable Limited Power of Attorney to
be granted by the Seller to the Purchaser at the Closing and substantially in
the form of Exhibit 4.
"Purchase Price" means the Allocated Percentage of $248,478,108.
"Purchaser" is defined in the Preamble, and includes any successor and
permitted assignee of the Purchaser.
"Related Agreement" means any of the following: the Bill of Sale and
Assignment, the Instrument of Assumption, the Power of Attorney and any other
Transfer Instruments. References in this Agreement to a Person's Related
Agreements shall mean the Related Agreements to which such Person is, or is
purported to be, a party.
"REO Assets" means the real property, including all improvements
thereon: (i) listed on Schedule B, and (ii) of the Seller in respect of the
loans described on Schedule A, in cases where the Seller has taken title to
such real property on or prior to the Cut-Off Date but where additional
collateral remains. References to the "Designated REO Assets" are to the REO
Assets designated by the Purchaser in writing on or before the Closing,
certain rights to which are being transferred under this
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Agreement, and references to the "Remaining REO Assets" are to the REO Assets
other than the Designated REO Assets, certain rights to which are being
transferred pursuant to the Berkeley Asset Purchase Agreement.
"Responsible Party" means either the Purchaser or the Seller, if such
party: (i) does not consummate the transactions contemplated in Article II on
or before September 30, 1996 for any reason other than the non-satisfaction of
the condition(s) to its obligation to consummate such transactions described
in Section 8.1 or 8.2, as applicable; or (ii) has not, on or before September
30, 1996, satisfied the condition to the obligation of the other party to
consummate such transactions described in Section 8.2(a) or 8.1 as applicable.
"Seller" is defined in the Preamble.
"Servicing Expenses" means the Allocated Percentage of the ordinary
course direct out of pocket expenses incurred by the Seller on account of or
with respect to the servicing of the Transferred Assets, consisting of
expenses of repairs and improvements thereon, taxes, closing costs (including
customary sales commissions), insurance, operating costs associated with the
REO Assets, appraisals, environmental reports and legal fees.
"Servicing Period" means the period beginning on June 1, 1996 and
ending on the Closing Date.
"Servicing Period Cash Flow" means the Allocated Percentage of an
amount equal to all payments received by the Seller during the Servicing
Period on account of or with respect to the Transferred Assets, including
payments of interest and principal, insurance proceeds, condemnation proceeds,
liquidation proceeds or other recoveries.
"Servicing Retainer" means the Allocated Percentage of an amount equal
to $61,800 per month for each calendar month of the Servicing Period (prorated
for any partial month), provided that if the Closing shall not have occurred
by August 31, 1996, the Servicing Retainer shall be increased by the Allocated
Percentage of $1,667,000 per month (prorated for any partial month) for the
period commencing on September 1, 1996 and ending on the date of the Closing,
and provided further that such increase will not take effect if the Closing
shall be delayed beyond August 31, 1996 because the Seller shall have: (i)
refused to consummate the transactions described in Section 2.5 by such date
although the conditions to its obligation to consummate such transactions set
forth in Section 8.2 have been satisfied; or (ii) the Seller shall have failed
to use its commercially reasonable efforts to satisfy the condition (insofar
as the satisfaction of such condition was within the Seller's control) to the
Purchaser's obligation to consummate such transaction set forth in Section 8.1
by August 31, 1996. The Purchaser acknowledges that the possible increase in
the Servicing Retainer is not in the nature of a remedy but rather reflects
certain assumptions made by the Purchaser in offering, with Berkeley, to
purchase the Transferred Assets at the Purchase Price and Corresponding
Purchase Price.
"Specific Asset Transfer" means the transfer of any individual
Transferred Asset.
"Transfer Instruments" means such good and sufficient deeds, bills of
sale, assignments, assignment and assumption agreements, notice filings and
other instruments of sale, conveyance, transfer, assignment and assumption, in
form and substance reasonably satisfactory to the parties and as shall be
required to transfer to the Purchaser the Designated Transferred Assets, and
as shall be required to evidence the Purchaser's agreement to assume, pay,
perform, fulfill and discharge the Assumed Liabilities.
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"Transferred Assets" means: (i) the Loan Assets; (ii) the REO Assets;
(iii) Contracts entered into by the Seller prior to the Closing Date relating
to (A) the sale of any real property subject to a mortgage comprising a Loan
Asset, title to which was taken by the Seller after the Cut-Off Date, and (B)
the sale of any REO Asset; (iv) Contracts entered into by the Seller prior to
the Closing Date relating to the sale of any Loan Asset; and (v) Contracts
with tenants on or other parties in possession of (A) any real property
subject to a mortgage comprising a Loan Asset, title to which was taken by the
Seller after the Cut-Off Date, and (B) any REO Asset. References to the
"Designated Transferred Assets" are to the Designated Loan Assets, the
Designated REO Assets, and any Contracts described in clauses (iii), (iv) or
(v) above relating to such Designated Loan Assets and Designated REO Assets,
and references to the "Remaining Transferred Assets" are to the Remaining Loan
Assets, the Remaining REO Assets and any Contracts described in clauses (iii),
(iv) or (v) above relating to such Remaining Loan Assets or Remaining REO
Assets.
1.2 Interpretation. The headings preceding the text of Articles,
Sections and subsections and Schedules included in this Agreement are for
convenience only and shall not be deemed part of this Agreement or be given
any effect in interpreting this Agreement. The use of the terms "including" or
"include" shall, in all cases, mean "including, without limitation," and
"include, without limitation," respectively. The use of the masculine,
feminine or neuter gender herein shall, as applicable, also refer to the other
genders. Except as the context otherwise requires, the use of the singular
form of any term shall also refer to the plural, and vice versa. Unless the
context otherwise requires, whenever the terms "hereto", "hereunder", "herein"
or "hereof" are used in this Agreement, such terms shall be construed as
referring to this entire Agreement and references to "Articles", "Sections",
"subsections", "clauses", "Schedules", "Exhibits", "Preamble" and "Recitals"
shall be construed as referring to those of this Agreement. References in this
Agreement to "to the knowledge" of the Purchaser means to the actual knowledge
of the officers, employees and agents of the Purchaser who were engaged in the
evaluation, negotiation and due diligence investigations with respect to the
transactions contemplated hereby. References "to the knowledge" of the Seller
means to the actual knowledge of the senior executives of the Seller (at its
headquarters), after due inquiry made of other employees of the Seller whom
such senior executives reasonably believe are knowledgeable in the subject
matter in issue, which employees shall have made reasonable inquiry into the
records and files of the Seller.
ARTICLE II
PURCHASE AND SALE
2.1 Purchase and Sale. Upon the terms, and subject to the conditions,
of this Agreement, the Seller agrees to sell, assign, transfer, convey and
deliver to the Purchaser, without recourse, representation or warranty, except
as expressly provided in this Agreement, all of the Seller's right, title and
interest existing at the Closing in and to: (a) the Designated Transferred
Assets; and (b) any books and records of the Seller relating to the Designated
Transferred Assets (other than income tax, historical financial and employment
records of the Seller or other similar records relating to the business and
operations of the Seller on an aggregated basis (but the Seller shall be under
no obligation to separate any such books and records among Designated
Transferred Assets and Remaining Transferred Assets). It is understood and
agreed that Schedules A and B reflect certain matters as of the Cut-Off Date
and that, as of the Closing Date, the right, title and interest of the Seller
in and to the Designated Loan Assets and the Designated REO Assets will,
subject to the terms of this Agreement, be different from that existing on the
Cut-Off Date.
2.2 Certain Transferred Assets. Anything in this Agreement to the
contrary notwithstanding, this Agreement shall not constitute an agreement to
assign any rights under any Contract comprising a Designated Transferred Asset
or any claim, right or benefit thereunder or resulting therefrom if an
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assignment thereof, without the consent of a third Person, would constitute a
breach or violation thereof and such consent is not obtained prior to the
Closing. If (i) such a consent is so required for the assignment of such
Contract and has not been obtained prior to the Closing or (ii) an attempted
assignment of such Contract is ineffective, then the Seller and the Purchaser
shall enter into a mutually acceptable arrangement relating to such Contract
to provide the Purchaser with the practical economic benefits of, and to
impose on the Purchaser the obligations under, such Contract.
2.3 Assumed Liabilities. At the Closing, the Purchaser shall assume,
and at the Closing or thereafter, when due to be paid, performed, fulfilled
and discharged, the Purchaser shall pay, perform, fulfill and discharge all
liabilities, duties and obligations of the Seller relating to the Designated
Transferred Assets, whether or not existing or known on the date of this
Agreement or on the Closing Date (collectively, the "Assumed Liabilities").
2.4 Certain Liabilities. If the Seller is to provide to the Purchaser
the practical benefits under a Contract comprising a Designated Loan Asset
under an arrangement pursuant to Section 2.2, all liabilities, duties and
obligations of the Seller under such Contract shall be Assumed Liabilities.
2.5 Closing.
(a) Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Article
IX, the closing (the "Closing") of the purchase and sale of the Designated
Transferred Assets hereunder shall take place at the offices of Mayer, Brown &
Platt in Washington, D.C. (or such other place as the parties may agree), on
August 30, 1996, or, unless otherwise agreed, at such later date, not later
than September 30, 1996, which is five business days following the date that
the respective condition(s) to the obligations of the parties set forth in
Article VIII have been satisfied or waived (the date of the Closing being
hereinafter called the "Closing Date"). At the Closing:
(i) The Purchaser shall pay to the Seller the Purchase
Price, less the Estimated Net Credit, by wire transfer of immediately
available funds to such bank account as may be designated in a writing
delivered to the Purchaser by the Seller at least two business days
prior to the Closing.
(ii) The Purchaser shall execute and deliver to the Seller
the Instrument of Assumption.
(iii) The Seller shall execute and deliver to the Purchaser
the Bill of Sale and Assignment and the Power of Attorney and shall
deliver to the Purchaser the Chrysler Financial Guaranty, duly
executed by Chrysler Financial.
(iv)(A) The Seller shall execute and deliver a certificate,
dated the Closing Date, certifying as to the matters specified in
Section 8.1 and (B) the Purchaser shall execute and deliver a
certificate, dated the Closing Date, certifying as to the matters
specified in Section 8.2(a).
(v) The Purchaser shall deliver (A) certified copies of
resolutions of the Purchaser and the trustees of its general partner,
or a duly authorized committee thereof, giving any necessary approval
or authorization with respect to this Agreement and the Purchaser's
Related Agreements, (B) incumbency and signature certificates as to
the authorized signatories of the general partner of the Purchaser
executing documents on behalf of the Purchaser, (C) certified copies
of the certificate of limited partnership and the partnership
agreement of the Purchaser
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and the certificate of trust and the governing instruments (as defined
in the Delaware Business Trust Act) of the general partner of the
Purchaser, and (D) a good standing certificate from the Secretary of
State of the State of Delaware with respect to each of the Purchaser
and the general partner of the Purchaser.
(vi) The Seller shall deliver (A) certified copies of
resolutions of the Boards of Directors of the Seller and Chrysler
Financial, or a duly authorized committee thereof, giving any
necessary approval or authorization with respect to this Agreement and
the Seller's Related Agreements and the Chrysler Financial Guaranty,
respectively, (B) incumbency and signature certificates as to officers
of the Seller and Chrysler Financial executing documents on behalf of
the Seller and Chrysler Financial, respectively, (C) certified copies
of the certificate or articles of incorporation and bylaws of the
Seller and Chrysler Financial, and (D) a good standing certificate
from the Secretaries of State of Delaware and Michigan with respect to
the Seller and Chrysler Financial, respectively.
(b) As between the Seller and the Purchaser, the transfer of the
Designated Transferred Assets and assumption of the Assumed Liabilities will
be effective as of the Closing and such transfer and assumption will be
evidenced by the Bill of Sale and Assignment and the Instrument of Assumption.
The execution at the Closing by the Seller of other Transfer Instruments will
not be necessary to consummate the transactions contemplated hereby, except
that, at the request of the Purchaser, the Seller shall execute and deliver at
the Closing such additional Transfer Instruments as may be prepared by the
Purchaser in form and substance reasonably satisfactory to the Seller.
(c) Pursuant to the Power of Attorney, the Seller shall appoint
the Purchaser its attorney-in-fact to execute for the Seller any other
Transfer Instruments with respect to Specific Asset Transfers (which may be
prepared by the Purchaser and shall be consistent with the terms and
conditions of this Agreement), including deeds in respect of the Designated
REO Assets, and to take such actions on behalf of the Seller consistent with
the terms of this Agreement as may be necessary to effect the perfection,
filing or recording of any such Transfer Instruments and the filing of
information returns pursuant to Section 7.6. The Purchaser, for itself and on
behalf of the Seller, will be responsible for causing any legal requirements
applicable to any Specific Asset Transfer to be complied with in order to
effect such perfection, filing or recording and shall use its commercially
reasonable efforts to promptly effect such perfection, filing or recording.
Except for representations and warranties made by the Seller in this
Agreement, the transfer of Designated REO Assets by the Seller to the
Purchaser will be on a quit claim basis. Subject to the foregoing, following
the Closing, the Seller and the Purchaser will reasonably cooperate with the
other in executing such additional documents and taking such additional acts
as will better evidence the transfer of Designated Transferred Assets and
assumption of Assumed Liabilities contemplated by this Agreement. At the
Closing, the Seller shall provide to the Purchaser a certification to the
effect that the Seller is not a "foreign person" within the meaning of Section
1445(b)(2) of the Internal Revenue Code of 1986, as amended. The form of
certification will be prepared by the Purchaser and be in form and substance
reasonably satisfactory to the Seller.
2.6 Relation with Other Asset Purchase Agreement. Purchaser
acknowledges and agrees that it has entered into various arrangements with
Berkeley with respect to the Transferred Assets. Consequently, the Seller has
no responsibility or liability with respect to any allocation of the
Transferred Assets between the Purchaser and Berkeley, or any allocation of
the rights and obligations thereof under this Agreement and the Berkeley Asset
Purchase Agreement, including as to the application of Indemnifiable Losses
and Corresponding Indemnifiable Losses of the Purchaser or Berkeley to the
deductible amount contemplated in Section 10.2(b) and the Corresponding
Provision. The books and records of the Seller to be transferred hereunder and
under the Berkeley Asset Purchase
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Agreement shall be transferred as a whole at the Closing and Corresponding
Closing, and the Seller shall not be responsible for ensuring that any
particular books and records are delivered into the possession of the
Purchaser or Berkeley. The Purchaser shall not assert that it has no liability
in respect of any obligation hereunder on the basis that such obligation
arises or should have arisen under the Berkeley Asset Purchase Agreement,
unless Berkeley shall accept, if such liability shall be established,
responsibility therefor in writing.
ARTICLE III
PAYMENT OF PURCHASE PRICE
3.1 Estimated Net Credit. No later than two business days prior to the
Closing, the Seller will prepare and deliver to the Purchaser a reasonable
estimate of the Net Credit (the "Estimated Net Credit"). At the Closing, the
Purchaser will pay the Purchase Price, less the Estimated Net Credit to the
Seller pursuant to Section 2.5.
3.2 Determination of Net Credit; Dispute Resolution.
(a) Review by the Purchaser. Within 15 days after the Closing,
the Seller will prepare and deliver to the Purchaser a calculation of the
actual Net Credit, showing in reasonable detail the items comprising the
Servicing Period Cash Flow, Servicing Expenses, New Extensions and Servicing
Retainer (the "Net Credit Statement"). Following delivery of the Seller's
calculation, the Seller and the Purchaser will in good faith attempt to agree
on the Net Credit. If agreement is not reached within 10 days after the date
that the Net Credit Statement is delivered to the Purchaser, the Purchaser
shall give at the end of such 10-day period written notice of its disagreement
to the Seller, which notice shall set forth in reasonable detail the items on
the Net Credit Statement with which the Purchaser disagrees and the amounts of
such items which the Purchaser believes are correct. Unless such written
notice is timely received, the Purchaser shall be deemed to have agreed in all
other respects with the Net Credit Statement. Purchaser shall coordinate its
response to the Net Credit Statement with Berkeley's response to the
Corresponding Net Credit Statement and the Purchaser's response hereunder
shall not be inconsistent with that of Berkeley under the Corresponding
Provision.
(b) Resolution of Disagreements. If the Purchaser shall timely
give notice of disagreement as provided in Section 3.2(a), the Seller and the
Purchaser shall promptly thereafter cause an independent accounting firm of
nationally recognized standing reasonably satisfactory to the Seller and the
Purchaser (who shall not have any material relationship with Chrysler
Financial, the Seller or the Purchaser) (the "Independent Accounting Firm") to
review this Agreement, the Net Credit Statement and the Purchaser's notice of
disagreement and to render, as promptly as practicable, its determination of
the Net Credit. The Seller and the Purchaser agree that in any event the
Independent Accounting Firm and the Corresponding Independent Accounting Firm
shall be the same Person. In making its determination, the Independent
Accounting Firm shall consider only those items or amounts that are in
dispute. Such determination shall be final, conclusive and binding upon the
Seller and the Purchaser; provided that any item in dispute shall not, in any
event, be determined to be in an amount which is more favorable to the
Purchaser than the amount set forth by the Purchaser in its notice of
disagreement or more favorable to the Seller than the amount set forth by the
Seller in the Net Credit Statement. The fees and charges of the Independent
Accounting Firm in making such review and preparing such report shall be borne
equally by the Seller and the Purchaser.
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3.3 Post-Closing Payment.
(a) Final Settlement. Upon the final agreement or determination
of the Net Credit, the Purchaser shall, in the manner and with interest as
provided in Section 3.3(b), pay the Seller the amount, if any, by which the
Estimated Net Credit exceeds the Net Credit, or the Seller shall, in the
manner and with interest as provided in Section 3.3(b), pay the Purchaser the
amount, if any, by which the Net Credit exceeds the Estimated Net Credit. Any
such payment pursuant to this Section 3.3(a) shall be made at a mutually
convenient time and place (i) within fifteen days after delivery of the Net
Credit Statement by the Seller pursuant to Section 3.1 if no notice of
disagreement is delivered pursuant to Section 3.2(a) or (ii) if a notice of
disagreement is delivered by the Purchaser pursuant to Section 3.2(a), then
within ten days after the determination of the Net Credit by the Independent
Accounting Firm pursuant to in Section 3.2(b).
(b) Method of Payment. Any payment pursuant to this Section 3.3
shall be made by wire transfer by the Purchaser or the Seller, as the case may
be, of immediately available funds to such account of the party to receive
such payment as may be designated by such party. The amount of any payment to
be made pursuant to this Section 3.3 shall bear interest from the Closing Date
until the date of payment at a rate per annum equal to one month LIBOR on the
Closing Date, as reported in the "Money Rates" box in the Wall Street Journal,
plus 0.75%. Such interest shall be payable at the same time as the payment to
which it relates and shall be calculated daily on the basis of a year of 365
days and the actual number of days for which due.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser, as of the
date hereof and the Closing Date (except as expressly provided below), as set
forth in this Article IV:
4.1 Organization and Existence. The Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of
Delaware.
4.2 Authority and Approval; Binding Effect. The Seller has the
corporate power and authority to execute, deliver and perform this Agreement
and its Related Agreements and to consummate the transactions contemplated
hereby and thereby. All corporate acts and proceedings required to be taken by
or on the part of the Seller to authorize it to execute, deliver and perform
this Agreement and its Related Agreements and to consummate the transactions
contemplated hereby and thereby have been duly and validly taken. This
Agreement constitutes, and upon the execution and delivery by the Seller and
the other parties thereto of the Related Agreements, the Seller's Related
Agreements will constitute, the valid and binding agreements of the Seller,
enforceable against the Seller in accordance with their respective terms,
except as such enforcement may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally or by
judicial discretion as to the availability of equitable remedies or by general
equitable principles.
4.3 No Conflict. The execution, delivery and performance by the Seller
of this Agreement and its Related Agreements, and the consummation by the
Seller of the transactions contemplated hereby and thereby, do not and will
not: (a) violate or conflict with the certificate of incorporation or bylaws
of the Seller; (b) assuming satisfaction of the matters referred to in the
following clause (c), violate or conflict with any law or governmental
regulation applicable to the Seller or any applicable order, arbitration
award, judgment or decree to which the Seller is a party or by which it is
bound; or (c) require any filing or registration by the Seller with, or
approval, consent, authorization or other
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action with respect to the Seller by, any governmental authority other than
(i) as shall be obtained prior to the Closing, and (ii) any such filings,
registrations, approvals, consents, authorizations or actions which are
required with respect to any Specific Asset Transfer.
4.4 No Conflict with Contracts. The execution, delivery and
performance by the Seller of this Agreement and its Related Agreements, and
the consummation by the Seller of the transactions contemplated hereby and
thereby, do not and will not: (a) violate or conflict with, result in a breach
of, constitute a default under (whether with notice or the lapse of time or
both), or accelerate or permit the acceleration of the performance required
by, any Contract to which the Seller is a party or by which it is bound or by
which any of the Designated Transferred Assets is bound, or (b) result in the
creation of any Lien upon any of the Transferred Assets.
4.5 Loan Assets. As of the Cut-Off Date:
(a) The information included on Schedule A with respect to: (i)
the amounts reflected in the Seller's books as the outstanding principal
balances of the Designated Loan Assets; (ii) the interest rates applicable to
the Designated Loan Assets; (iii) the Seller's lien position as to the
Designated Loan Assets in relation to any other mortgages; (iv) maturity dates
as to the Loan Assets; and (v) the next payment due date as to the Designated
Loan Assets, was true and correct in all material respects.
(b) Except as set forth in Section 4.5 of the Disclosure
Schedule:
(i) The Seller was the sole owner of the Designated Loan
Assets (including the rights under each promissory note or mortgage
comprising the Designated Loan Assets) and had good and marketable
title thereto, and had the full right to transfer and sell the
Designated Loan Assets to the Purchaser, free and clear of any Lien;
(ii) The Seller had obtained an ALTA lender's title
insurance policy, attorney title opinion or other customary
documentation regarding title matters with respect to the real
property subject to each mortgage comprising Designated Loan Assets
and where such insurance has been obtained, such policy states that:
(A) the Seller, and its successors and assigns (or successors to the
ownership of the secured indebtedness, or words to similar effect), is
the insured with respect to such mortgage up to an amount (or, in the
case of multiple collateral, up to an amount, when aggregated with the
insured amounts under the other lender's title policies in respect of
such additional collateral) that is not less than the outstanding
principal amount of the related Designated Loan Asset (or Designated
Loan Assets) as of the Cut-Off Date and (B) the lien priority of such
mortgage, relative to any other mortgage noted thereon, corresponds to
the lien priority for such mortgage set forth in Schedule A;
(iii) No Designated Loan Asset comprised a participation
in any loan as to which other Persons are also participants;
(iv) The obligations of the Obligor under the Contracts
comprising each Designated Loan Asset were valid and enforceable by
the Seller in accordance with their respective terms, except as such
enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally or by
judicial discretion as to the availability of equitable remedies or by
general equitable principles;
(v) The Seller was not in default in the performance of
any of its obligations under any of the Contracts comprising the
Designated Loan Assets;
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(vi) No terms of any promissory note or mortgage comprising
a Designated Loan Asset had been altered in any material respect
(including by way of discharge, release, or subordination), except as
reflected in the Due Diligence Information;
(vii) The rights of the Seller under any promissory note or
mortgage comprising a Designated Loan Asset derived from a bona fide
extension of credit and, to the knowledge of the Seller, such rights
were not subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, except as would not
constitute a breach of Section 4.5(iv) or (vi); and
(viii) The Seller was not obligated with respect to any
Designated Loan Assets to make additional extensions of credit, except
as reflected in the Due Diligence Information.
4.6 REO Assets. As of the Cut-Off Date:
(a) The information included on Schedule B with respect to the
amounts reflected in the Seller's books was true and correct in all material
respects.
(b) Except as set forth on Section 4.6 of the Disclosure
Schedule:
(i) The Seller was the sole owner of the Designated REO
Assets and had the full right to transfer and sell the Designated REO
Assets to the Purchaser, free and clear of any Lien, except for
Permitted Liens, and except as reflected in the Due Diligence
Information;
(ii) To the knowledge of the Seller, all work contracted by
the Seller with third parties in connection with the physical
condition of the Designated REO Assets had been performed by such
contractor in a workmanlike manner and in compliance with applicable
building codes;
(iii) With respect to each Designated REO Asset, an ALTA
owner policy of title insurance could be obtained by the Purchaser
from a recognized title insurance company authorized to conduct an
insurance business in the area in which the Designated REO Asset is
located (assuming such title insurance is customarily obtained in such
area in connection with sales of real property); and
(iv) The Seller has not received notice of any pending
proceeding for the total or partial condemnation of any Designated REO
Asset and, to the knowledge of the Seller, no such proceeding has been
threatened.
4.7 Amounts on Deposit. The information included on Schedule C was, as
of the Cut-Off Date, true and correct in all material respects.
4.8 Litigation. Except as set forth in Section 4.8 of the Disclosure
Schedule, as of the CutOff Date, there was no legal, administrative or
arbitration proceeding, suit or action of any nature pending or, to the
knowledge of the Seller threatened, against the Seller.
4.9 Permits and Other Operating Rights; Compliance with Laws. To the
knowledge of the Seller, except as set forth on Section 4.9 of the Disclosure
Schedule: (a) the Seller possesses all governmental permits and authorizations
necessary to permit it to operate its business; and (b) the Seller has
complied with applicable laws (other than Environmental Laws, which are the
subject of Section 4.10) relating to the extension of credit.
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4.10 Environmental Matters. As of the Cut-Off Date, and except as set
forth in Section 4.10 of the Disclosure Schedule:
(a) To the knowledge of the Seller: (i) there were no claims
which have been asserted by third parties (including governmental agencies)
asserting that the Seller may have liability under applicable Environmental
Laws with respect to any Designated Transferred Asset; (ii) the Seller had
received no notices from any third party identifying any such potential
liability with respect to any Designated Transferred Asset; and (iii) the
Seller had complied with the environmental policies adopted by the Seller from
time to time in the making of extensions of credit secured by real property
and in taking real property in foreclosure or similar proceedings with respect
to such extensions of credit.
(b) Since the date of the Seller's acquisition of title to each
of the Designated REO Assets, the Seller has not, and to the Seller's
knowledge no other Person (including any agent of the Seller) has, discharged
or released any substance, or taken any other action, which would result in
any liability under applicable Environmental Laws and which would have, with
respect to any specific Designated REO Asset, a material adverse effect on the
value thereof.
(c) Section 4.10 of the Disclosure Schedule sets forth a
complete list of all of the written reports from environmental engineering
consultants received by the Seller with respect to REO Assets.
4.11 Operations Since Cut-Off Date. Since the Cut-Off Date, the Seller
has conducted its operations, and has maintained its books and records, in
substantially the same manner in which it conducted such operations, and
maintained such books and records, from January 1, 1995 through the Cut-Off
Date, except as contemplated in Section 6.1.
4.12 Brokers. Neither the Seller nor Chrysler Financial has engaged
any investment banker, broker or finder in connection with the transactions
contemplated in this Agreement who may be entitled to a fee or commission
payable by the Purchaser or any of its Affiliates.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller, as of the
date hereof and the Closing Date, as set forth in this Article V:
5.1 Organization and Existence. The Purchaser is a limited partnership
duly formed, validly existing and in good standing under the laws of Delaware
and the general partner of the Purchaser is a business trust duly formed,
validly existing and in good standing under the laws of Delaware.
5.2 Authority and Approval; Binding Effect. The Purchaser has the
partnership power and authority to execute, deliver and perform this Agreement
and its Related Agreements and to consummate the transactions contemplated
hereby and thereby. All partnership, and in respect of its general partner,
trust acts and proceedings required to be taken by or on the part of the
Purchaser and such general partner to authorize the Purchaser to execute,
deliver and perform this Agreement and its Related Agreements and to
consummate the transactions contemplated hereby and thereby have been duly and
validly taken. This Agreement constitutes, and upon the execution and delivery
by the Purchaser and the other parties thereto of the Related Agreements, the
Purchaser's Related Agreements will constitute, the valid and binding
agreements of the Purchaser, enforceable against the Purchaser in accordance
with their respective terms, except as such enforcement may be limited by
bankruptcy,
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insolvency or other similar laws affecting the enforcement of creditors'
rights generally or by judicial discretion as to the availability of equitable
remedies or by general equitable principles.
5.3 No Conflict. The execution, delivery and performance by the
Purchaser of this Agreement and its Related Agreements, and the consummation
by the Purchaser of the transactions contemplated hereby and thereby, do not
and will not: (a) violate or conflict with the certificate of limited
partnership and limited partnership agreement of the Purchaser or the
certificate of trust or governing instruments of the general partner of the
Purchaser; (b) violate or conflict with any law or governmental regulation
applicable to the Purchaser or any applicable order, arbitration award,
judgment or decree to which the Purchaser is a party or by which it is bound;
(c) violate or conflict with, result in a breach of, constitute a default
under (whether with notice or the lapse of time or both), or accelerate or
permit the acceleration of the performance required by, any Contract to which
the Purchaser is a party or by which it is bound or by which any of its
property is bound; or (d) require any filing or registration by the Purchaser
with, or approval, consent, authorization or other action with respect to the
Purchaser by, any governmental authority.
5.4 Funds Available. The Purchaser has sufficient cash, lines of
credit or other sources of available funds to enable it to make the payments
in the amounts and in the manner contemplated by this Agreement and its
Related Agreements.
5.5 Litigation. There is no legal, administrative or arbitration
proceeding, suit or action of any nature pending or, to the knowledge of the
Purchaser, threatened against the Purchaser which would materially impair the
ability of the Purchaser to perform its obligations under this Agreement or
any of the Purchaser's Related Agreements.
5.6 Brokers. Neither the Purchaser nor any of its Affiliates has
engaged any investment banker, broker or finder in connection with the
transactions contemplated in this Agreement who may be entitled to a fee or
commission payable by the Seller or Chrysler Financial.
ARTICLE VI
COVENANTS OF THE SELLER
The Seller covenants and agrees with the Purchaser as set forth in
this Article VI:
6.1 Servicing of Transferred Assets. From the beginning of the
Servicing Period to the date of this Agreement, the Seller has serviced the
Designated Transferred Assets as described in Section 4.11 and, for the
remainder of the Servicing Period, will service the Designated Transferred
Assets as so described, subject to the provisions of this Section 6.1 and
Schedule E. The Seller will have no liability to the Purchaser in respect of
any act or omission (including in connection with disposition decisions on
Designated Transferred Assets) if such act or omission was taken or made in
good faith and consistent with Section 4.11 (and, after the date of this
Agreement, this Section 6.1 and Schedule E). Subject to any restrictions in
Schedule E, the Seller may incur Servicing Expenses, provided, however,
without the prior consent of the Purchaser, payments of Servicing Expenses in
the aggregate have not been prior to the date hereof, and will not be after
the date hereof, in excess of $1,125,000 per month and such amounts have not
been and will not be paid to Affiliates of the Seller and/or its employees. In
addition, after the date of this Agreement, without the prior consent of the
Purchaser, the Seller may not incur any Servicing Expense with respect to a
specific Transferred Asset which, when combined with all other Servicing
Expenses incurred after the date of this Agreement with respect to such
Transferred Asset, exceeds $5,000. Subject to the foregoing, Servicing
Expenses may be paid by the Seller in accordance with the Seller's customary
practices but any Servicing Expenses that have
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not been paid as of the Closing will be Assumed Liabilities. In respect of
such servicing during the Servicing Period, the Seller will be entitled to
retain the Servicing Retainer. New Extensions may not be made without the
joint approval of the Seller and the Purchaser, except for New Extensions made
or committed to be made prior to August 1, 1996 and disclosed in the Due
Diligence Information.
6.2 Access. The Seller shall afford representatives of the Purchaser
reasonable access, during normal business hours, to the management, facilities
and books and records of the Seller. Nothing herein shall be construed as
requiring the Seller to disclose or give access to the Purchaser any
information or books and records that would unreasonably disrupt the normal
course of the Seller's business or violate the terms of any Contract to which
the Seller is bound or any applicable law or regulation.
6.3 Consents.
(a) Prior to the Closing, the Seller shall, in cooperation with
the Purchaser, use its reasonable efforts (without necessity of incurring any
undue additional expense) to procure any required third party consents to the
transfer of any Contract rights and obligations comprising Designated
Transferred Assets and Assumed Liabilities. The failure to obtain any such
consent will not constitute a breach of this Agreement or the failure of any
condition to the obligation of the Purchaser to consummate the transactions
contemplated hereby.
(b) Prior to the Closing, the Seller shall, in cooperation with
the Purchaser and if so requested by the Purchaser, use its reasonable efforts
(without necessity of incurring any additional expense) to assist in the
Purchaser's procurement of any governmental licenses and permits needed by the
Purchaser in connection with the Transferred Assets. The failure of the
Purchaser to obtain any such licenses or permits will not constitute a failure
of any condition to the obligation of the Purchaser to consummate the
transactions contemplated hereby.
6.4 Reasonable Efforts. Subject to the terms and conditions of this
Agreement, the Seller will execute and deliver its Related Agreements at the
Closing. The Seller shall use all commercially reasonable efforts to cause the
condition set forth in Section 8.1 to be satisfied as soon as practicable
after the date of this Agreement.
6.5 Inconsistent Activities. Unless and until this Agreement has been
terminated pursuant to Article IX, the Seller will not solicit any offer to
acquire a material portion of the Transferred Assets, whether by merger,
purchase of stock, purchase of assets or other similar transaction.
ARTICLE VII
COVENANTS OF THE PURCHASER
The Purchaser covenants and agrees with the Seller as set forth in
this Article VII:
7.1 Reasonable Efforts. Subject to the terms and conditions of this
Agreement, the Purchaser will execute and deliver its Related Agreements at
the Closing. The Purchaser shall use all commercially reasonable efforts to
cause the conditions set forth in Section 8.2 to be satisfied as soon as
practicable after the date of this Agreement.
7.2 Access. The Purchaser will, at and after the Closing, afford
promptly to the Seller and its agents reasonable access during normal business
hours to the books and records of the Purchaser relating to the Transferred
Assets and the Assumed Liabilities to the extent reasonably necessary to
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permit the Seller to determine any matter relating to the Seller's rights and
obligations hereunder or under any Related Agreement or relating to any period
ending on or before the Closing Date (including in connection with the
determination of the Net Credit).
7.3 Confidentiality. The Purchaser will continue to comply with and be
bound by that certain confidentiality agreement, dated April 15, 1996, as
amended April 16, 1996, between Chrysler Financial and Berkeley (as though the
Purchaser had been the original party thereto) (the "Confidentiality
Agreement"), and the Purchaser agrees that the rights of Chrysler Financial
thereunder shall inure to the benefit of the Seller. If this Agreement is
terminated pursuant to Article IX or otherwise, the Purchaser shall promptly
return to the Seller all information relating to the Transferred Assets, the
Assumed Liabilities, and the Seller's employees and business which is of a
non-public nature (including copies of such information) and return to the
Seller or destroy all analyses, compilations, studies and other documents of
or prepared by the Purchaser or its representatives from such information (and
confirm to the Seller in writing that it has done so). If the Closing occurs,
the Confidentiality Agreement shall be terminated and of no further force and
effect, except that the Purchaser shall maintain the confidentiality of any
"Proprietary Information" (as defined in the Confidentiality Agreement) to the
extent such information is not included in the books and records transferred
to the Purchaser pursuant to Section 2.1(b).
7.4 Legal Claims. Purchaser will, following the Closing, have itself
substituted for the Seller as the real party in interest with respect to any
foreclosure, bankruptcy or similar action involving any Designated Transferred
Asset. Purchaser will, following the Closing, assume the defense of any claims
against the Seller relating to the Designated Transferred Assets pending in
any court or other tribunal as of the Closing and will undertake the defense
of any such claims first made in such proceedings after the Closing (and based
on facts existing prior to the Closing or based on facts (other than acts
taken by the Seller) occurring after the Closing). The Designated Transferred
Assets include any counterclaims the Seller would be entitled to assert in any
such proceedings. The Seller, insofar as it shall retain any records (not
transferred pursuant to Section 2.1(b)) relating to, or personnel with
relevant knowledge of, any such actions or claims, shall reasonably cooperate
with the Purchaser in its prosecution or defense thereof, it being understood
that the Seller shall not be required to incur any unreimbursed expense in
connection therewith.
7.5 Certain Notifications. At least two business days prior to the
Closing, the Purchaser shall notify the Seller of any matters to its knowledge
which it believes may constitute a breach of the Seller's representations and
warranties.
7.6 Information Reporting. After the Closing, the Purchaser will, at
the request of the Seller, assist the Seller in complying with its tax
information reporting obligations with respect to the Designated Transferred
Assets for calendar year 1996, including through the making of such tax
reports and filings on behalf of the Seller (to the extent based on
information contained in books and records transferred to the Purchaser
pursuant to Section 2.1). Nothing herein shall be construed as imposing any
liability on the Purchaser to the Seller for any inaccuracy contained in any
such reports or filings.
ARTICLE VIII
CONDITIONS TO CLOSING
8.1 Condition to the Obligations of the Purchaser. The obligations of
the Purchaser to proceed with the Closing contemplated hereby are subject to
the satisfaction at or prior to the Closing of the condition (which may be
waived, in whole or in part, by the Purchaser) that the Seller shall have
complied in all material respects with each of its covenants and agreements
contained herein to be
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performed at or prior to the Closing, and, except as affected by any action
expressly contemplated by or permitted under this Agreement, each of the
representations and warranties of the Seller contained in Sections 4.1, 4.2,
4.3, 4.4, 4.11 and 4.12 shall have been true and correct in all material
respects as of the date of this Agreement and shall be true and correct in all
material respects at and as of the Closing as if made at and as of the
Closing, and the other representations and warranties contained in Article IV
shall have been true and correct as of the Cut-Off Date.
8.2 Conditions to the Obligations of the Seller. The obligations of
the Seller to proceed with the Closing contemplated hereby are subject to the
satisfaction at or prior to the Closing of all of the following conditions,
any one or more of which may be waived, in whole or in part, by the Seller:
(a) Compliance. The Purchaser shall have complied in all
material respects with each of its covenants and agreements contained herein
to be performed at or prior to the Closing (including the payment of the
Purchase Price, less the Estimated Net Credit, as contemplated in Section 2.5)
and, except as affected by any action expressly contemplated by or permitted
under this Agreement, each of the representations and warranties of the
Purchaser contained in Article V shall have been true and correct in all
material respects on the date of this Agreement and shall be true and correct
in all material respects at and as of the Closing as if made at and as of the
Closing.
(b) Closing Under Other Asset Purchase Agreement. Berkeley shall
be unconditionally obligated to purchase the Remaining Transferred Assets as
contemplated in the Berkeley Asset Purchase Agreement (and the Corresponding
Closing shall occur simultaneously with the Closing).
ARTICLE IX
TERMINATION
9.1 Grounds for Termination. This Agreement may be terminated, and the
transactions contemplated hereby abandoned, at any time prior to the Closing:
(a) By the mutual written agreement of the Seller and the
Purchaser;
(b) By the Seller or by the Purchaser if the Closing shall not
have been consummated on or before September 30, 1996; provided that a party
shall not have the right to so terminate this Agreement if the failure of the
Closing to have occurred shall be due to a breach by such party of any of its
agreements or covenants contained herein required to be performed by it at or
prior to the Closing pursuant to the terms hereof; or
(c) By the Purchaser, as permitted in Section 11.1.
Any party desiring to terminate this Agreement pursuant to the foregoing
Section 9.1(b) shall give notice of such termination to the other party.
9.2 Effect of Termination. If this Agreement is terminated, the
provisions of this Agreement shall be of no further force and effect, except
that the rights and obligations of the parties under Sections 7.3, 11.1, 11.4,
11.11, 11.14, 11.15 and 11.16 and this Section 9.2 shall survive such
termination. If the transactions contemplated in Section 2.5 are not
consummated on or before September 30, 1996, the Responsible Party, if any,
shall, as compensation to the other party for time and effort expended by such
other party in connection with the transactions contemplated hereby and the
negotiation of this Agreement (and, if such other party is the Seller, for its
covenant set forth in paragraph 5(b) of the Letter Agreement and inability to
pursue alternatives to the Purchaser and the
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transactions contemplated hereby as a result of the execution of this
Agreement), pay to such other party a "break-up fee" of $1.5 million. The
break-up fee will be the sole and exclusive remedy arising out of the
Responsible Party's failure to consummate the transactions contemplated hereby
and the Responsible Party shall have no further, and its Affiliates,
directors, officers, employees, agents, consultants and other representatives
will have no, liability in respect thereof.
ARTICLE X
EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS; INDEMNIFICATION
10.1 Survival; Remedy for Breach.
(a) The representations and warranties contained in this
Agreement shall survive the Closing until the date which is thirty months
after the Closing Date, at which time they shall expire, except that the
representations and warranties contained in Section 4.10 shall survive the
Closing until the date which is twelve months after the Closing Date, at which
time they shall expire. No claim regarding a breach of any such representation
or warranty shall be made for the first time after the date such
representation or warranty expires. The agreements and covenants of the
parties contained in this Agreement or any Related Agreement shall survive the
Closing, provided, that no claim regarding a breach of any such agreement or
covenant contained in this Agreement occurring before the Closing shall be
made for the first time after the date which is thirty months after the
Closing Date. With respect to any claim that is made in writing within any
applicable time period, the period of time for commencing an action or suit in
a court of competent jurisdiction to resolve such claim shall expire on the
first anniversary of the making of such claim and no such action or suit shall
be commenced after such date and, in any event, no such action or suit may be
brought after expiration of the applicable statute of limitations. Any right
to indemnification pursuant to Sections 10.2 and 10.3 shall only apply to
Indemnifiable Losses with respect to which the party seeking indemnification
shall have notified the other party as set forth Section 10.4(a) or (b) within
the applicable time period set forth in this Section 10.1(a).
(b) Except as provided in Section 9.2, the sole and exclusive
remedy of the Purchaser and the Seller for any breach of any covenant or
agreement, or any inaccuracy or other breach of any representation or
warranty, contained in this Agreement, any Related Agreement or any other
writing delivered pursuant hereto or in connection herewith or for any other
matter arising under or in connection with this Agreement, any Related
Agreement or any such other writing shall be the indemnities contained in
Sections 10.2 and 10.3, respectively, including enforcement thereof in a court
of competent jurisdiction, and the parties hereby waive, release and agree not
to assert any other right, whether arising by statute, common law, or
otherwise, in connection therewith, provided, that a party shall be entitlted
to setoff any amount owed by the other party to such party under this
Agreement against any amount owed by such party to the other party under this
Agreement. Without limitation of the foregoing (and except, in the case of the
Seller, as provided in the Chrysler Financial Guaranty), a party's Affiliates,
directors, officers, employees, agents, consultants and other representatives
will have no liability in respect any breach by such party hereunder.
Notwithstanding anything to the contrary contained herein, neither the Seller
nor the Purchaser shall be liable to the other for any consequential,
incidental, indirect, punitive or special damages suffered by the other
(including for loss of profits, business or goodwill), regardless of whether
such liability is based on breach of contract, tort, strict liability, breach
of warranties, failure of essential purpose or otherwise, and even if advised
of the likelihood of such damages; provided, however, that the foregoing
limitation shall not affect the calculation of Indemnifiable Losses incurred
by the Seller or the Purchaser in connection with claims made by Persons other
than the Seller or the Purchaser (or their respective Affiliates).
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10.2 Indemnification by the Seller.
(a) Subject to Sections 10.1 and 10.2(b), the Seller hereby
agrees to indemnify the Purchaser against, and agrees to hold it harmless
from, any and all Indemnifiable Losses actually incurred or suffered by the
Purchaser which are the direct result of: (i) any inaccuracy or other breach
of any representation or warranty made by the Seller in this Agreement or any
of the Seller's Related Agreements; (ii) any breach of any covenant or
agreement to be performed by the Seller pursuant to this Agreement or any of
the Seller's Related Agreements; and (iii) the failure of the Seller to comply
with the "bulk sales" laws referred to in Section 11.5.
(b) The Seller shall be required to indemnify the Purchaser
hereunder as to any particular breach by the Seller of its representations,
warranties, covenants and agreements hereunder, only if, and only to the
extent that, the Purchaser's Indemnifiable Losses in respect of all such
breaches, together with Berkeley's Corresponding Indemnifiable Losses in
respect of all such breaches under the Berkeley Asset Purchase Agreement,
exceeds a deductible amount of $931,793, and the Seller's indemnification
obligation will be limited to such excess. Notwithstanding the foregoing, a
breach of the Seller's obligation to pay any adjustment upon the determination
of the Net Credit, a breach of Section 4.12, and the Seller's obligation under
Section 10.2(a)(iii) shall not be subject to the foregoing limitation, and the
amount of the Indemnifiable Losses and Corresponding Indemnifiable Losses in
respect thereof or in respect of the Corresponding Provisions shall not be
counted in determining whether such limitation has been satisfied. The maximum
aggregate amount of liability of the Seller hereunder and under the
Corresponding Provision shall be limited to an amount equal to the sum of the
Purchase Price and the Corresponding Purchase Price.
(c) If the Purchaser shall become aware of any condition which
could give rise to liability of the Seller under this Article X, the Purchaser
shall use its commercially reasonable efforts to minimize the amount of the
damages or losses that may give rise to such liability (and if the Seller has
breached this Agreement, any expenses incurred by the Purchaser to minimize
the amount of such losses or damages will, subject to the limitations in
Section 10.2(b), be reimbursed by the Seller or applied to the deductible
amount contemplated in Section 10.2(b)).
10.3 Indemnification by the Purchaser.
(a) Subject to Sections 10.1 and 10.3(b), the Purchaser hereby
agrees to indemnify the Seller against, and agrees to hold it harmless from,
any and all Indemnifiable Losses actually incurred or suffered by the Seller
which are the direct result of: (i) any inaccuracy or other breach of any
representation or warranty made by the Purchaser in this Agreement or in any
of the Purchaser's Related Agreements; and (ii) any breach of any covenant or
agreement to be performed by the Purchaser pursuant to this Agreement or any
of the Purchaser's Related Agreements (including the Purchaser's covenant to
pay, perform, fulfill and discharge the Assumed Liabilities).
(b) The maximum aggregate amount of liability of the Purchaser
hereunder and of Berkeley under the Corresponding Provision shall be limited
to an amount equal to the sum of the Purchase Price and the Corresponding
Purchase Price.
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10.4 Procedures Governing Indemnification.
(a) Subject to Section 10.4(b), as soon as is reasonably
practicable after becoming aware of a claim for indemnification under this
Article X, the party hereto seeking such indemnification (an "Indemnified
Person") shall promptly give written notice of such claim to the party hereto
against whom such indemnification is sought (the "Indemnifying Person"). Such
notice of a claim for indemnification shall specify the facts alleged to
constitute a breach and the representations, warranties, agreements and
covenants alleged to have been breached, and shall be accompanied by an
estimate of the amount of Indemnifiable Losses due to such breach, together
with such information as may be necessary for the Indemnifying Person to
determine that the limitations contained in Section 10.2(b) or 10.3(b), as
applicable, have been satisfied or do not apply. The failure of the
Indemnified Person to give such notice shall not relieve the Indemnifying
Person of its obligations with respect to such claim for indemnification
except as provided in Section 10.1(a) and except to the extent (if any) that
the Indemnifying Person shall have been prejudiced thereby.
(b) The Indemnified Person shall give notice as promptly as is
reasonably practicable to the Indemnifying Person of the assertion of any
claim, or the commencement of any suit, action or proceeding, by any Person
not a party hereto (and not an Affiliate of the Indemnifying Person) in
respect of which indemnity may be sought under this Article X (together with
such information as may be necessary for the Indemnifying Person to determine
that the limitations contained in Section 10.2(b) or 10.3(b), as applicable,
have been satisfied or do not apply). The failure of the Indemnified Person to
give notice shall not relieve the Indemnifying Person of its obligations under
this Article X except as provided in Section 10.1(a) and except to the extent
(if any) that the Indemnifying Person shall have been prejudiced thereby. The
Indemnifying Person may, at its own expense: (i) participate in the defense of
any such claim, suit, action or proceeding; and (ii) upon notice to the
Indemnified Person, at any time during the course of any such claim, suit,
action or proceeding, assume the defense thereof; provided, however, that (A)
the Indemnifying Person's counsel is reasonably satisfactory to the
Indemnified Person, and (B) the Indemnifying Person shall thereafter consult
with the Indemnified Person upon the Indemnified Person's reasonable request
for such consultation from time to time with respect to such claim, suit,
action or proceeding. If the Indemnifying Person assumes such defense, the
Indemnified Person shall have the right (but not the duty) to participate in
the defense thereof and to employ counsel, at its own expense, separate from
the counsel employed by the Indemnifying Person. Whether or not the
Indemnifying Person chooses to participate in or defend or prosecute any such
claim, suit, action or proceeding, all of the parties hereto shall cooperate
in the defense or prosecution thereof.
(c) No settlement or compromise of any such claim, suit, action
or proceeding of the kind referred to in Section 10.4(b) shall be made or
accepted by the Indemnifying Person or the Indemnified Person without the
consent of the other party (which consent shall not be unreasonably delayed or
withheld) unless the party making or accepting the settlement or compromise:
(i) if the Indemnifying Person, shall agree that the amount thereof
constitutes Indemnifiable Losses for which indemnification under this Article
X is due (or constitutes Indemnifiable Losses to be applied to the deductible
amount contemplated in Section 10.2(b)); or (ii) if the Indemnified Person,
shall agree that the amount thereof are not Indemnifiable Losses, whereupon,
in either of such cases, such compromise and settlement shall be binding upon
the other Person in the same manner as if a final judgment or decree had been
entered by a court of competent jurisdiction in the amount of such settlement
or compromise. Notwithstanding the foregoing, no settlement or compromise
shall be made or accepted by the Indemnifying Person or the Indemnified Person
without the consent of the other party (which consent shall not be
unreasonably delayed or withheld) if such settlement or compromise would
impose any material restrictions on the other party.
- 19 -
<PAGE>
ARTICLE XI
MISCELLANEOUS
11.1 Disclosure Schedule. The Seller may, from time to time prior to
or at the Closing, by notice in accordance with the terms of this Agreement,
supplement or amend any section of the Disclosure Schedule, including one or
more supplements or amendments to correct any matter which might constitute a
breach of any representation, warranty, agreement or covenant contained
herein, and all references to the Disclosure Schedule and any section thereof
which is supplemented or amended as provided in this Section 11.1 shall for
all purposes be deemed to be a reference to such Disclosure Schedule, and any
such section, as so supplemented or amended. In such event, the Purchaser
shall have a right to elect not to consummate the transactions contemplated
hereby if such correction or supplement discloses any matter or matters which,
when taken together with the items included on the Disclosure Schedule as of
the date hereof, would reasonably be expected to have significantly affected
the aggregate purchase price offered by the Purchaser and Berkeley for the
Transferred Assets (assuming that the other terms and conditions of this
Agreement and the Berkeley Asset Purchase Agreement were unchanged). Neither
the Purchaser nor the Seller shall be deemed a Responsible Party if the
Purchaser elects not to consummate the transactions contemplated hereby
pursuant to this Section 11.1. Any information disclosed pursuant to any
section of the Disclosure Schedule shall be deemed to be disclosed to the
Purchaser for all purposes of this Agreement.
11.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given: (i) when delivered, if delivered
personally; (ii) when sent, and receipt is confirmed, if sent by facsimile
transmission; and (iii) five business days after mailing, if mailed by
registered or certified mail, return receipt requested, to the parties at the
following addresses:
(a) If to the Seller, to:
Chrysler First Business Credit Corporation
c/o Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
Attention: Vice President and Controller
Facsimile No.: (810) 799-5244
with a copy to:
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
Attention: General Counsel
Facsimile No.: (810) 948-3138
or to such other Person as the Seller shall designate in
writing.
- 20 -
<PAGE>
(b) If to the Purchaser, to:
BlackRock Capital Finance L.P.
345 Park Avenue
New York, New York 10154
Attention: Randal A. Nardone
Facsimile No.: (212) 407-5678
or to such other Person as the Purchaser shall designate in
writing.
11.3 Books and Records; Additional Deliveries. The Seller agrees that
it will, not later than sixty days after the Closing Date, deliver or cause to
be delivered to the Purchaser originals or copies of all records transferred
pursuant Section 2.1(b) to the extent not then in the possession of the
Purchaser. On or promptly following the Closing Date, the Seller shall deliver
the keys for each REO Asset to the extent available and in the possession of
the Seller or shall provide instructions as to where such keys are located.
11.4 Expenses. All costs incurred in effecting the transfer of the
Designated Transferred Assets and assumption of the Assumed Liabilities,
including the cost of preparing instruments and documents in respect of
Specific Asset Transfers, title insurance, surveys and environmental studies,
sales, stamp, transfer and similar taxes, and recording, filing, transfer and
similar fees, will be paid by the Purchaser. Except as otherwise specifically
provided in this Agreement, all legal and other costs and expenses incurred in
connection with the preparation, execution and delivery of this Agreement and
the Related Agreements and the consummation of the transactions contemplated
hereby or thereby shall be paid by the party that incurred such costs and
expenses.
11.5 Bulk Sales. The Purchaser hereby waives compliance with the
requirements of: (a) all applicable state tax laws that may require
notification of state taxing authorities and related actions in respect of
bulk sales of assets outside of the ordinary course of business; and (b) any
bulk transfer laws (such as Article 6 of the Uniform Commercial Code as
enacted in any state) or similar legislation applicable to the transactions
provided for in this Agreement, and the Seller shall have no liability to the
Purchaser with respect thereto, except as provided in Section 10.2(a)(iii).
11.6 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
assigns, provided, however, that neither this Agreement nor any right or
obligation hereunder may be assigned or delegated by either party without the
consent of the other party hereto, except that the Purchaser may grant a
security interest in the Purchaser's rights under this Agreement arising after
the Closing to any lender that, as of the Closing, has provided, or has
committed to provide, financing to the Purchaser for the transactions
contemplated hereby, provided that: (a) such rights of the Purchaser under
this Agreement shall be collateral solely in respect of the financing provided
to the Purchaser for the consummation of the transactions contemplated hereby;
(b) the foregoing is not, and shall not be construed as, a waiver or other
limitation of any of the Seller's rights to assert any defenses and claims
against the Purchaser and such lender; (c) the rights of such lender shall be
subject to (i) the terms of this Agreement and any defense or claim of the
Seller arising therefrom, and (ii) any other defense or claim of the Seller
against the Purchaser which accrues before the Seller receives notification of
the grant of a security interest in the Purchaser's rights hereunder to such
lender; and (d) in no event shall the lender be entitled to any remedy in
respect of any claim made against the Seller if such claim is made at a time
after which the Purchaser would not be entitled to any remedy pursuant to the
terms of this Agreement. In addition, the Seller shall, at the election of the
Purchaser, transfer such Designated Transferred Assets as may
- 21 -
<PAGE>
be selected by the Purchaser to one or more Affiliates of the Purchaser,
provided that the Purchaser shall remain fully liable to the Seller under this
Agreement, and all of the obligations of the Seller under this Agreement shall
inure solely to the Purchaser (and not to any such Affiliate). Any Transfer
Instrument from the Seller to such Affiliate shall be absolutely without
recourse, warranty or representation.
11.7 No Third Party Beneficiaries. Except for the Persons referred to,
and as provided, in Section 7.3, 9.2, 10.1(b) and 11.9, this Agreement is
solely for the benefit of the parties hereto and no provision of this
Agreement shall be deemed to confer upon any third Person any remedy, claim,
liability, reimbursement, cause of action or other right.
11.8 Entire Agreement; Amendment. This Agreement, together with the
Confidentiality Agreement, embodies the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
with respect thereto. Except as provided in Section 11.1, this Agreement may
be amended, and any provision hereof waived, but only in writing signed by the
party against whom such amendment or waiver is sought to be enforced.
11.9 Limitation on Warranties. The Seller makes no representations or
warranties with respect to any projections, forecasts or forward-looking
information provided to the Purchaser. There is no assurance that any
projected or forecasted results will be achieved. If any modification of the
terms of any promissory note, mortgage or other Contract comprising any Loan
Asset is made or permitted by the Purchaser, then the Seller's liability for a
breach of any of its representations and warranties set forth in Article IV
shall be limited to the amount, if any, that the Seller would have been liable
if such modification had not been made. EXCEPT AS TO THOSE MATTERS EXPRESSLY
COVERED BY THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, (i) THE SELLER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE, AND (ii) THE PURCHASER ACKNOWLEDGES THAT THE PURCHASER
WILL BE ACQUIRING THE DESIGNATED TRANSFERRED ASSETS ON AN "AS IS", "WHERE IS"
BASIS. The Purchaser acknowledges that it is not relying on the accuracy or
completeness of any information which is not included in this Agreement or the
Schedules hereto, and neither the Seller nor any other Person will have or be
subject to any liability to the Purchaser, any Affiliate thereof or any other
Person, resulting from the distribution of any information to, or use of any
such information by, the Purchaser, any Affiliate thereof or any of their
agents, consultants, accountants, counsel or other representatives. Except to
the extent set forth in the representations and warranties of the Seller in
Article IV, nothing herein shall be construed as a guaranty or similar
assurance as to the value or collectability of any Transferred Asset.
11.10 Public Statements. Prior to the Closing Date, except as required
by law or the rules of any stock exchange, no public announcement or other
publicity regarding the transactions referred to herein shall be made by the
Purchaser or the Seller (or their respective Affiliates) without the prior
approval of the other party (which approval shall not be unreasonably delayed
or withheld); and provided, further, that nothing in this Section 11.10 shall
prevent the Purchaser or the Seller from discussing such transactions with, or
making such announcements to, its professional advisors or to those Persons
the notification of whom or whose approval, agreement or opinion, as the case
may be, is required for consummation of any particular transaction or
transactions contemplated hereby. Such party shall exercise all reasonable
efforts to assure that such Persons will agree to keep confidential any
information relating to this Agreement.
11.11 Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability
of the other provisions hereof shall not be
- 22 -
<PAGE>
affected thereby, and there shall be deemed substituted for the provision at
issue a valid and enforceable provision as similar as possible to the
provision at issue.
11.12 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument, and shall become effective when one or more counterparts hereof
have been signed by the Purchaser and delivered to the Seller and one or more
counterparts hereof have been signed by the Seller and delivered to the
Purchaser.
11.13 Necessary and Desirable Actions. Each of the Seller and the
Purchaser agrees to cooperate fully with the other in connection with
obtaining the satisfaction of the conditions set forth in Article VIII. The
Seller and the Purchaser each agree to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be reasonable, and necessary or desirable, in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement.
11.14 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to
principles of conflicts of laws.
11.15 Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT
OR ANY RELATED AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO IN
CONNECTION HEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT ANY PARTY HERETO 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 OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY.
11.16 Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY RELATED AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY HERETO IN CONNECTION HEREWITH. EACH PARTY HERETO ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER
PARTY'S ENTERING INTO THIS AGREEMENT AND EACH RELATED AGREEMENT TO WHICH SUCH
OTHER PARTY IS A PARTY.
- 23 -
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
CHRYSLER FIRST BUSINESS CREDIT
CORPORATION
ATTEST:
By:/s/ Piero DiMambro
---------------------
Name: Piero DiMambro
/s/ John W. James Title: President
- -----------------
Name: John W. James
Title: Assistant Secretary
BLACKROCK CAPITAL FINANCE L.P.
By: BlackRock Asset Investors, General Partner
ATTEST:
By:/s/ Randal A. Nardone
------------------------
Name: Randal A. Nardone
/s/ Robert I. Kauffman Title: Managing Director
- ----------------------
Name: Robert I. Kauffman
Title: Managing Director
- 24 -
Exhibit 12-A
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
(Unaudited)
-------------------
1996 1995
---- ----
(dollars in millions)
<S> <C> <C>
Net Earnings before cumulative effect
of changes in accounting principles $ 293 $ 242
Add back:
Taxes on income 160 132
Fixed charges 616 693
-------- --------
Earnings available for fixed charges $ 1,069 $ 1,067
======== ========
Fixed charges:
Interest expense $ 605 $ 681
Rent 11 12
-------- --------
Total fixed charges $ 616 $ 693
======== ========
Ratio of earnings to fixed charges 1.74 1.54
======== ========
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing
earnings before income taxes and fixed charges by fixed charges. Fixed charges
consist of interest, amortization of debt discount and expense, and rentals.
Rentals included in fixed charges are the portion of total rent expense
representative of the interest factor (deemed to be one-third).
Exhibit 12-B
CHRYSLER CORPORATION ENTERPRISE AS A WHOLE
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
(Unaudited)
------------------------
1996 1995
---- ----
(dollars in millions)
<S> <C> <C>
Net earnings from continuing operations before
cumulative effect of a change in accounting
principle $ 2,722 $ 1,081
Add back:
Taxes on income 1,779 709
Fixed charges 1,014 1,002
Amortization of previously capitalized interest 83 74
Deduct:
Capitalized interest 110 154
Undistributed earnings from less
than fifty-percent owned affiliates 12 13
-------- --------
Earnings available for fixed charges $ 5,476 $ 2,699
======== ========
Fixed charges:
Interest expense $ 778 $ 733
Interest expense of unconsolidated subsidiaries -- --
Capitalized interest 110 154
Credit line commitment fees 11 7
Interest portion of rent expense 115 108
Gross up of preferred stock dividends of majority-
owned subsidiaries (CFC) to a pretax basis -- --
-------- --------
Total fixed charges $ 1,014 $ 1,002
======== ========
Ratio of earnings to fixed charges 5.40 2.69
======== ========
Preferred stock dividend requirements $ 4 $ 31
======== ========
Ratio of earnings to fixed charges and
preferred stock dividend requirements 5.38 2.61
======== ========
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 12 $ 13
Deduct: Dividends paid by affiliates -- --
-------- --------
Undistributed earnings from
less than fifty-percent owned affiliates $ 12 $ 13
======== ========
</TABLE>
The ratio of earnings to fixed charges is computed by dividing earnings
available for fixed charges by total fixed charges. The ratio of earnings to
fixed charges and preferred stock dividend requirements is computed by
dividing earnings available for fixed charges by the sum of total fixed
charges and preferred stock dividend requirements.
Exhibit 15-A
INDEPENDENT ACCOUNTANTS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have reviewed the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of September 30, 1996 and 1995, and the related consolidated
statements of net earnings and cash flows for the three-months and nine-months
ended September 30, 1996 and 1995. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chrysler Financial Corporation
and consolidated subsidiaries as of December 31, 1995, and the related
consolidated statements of net earnings and cash flows for the year then ended
(not presented herein); and in our report dated January 18, 1996, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1995 is fairly presented, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.
/s/ Deloitte & Touche
October 9, 1996
Exhibit 15-B
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Chrysler Financial Corporation (a subsidiary of
Chrysler Corporation) and consolidated subsidiaries for the periods ended
September 30, 1996 and 1995, as indicated in our report dated October 9, 1996;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the nine months ended September 30,
1996, is incorporated by reference in Registration Statement Nos. 33-55787,
33-55789, and 33-64179 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
/s/ Deloitte & Touche
October 15, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM CHRYSLER FINANCIAL CORPORATION AND
SUBSIDIARIES FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> $ 420
<SECURITIES> 723
<RECEIVABLES> 13,440
<ALLOWANCES> 179
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,317
<DEPRECIATION> 296
<TOTAL-ASSETS> 16,712
<CURRENT-LIABILITIES> 1,287
<BONDS> 10,520
0
0
<COMMON> 25
<OTHER-SE> 3,259
<TOTAL-LIABILITY-AND-EQUITY> 16,712
<SALES> 0
<TOTAL-REVENUES> 1,834
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 529
<LOSS-PROVISION> 247
<INTEREST-EXPENSE> 605
<INCOME-PRETAX> 453
<INCOME-TAX> 160
<INCOME-CONTINUING> 293
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 293
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
