FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1995
-----------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________ to ___________
Commission file number 1-5966
------
Chrysler Financial Corporation
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3058
---------------------------
Securities registered pursuant to Section 12(b) of the Act: (See next page)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __x__ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
All of the shares of the outstanding stock of the registrant are owned by
Chrysler Corporation.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1995, there were 250,000 shares of the registrant's common
stock outstanding.
The registrant meets the conditions set forth in General Instructions J(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Documents incorporated by reference are none.
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
2
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
13 1/4% Notes due October 15, 1999 New York Stock Exchange
12 3/4% Notes due November 1, 1999 New York Stock Exchange
9 1/2% Notes due 1999 New York Stock Exchange
8 1/2% Putable-Extendible Notes due February 1, 2018 New York Stock Exchange
6 % Notes due 1996 New York Stock Exchange
6 1/2% Notes due 1998 New York Stock Exchange
6 5/8% Notes due 2000 New York Stock Exchange
3
<PAGE>
PART I
ITEM 1. BUSINESS
Chrysler Financial Corporation, the registrant, and its consolidated
subsidiaries (the "Company"), is a financial services organization that
principally provides consumer and dealer automotive financing. The Company
provides retail and lease financing for vehicles, dealer inventory and other
financing needs, dealer property and casualty insurance, and dealership
facility development and management, primarily for Chrysler dealers and their
customers. The Company is a wholly owned subsidiary of Chrysler Corporation (a
Delaware corporation together with its subsidiaries, "Chrysler"). The
registrant, a Michigan corporation, is the continuing corporation resulting
from a merger on June 1, 1967 of a financial services subsidiary of Chrysler
into a newly acquired, previously unaffiliated finance company incorporated in
1926. At December 31, 1995, the Company had nearly 3,300 employees.
The Company's portfolio of finance receivables managed include receivables
owned and receivables serviced for others. Receivables serviced for others
includes securitized automotive receivables and retail leases. At December 31,
1995, receivables serviced for others accounted for 66% of the Company's
portfolio of receivables managed. Total finance receivables managed at the end
of each of the five most recent years were as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Automotive financing $35,696 $29,962 $25,011 $22,481 $24,220
Nonautomotive financing 2,391 2,775 3,251 7,657 9,486
------- ------- ------- ------- -------
Total $38,087 $32,737 $28,262 $30,138 $33,706
======= ======= ======= ======= =======
</TABLE>
Automotive Financing. The Company conducts its automotive financing business
through Chrysler Financial Corporation in the United States, Chrysler Credit
Canada Ltd. in Canada, and Chrysler Comercial S.A. de C.V. in Mexico,
(together "Chrysler Financial"). Chrysler Financial is the major source of car
and truck wholesale financing and retail financing for Chrysler vehicles
throughout North America. Chrysler Financial also offers dealers working
capital loans, real estate and equipment financing and financing plans for
fleet buyers, including daily rental car companies independent of, and
affiliated with, Chrysler. The automotive financing operations of Chrysler
Financial are conducted through 95 branches in the United States, Canada and
Mexico.
During 1995, the Company financed or leased approximately 1,031,000 new and
used vehicles at retail in the United States, including approximately 594,000
new Chrysler cars and trucks representing 27 percent of Chrysler's retail and
fleet deliveries. In 1995, the average monthly payment for new vehicle retail
installment sale contracts acquired in the United States was $364. The average
new contract balance was $18,934 and the average original term was 52 months.
During 1995, the Company financed approximately 2,536,000 new and used
vehicles at wholesale in the United States, including approximately 1,632,000
new Chrysler cars and trucks representing 74 percent of Chrysler's factory
shipments.
4
<PAGE>
ITEM 1. BUSINESS - continued
Automotive Insurance. Chrysler Insurance Company and its subsidiaries
("Chrysler Insurance"), a wholly owned subsidiary, provide specialized
insurance coverages for automotive dealers and their customers in the United
States and Canada. Chrysler Insurance's property and casualty business
includes physical damage, garage liability, workers' compensation and property
and contents coverage provided directly to automotive dealers. Chrysler
Insurance also provides vehicle collateral protection and single interest
insurance to retail customers and their financing sources.
Automotive Dealership Management. Chrysler Realty Corporation ("Chrysler
Realty"), a wholly owned subsidiary, is engaged in the ownership, development
and management of Chrysler automotive dealership properties in the United
States, Chrysler Realty typically purchases, leases or options dealership
facilities and then leases or subleases these facilities to Chrysler dealers.
At December 31, 1995, Chrysler Realty controlled 840 sites (of which 271 were
owned by Chrysler Realty).
Nonautomotive Financing. The Company conducts its nonautomotive finance
business through its subsidiaries, Chrysler Capital Corporation and Chrysler
First Inc. At December 31, 1995, the nonautomotive receivables managed
throughout the United States consisted of $0.7 billion of commercial loans and
leases and $1.7 billion of leveraged leases.
Funding. Receivable sales are a significant source of funding. Net proceeds
from the sales of automotive retail receivables were $6.5 billion during 1995
compared to $6.4 billion in 1994. Securitization of revolving wholesale
account balances provided funding which aggregated $6.7 billion and $3.8
billion at December 31, 1995 and 1994, respectively. During 1995, the Company
issued $4.3 billion of term debt (primarily medium term notes), repaid term
debt of $1.1 billion and reduced the level of commercial paper by $1.9
billion.
During the second quarter of 1995, the Company entered into new revolving
credit facilities which replaced its existing U.S. and Canadian revolving
credit and receivable sale facilities. The new facilities which total $8.0
billion consist of a $2.4 billion facility expiring in May, 1996 and a $5.6
billion facility expiring in May, 2000. These facilities include $0.8 billion
allocated to Chrysler Credit Canada Ltd.
The Company uses derivative financial instruments to manage funding costs and
exposure arising from changes in interest rates and currency exchange rates.
These derivative financial instruments include interest rate swaps, interest
rate caps, forward interest rate contracts, and currency exchange agreements.
The Company does not use derivative financial instruments for trading
purposes.
5
<PAGE>
ITEM 1. BUSINESS - continued
The Company's outstanding debt at December 31, in each of the five most recent
years was as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------- ------- ------ ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Short-term notes
(primarily commercial paper) $ 2,435 $ 4,315 $2,772 $ 352 $ 339
Senior term debt 9,234 6,069 5,139 4,436 6,742
Subordinated term debt -- 27 77 585 949
Mexico borrowings and other 100 260 447 455 518
Bank borrowings under
revolving credit facilities -- -- -- 5,924 6,633
------- ------- ------ ------- -------
Total $11,769 $10,671 $8,435 $11,752 $15,181
======= ======= ====== ======= =======
</TABLE>
ITEM 2. PROPERTIES
At December 31, 1995, the following facilities were used by the registrant and
its subsidiaries in conducting their businesses:
(a) executive offices of the registrant, Chrysler Insurance and certain
other domestic subsidiaries in Southfield, Michigan;
(b) a total of 83 branches and 3 customer service centers of Chrysler
Financial located throughout the United States;
(c) headquarters of Chrysler First Inc. in Allentown, Pennsylvania, and a
total of 3 offices in the United States;
(d) headquarters of Chrysler Capital in Stamford, Connecticut;
(e) headquarters of Chrysler Realty in Auburn Hills, Michigan; and
(f) a total of 12 offices used as headquarters and branch offices in
Canada and Mexico.
All of the facilities described above were leased by the registrant.
At December 31, 1995, a total of 271 automobile dealership properties,
generally consisting of land and improvements, were owned by Chrysler Realty
and leased primarily to dealers franchised by Chrysler.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the registrant and its subsidiaries are
parties, either as plaintiff or defendant, in various legal proceedings which
are incidental to the business of such companies. The pending proceedings are
not other than ordinary routine litigation and are not deemed by the
registrant to be material with respect to the business of the registrant and
its subsidiaries taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with General Instruction J.)
6
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
All of the outstanding common stock of the registrant, consisting of one class
of common stock, is owned by Chrysler.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------- ------- -------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C> <C>
Finance revenue
and other revenues $ 2,439 $ 1,995 $ 2,039 $ 2,575 $ 3,221
Earnings before cumulative
effect of changes in
accounting principles $ 339 $ 195 $ 159 $ 180 $ 276
Cumulative effect of changes
in accounting principles $ -- $ -- $ (30) $ 51 $ --
Net earnings $ 339 $ 195 $ 129 $ 231 $ 276
Total assets $17,835 $16,648 $ 14,251 $17,585 $21,280
Total debt $11,769 $10,671 $ 8,435 $11,752 $15,181
Cash dividends:
Preferred stock $ -- $ -- $ -- $ 1 $ 14
Common stock $ 335 $ 40 $ -- $ -- $ --
</TABLE>
7
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Review
The Company achieved record net earnings of $339 million in 1995 compared to
$195 million and $129 million in 1994 and 1993, respectively. The increase in
net earnings for the year ended December 31, 1995 reflects higher levels of
automotive financing, lower operating expenses and lower costs of bank
facilities. Net earnings for 1993 included charges totaling $30 million from
the adoption of Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," and
SFAS No. 112, "Employers' Accounting for Post Employment Benefits."
Automotive financing volume totaled $81.9 billion in 1995, compared to $70.4
billion and $59.8 billion in 1994 and 1993, respectively. The increase in
automotive financing volume over the last two years reflects higher retail
lease penetration and higher levels of dealer financing.
Financing support provided in the United States for new Chrysler vehicle
retail deliveries (including fleet), and wholesale vehicle sales to dealers
and the number of vehicles financed over the last three years were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
United States Penetration:
Retail 27% 24% 25%
Wholesale 74% 73% 75%
Number of New Chrysler Vehicles Financed
in the United States (in thousands):
Retail 594 525 516
Wholesale 1,632 1,647 1,510
</TABLE>
Net margin totaled $721 million in 1995 compared to $614 million in 1994 and
$627 million in 1993. The increase in net margin in 1995 reflects higher
levels of automotive receivables and vehicles leased. Automotive financing
revenue totaled $1,475 million in 1995, compared with $1,089 million in 1994
and $989 million in 1993.
During 1995, the Company reduced its nonautomotive commercial loans and leases
by 25 percent to $0.7 billion. This decline reflects the first quarter sale of
nonautomotive assets and the continued liquidation of the remaining
nonautomotive commercial loans and leases. Finance revenue from the Company's
nonautomotive operations totaled $156 million in 1995, compared with $279
million in 1994 and $429 million in 1993.
Service fee income was $271 million for the year ended December 31, 1995,
compared to $247 million and $214 million for the years ended December 31,
1994 and 1993, respectively. The increases in service fee income over the last
two years is due to higher levels of sold receivables which the Company
continues to service.
Investment and other income totaled $397 million in 1995, compared to $243
million in 1994 and $279 million in 1993. The increase in investment and other
income in 1995 was primarily due to an increase in gains on sales of
receivables and higher average outstandings of cash equivalents and marketable
securities. The decrease in 1994 compared to 1993 was primarily due to lower
gains on retail receivable sales.
8
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
A comparison of borrowing costs is shown in the following table:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1995 1994 1993
------- ------ ------
(in millions of dollars)
<S> <C> <C> <C>
Interest expense $ 910 $ 754 $ 791
Average borrowings $11,463 $9,407 $9,171
Average effective borrowing costs 7.9% 8.0% 8.6%
</TABLE>
The improvement in average effective borrowing cost from 1993 to 1994 reflects
lower bank facility costs and higher levels of commercial paper.
Operating expenses for 1995 totaled $424 million, compared to $497 million and
$463 million in 1994 and 1993, respectively. The decline in operating expenses
during 1995 reflects the downsizing and sale of nonautomotive operations.
Depreciation and other expenses totaled $130 million for 1995, compared with
$117 million in 1994 and $194 million in 1993. The increase in 1995 is due to
an increase in depreciation on vehicle operating leases. The decrease in 1994
from 1993 was a result of nonautomotive asset sales and the continued
liquidation of nonautomotive operations.
Total assets at December 31, 1995 increased to $17.8 billion from $16.6
billion at December 31, 1994. Total debt outstanding at December 31, 1995 was
$11.8 billion compared to $10.7 billion at December 31, 1994. During 1995, the
Company issued $4.3 billion of term debt compared to $1.8 billion during 1994.
The Company's debt-to-equity ratio was 3.6 to 1 at December 31, 1995 compared
to 3.3 to 1 at December 31, 1994.
The Company's portfolio of receivables managed, which includes receivables
owned and receivables serviced for others, totaled $38.1 billion at December
31, 1995, up from $32.7 billion at December 31, 1994. The increase in
receivables managed reflects higher volumes of automotive receivables
acquired. Receivables serviced for others totaled $25.2 billion at December
31, 1995, compared to $20.1 billion at December 31, 1994.
The Company's total allowance for credit losses, including receivables sold
subject to limited recourse provisions and operating leases, totaled $578
million and $512 million at December 31, 1995 and 1994, respectively. The
increase in total allowance for credit losses reflects higher levels of
automotive retail receivables and higher automotive retail credit loss
experience. The total allowance for credit losses as a percentage of related
finance receivables managed was 1.69 percent and 1.66 percent at December 31,
1995 and 1994, respectively. Nonearning finance receivables, including
receivables sold subject to limited recourse provisions, increased to $333
million at year-end 1995 from $282 million at year-end 1994.
9
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
The increase in net credit losses during 1995 to average gross receivables
outstanding is primarily related to retail automotive financing. Net credit
loss experience, including net losses on receivables sold subject to limited
recourse provisions, for the years ended December 31, 1995, 1994 and 1993 was
as follows:
<TABLE>
<CAPTION>
Net Credit Losses
------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Automotive financing $229 $117 $109
Nonautomotive financing 23 41 88
---- ---- ----
Total $252 $158 $197
==== ==== ====
<CAPTION>
Net Credit Losses to Average
Gross Receivables Outstanding
-----------------------------
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Automotive financing 0.70% 0.42% 0.44%
Nonautomotive financing 0.69% 1.05% 1.73%
Total 0.70% 0.50% 0.66%
</TABLE>
The Company's Mexican subsidiary, Chrysler Comercial S.A. de C.V. ("Chrysler
Comercial") had total assets of $245 million and $433 million at December 31,
1995 and 1994, respectively. The decline in Chrysler Comercial's assets
reflects the devaluation of the peso in 1994 and its negative impact on
Chrysler Comercial's retail and wholesale lending activities. The Company
believes its reserves for Mexican credit losses and a Chrysler support
agreement entered into during September 1995, are adequate to cover expected
losses.
Liquidity and Capital Resources
Term debt, commercial paper and receivable sales represent the Company's
primary funding sources. The Company issued $4.3 billion of term debt
(primarily medium term notes), repaid term debt of $1.1 billion and reduced
its commercial paper by $1.9 billion during 1995.
Receivable sales continued to be a significant source of funding. Net proceeds
from the sales of automotive retail receivables were $6.5 billion during 1995,
as compared to $6.4 billion for 1994. Securitization of revolving wholesale
account balances provided funding which aggregated $6.7 billion and $3.8
billion at December 31, 1995 and 1994, respectively.
As of December 31, 1995, the Company had contractual debt maturities of $4.1
billion in 1996 (including $2.4 billion of short-term notes with an average
remaining term of 45 days), $3.0 billion in 1997, $2.1 billion in 1998, $1.4
billion in 1999, $0.8 billion in 2000, and $0.4 billion in years thereafter.
During the second quarter of 1995, the Company entered into new revolving
credit facilities which replaced its existing United States and Canadian
revolving credit and receivable sale facilities. The new facilities which
total $8.0 billion consist of a $2.4 billion facility expiring in May 1996 and
a $5.6 billion facility expiring in May 2000. These facilities include $0.8
billion allocated to Chrysler Credit Canada Ltd. As of December 31, 1995, no
amounts were outstanding under these facilities.
10
<PAGE>
ITEM 7. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - continued
The Company paid $335 million and $40 million in dividends to Chrysler during
1995 and 1994, respectively.
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.
New Accounting Standards
In March 1995, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," effective for fiscal years beginning
after December 15, 1995. This statement establishes accounting standards for
the impairment of long-lived assets, certain identifiable intangibles, and
goodwill related to those assets to be held and used and long-lived assets and
certain identifiable intangibles to be disposed. The statement requires that
long-lived assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In addition, the statement requires that certain long-lived
assets and intangibles to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell. The Company does not expect the
adoption of this accounting standard to materially impact its results of
operations or financial position. The Company will adopt this accounting
standard effective January 1, 1996, as required.
11
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Net Earnings
Year Ended December 31,
-------------------------
1995 1994 1993
------ ------ -------
(in millions of dollars)
<S> <C> <C> <C>
Finance Revenue (Notes 1, 2 and 11):
Automotive financing:
Retail $ 750 $ 555 $ 526
Wholesale and other 653 523 463
Rent income - leased vehicles (Note 5) 72 11 --
Nonautomotive financing 156 279 429
------ ------ -------
Total finance revenue 1,631 1,368 1,418
Interest expense (Note 6) 910 754 791
------ ------ -------
Net margin 721 614 627
Other revenues:
Servicing fee income (Note 1) 271 247 214
Insurance premiums earned (Note 7) 140 137 128
Investment and other income (Note 3) 397 243 279
------ ------ -------
Net margin and other revenues 1,529 1,241 1,248
------ ------ -------
Costs and expenses:
Operating expenses 424 497 463
Provision for credit losses (Notes 1 and 2) 342 203 216
Insurance losses and loss adjustment expenses
(Note 7) 111 109 108
Depreciation and other expenses 130 117 194
------ ------ -------
Total costs and expenses 1,007 926 981
------ ------ -------
Earnings before income taxes and cumulative
effect of changes in accounting principles 522 315 267
Provision for income taxes (Note 8) 183 120 108
------ ------ -------
Earnings before cumulative effect of changes
in accounting principles 339 195 159
Cumulative effect of changes in accounting
principles (Note 12) -- -- (30)
------ ------ -------
Net Earnings $ 339 $ 195 $ 129
====== ====== =======
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
12
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
December 31,
---------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Assets (Note 1):
Finance receivables - net (Note 2) $12,644 $12,423
Retained interests in sold receivables -
net (Notes 2 and 3) 2,733 2,251
------- -------
Total finance receivables and retained interests - net 15,377 14,674
Cash and cash equivalents (Note 4) 476 174
Marketable securities (Note 4) 674 583
Vehicles leased - net (Notes 2 and 5) 397 130
Dealership properties leased - net (Note 5) 363 407
Repossessed collateral 194 162
Amounts due from affiliated companies (Note 11) -- 66
Other assets 354 452
------- -------
Total Assets $17,835 $16,648
======= =======
Liabilities (Note 1):
Debt (Note 6) $11,769 $10,671
Accounts payable, accrued expenses and other (Note 7) 1,236 1,155
Amounts due to affiliated companies (Note 11) 29 --
Deferred income taxes (Note 8) 1,499 1,549
------- -------
Total Liabilities 14,533 13,375
------- -------
Commitments and contingent liabilities (Notes 3, 7 and 9)
Shareholder's Investment (Note 10):
Common stock - par value $100 per share:
Authorized, issued and outstanding 250,000 shares 25 25
Additional paid-in capital 1,168 1,168
Retained earnings 2,109 2,080
------- -------
Total Shareholder's Investment 3,302 3,273
------- -------
Total Liabilities and Shareholder's Investment $17,835 $16,648
======= =======
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Cash Flows
Year Ended December 31,
------------------------------
1995 1994 1993
------- ------ -----
(in millions of dollars)
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 339 $ 195 $ 129
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting principles -- -- 30
Net gains from receivable sales (122) (59) (127)
Provision for credit losses 342 203 216
Depreciation, amortization and
write-off of intangible assets 88 83 118
Change in deferred income taxes and income
taxes payable (64) 42 35
Change in amounts due affiliates 95 (82) (19)
Change in accounts payable, accrued
expenses and other assets 78 150 (143)
-------- -------- --------
Net cash provided by operating activities 756 532 239
-------- -------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables (74,770) (66,334) (58,034)
Collections of finance receivables 28,409 27,715 22,225
Proceeds from sales of finance receivables 44,970 35,887 36,049
Purchases of marketable securities (Note 4) (2,439) (2,013) (1,551)
Sales and maturities of marketable securities 2,386 2,056 1,536
Proceeds from sales of equipment and vehicles leased 59 50 --
Purchase of equipment and vehicles leased (324) (181) --
Proceeds from sales of nonautomotive assets -- -- 2,375
Other 492 9 300
-------- -------- --------
Net cash (used in) provided by investing activities (1,217) (2,811) 2,900
-------- -------- --------
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings (1,880) 1,535 2,428
Proceeds from issuance of term debt 4,281 1,762 2,305
Repayment of term debt (1,143) (882) (2,108)
Payment of dividends (335) (40) --
Borrowings under revolving credit facilities:
Proceeds -- -- 4,792
Payments -- -- (10,716)
Other (160) (187) (8)
-------- -------- --------
Net cash provided by (used in) financing activities 763 2,188 (3,307)
-------- -------- --------
Change in cash and cash equivalents 302 (91) (168)
Cash and cash equivalents at beginning of year 174 265 433
-------- -------- --------
Cash and Cash Equivalents at End of Year $ 476 $ 174 $ 265
======== ======== ========
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Chrysler
Financial Corporation and its subsidiaries (the "Company"). Intercompany
accounts and transactions have been eliminated. Chrysler Financial
Corporation's common shares are owned by Chrysler Corporation (together with
its subsidiaries, "Chrysler"). Amounts for prior years have been reclassified
to conform with the current year's classifications.
Nature of Operations
The Company is a financial services organization that principally provides
consumer and dealer automotive financing. The Company provides retail and
lease financing for vehicles, dealer inventory and other financing needs,
dealer property and casualty insurance, and dealership facility development
and management, primarily for Chrysler dealers and their customers. The
principal markets for the Company's automotive financial products and services
are the United States, Canada, and Mexico.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Receivable Sales
The Company sells significant amounts of automotive retail and wholesale
receivables in transactions subject to limited recourse provisions. The
Company generally sells its receivables to a trust and remains as servicer for
which it is paid a servicing fee. Normal servicing fees are earned on a level
yield basis over the remaining terms of the related sold receivables. In a
subordinated capacity, the Company retains excess servicing cash flows, a
limited interest in the principal balances of the sold receivables and certain
cash deposits provided as credit enhancements for investors.
Gains or losses from the sales of retail receivables are recognized in the
period in which such sales occur. In determining the gain or loss for each
qualifying sale of retail receivables, the investment in the sold receivable
pool is allocated between the portion sold and the portion retained, based on
their relative fair values. Since the allowance for credit losses is
separately provided prior to receivable sales, gains from receivable sales are
not reduced for expected credit losses. Gains or losses are reflected in the
Consolidated Statement of Net Earnings under the caption, "Investment and
other income." Gains on sales of wholesale receivables are not material.
Revenue Recognition
Finance revenue from finance receivables is recognized using the interest
method. Certain loan and lease origination costs are deferred and amortized to
finance revenue over the contractual terms.
15
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
Recognition of finance revenue is generally suspended when a loan or lease
becomes contractually delinquent for periods ranging from 60 to 90 days.
Finance revenue recognition is resumed when the loan or lease becomes
contractually current, at which time all past due finance revenue is
recognized.
Property and casualty premiums are earned on a straight-line basis over the
term of their respective policies.
Lease Transactions
Leasing operations consist of direct finance and operating leases of vehicles,
and leveraged leases of major equipment and real estate, all of which are
accounted for in accordance with the classification of the leases.
The related revenue is recorded as finance revenue.
The Company has significant investments in residual value in its leasing
portfolios. These residual values represent estimates of the value of the
leased assets at the end of the contract terms and are initially recorded
based upon appraisals and estimates. Residual values are continually reviewed
to determine that recorded amounts are appropriate.
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," effective for fiscal years beginning after December 15, 1995. This
statement establishes accounting standards for the impairment of long-lived
assets to be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In addition, the statement requires that certain long-lived
assets be reported at the lower of carrying amount or fair value less cost to
sell. The Company does not expect the adoption of this accounting standard to
materially impact its results of operations or financial position. The Company
will adopt this accounting standard effective January 1, 1996, as required.
Allowance for Credit Losses
An allowance for credit losses is generally established during the period in
which receivables or vehicles leased are acquired. The allowance for credit
losses is maintained at a level deemed appropriate, based primarily on loss
experience. Other factors affecting collectibility are also evaluated, and
appropriate adjustments are recorded. Retail automotive receivables and
vehicles leased not supported by a dealer guaranty are charged to the
allowance for credit losses net of the estimated value of repossessed
collateral at the time of repossession. Nonautomotive finance receivables are
reduced to the estimated fair value of the collateral when loans are deemed to
be impaired.
Reserve for Insurance Losses and Loss Adjustment Expenses
The reserve for insurance losses and loss adjustment expenses represents the
estimated net liability for incurred losses based upon prior years' experience
adjusted for current trends. The methods for making such estimates and for
establishing the resulting liability are continually reviewed, and any
adjustments are reflected in earnings.
Cash Equivalents
Temporary investments of excess borrowed funds with a maturity of less than
three months when purchased are considered to be cash equivalents.
16
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
Marketable Securities
Effective January 1, 1994, the Company adopted SFAS No. 115 "Investment in
Debt and Equity Securities." Under SFAS No. 115, the Company's debt and equity
securities were classified as either available-for-sale or held-to-maturity.
The Company does not hold debt or equity securities for trading purposes.
Available-for-sale securities are reported at fair value. Changes in the fair
value of available-for-sale securities are recorded as adjustments to retained
earnings, net of applicable deferred taxes. Held-to-maturity securities are
carried at cost adjusted for amortized premium or discount. The Company
determines gains and losses on securities using the specific identification
method.
Repossessed Collateral
Repossessed collateral is carried at the lower of fair value less estimated
selling expenses or cost. Repossessed collateral carrying costs and gains or
losses from disposition of such assets are recognized in the period incurred.
Real estate owned is carried at the lower of fair value less estimated selling
expenses or cost. Fair value for real estate owned is determined by appraisal.
Other factors affecting collectibility are also evaluated and adjustments are
recorded, if necessary.
Term Debt and Revolving Credit Fees and Costs
Term debt commissions and expenses are amortized over the life of the related
debt issue in relation to the outstanding principal balances. Up-front fees
and costs incurred in connection with revolving credit facilities are deferred
and amortized over the expected term of the facilities.
Derivative Financial Instruments
The Company uses derivative financial instruments to manage funding costs and
exposures arising from changes in interest rates and currency exchange rates.
These derivative financial instruments include interest rate swaps, interest
rate caps, forward interest rate contracts and currency exchange agreements.
The Company does not use derivative financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements used to
change the interest rate characteristics of the Company's debt are recorded on
an accrual basis as an adjustment to interest expense. Interest rate swaps
related to term debt are matched with specific obligations. Interest rate
swaps are matched with groups of commercial paper obligations on a layered
basis.
Forward interest rate contracts are used to manage exposure to fluctuations in
funding costs for anticipated securitizations of retail receivables.
Unrealized gains or losses on forward interest rate contracts that qualify for
hedge accounting treatment are deferred. Unrealized gains or losses on forward
interest rate contracts that do not qualify for hedge accounting treatment are
included in other income. Realized gains or losses are included in the
determination of the gain or loss from the related sales of retail
receivables.
Gains or losses on early terminations of derivative financial instruments that
modify the interest rate characteristics of debt are deferred and amortized as
adjustments to interest expense over the remaining term of the related
borrowing.
17
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 1 - Summary of Significant Accounting Policies - continued
The Company hedges against borrowings denominated in currencies other than the
borrowers' local currency. Such borrowings are translated in the financial
statements at the rates of exchange established under the related currency
exchange agreements.
Income Taxes
Chrysler Financial Corporation and its U.S. subsidiaries are included in
Chrysler's consolidated U.S. income tax return. The Company's provision for
income taxes is determined on a separate return basis. Under the Tax Sharing
Agreement between the Company and Chrysler, U.S. income taxes have been
settled substantially without regard to alternative minimum tax or limitations
on utilization of net operating losses and foreign tax credits.
Deferred tax liabilities reflect the impact of temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
Note 2 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
<TABLE>
<CAPTION>
December 31,
-----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Automotive:
Retail $ 6,528 $ 4,850
Wholesale and other (Note 11) 3,059 3,113
Retained senior interests in sold wholesale receivables* 935 2,173
-------- --------
Total automotive 10,522 10,136
Nonautomotive:
Leveraged leases 1,679 1,545
Commercial 712 955
-------- --------
Total nonautomotive 2,391 2,500
-------- --------
Total finance receivables 12,913 12,636
Less allowance for credit losses (269) (213)
-------- --------
Total finance receivables - net $ 12,644 $ 12,423
======== ========
<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>
December 31,
-----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Cash and investments $ 424 $ 669
Subordinated interests in receivables 2,206 1,475
Excess servicing 166 135
Other 243 269
Less allowance for credit losses (306) (297)
------- -------
Total retained interests in sold receivables - net $ 2,733 $ 2,251
======= =======
</TABLE>
18
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests - continued
Changes in the allowance for credit losses, including receivables sold subject
to limited recourse provisions and vehicles leased, were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Balance at beginning of year $ 512 $ 494 $ 573
Provision for credit losses 342 203 216
Net credit losses (252) (158) (197)
Transfers related to nonautomotive asset sales -- -- (79)
Other adjustments (24) (27) (19)
----- ----- -----
Balance at end of year $ 578 $ 512 $ 494
===== ===== =====
</TABLE>
Nonearning finance receivables, including receivables sold subject to limited
recourse, totaled $333 million and $282 million, at December 31, 1995 and
1994, respectively, which represented 1.0 percent and 0.9 percent of such
receivables outstanding, respectively.
Contractual maturities of total finance receivables at December 31, 1995 were
as follows:
<TABLE>
<CAPTION>
Automotive Nonautomotive Total
---------- ------------- -----
(in millions of dollars)
<S> <C> <C> <C>
Past due installments $ 407 $ 45 $ 452
Due in year ending December 31:
1996 5,330 201 5,531
1997 1,523 180 1,703
1998 1,407 196 1,603
1999 885 157 1,042
2000 499 124 623
Thereafter 471 1,488 1,959
-------- ------ -------
Total finance receivables $ 10,522 $2,391 12,913
======== ======
Less allowance for credit losses (269)
-------
Total finance receivables - net $12,644
=======
</TABLE>
Actual cash flow experience will vary from contractual maturities due to
future receivable sales, prepayments, and charge-offs.
The Company's investment in automotive and nonautomotive direct financing
leases included in "Finance receivables - net" was as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Aggregate future lease payments $ 126 $ 322
Residual values 33 102
Less unearned income (22) (105)
----- -----
Net investment in direct financing leases $ 137 $ 319
===== =====
</TABLE>
19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 2 - Finance Receivables and Retained Interests - continued
The Company's investment in leveraged leases included in "Finance receivables
- - net" and related deferred income taxes was as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Rentals receivable (net of principal
and interest on non-recourse debt) $ 1,608 $ 1,401
Residual values 850 827
Less: Unearned income (688) (588)
Deferred investment tax credits (91) (95)
------- -------
Net receivables 1,679 1,545
Less deferred income taxes (1.468) (1,414)
------- -------
Net investment in leveraged leases $ 211 $ 131
======= =======
</TABLE>
Note 3 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables, excluding retained senior
interests in sold wholesale receivables, were as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Retail $13,043 $12,464
Wholesale and other 8,010 5,691
------- -------
Total $21,053 $18,155
======= =======
</TABLE>
Included in "Investment and other income" are net gains before expected credit
losses totaling $122 million, $59 million and $127 million for the years ended
December 31, 1995, 1994 and 1993, respectively. The provision for credit
losses related to such sales amounted to $180 million, $130 million and $135
million for the years ended December 31, 1995, 1994 and 1993, respectively.
The Company is committed to sell all wholesale receivables arising in certain
dealer revolving accounts.
20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 4 - Securities
Contractual maturities of marketable debt securities at December 31, 1995 were
as follows:
<TABLE>
<CAPTION>
Available-for-sale
Securities
------------------
Fair
Cost Value
---- -----
(in millions of dollars)
<S> <C> <C>
Within one year $301 $309
After one year through five years 118 121
After five years through ten years 65 70
After ten years 153 155
---- ----
Total $637 $655
==== ====
</TABLE>
The proceeds from sales of available-for-sale securities were $1.3 billion and
$1.6 billion for the years ended December 31, 1995 and 1994, respectively. The
related realized gains and losses were immaterial.
On December 29, 1995, the Company transferred all of its securities classified
as held-to-maturity to available-for-sale. At the date of transfer, the
amortized cost and unrealized gain of the securities transferred totaled $283
million and $9 million, respectively. This transfer resulted from the Company
conducting a one time reassessment of the classifications of securities held
in accordance with FASB Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities."
21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 4 - Securities - continued
Information with respect to the Company's portfolio of securities, which
includes investments classified as marketable securities and cash equivalents
was as follows:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------------------------------- ---------------------------------------
Fair Gross Unrealized Fair Gross Unrealized
Cost Value Gains Losses Cost Value Gains Losses
---- ----- ----- ---------- ---- ----- ----- ----------
(in millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Available-for-sale securities:
Bonds -
Corporate/Public Utility $112 $120 $ 9 $ 1 $112 $107 $1 $ 6
State/Municipal 48 48 -- -- 11 9 -- 2
Government securities -
United States and Canada 186 188 4 2 184 172 -- 12
Preferred stocks 18 19 1 -- 11 10 -- 1
Short-term notes 21 21 -- -- 17 17 -- --
Asset-backed securities* 270 278 8 -- -- -- -- --
---- ---- ---- ---- ---- ---- -- ---
Total available-for-sale
securities 655 674 $ 22 $ 3 335 315 $1 $21
==== ==== == ===
Total held-to-maturity*
securities -- -- 268 268
---- ---- ---- ----
Total marketable securities 655 674 603 583
Cash equivalents 270 270 37 37
---- ---- ---- ----
Total securities $925 $944 $640 $620
==== ==== ==== ====
<FN>
*Money market notes purchased from trusts established in connection with the
Company's securitization of retail receivables. Substantially all
held-to-maturity securities at December 31, 1994 were asset-backed securities.
</TABLE>
The Company had approximately $394 million and $337 million of marketable
securities limited for use in its insurance operations in accordance with
various statutory requirements at December 31, 1995 and 1994, respectively.
The Company acquired $250 million and $300 million of asset-backed securities
in non-cash transactions relating to the securitization of retail receivables
during 1995 and 1994, respectively.
Note 5 - Vehicles Leased and Dealership Properties Leased
"Vehicles leased - net" was as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Vehicles at cost $ 454 $ 143
Less: Accumulated depreciation (54) (11)
Allowance for credit losses (3) (2)
----- -----
Vehicles leased - net $ 397 $ 130
===== =====
</TABLE>
Future minimum rentals on vehicles leased at December 31, 1995 are as follows:
$102 million in 1996, $87 million in 1997, $28 million in 1998 and $4 million
in 1999.
22
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 5 - Vehicles Leased and Dealership Properties Leased - continued
"Dealership properties leased - net" was as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Dealership properties at cost $ 490 $ 527
Less: Accumulated depreciation (127) (120)
----- -----
Dealership properties leased - net $ 363 $ 407
===== =====
</TABLE>
Future minimum rentals on dealership properties leased at December 31, 1995
are as follows: $86 million in 1996, $74 million in 1997, $59 million in 1998,
$44 million in 1999, $28 million in 2000, and $42 million thereafter.
Note 6 - Debt
Average effective cost of borrowings was as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------
1995 1994
---------------------------- ----------------------------
Short-term Term Total Short-term Term Total
Notes Debt Debt Notes Debt Debt
---------- ---- ----- ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
United States operations 6.8% 7.4% 7.3% 5.5% 7.2% 7.4%
Consolidated operations 6.9% 8.2% 7.9% 5.5% 8.1% 8.0%
</TABLE>
23
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 6 - Debt - continued
Debt outstanding at December 31, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
Weighted Average December 31,
Interest Rates* at -----------------
Maturity December 31, 1995 1995 1994
- -------- ------------------ ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Short-term notes placed primarily in the open market:
United States $ 2,194 $ 3,901
Canada 241 414
------- -------
Total short-term notes (primarily commercial paper) 5.9% 2,435 4,315
------- -------
Senior term debt:
United States, due
1995 -- 574
1996 6.7% 1,601 1,602
1997 6.5% 2,878 653
1998 6.6% 1,885 943
1999 9.0% 1,394 1,227
2000 6.6% 770 300
Thereafter 9.4% 391 694
------- -------
Total United States 8,919 5,993
Canada, due 1995-1999 8.5% 317 78
Less unamortized discount 2 2
------- -------
Total senior term debt 9,234 6,069
------- -------
Subordinated term debt - United States:
Senior, due 1995 -- 27
Mexico borrowings and other 100 260
------- -------
Total debt $11,769 $10,671
======= =======
<FN>
*The weighted average interest rates, including the effects of interest rate
exchange agreements, have been calculated on the basis of rates in effect at
December 31, 1995, including $2,411 million of variable rate senior term debt.
</TABLE>
Interest paid by the Company for the years ended December 31, 1995, 1994 and
1993 amounted to $847 million, $733 million and $847 million, respectively.
The Company has contractual debt maturities of $4.1 billion in 1996 (including
$2.4 billion of short-term notes with an average remaining term of 45 days),
$3.0 billion in 1997, $2.1 billion in 1998, $1.4 billion in 1999, $0.8 billion
in 2000 and $0.4 billion in years thereafter.
The Company manages its exposure arising from changes in interest rates and
currency exchange rates by utilizing derivative financial instruments (see
Note 13 - Financial Instruments).
Credit Facilities
During the second quarter of 1995, the Company entered into new revolving
credit facilities which replaced its existing U.S. and Canadian revolving
credit and receivable sale facilities. The new facilities which total $8.0
billion consist of a $2.4 billion facility expiring in May 1996 and a $5.6
billion facility expiring in May 2000. These facilities include $0.8 billion
allocated to Chrysler Credit Canada Ltd. As of December 31, 1995, no amounts
were outstanding under these facilities.
24
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 7 - Reinsurance Arrangements and Property and Casualty Insurance Reserves
The Company enters into various reinsurance contracts with other insurance
enterprises and reinsurers to reduce the losses that may arise from
catastrophes or other events. Reinsurance contracts do not relieve the Company
from its obligations to policyholders. Failure of reinsurers to fulfill their
obligations could result in losses to the Company.
The amounts reported as "Insurance premiums earned" are net of related ceded
reinsurance premiums of $46 million, $40 million and $46 million for the years
ended December 31, 1995, 1994 and 1993, respectively. Amounts reported as
"Insurance losses and loss adjustment expenses" are net of related reinsurance
loss and loss adjustment expenses of $26 million, $28 million and $38 million
for the years ended December 31, 1995, 1994 and 1993, respectively.
Included in "Accounts payable, accrued expenses and other" are net unearned
premiums and net reserves for insurance losses and loss adjustment expenses as
follows:
<TABLE>
<CAPTION>
December 31,
----------------
1995 1994
---- ----
(in millions of dollars)
<S> <C> <C>
Direct and assumed unearned premiums $ 68 $ 68
Reinsurance ceded (7) (8)
----- -----
Net unearned premiums $ 61 $ 60
===== =====
Direct and assumed reserve for insurance losses
and loss adjustment expenses $ 216 $ 225
Reinsurance ceded (33) (44)
----- -----
Net reserve for insurance losses and loss adjustment expenses $ 183 $ 181
===== =====
</TABLE>
Changes in the net reserve for unpaid losses and loss adjustment expenses net
of reinsurance, salvage and subrogation for the Company's property and
casualty operations were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Balance at beginning of year (net of reinsurance
ceded of $44 million, $47 million and $38 million) $ 177 $ 166 $ 142
Incurred related to:
Current year 117 115 113
Prior years (8) (8) (11)
----- ----- -----
Total incurred 109 107 102
----- ----- -----
Paid related to:
Current year (51) (42) (37)
Prior years (55) (54) (41)
----- ----- -----
Total paid (106) (96) (78)
----- ----- -----
Balance at end of year (net of reinsurance
ceded of $33 million, $44 million and $47 million) $ 180 $ 177 $ 166
===== ===== =====
</TABLE>
25
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 8 - Income Taxes
The "Provision for income taxes" included the following:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Current tax expense:
United States $ 218 $ 86 $ 61
State and local 15 10 3
Foreign 14 22 13
----- ----- -----
Total current tax expense 247 118 77
----- ----- -----
Deferred tax (credit) expense:
United States (71) (8) (2)
State and local 3 11 11
Foreign 4 (1) --
----- ----- -----
Total deferred tax (credit) expense (64) 2 9
----- ----- -----
Effect of restating deferred taxes for
enacted U.S. tax rate increase -- -- 22
----- ----- -----
Total provision for income taxes $ 183 $ 120 $ 108
===== ===== =====
</TABLE>
Income taxes paid by the Company for the years ended December 31, 1995, 1994
and 1993 amounted to $337 million, $27 million and $82 million, respectively.
Included in these amounts are taxes paid (net of refunds) to Chrysler under
the Tax Sharing Agreement of $312 million, $15 million and $63 million, in
1995, 1994 and 1993, respectively.
The provision for income taxes differs from the amount of income tax
determined by applying the U.S. statutory income tax rate to earnings before
income taxes and cumulative effect of changes in accounting principles, as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Tax at U.S. statutory rate $ 183 $ 110 $ 93
State and local income taxes 12 14 9
Amortization of investment tax credits (2) (1) (2)
Income not subject to taxes (2) (2) (2)
Purchase accounting adjustments (6) 2 (5)
Leveraged lease rate adjustments (5) (6) (8)
Rate adjustment of U.S. deferred tax assets
and liabilities -- -- 22
Other 3 3 1
----- ----- -----
Total provision for income taxes $ 183 $ 120 $ 108
===== ===== =====
Effective tax rate 35.0% 38.1% 40.5%
Statutory tax rate 35.0% 35.0% 35.0%
</TABLE>
26
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 8 - Income Taxes - continued
The tax-effected temporary differences which comprise deferred tax assets and
liabilities were as follows:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
---------------------- -----------------------
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
-------- ----------- --------- -----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Nondeductible reserves $182 $ -- $178 $ --
Leasing activities -- 1,674 -- 1,654
Depreciation -- 11 -- 11
State and local taxes -- 106 -- 100
Postretirement benefits other
than pensions 20 -- 17 --
Foreign currency exchange 28 -- 28 --
Servicing transactions 61 -- 7 --
Other 70 69 48 62
---- ------ ---- ------
Total $361 $1,860 $278 $1,827
==== ====== ==== ======
</TABLE>
Note 9 - Commitments and Contingent Liabilities
Various legal actions are pending against Chrysler Financial Corporation and
certain of its subsidiaries, some of which seek damages in large or
unspecified amounts and other relief. The Company believes each proceeding
constitutes routine litigation encountered in the normal course of business.
Although the ultimate amount of liability with respect to such matters cannot
be determined at December 31, 1995, the Company has established reserves which
it believes will be sufficient to cover these matters. After giving effect to
these reserves, management believes the ultimate resolution of these matters
will not have a material adverse effect on the Company's financial position.
The Company is contingently liable for guarantees totaling $213 million at
December 31, 1995 provided in connection with an automotive receivable funding
arrangement.
The Company is obligated under terms of noncancelable operating leases for the
majority of its office facilities and equipment, as well as for a number of
dealership facilities which are subleased to Chrysler-authorized automotive
dealers. These leases are generally renewable and provide that certain
expenses related to the properties are to be paid by the lessee.
Future minimum lease commitments under the aforementioned leases with
remaining terms in excess of one year at December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Year Ending December 31, (in millions of dollars)
<S> <C>
1996 $ 43
1997 39
1998 34
1999 29
2000 22
Thereafter 70
---
Total $237
====
</TABLE>
Future minimum lease commitments have not been reduced by minimum sublease
rentals of $153 million due in the future under noncancelable subleases.
27
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 9 - Commitments and Contingent Liabilities - continued
Rental expense for operating leases for the years ended December 31, 1995,
1994 and 1993 was $50 million, $53 million and $58 million, respectively.
Sublease rentals of $40 million, $42 million, and $42 million were received in
1995, 1994 and 1993, respectively.
Note 10 - Shareholder's Investment
"Shareholder's Investment" is summarized as follows:
<TABLE>
<CAPTION>
Additional Total
Common Paid-in Retained Shareholder's
Stock Capital Earnings Investment
------ ---------- -------- -------------
(in millions of dollars)
<S> <C> <C> <C> <C>
Balance - December 31, 1992 $25 $1,168 $ 1,805 $ 2,998
Net earnings -- -- 129 129
Minimum pension liability
in excess of unrecognized
prior service cost -- -- 4 4
--- ------ ------- -------
Balance - December 31, 1993 25 1,168 1,938 3,131
--- ------ ------- -------
Net earnings -- -- 195 195
Common stock dividends -- -- (40) (40)
Net unrealized holding losses
on securities -- -- (13) (13)
--- ------ ------- -------
Balance - December 31, 1994 25 1,168 2,080 3,273
--- ------ ------- -------
Net earnings -- -- 339 339
Common stock dividends -- -- (335) (335)
Net unrealized holding gains
on securities -- -- 25 25
--- ------ ------- -------
Balance - December 31, 1995 $25 $1,168 $ 2,109 $ 3,302
=== ====== ======= =======
</TABLE>
28
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 11 - Transactions with Affiliates
Since 1968, the Company has had an Income Maintenance Agreement with Chrysler.
The agreement provides for payments to maintain the Company's required
coverage of earnings available for fixed charges at 110 percent. No payments
were required pursuant to the Income Maintenance Agreement for 1995, 1994 or
1993.
Gains and losses from translating assets and liabilities outside the United
States to U.S. dollar equivalents are credited or charged to Chrysler in
accordance with an agreement indemnifying the Company against losses incurred
as a result of foreign exchange risks. Pursuant to this agreement, the Company
paid less than $1 million to Chrysler in 1995 and charged Chrysler $24 million
in 1994 and $10 million in 1993.
At December 31, 1995, the Company had short-term borrowings from Chrysler of
$37 million and Chrysler had short-term borrowings from the Company of $37
million. At December 31, 1994, the Company had short-term borrowings from
Chrysler of $275 million and Chrysler had short-term borrowings from the
Company of $275 million.
In 1995, the Company and Chrysler entered into a support agreement in which
Chrysler will reimburse the Company for actual credit losses in Mexico up to a
specified amount.
Pursuant to an agreement between Chrysler and Chrysler Realty Corporation, the
Company received fees of $22 million in 1995, $22 million in 1994 and $25
million in 1993. The fees include charges for administrative services rendered
in the management of dealership land and facilities, reimbursement of holding
costs on vacant facilities, reimbursement of charges by the Company to dealer
tenants for rent in amounts less than the Company pays as rent on certain
leased facilities and for rent in amounts less than current market rent on
certain owned facilities.
The Company provides financing related to programs sponsored by Chrysler for
the sale and lease of Chrysler vehicles. Under these programs, interest rate
differentials received from Chrysler are earned on a level yield basis over
the term of the receivables, or if the related receivables are sold, unearned
amounts are included in the calculation of gains or losses from the sale of
retail receivables. In addition, the Company provides secured financing to
Chrysler in the normal course of business. At December 31, 1995, $1,645
million was outstanding under these agreements as compared to $2,185 million
at December 31, 1994.
Note 12 - Employee Benefit Plans
On December 31, 1995, the Company's pension plans were merged into similar
pension plans providing contributory and noncontributory benefits sponsored by
Chrysler. The noncontributory Chrysler pension plan covers substantially all
of the employees of Chrysler Financial Corporation and certain of its
consolidated subsidiaries and provides benefits based on a fixed rate for each
year of service. Additionally, contributory benefits are provided to
substantially all salaried employees of Chrysler Financial Corporation and
certain of its consolidated subsidiaries under Chrysler's Salaried Employees'
Retirement Plan. This plan provides benefits based on the employee's
cumulative contributions, years of service and the employee's average
salary during the consecutive five years in which salary was highest in the
15 years preceding retirement. Net pension expense was $24 million in 1995
(including $17 million in connection with a voluntary early retirement
program offered in 1995), $11 million in 1994, and $7 million in 1993.
29
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 12 - Employee Benefit Plans - continued
The Company provides health and life insurance benefits to substantially all
of its U.S. and Canadian employees. Upon retirement from the Company,
employees may become eligible for continuation of these benefits. However,
benefits and eligibility rules may be modified periodically. Effective January
1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" ("OPEB"), which requires the
accrual of such benefits during the years the employees provide services. The
adoption of SFAS No. 106 resulted in an after-tax charge of $29 million in
1993, which represented the immediate recognition of the OPEB transition
obligation of $45 million, partially offset by $16 million of estimated tax
benefits. Implementation of SFAS No. 106 did not increase the Company's cash
expenditures for postretirement benefits.
Effective January 1, 1993, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." The adoption of this accounting
standard resulted in the recognition of an after-tax charge of $1 million in
1993.
Note 13 - Financial Instruments
Derivative Financial Instruments
The Company manages exposure to counterparty credit risk by entering into
derivative financial instruments with major financial institutions that can be
expected to fully perform under the terms of such agreements. Notional amounts
are used to measure the volume of derivative financial instruments and do not
represent exposure to credit loss.
30
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments - continued
The following table summarizes off-balance sheet interest rate derivatives and
related financial instruments:
<TABLE>
<CAPTION>
Notional Amounts Outstanding
and Weighted Average Rates
December 31,
Interest Rate Derivatives and Variable Rate Maturing ----------------------------
Related Financial Instruments Indices Through 1995 1994
- ----------------------------- ------------- -------- ------------ ----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Pay Fixed Interest Rate Swaps
Short-term notes 1998 $ 250 $ 500
Weighted avg. pay rate 9.08% 9.09%
Weighted avg. receive rate Money Market 5.86% 5.98%
Term notes 1997 $ 74 $ 90
Weighted avg. pay rate 7.38% 9.44%
Weighted avg. receive rate LIBOR 6.59% 5.81%
Receive Fixed Interest Rate Swaps
Term notes 2006 $ 750 $ 126
Weighted avg. pay rate LIBOR 7.54% 5.84%
Weighted avg. receive rate 8.27% 9.41%
Variable Interest Rate Swaps
Term notes 1999 $ 1,611 $ 61
Weighted avg. pay rate LIBOR 5.93% 6.16%
Weighted avg. receive rate Treasury 6.08% 6.89%
Pay Fixed Interest Rate Cap
Retained Interests in
Sold Receivables -- $ -- $ 134
Weighted avg. pay rate -- 0.04%
Weighted avg. receive rate LIBOR -- 0.14%
Forward Interest Rate Contract
Retained Interests in
Sold Receivables -- $ -- $ 500
Weighted avg. contract rate Treasury -- 7.70%
--------- ---------
Total Notional Amounts Outstanding $ 2,685 $ 1,411
========= =========
</TABLE>
The impact of interest rate derivatives on interest expense was not material
in 1995, 1994 and 1993.
The Company enters into currency exchange agreements to manage its exposure
arising from changing exchange rates related to specific funding transactions.
The Company hedges against borrowings denominated in currencies other than the
borrowers' local currency. The borrowings are translated in the financial
statements at the rates of exchange established under the related currency
exchange agreement. The reported amount of such currency borrowings was $330
million. If the Company had not entered into currency exchange agreements, the
recorded amount of debt would have been $175 million higher at December 31,
1995.
31
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments - continued
The following table summarizes the Company's portfolio of currency derivative
financial instruments as of December 31, 1995 and 1994:
<TABLE>
<CAPTION>
December 31, 1995
------------------------
Currency Weighted Contract or Net
Derivative Financial Currency Average Notional Unrealized
Instrument Amount Maturity Interest Rate Amount Gain
- -------------------- -------- -------- ------------- ---------- ----------
(in millions) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Deutsche marks -
Fixed Rate
Senior Term Debt DM 350 1996-1997 6.69% $161 $ 97
Swiss francs -
Fixed Rate
Senior Term Debt SF 260 1996 5.52% 132 102
U.S. dollars (1) -
Fixed Rate
Short-term notes US$ 37 1996 5.99% 37 1
---- ----
Total $330 $200
==== ====
<CAPTION>
December 31, 1994
------------------------
Currency Weighted Contract or Net
Derivative Financial Currency Average Notional Unrealized
Instrument Amount Maturity Interest Rate Amount Gain
- -------------------- -------- -------- ------------- ---------- ----------
(in millions) (in millions of dollars)
<S> <C> <C> <C> <C> <C>
Deutsche marks -
Fixed Rate
Senior Term Debt DM 500 1995-1997 7.11% $251 $ 79
Swiss francs -
Fixed Rate
Senior Term Debt SF 260 1996 7.26% 132 72
U.S. dollars (1) -
Fixed Rate
Short-term notes US$ 78 1995 6.16% 78 2
Fixed Rate
Short-term Notes US$ 273 1995 6.57% 273 88
---- ----
Total $734 $241
==== ====
<FN>
(1) Amounts represent U.S. dollar funding for the Company's Canadian and
Mexican operations.
</TABLE>
Fair Value of Financial Instruments
The estimated fair value amounts have been determined by the Company using
available market information and valuation methodologies as described below.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions or valuation
methodologies may have a material effect on the estimated fair value amounts.
32
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments - continued
The carrying amounts and estimated fair values of the Company's financial
instruments were as follows:
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------------- -------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
(in millions of dollars)
<S> <C> <C> <C> <C>
Balance Sheet financial instruments:
Marketable securities $ 674 $ 674 $ 583 $ 583
Finance receivables - net (1) $10,844 $10,824 $10,559 $10,513
Retained interests in sold
receivables - net $ 2,733 $ 2,757 $ 2,251 $ 2,263
Debt (2) $11,944 $12,229 $10,891 $10,884
Currency exchange agreements $ 175(3) $ 200 $ 220(3) $ 241
<FN>
(1) The carrying value of finance receivables - net excludes approximately
$1,800 million and $1,864 million of direct finance and leveraged leases
classified as "Finance receivables - net" in the Company's Consolidated
Balance Sheet at December 31, 1995 and 1994, respectively. December 31,
1995 and 1994 data includes approximately $4,704 million and $6,851
million, respectively, of finance receivables which reprice monthly at
current market rates. The carrying value of these finance receivables
approximates fair value.
(2) December 31, 1995 and 1994 data includes approximately $4,924 million and
$5,643 million, respectively, of short-term notes, term debt and other
borrowings which reprice at current market rates. The carrying amount and
fair value of debt includes the effect of the foreign currency exchange
agreements.
(3) Recorded in the balance sheet as a net reduction in debt.
</TABLE>
The carrying value of cash and cash equivalents and accounts payable
approximates market value due to the short maturity of these instruments.
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------------ -----------------------
Contract or Unrealized Contract or Unrealized
Notional Gains Notional Gains
Amount (Losses) Amount (Losses)
----------- ---------- ----------- ----------
(in millions of dollars)
<S> <C> <C> <C> <C>
Derivative financial instruments with
off-balance sheet risk:
Aggregate unrealized gain positions:
Interest rate swaps $ 750 $ 26 $ 101 $ 4
Interest rate caps -- -- 134 --
Forward interest rate contract -- -- 500 1
Aggregate unrealized loss positions:
Interest rate swaps 1,935 (33) 676 (16)
------ ---- ------ ----
Total $2,685 $ (7) $1,411 $(11)
====== ==== ====== ====
</TABLE>
33
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 13 - Financial Instruments - continued
The methods and assumptions used to estimate the fair value of financial
instruments are summarized as follows:
Marketable Securities
The fair value of marketable securities was estimated using quoted market
prices.
Finance Receivables - net
The carrying value of variable rate finance receivables was assumed to
approximate fair value since they are priced at current market rates. The
fair value of fixed rate finance receivables was estimated by discounting
expected cash flows using rates at which loans of similar maturities would
be made as of December 31, 1995 and 1994, respectively.
Retained Interests in Sold Receivables - Net
The fair value of excess servicing cash flows and other subordinated
amounts due the Company arising from receivable sale transactions was
estimated by discounting expected cash flows.
Debt
The fair value of debt was estimated by discounting cash flows using rates
currently available for debt with similar terms and remaining maturities.
At December 31, 1994, the public debt was determined using quoted market
prices, where available.
Interest Rate Swaps and Interest Rate Caps
The fair value of the Company's existing interest rate swaps, interest
rate caps and forward interest rate contract was estimated by discounting
net cash flows using quoted market interest rates.
Currency Exchange Agreements
The fair value of currency exchange agreements was estimated by
discounting expected cash flows using market exchange rates and relative
market interest rates over the remaining term of the agreements.
The fair value estimates presented herein are based on pertinent information
available as of the date of the Consolidated Balance Sheet. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been revalued since the
date of the Consolidated Balance Sheet and, therefore, current estimates of
fair value may differ significantly from the amounts presented herein.
34
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 14 - Revenues, Earnings and Assets by Business Segment and
Geographical Area
Revenues, earnings and assets of finance and insurance operations were as
follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Finance revenue and other revenues:
Finance operations $2,266 $1,831 $1,878
Insurance operations 173 164 161
------ ------ ------
Consolidated finance revenue and
other revenues $2,439 $1,995 $2,039
====== ====== ======
Earnings before income taxes and cumulative
effect of changes in accounting
principles:
Finance operations $ 492 $ 295 $ 249
Insurance operations 30 20 18
------ ------ ------
Consolidated earnings before income taxes and
cumulative effect of changes in accounting
principles $ 522 $ 315 $ 267
====== ====== ======
<CAPTION>
December 31,
-------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Assets:
Finance operations $17,405 $16,274 $13,870
Insurance operations 430 374 381
------- ------- -------
Consolidated assets $17,835 $16,648 $14,251
======= ======= =======
</TABLE>
Revenues, earnings and assets by geographical area were as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Revenues:
United States $2,154 $1,778 $1,854
Canada 162 98 84
Mexico 123 119 101
------ ------ ------
Consolidated revenues $2,439 $1,995 $2,039
====== ====== ======
Earnings before income taxes and cumulative
effect of changes in accounting
principles:
United States $ 495 $ 278 $ 236
Canada 37 26 13
Mexico (10) 11 18
------ ------ ------
Consolidated earnings before income taxes and
cumulative effect of changes in accounting
principles $ 522 $ 315 $ 267
====== ====== ======
</TABLE>
35
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - continued
Note 14 - Revenues, Earnings and Assets by Business Segment and Geographical
Area - continued
<TABLE>
<CAPTION>
December 31,
-------------------------
1995 1994 1993
---- ---- ----
(in millions of dollars)
<S> <C> <C> <C>
Assets:
United States $16,753 $15,507 $13,259
Canada 837 708 515
Mexico 245 433 477
------- ------- -------
Consolidated assets $17,835 $16,648 $14,251
======= ======= =======
</TABLE>
Note 15 - Selected Quarterly Financial Data - Unaudited
Selected quarterly financial data for the years ended December 31, 1995 and
1994 are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1995
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Total finance revenue $383 $418 $381 $449
Interest expense $213 $247 $221 $229
Net margin and other revenues $347 $381 $365 $436
Provision for credit losses $ 88 $100 $ 68 $ 86
Provision for income taxes $ 40 $ 41 $ 51 $ 51
Net earnings $ 69 $ 86 $ 87 $ 97
<CAPTION>
Year Ended December 31, 1994
-------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(in millions of dollars)
<S> <C> <C> <C> <C>
Total finance revenue $332 $326 $332 $378
Interest expense $185 $193 $178 $198
Net margin and other revenues $300 $281 $318 $342
Provision for credit losses $ 47 $ 40 $ 71 $ 45
Provision for income taxes $ 28 $ 25 $ 32 $ 35
Net earnings $ 47 $ 44 $ 50 $ 54
</TABLE>
36
<PAGE>
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the accompanying consolidated balance sheet of Chrysler
Financial Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of net earnings and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Chrysler Financial Corporation
and consolidated subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1995, in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
January 18, 1996
_______________
Deloitte Touche
Tohmatsu
International
_______________
37
<PAGE>
THIS PAGE INTENTIONALLY LEFT BLANK
38
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There is nothing to report with regard to this Item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(Omitted in accordance with General Instruction J.)
ITEM 11. EXECUTIVE COMPENSATION
(Omitted in accordance with General Instruction J.)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Omitted in accordance with General Instruction J.)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(Omitted in accordance with General Instruction J.)
39
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements
Financial statements filed as part of this Form 10-K are listed under
Part II, Item 8 of this Form 10-K.
2. Financial Statement Schedules
Independent Auditors' Report on Schedule (page 58 of Form 10-K)
Schedule II - Valuation and qualifying accounts and reserves (page 60
of Form 10-K)
Notes:
(A) Separate Company financial statements of Chrysler Financial
Corporation for the years ended December 31, 1994, 1993 and 1992
are omitted as not required under instructions contained in
Regulation S-X.
(B) Schedules other than those listed above have been omitted as not
required under instructions contained in Regulation S-X or
inapplicable.
Exhibits
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of the
Michigan Department of Treasury on October 1, 1971. Filed as Exhibit
3-A to Registration No. 2-43097 of Chrysler Financial Corporation,
and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended September
30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
40
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed as
Exhibit 3-G to the Quarterly Report of Chrysler Financial Corporation
on Form 10-Q for the quarter ended March 31, 1990, and incorporated
herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to the
Annual Report of Chrysler Financial Corporation on Form 10-K for the
year ended December 31, 1991, and incorporated herein by reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of Chrysler
Financial Corporation on Form 8-K, dated June 26, 1984, and
incorporated herein by reference.
4-B Copy of 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.
41
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
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.
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.
42
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
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.
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 May 1,
1995, 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 on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of May 1,
1995, 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 on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein by reference.
43
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
10-I Copy of Fifth Amended and Restated Commitment Transfer Agreement,
dated as of May 1, 1995, 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 on Form 10-Q for the quarter June 30, 1995, 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.
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.
44
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
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.
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.
45
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
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.
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.
46
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
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 Pooling and Servicing Agreement, dated as of October 1, 1990,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, related to Money Market Auto Loan Trust 1990-1. Filed as
Exhibit 4-A to the Registration of Certain Classes of Securities
Report of Money Market Auto Loan Trust 1990-1 on Form 8-A, and
incorporated herein by reference.
10-PP Copy of Amendment No. 1 to the Pooling and Servicing Agreement, dated
as of June 29, 1992, among Chrysler Auto Receivables Company, as
Seller, Chrysler Credit Corporation, as Servicer, and The Fuji Bank
and Trust Company, as Trustee, with respect to Money Market Auto Loan
Trust 1990-1. Filed as Exhibit 4-B to the Quarterly Report of Money
Market Auto Loan Trust 1990-1 on Form 10-Q for the quarter ended June
30, 1992, and incorporated herein by reference.
10-QQ Copy of First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, U.S. Auto Receivables Company, as Seller,
and Manufacturers and Traders Trust Company, as Trustee, with respect
to CARCO Auto Loan Master Trust. Filed as Exhibit 4-H to the
Quarterly Report on Form 10-Q of CARCO Auto Loan Master Trust for the
quarter ended March 31, 1992, and incorporated herein by reference.
10-RR Copy of Indenture, dated as of May 1, 1992, between Premier Auto
Trust 1992-3 and Bankers Trust Company with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-A to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
47
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-SS Copy of a 5.90% Asset Backed Note with respect to Premier Auto Trust
1992-3. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-3 for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-TT Copy of Trust Agreement, dated as of April 1, 1992, as amended and
restated as of May 1, 1992, between Premier Auto Receivables Company
and Manufacturers Hanover Bank (Delaware) with respect to Premier
Auto Trust 1992-3. Filed as Exhibit 4-C to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
10-UU Copy of Receivables Purchase Agreement, dated as of April 15, 1992,
between Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-1. Filed as Exhibit 10-IIIII to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-VV Copy of Indenture, dated as of July 1, 1992, between Premier Auto
Trust 1992-4 and Bankers Trust Company with respect to Premier Auto
Trust 1992-4. Filed as Exhibit 4-A to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-4 for the quarter ended September 30,
1992, and incorporated herein by reference.
10-WW Copy of 5.05% Asset Backed Note with respect to Premier Auto Trust
1992-4. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-4 for the quarter ended September 30, 1992,
and incorporated herein by reference.
10-XX Copy of Trust Agreement, dated as of July 1, 1992, between Premier
Auto Receivables Company and Chemical Bank Delaware, with respect to
Premier Auto Trust 1992-4. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-4 for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-YY Copy of Receivables Purchase Agreement, dated as of August 18, 1992,
between Chrysler Credit Ltd., Chrysler Financial Corporation and
Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-2. Filed as Exhibit 10-OOOOO to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-ZZ Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to Premier
Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-AAA Copy of a 4.55% Asset Backed Note with respect to Premier Auto Trust
1992-5. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-5 for the quarter ended September 30, 1992,
and incorporated herein by reference.
10-BBB Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
48
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-CCC 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-DDD 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-EEE 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-FFF 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-GGG 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-HHH Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among the
Seller, the Servicer and the Trustee, with respect to CARCO Auto Loan
Master Trust. Filed as Exhibit 4-O to the Quarterly Report on Form
10-Q of CARCO Auto Loan Master Trust for the quarter ended September
30, 1992, and incorporated herein by reference.
10-III Copy of Sale and Servicing Agreement, dated as of November 1, 1992,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1992-6, as
Purchaser, with respect to Premier Auto Trust 1992-6. Filed as
Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-JJJ Copy of Trust Agreement, dated as of November 1, 1992, among ML Asset
Backed Corporation, Premier Auto Receivables Company and Chemical
Bank Delaware as Owner Trustee, with respect to Premier Auto Trust
1992-6. Filed as Exhibit 10-QQQQQQ to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
49
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-KKK 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-LLL 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-MMM 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-NNN Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Auto 1 Limited Partnership and Chrysler
Financial Corporation, with respect to Auto 1 Trust. Filed as Exhibit
10-UUUUUU to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-OOO Copy of Master Lease Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto 1 Limited
Partnership, with respect to Auto 1 Trust. Filed as Exhibit 10-VVVVVV
to the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1992, and incorporated herein by
reference.
10-PPP 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-QQQ 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-RRR 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-SSS 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.
50
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-TTT 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-UUU 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-VVV 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-WWW 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-XXX 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-YYY 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-ZZZ 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-AAAA 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.
51
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-BBBB 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-CCCC 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-DDDD 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-EEEE 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-FFFF 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-GGGG 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 Trust, 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-HHHH 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-IIII 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-JJJJ 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.
52
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
10-KKKK 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.
10-LLLL 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-MMMM 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-NNNN 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-OOOO 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-PPPP 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.
10-QQQQ 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.
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.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney to which the signatures of directors of Chrysler
Financial Corporation have been affixed to this Annual Report on Form
10-K.
27 Financial Data Schedule.
53
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K -
continued
Copies of instruments defining the rights of holders of long-term
debt of the registrant and its consolidated subsidiaries, other than
the instruments copies of which are filed with this report as Exhibit
4-A, 4-B, 4-C, 4-D, 4-E, 4-F, 4-G, 4-H, 4-I, 4-J, 4-K and 4-L
thereto, have not been filed as exhibits to this report since the
amount of securities authorized under any one of such instruments
does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees to
furnish to the Commission a copy of each such instrument upon
request.
(b) The registrant did not file any reports on Form 8-K during the
quarter ended December 31, 1995.
54
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHRYSLER FINANCIAL CORPORATION
By s/T. W. SIDLIK
---------------------------
T. W. Sidlik
Chairman of the Board
Date: January 19, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Principal executive officer:
s/T. W. SIDLIK Chairman of the Board January 19, 1996
- --------------------------
T. W. Sidlik
Principal financing officer:
s/D. M. CANTWELL Vice President and Treasurer January 19, 1996
- --------------------------
D. M. Cantwell
Principal accounting officer:
s/T. F. Gilman Vice President and Controller January 19, 1996
- --------------------------
T. F. Gilman
55
<PAGE>
SIGNATURES (CONTINUED)
Board of Directors:
s/THOMAS P. CAPO* Director January 19, 1996
- --------------------------
Thomas P. Capo
s/DARRELL L. DAVIS* Director January 19, 1996
- --------------------------
Darrell L. Davis
ROBERT J. EATON* Director January 19, 1996
- --------------------------
Robert J. Eaton
ROBERT A. LUTZ* Director January 19, 1996
- --------------------------
Robert A. Lutz
s/WILLIAM J. O'BRIEN III* Director January 19, 1996
- --------------------------
William J. O'Brien III
T. W. SIDLIK* Director January 19, 1996
- --------------------------
T. W. Sidlik
GARY C. VALADE* Director January 19, 1996
- --------------------------
Gary C. Valade
*By s/B. C. BABBISH
----------------------
B. C. Babbish
Attorney-in-Fact
January 19, 1996
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57
<PAGE>
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have audited the consolidated financial statements of Chrysler Financial
Corporation (a subsidiary of Chrysler Corporation) and consolidated
subsidiaries as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995, and have issued our report thereon
dated January 18, 1996; such report is included elsewhere in this Form 10-K.
Our audits also included the financial statement schedule of Chrysler
Financial Corporation and consolidated subsidiaries, listed in Item 14. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
January 18, 1996
_______________
Deloitte Touche
Tohmatsu
International
_______________
58
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59
<PAGE>
<TABLE>
<CAPTION>
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in millions of dollars)
Column A Column B Column C Column D Column E
-------- ---------- -------- -------- --------
Additions
-----------------------
Charged to
Balance at Charged to Other Balance
Beginning Costs and Accounts- Deductions- at End
of Period Expenses Describe Describe of Period
---------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Net reserve for insurance losses
and loss adjustment expenses $181 $111 $ - $109(a) $183
YEAR ENDED DECEMBER 31, 1994
Net reserve for insurance losses
and loss adjustment expenses $173 $109 $ - $101(a) $181
YEAR ENDED DECEMBER 31, 1993
Net reserve for insurance losses
and loss adjustment expenses $152 $108 $ - $ 87(a) $173
<FN>
NOTES:
(a) Primarily reductions for claims settled
</TABLE>
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<PAGE>
EXHIBIT INDEX
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of the
Michigan Department of Treasury on October 1, 1971. Filed as Exhibit
3-A to Registration No. 2-43097 of Chrysler Financial Corporation,
and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended September
30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed as
Exhibit 3-G to the Quarterly Report of Chrysler Financial Corporation
on Form 10-Q for the quarter ended March 31, 1990, and incorporated
herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1986, and incorporated herein by reference.
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>
EXHIBIT INDEX-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-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.
E-2
<PAGE>
EXHIBIT INDEX-continued
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.
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.
E-3
<PAGE>
EXHIBIT INDEX-continued
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 May 1,
1995, 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 on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of May 1,
1995, 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 on Form 10-Q for the quarter
ended June 30, 1995, and incorporated herein by reference.
10-I Copy of Fifth Amended and Restated Commitment Transfer Agreement,
dated as of May 1, 1995, 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 on Form 10-Q for the quarter June 30, 1995, 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>
EXHIBIT INDEX-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>
EXHIBIT INDEX-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>
EXHIBIT INDEX-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.
E-7
<PAGE>
EXHIBIT INDEX-continued
10-OO Copy of Pooling and Servicing Agreement, dated as of October 1, 1990,
among Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee, related to Money Market Auto Loan Trust 1990-1. Filed as
Exhibit 4-A to the Registration of Certain Classes of Securities
Report of Money Market Auto Loan Trust 1990-1 on Form 8-A, and
incorporated herein by reference.
10-PP Copy of Amendment No. 1 to the Pooling and Servicing Agreement, dated
as of June 29, 1992, among Chrysler Auto Receivables Company, as
Seller, Chrysler Credit Corporation, as Servicer, and The Fuji Bank
and Trust Company, as Trustee, with respect to Money Market Auto Loan
Trust 1990-1. Filed as Exhibit 4-B to the Quarterly Report of Money
Market Auto Loan Trust 1990-1 on Form 10-Q for the quarter ended June
30, 1992, and incorporated herein by reference.
10-QQ Copy of First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, U.S. Auto Receivables Company, as Seller,
and Manufacturers and Traders Trust Company, as Trustee, with respect
to CARCO Auto Loan Master Trust. Filed as Exhibit 4-H to the
Quarterly Report on Form 10-Q of CARCO Auto Loan Master Trust for the
quarter ended March 31, 1992, and incorporated herein by reference.
10-RR Copy of Indenture, dated as of May 1, 1992, between Premier Auto
Trust 1992-3 and Bankers Trust Company with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-A to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
10-SS Copy of a 5.90% Asset Backed Note with respect to Premier Auto Trust
1992-3. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-3 for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-TT Copy of Trust Agreement, dated as of April 1, 1992, as amended and
restated as of May 1, 1992, between Premier Auto Receivables Company
and Manufacturers Hanover Bank (Delaware) with respect to Premier
Auto Trust 1992-3. Filed as Exhibit 4-C to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
10-UU Copy of Receivables Purchase Agreement, dated as of April 15, 1992,
between Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-1. Filed as Exhibit 10-IIIII to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-VV Copy of Indenture, dated as of July 1, 1992, between Premier Auto
Trust 1992-4 and Bankers Trust Company with respect to Premier Auto
Trust 1992-4. Filed as Exhibit 4-A to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-4 for the quarter ended September 30,
1992, and incorporated herein by reference.
10-WW Copy of 5.05% Asset Backed Note with respect to Premier Auto Trust
1992-4. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-4 for the quarter ended September 30, 1992,
and incorporated herein by reference.
E-8
<PAGE>
EXHIBIT INDEX-continued
10-XX Copy of Trust Agreement, dated as of July 1, 1992, between Premier
Auto Receivables Company and Chemical Bank Delaware, with respect to
Premier Auto Trust 1992-4. Filed as Exhibit 4-C to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1992-4 for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-YY Copy of Receivables Purchase Agreement, dated as of August 18, 1992,
between Chrysler Credit Ltd., Chrysler Financial Corporation and
Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-2. Filed as Exhibit 10-OOOOO to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-ZZ Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to Premier
Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-AAA Copy of a 4.55% Asset Backed Note with respect to Premier Auto Trust
1992-5. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q of
Premier Auto Trust 1992-5 for the quarter ended September 30, 1992,
and incorporated herein by reference.
10-BBB Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-CCC 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-DDD 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-EEE 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-FFF 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.
E-9
<PAGE>
EXHIBIT INDEX-continued
10-GGG 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-HHH Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among the
Seller, the Servicer and the Trustee, with respect to CARCO Auto Loan
Master Trust. Filed as Exhibit 4-O to the Quarterly Report on Form
10-Q of CARCO Auto Loan Master Trust for the quarter ended September
30, 1992, and incorporated herein by reference.
10-III Copy of Sale and Servicing Agreement, dated as of November 1, 1992,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1992-6, as
Purchaser, with respect to Premier Auto Trust 1992-6. Filed as
Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-JJJ Copy of Trust Agreement, dated as of November 1, 1992, among ML Asset
Backed Corporation, Premier Auto Receivables Company and Chemical
Bank Delaware as Owner Trustee, with respect to Premier Auto Trust
1992-6. Filed as Exhibit 10-QQQQQQ to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
10-KKK 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-LLL 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-MMM 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-NNN Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Auto 1 Limited Partnership and Chrysler
Financial Corporation, with respect to Auto 1 Trust. Filed as Exhibit
10-UUUUUU to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
E-10
<PAGE>
EXHIBIT INDEX-continued
10-OOO Copy of Master Lease Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto 1 Limited
Partnership, with respect to Auto 1 Trust. Filed as Exhibit 10-VVVVVV
to the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1992, and incorporated herein by
reference.
10-PPP 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-QQQ 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-RRR 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-SSS 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-TTT 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-UUU 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-VVV 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.
E-11
<PAGE>
EXHIBIT INDEX-continued
10-WWW 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-XXX 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-YYY 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-ZZZ 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-AAAA 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-BBBB 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-CCCC 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-DDDD 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-EEEE 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.
E-12
<PAGE>
EXHIBIT INDEX-continued
10-FFFF 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-GGGG 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 Trust, 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-HHHH 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-IIII 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-JJJJ 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-KKKK 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.
10-LLLL 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-MMMM 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-NNNN 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.
E-13
<PAGE>
EXHIBIT INDEX-continued
10-OOOO 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-PPPP 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.
10-QQQQ 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.
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.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney to which the signatures of directors of Chrysler
Financial Corporation have been affixed to this Annual Report on Form
10-K.
27 Financial Data Schedule.
EXHIBIT 10-KKKK
==============================================================================
RECEIVABLES PURCHASE AGREEMENT
Series 1995-2
dated as of December 14, 1995
AMONG
PREMIER AUTO RECEIVABLES COMPANY,
AS PREMIER,
CHRYSLER FINANCIAL CORPORATION,
AS THE PERFORMANCE GUARANTOR,
CHRYSLER CREDIT CORPORATION,
INDIVIDUALLY AND AS THE SERVICER,
AND
ABN AMRO BANK N.V.,
AS THE AGENT
==============================================================================
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
<S> <C>
ARTICLE I DEFINITIONS.................................................................... 1
Section 1.1. Defined Terms........................................................ 1
ARTICLE II TRANSFER, PAYMENTS AND SETTLEMENTS............................................ 8
Section 2.1. Agreement to Purchase and Sell....................................... 8
Section 2.2. Selection of Tranche Periods and Tranche Rates....................... 9
Section 2.3. Fees and Other Costs and Expenses.................................... 9
Section 2.4. Payments............................................................. 9
Section 2.5. Optional Repurchase.................................................. 9
Section 2.6. Reduction of Commitment Amount....................................... 10
Section 2.7. Guarantee............................................................ 10
ARTICLE III REPRESENTATIONS AND WARRANTIES............................................... 12
Section 3.1. Affiliated Entities' Representations and Warranties.................. 12
Section 3.2. Receivables Representations and Warranties........................... 13
ARTICLE IV CONDITIONS PRECEDENT.......................................................... 16
Section 4.1. Conditions to Closing................................................ 16
ARTICLE V COVENANTS...................................................................... 17
Section 5.1. Affirmative Covenants of Premier..................................... 17
Section 5.2. Negative Covenants of Premier........................................ 18
Section 5.3. Covenants of Premier, the Performance Guarantor and the Servicer..... 19
ARTICLE VI INDEMNIFICATION............................................................... 20
Section 6.1. Indemnities.......................................................... 20
Section 6.2. Tax Indemnification and Characterization............................. 22
Section 6.3. Increased Cost and Reduced Return.................................... 23
Section 6.4. Other Costs and Expenses............................................. 24
Section 6.5. Withholding Taxes.................................................... 24
Section 6.6. Allocations.......................................................... 25
ARTICLE VII MISCELLANEOUS................................................................ 25
Section 7.1. Term of Agreement.................................................... 25
Section 7.2. Waivers; Amendments.................................................. 25
Section 7.3. Notices.............................................................. 25
Section 7.4. Governing Law; Submission to Jurisdiction............................ 26
Section 7.5. Further Assurances................................................... 26
Section 7.6. Waiver of Confidentiality............................................ 26
Section 7.7. Confidentiality of Agreement......................................... 27
Section 7.8. Limitation of Liability.............................................. 27
Section 7.9. Limitations Regarding Premier........................................ 27
i
<PAGE>
Section 7.10. Enforceability of Receivables........................................ 27
Section 7.11. Third-Party Beneficiaries............................................ 27
Section 7.12. Agreement to Generic Provisions and Standard Provisions.............. 28
</TABLE>
EXHIBITS DESCRIPTION
Exhibit A Location of Records
Exhibit B Form of Premier Opinion
Exhibit C Pricing Letter
SCHEDULES DESCRIPTION
Schedule I Generic Provisions
Schedule II Standard Provisions
Schedule III Receivables
ii
<PAGE>
RECEIVABLES PURCHASE AGREEMENT
RECEIVABLES PURCHASE AGREEMENT, dated as of December 14, 1995, among
the Agent, the Performance Guarantor, CCC (individually and as the Servicer),
and Premier.
PRELIMINARY STATEMENTS
WHEREAS, the Agent desires to purchase a portfolio of receivables
arising in connection with automobile retail installment sale contracts
generated by Chrysler Credit Corporation in the ordinary course of business
and sold to Premier;
WHEREAS, Premier is willing to sell such receivables to the Purchasers
through the Agent; and
WHEREAS, the Servicer is willing to service such receivables pursuant
to the Servicing Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms. The following terms shall have the
meanings set forth or referred to below:
"ABN AMRO" shall mean ABN AMRO Bank N.V., in its individual capacity
and not in its capacity as the Agent.
"Adverse Claim" shall mean, for any assets or properties of a Person,
a lien, security interest, charge, mortgage, pledge, hypothecation, assignment
or encumbrance, or any other right or claim, in, of or on such assets or
properties, except those in favor of the Agent.
"Affiliated Entities" shall mean CCC, the Performance Guarantor and
Premier.
"Agent" shall mean ABN AMRO Bank N.V., as agent for the Purchasers.
"Agent's Account" shall mean the Agent's account number 671101133950
at ABN AMRO.
"Aggregate Commitment" shall mean an amount equal to Six Hundred
Million Dollars ($600,000,000), as such amount may be reduced pursuant to
Section 2.6.
"Aggregate Net Investment" shall mean the sum of the Investments for
all Purchasers.
<PAGE>
"Aggregate Net Investment (Matured Value)" shall mean the sum of (i)
the sum of the Investments for all Purchasers other than Windmill, plus (ii)
the Matured Value of the Investment of Windmill.
"Aggregate Unpaids" shall mean an amount equal to the sum of (i) the
aggregate accrued and unpaid Discount with respect to all Tranche Periods,
plus (ii) the Aggregate Net Investment, plus (iii) all other amounts owed
(whether due or accrued) under the Transaction Documents by any Affiliated
Entity to any Person.
"Agreement" or "Purchase Agreement" shall mean this Receivables
Purchase Agreement.
"Amount Financed" shall mean, for any Receivable, the amount advanced
under the Receivable toward the purchase price of the Financed Vehicle and any
costs, exclusive of any amount allocable to the premium of force-placed
physical damage insurance covering the Financed Vehicle.
"Annual Percentage Rate" shall mean, for any Receivable, the annual
rate of finance charges stated in the related Contract.
"Assets" shall mean every Receivable and Related Security with respect
thereto, every Collection with respect thereto (after December 6, 1995 for all
simple interest Receivables and after December 31, 1995 for all precomputed
Receivables) and proceeds of any of the foregoing.
"Bankruptcy Event" shall mean, for any Person, that (i) such Person
shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against such Person seeking to adjudicate
it bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or seeking the entry of an order for relief or the appointment of
a receiver, trustee or other similar official for it or any substantial part
of its property and, where such proceeding was instituted against such Person,
such proceeding shall not have been dismissed or stayed for a period of thirty
(30) days, or any of the actions sought in such proceeding (including the
entry of an order for relief against, or appointment of a receiver, trustee,
custodian or other similar official for, such Person or any substantial part
of such Person's property) shall occur or (ii) such Person shall take any
corporate action to authorize any of the actions set forth in clause (i) in
this definition.
"Business Day" shall mean any day (other than Saturday, Sunday and any
day on which banking institutions located in New York, New York or Chicago,
Illinois are authorized or required to close and excluding any day which is a
holiday on the Federal Reserve calendar) and, with respect to any matters
relating to eurodollar funding, a day on which dealings in Dollars are carried
on in the London interbank market.
"Cap" shall mean the interest rate cap agreement, dated as of the date
hereof, by Chrysler Financial Corporation in favor of the Agent executed under
the Master Agreement, dated as of the date hereof, between Chrysler Financial
Corporation and the Agent.
"CCC" shall mean Chrysler Credit Corporation, a Delaware corporation.
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"Collection" shall mean (i) for any Receivable, all payments made by,
or on behalf of, the related Obligor (including any Finance Charges paid), all
Liquidation Proceeds and any amount the Servicer is deemed to have received,
or obligated to remit, pursuant to Section 2.16 of the Servicing Agreement or
otherwise, each with respect to such Receivable and (ii) for all Receivables,
the aggregate amount described in clause (i) for all Receivables, amounts
received under the Cap or any successor or substitute therefore and interest
paid on amounts deposited in, or credited to, the Agent's Account.
"Contract" shall mean, for any Receivable, all retail installment
sales contracts identified and listed on Schedule III (which Schedule III may
be in the form of microfiche).
"Dealer" shall mean the dealer who sold a Financed Vehicle and who
originated, and then sold to CCC under an existing agreement between such
dealer and CCC, the related Receivable.
"Designated Financial Officer" shall mean, for any Person, any vice
president, controller, assistant controller, treasurer, assistant treasurer or
principal financial officer of such Person.
"Discount" shall mean, for any Tranche Period:
TR x TA x AD
----
Year
Where "TR" is equal to the Tranche Rate applicable to such Tranche Period;
"TA" is equal to the Dollar amount of the Investment allocated to such Tranche
Period; "AD" is equal to the actual number of days elapsed during such Tranche
Period; and "Year" is equal to the number three hundred sixty (360); provided,
however, that if such Tranche Rate is the Prime Rate such number shall be the
actual number of days in the applicable calendar year; and shall also mean the
Early Collection Fee (as defined in the Pricing Letter).
"Distribution Date": Refer to the Servicing Agreement.
"Dollar" and "$" shall mean lawful money of the United States of
America.
"Effective Date": Refer to Section 4.1.
"Federal Bankruptcy Code" shall mean the bankruptcy code of the United
States of America codified in Title 11 of the United States Code.
"Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate per annum equal, for each day during such period, to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations at approximately 10:00 a.m. (Chicago time) for such day on
transactions received by ABN AMRO from three (3) federal funds brokers of
recognized standing selected by it.
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"Fee Letter" shall mean the letter agreement, dated the date hereof,
among Premier, the Performance Guarantor, ABN AMRO and the other parties
thereto. For purposes of this Agreement and references to this Agreement, the
Fee Letter shall be a supplement to this Agreement.
"Finance Charges" shall mean, for any Contract, any finance, interest
or similar or other charges owing by an Obligor pursuant to such Contract
(excluding, however, all amounts described in the last sentence of Section
2.8(a) of the Servicing Agreement).
"Financed Vehicle" shall mean, for any Receivable, the automobile or
light-duty truck, together with all accessions thereto, securing the Obligor's
indebtedness under such Receivable.
"Funding Agreement" shall mean any agreement or instrument executed by
Windmill and executed by or in favor of any Windmill Funding Source and this
Agreement.
"Governmental Authority" shall mean any Federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, or any court or any arbitrator, in each case whether in the
USA or foreign.
"Indebtedness" shall mean, for any Person, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property (other than accounts payable arising in the
ordinary course of such Person's business on terms customary in the trade),
(iii) obligations (including leases), whether or not assumed, secured by a
lien on, or payable out of the proceeds or production from, property now or
hereafter owned or acquired by such Person, (iv) obligations which are
evidenced by bonds, debentures, notes, acceptances or other instruments, (v)
capitalized lease obligations and (vi) obligations pursuant to a guaranty.
"Indemnified Losses": Refer to Section 6.1.
"Investment" shall mean, for each Purchaser, the difference of (a) the
sum of (i) the portion of the Purchase Payment made by, or on behalf of, such
Purchaser, plus (ii) the aggregate amount of any payments or exchanges made
by, or on behalf of, such Purchaser to any other Purchaser (in connection with
such Purchaser's acquisition of an interest in the Assets from another
Purchaser), plus (iii) all accrued and unpaid Discount owed to such Purchaser
which has been paid or deferred by such Purchaser in accordance with Section
2.4(a), less (b) the aggregate amount of Collections and other amounts
(including payments received and amounts received from another Purchaser)
received or exchanged (and not rescinded or returned) and applied by the Agent
or such Purchaser to reduce such Purchaser's Investment.
"Liquidation Proceeds": Refer to the Servicing Agreement.
"Matured Value" shall mean, of any Investment, the sum of (a) such
Investment, plus (b) all unpaid Discount which is then scheduled to become due
(whether or not then due) on such Investment during all Tranche Periods
applicable to all or any part of such Investment, plus (c) all unpaid fees and
other amounts which are then known and scheduled to become due (whether or not
then due) on, or in connection with, such Investment during all Tranche
Periods applicable to all or any part of such Investment.
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"Monthly Report": Refer to the Servicing Agreement.
"Net Receivables Balance" shall mean the unpaid principal balance of
all Receivables excluding Receivables repurchased by any Affiliated Entity
pursuant to the Transaction Documents for which the Agent has received the net
proceeds therefrom and Receivables liquidated by the Servicer through the sale
of a Financed Vehicle or otherwise (after all then available anticipated means
of recovery thereon have been exhausted) for which the Agent has received the
net proceeds therefrom.
"Obligor" shall mean, for any Receivable, the Person obligated to make
payments on such Receivable or any guarantor of such obligation.
"Performance Guarantor" shall mean Chrysler Financial Corporation, a
Michigan corporation.
"Person" shall mean individuals, partnerships, limited liability
companies, corporations, business trusts, joint stock companies, trusts,
unincorporated associations, joint ventures, Governmental Authorities or any
other entity of whatever nature.
"Portfolio Loss Ratio" shall mean, on each Distribution Date, the
average (expressed as a percentage) of (i) the unpaid principal balance of all
Receivables which are determined to be uncollectible by the Servicer in a
calendar month, less any Liquidation Proceeds received in such month, divided
by (ii) the sum of Collections received during such month on all Receivables,
as determined with respect to each of the four (4) most recently completed
calendar months (or such shorter number of months as have elapsed since the
date hereof).
"Premier" shall mean Premier Auto Receivables Company, a Delaware
corporation.
"Pricing Letter" shall mean the letter agreement, dated the date
hereof, among Premier, the Performance Guarantor, ABN AMRO and the other
parties thereto. For purposes of this Agreement and references to this
Agreement, the Pricing Letter shall be a supplement to this Agreement.
"Prime Rate" shall mean a rate per annum equal to the greater
(redetermined daily) of (i) the floating commercial loan rate of ABN AMRO for
Dollars announced from time to time and (ii) the Federal Funds Effective Rate
plus three fourths of one percent (0.75%).
"Purchase Date" shall mean the Business Day on which the Purchase
Payment is made.
"Purchase Payment" shall mean the payment of Five Hundred and
Ninety-Five Million Dollars ($595,000,000) by or on behalf of the Purchasers
to Premier on the Purchase Date.
"Purchasers" shall mean Windmill and each other Person which, from
time to time, has purchased, or agreed (on a committed or uncommitted basis)
to purchase, an interest in the Assets.
"Receivable" shall mean each receivable listed on Schedule III.
"receivable" shall mean any indebtedness and other obligations owed to
Premier (without giving effect to any transfer or conveyance to the Agent
hereunder) or any right of Premier to payment from or on behalf of an Obligor
whether constituting an account, chattel paper, instrument or general
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intangible, arising in connection with the sale of goods or the rendering of
services by a Dealer, including the obligation to pay any Finance Charges with
respect thereto. Indebtedness and other rights and obligations arising from
any one transaction, including indebtedness and other rights and obligations
represented by an individual promissory note or installment purchase
agreement, shall constitute a receivable separate from a receivable consisting
of the indebtedness and other rights and obligations arising from any other
transaction.
"Records" shall mean, for any Receivable, all Contracts and other
documents, books, records and other information relating to such Receivable
and the related Obligor (including the original account receivable, the credit
applications and the certificate of title for the related Financed Vehicle).
"Related Security" shall mean, for any Receivable, (i) all of
Premier's right, title and interest in the Financed Vehicles (including
returned Financed Vehicles, if any) the sale of which by a Dealer gave rise to
such Receivable, and all insurance contracts with respect thereto, (ii) all
other security interests or liens and property subject thereto, if any,
purporting to secure payment of such Receivable, together with all financing
statements signed by an Obligor describing any collateral securing such
Receivable, (iii) all guaranties, letters of credit, insurance and other
agreements supporting or securing payment of such Receivable (including any
recourse to Dealers), (iv) all service contracts and other contracts and
agreements related to such Receivable and (v) all Records related to such
Receivable.
"Scheduled Payment" shall mean, for any Receivable, that portion of
the payment required to be made by the Obligor during the respective calendar
month sufficient to amortize the unpaid principal balance under the actuarial
method over the term of the Receivable and to provide interest at the Annual
Percentage Rate.
"Servicer" shall mean CCC in its capacity as Servicer.
"Servicer Fee": Refer to the Servicing Agreement.
"Servicer Termination Event": Refer to the Servicing Agreement.
"Servicing Agreement" shall mean the Servicing Agreement, dated as of
the date hereof, between the Servicer, Premier, the Performance Guarantor and
the Agent.
"Significant Event" shall mean the occurrence of any one or more of
the following:
(a) (i) the Servicer (or any sub-collection agent) shall fail to
perform or observe any term, covenant or agreement under any Transaction
Document (other than as referred to in clause (ii)), and such failure shall
remain unremedied for three (3) Business Days or (ii) any Affiliated Entity
shall fail to make any payment or other transfer of funds to be made by it
under any Transaction Document when due; or
(b) any Affiliated Entity shall fail to observe or perform any
covenant or agreement contained in Section 5.1, 5.2 or 5.3; provided, however,
that no such failure with respect to any receivable shall constitute a
Significant Event if the obligations under Section 2.16 of the Servicing
Agreement, with respect thereto, shall have been satisfied; or
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(c) any representation, warranty, certification or statement made by,
or deemed to be made by, any Affiliated Entity in, or pursuant to, any
Transaction Document or any certificate, report, statement or other document
delivered pursuant to any Transaction Document shall prove to have been
incorrect in any material respect when made or deemed made; provided, however,
that no such breach with respect to any receivable shall constitute a
Significant Event if the obligations under Section 2.16 of the Servicing
Agreement, with respect thereto, shall have been satisfied; or
(d) any Affiliated Entity shall default in the performance of any
undertaking under any Transaction Document (other than those covered by clause
(a) or (b)), and such default shall continue for two (2) Business Days; or
(e) failure of any Affiliated Entity to pay any Indebtedness (except
for any such Indebtedness in an aggregate principal amount at any one time
outstanding of up to (i) Fifty Million Dollars ($50,000,000) in the case of
the Performance Guarantor, (ii) Ten Million Dollars ($10,000,000) in the case
of CCC or (iii) One Million Dollars ($1,000,000) in the case of Premier) when
due; or the default by any Affiliated Entity in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or
to permit the holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness shall be
declared to be due and payable or required to be prepaid (other than by a
regularly scheduled payment) prior to the date of maturity thereof; or there
shall occur a default, termination event or similar event by or with respect
to any Affiliated Entity under any agreement providing for the sale, transfer
or conveyance by any Affiliated Entity of any of its financial assets; or
(f) A Bankruptcy Event shall occur with respect to any Affiliated
Entity or any of their respective subsidiaries; or
(g) any Affiliated Entity shall generally not pay its debts as such
debts become due or shall admit in writing its inability to pay its debts
generally; or
(h) the Portfolio Loss Ratio shall exceed five and one half percent
(5.5%); or
(i) the Net Receivables Balance plus all Principal Collections
received by the Servicer and not yet applied to reduce Aggregate Net
Investment at any time shall be less than one hundred and four percent (104%)
of the Aggregate Net Investment at such time, and such failure shall continue
for one (1) Business Day after any Affiliated Entity has knowledge thereof; or
(j) there shall occur a material adverse change in the
creditworthiness, financial condition, business, operations or prospects of
the Performance Guarantor or in the ability of any Affiliated Entity to
perform its obligations under any Transaction Document to which it is (or is
stated to be) a party, including the collection of the Receivables or in the
enforceability or collectibility of the Receivables; or
(k) any Affiliated Entity shall, directly or indirectly, disaffirm or
contest in any manner the effectiveness, validity, binding nature or
enforceability of any of the Transaction Documents, or any of the Transaction
Documents shall fail to be the binding and enforceable obligation of any
Affiliated Entity that is (or is stated to be) a party thereto; or
(l) [Reserved]; or
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(m) a Servicer Termination Event shall occur; or
(n) this Agreement shall fail to vest and maintain vested in the Agent
a valid first priority perfected ownership interest in the Assets; or
(o) CCC shall breach, or fail to perform under, Section 5.2 of the
Servicing Agreement, and such breach or failure shall remain unremedied for
two (2) Business Days.
"Taxes" shall mean all taxes, charges, fees, levies or other
assessments including income, gross receipts, profits, withholding, excise,
property, sales, use, license, occupation and franchise taxes (including, in
each such case, any interest, penalties or additions attributable to, imposed
on or with respect to any such taxes, charges, fees or other assessments)
imposed by any jurisdiction or taxing authority (whether foreign or domestic).
"Tranche Period": Refer to the Pricing Letter.
"Tranche Rate": Refer to the Pricing Letter.
"Transaction Documents" shall mean this Agreement and all other
financing statements, documents, instruments and agreements executed in
connection herewith and therewith.
"UCC" shall mean, with respect to any state, the Uniform Commercial
Code as from time to time in effect in such state.
"USA" shall mean the United States of America, including all states
and political subdivisions thereof.
"Windmill" shall mean Windmill Funding Corporation, a Delaware
corporation.
"Windmill Funding Source" shall mean any insurance company, bank,
financial institution or other Person providing liquidity, back-up purchase or
credit support for Windmill (including the Purchasers other than Windmill).
ARTICLE II
TRANSFER, PAYMENTS AND SETTLEMENTS
Section 2.1. Agreement to Purchase and Sell. (a) Premier shall and
hereby does sell the Assets to the Agent and hereby assigns, sells, transfers
and conveys to the Agent, and the Agent hereby acquires from Premier, all of
Premier's right, title and interest in and to the Assets.
(b) As consideration for the sale of the Assets, the Agent hereby
agrees to pay to Premier the Purchase Payment (One Hundred and Twenty-One
Thousand Dollars ($121,000) of which shall be paid to Chrysler Financial
Corporation in full payment by the Agent for the Cap) plus a deferred payment
equal to the residual interest in the Assets, such residual interest in the
Assets being all Assets remaining once all of the Aggregate Unpaids and
Servicer Fees have been paid, satisfied and discharged in full.
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(c) [Reserved].
(d) [Reserved].
Section 2.2. Selection of Tranche Periods and Tranche Rates. Premier
hereby directs the Agent to make all Tranche Period and type of Tranche Rate
selections on Premier's behalf until Premier otherwise directs the Agent with
five (5) days prior written notice. Notwithstanding the foregoing, all Tranche
Period and type of Tranche Rate selections shall be made in accordance with
the Transaction Documents and the Agent shall have the right to terminate a
Tranche Period in accordance with the Transaction Documents. It is understood
that commercial paper rate funding may not be available, from time to time,
and will not be available during the occurrence and continuation of a
Significant Event.
Section 2.3. Fees and Other Costs and Expenses. (a) General. All per
annum fees shall accrue daily and shall be payable to the Agent monthly in
arrears. All per annum fees hereunder shall be calculated for the actual days
elapsed on the basis of a three hundred sixty (360) day year (unless otherwise
expressly provided herein).
(b) Fees. Premier shall pay to the Agent all amounts contemplated by
the Fee Letter and the Pricing Letter in accordance with the terms thereof.
Section 2.4. Payments. (a) Notwithstanding any provision contained
herein to the contrary, any amounts to be paid or transferred by Premier to,
or for the benefit of, any Person to whom an Aggregate Unpaid is owed shall be
paid or transferred to the Agent for the benefit of such Person. All amounts
to be paid or transferred by Premier or the Servicer under this Agreement
shall be paid or transferred in accordance with the terms hereof no later than
11:00 a.m. (Chicago time) on the day when due in Dollars and in immediately
available funds (and if such funds are received after such time on such day,
they shall be deemed paid on the following Business Day) into the Agent's
Account. All Discount for each Tranche Period is payable upon the termination
of such Tranche Period; provided, however, that, if there are insufficient
funds in the Agent's Account available to pay such Discount, Premier hereby
requests that the relevant Purchasers pay or defer the payment of (by
incurring additional indebtedness, using its assets or any other means
acceptable to such Purchaser) such Discount which payment or deferral shall
give rise to an increase in such Purchasers' Investment. Notwithstanding the
foregoing, Discount shall only be payable out of Assets and the obligation to
pay Discount shall not be the personal obligation of Premier or constitute
indebtedness of Premier. Any amount paid by any Affiliated Entity under any
Transaction Document which is rescinded or returned shall not be considered
paid.
(b) Premier shall, to the extent permitted by law, pay to the Agent
upon demand, for the account of the applicable Person, interest on all amounts
not paid or transferred by Premier or the Servicer when due hereunder, at a
rate equal to the Prime Rate, plus two percent (2%) per annum, calculated from
the date any such amount became due until the date paid in full.
Section 2.5. Optional Repurchase. If at any time the Aggregate Net
Investment as shown on the most recent Monthly Report is less than ten percent
(10%) of the Aggregate Net Investment as of the Effective Date, Premier may,
but shall not be obligated to, at its option exercisable upon five (5)
Business Days prior notice to the Agent, repurchase the Assets from the Agent
(without recourse, representation or warranty except for the representation
and warranty by the Agent that the Assets are being sold free and clear of any
Adverse Claim created or granted by the Agent) at a price equal to the
Aggregate Net Investment (Matured Value) plus all other Aggregate Unpaids.
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Section 2.6. Reduction of Commitment Amount. On the second Business
Day following the nineteenth (19th) day of each calendar month, the unused
portion of the Aggregate Commitment shall be reduced in an amount equal to the
excess, if any, of the Aggregate Commitment over one hundred and two percent
(102%) of the Aggregate Net Investment (Matured Value) as provided in the most
recent Monthly Report and subject to verification by the Agent; provided,
however, that each reduction shall be in an amount equal to One Million
Dollars ($1,000,000) or an integral multiple thereof and the Aggregate
Commitment shall not be reduced below one hundred and two percent (102%) of
the Aggregate Net Investment (Matured Value).
Section 2.7. Guarantee. (a) The Performance Guarantor hereby
unconditionally and irrevocably covenants and agrees that it will cause CCC
duly and punctually to perform and observe all of the terms, conditions,
covenants, agreements and indemnities of CCC under the Servicing Agreement
strictly in accordance with the terms thereof and that if for any reason
whatsoever CCC shall fail to so perform and observe such terms, conditions,
covenants, agreements and indemnities, the Performance Guarantor will duly and
punctually perform and observe the same. The Performance Guarantor hereby
unconditionally and irrevocably covenants and agrees that it will promptly
deposit into the Agent's Account an amount equal to any Indemnified Loss in
respect of a Receivable due pursuant to Section 6.1(a); provided, however,
that such amount in respect of any Receivable giving rise to an Indemnified
Loss pursuant to Section 6.1(a) shall not exceed the unpaid principal balance
of such Receivable plus accrued interest thereon to the date of such deposit.
Such payment by the Performance Guarantor shall satisfy its obligation to
repurchase such Receivable from Premier.
(b) The liabilities and obligations of the Performance Guarantor under
this Section 2.7 shall be absolute and unconditional under all circumstances
and shall be performed by the Performance Guarantor regardless of (i) whether
the Agent or any other Person shall have taken any steps to collect from
Premier or CCC any of the amounts payable by Premier or CCC to the Agent or
any other Person under Section 6.1(a) or the Servicing Agreement,
respectively, or shall have otherwise exercised any of their rights or
remedies under the Transaction Documents against Premier or CCC, (ii) the
validity, legality or enforceability of any of the Transaction Documents, or
the disaffirmance of any thereof in any insolvency, bankruptcy or
reorganization proceedings relating to Premier or CCC, (iii) any law,
regulation or decree now or hereafter in effect which might in any manner
affect any of the terms or provisions of any Transaction Document or any of
the rights of the Agent or any other Person as against Premier or CCC or which
might cause or permit to be invoked any alteration in the time, amount, manner
or payment or performance of any Transaction Document, (iv) the merger or
consolidation of Premier or CCC into or with any corporation or any sale or
transfer by Premier or CCC of all or any part of its property or (v) any other
circumstances whatsoever (with or without a notice to or knowledge of the
Performance Guarantor) which may or might in any manner or to any extent vary
the risk of the Performance Guarantor, or might otherwise constitute a legal
or equitable discharge of a surety or guarantor; it being the purpose and
intent of the Performance Guarantor that the liabilities and obligations of
the Performance Guarantor under this Section 2.7 shall be absolute and
unconditional under any and all circumstances, and shall not be discharged
except by payment and performance as provided in Section 6.1(a) or the
Servicing Agreement, as applicable.
(c) Without in any way affecting or impairing the liabilities and
obligations of the Performance Guarantor under this Section 2.7 (which shall
be determined by this Section 2.7, Section 6.1(a) and the Servicing Agreement
in their form on the Purchase Date prior to any modification thereof and as
modified with the written consent of the Performance Guarantor), the Agent or
any other Person may at any time and from time to time in their discretion,
without the consent of, or notice to,
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the Performance Guarantor, (i) extend or change the time, manner, place or
terms of payment of any or all of the amounts payable by Premier or CCC to the
Agent or any other Person under any of the Transaction Documents or amend,
supplement, waive, extend or otherwise modify any of the terms of any of the
Transaction Documents or (ii) settle or compromise any of the amounts payable
by Premier or CCC to the Agent or any other Person under any of the
Transaction Documents or subordinate the same to the claims of others.
(d) The provisions of this Section 2.7 shall continue to be effective
or be reinstated, as the case may be, if at any time payment of any of the
amounts payable by Premier or CCC to the Agent or any other Person under
Section 6.1(a) or the Servicing Agreement, respectively, is rescinded or must
otherwise be restored or returned by the Agent or any other Person upon the
insolvency, bankruptcy or reorganization of Premier or CCC, or otherwise, all
as though such payment had not been made. The Performance Guarantor hereby
waives (i) notice of the occurrence of any default hereunder or under the
Servicing Agreement, (ii) any requirement of diligence or promptness on the
part of the Agent or any other Person in making demand, commencing suit or
exercising any other right or remedy under any of the Transaction Documents,
or otherwise, and (iii) any right to require the Agent or any other Person to
exercise any right or remedy against Premier or CCC prior to enforcing any of
its rights against the Performance Guarantor under this Section 2.7.
(e) The Performance Guarantor covenants and agrees that so long as any
of the amounts payable by Premier or CCC to the Agent or any other Person
under Section 6.1(a) or the Servicing Agreement, respectively, remain unpaid,
the Performance Guarantor will maintain ownership of not less than eighty
percent (80%) of the issued and outstanding shares of each class of capital
stock of CCC that is entitled to vote generally for the election of directors;
provided, however, that nothing in this Section 2.7 shall prevent the merger
or consolidation of the Performance Guarantor, Premier and CCC in accordance
with Section 5.3.
(f) In addition, and not by way of limitation, to any of the
liabilities and obligations of the Performance Guarantor under this Section
2.7, the Performance Guarantor covenants and agrees:
(i) to pay or reimburse each Purchaser and the Agent for all
its costs and expenses (other than legal fees and disbursements)
incurred in connection with the enforcement or preservation of any
rights under this Agreement or the Servicing Agreement and for the
reasonable fees and disbursements of one firm of special counsel to
the Agent and to the Purchasers in respect of such enforcement or
preservation, and
(ii) to pay, indemnify, and hold each Purchaser and the Agent
harmless from any and all recording and filing fees and any and all
liabilities with respect to, or resulting from, any delay in paying,
stamp, excise and other taxes (excluding, with respect to any
Purchaser, net income and franchise taxes imposed with respect to net
income), if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent
under or in respect of, this Agreement or the Servicing Agreement.
(g) The agreements in this Section 2.7 shall survive the termination
of this Agreement and the payment of the Aggregate Unpaids.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Affiliated Entities' Representations and Warranties. Each
Affiliated Entity hereby makes the following representations and warranties,
solely to the extent they relate to such Affiliated Entity, on which the Agent
and the Purchasers are deemed to have relied in acquiring the Assets. Such
representations and warranties speak as of the Purchase Date and shall survive
the sale of the Assets to the Agent hereunder.
(a) Organization and Good Standing. Such Affiliated Entity is duly
organized and validly existing as a corporation in good standing under the
laws of its respective state of incorporation, with the corporate power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and Premier had
at all relevant times, and has, the corporate power, authority and legal right
to acquire, own and sell the Receivables.
(b) Due Qualification. Such Affiliated Entity is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of property or the conduct of its business requires such
qualifications.
(c) Power and Authority. Such Affiliated Entity has the corporate
power and authority to execute and deliver each Transaction Document to which
it is a party and to carry out the respective terms thereof; Premier has full
power, authority and legal right to sell the Assets to the Agent hereunder,
and Premier has duly authorized such transfer by all necessary corporate
action; and the execution, delivery and performance of each Transaction
Document has been duly authorized by such Affiliated Entity which is a party
thereto by all necessary corporate action.
(d) Binding Obligation. Each Transaction Document constitutes a legal,
valid and binding obligation of such Affiliated Entity which is a party
thereto enforceable in accordance with its terms.
(e) No Violation. The consummation of the transactions contemplated by
each Transaction Document and the fulfillment of the terms thereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles or certificate of incorporation or bylaws of such Affiliated Entity,
or any indenture, agreement or other instrument to which such Affiliated
Entity is a party or by which it is bound; or result in the creation or
imposition of any Adverse Claim upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument; or violate any law
or, to the best of such Affiliated Entity's knowledge after due inquiry, any
order, rule or regulation applicable to such Affiliated Entity of any court or
of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over such Affiliated Entity
or its properties.
(f) No Proceedings. To the best of such Affiliated Entity's knowledge
after due inquiry, there are no proceedings or investigations pending, or
threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over such Affiliated Entity
or its properties: (i) asserting the invalidity of any of the Transaction
Documents, (ii) seeking to prevent the consummation of any of the transactions
contemplated by any of the Transaction Documents or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by
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such Affiliated Entity of its obligations under, or the validity or
enforceability of, any of the Transaction Documents.
(g) No Insolvent Obligors. No Obligor on a Receivable is shown on any
related Record as the subject of a Bankruptcy Event.
(h) Perfection. Immediately preceding the sale of the Assets to the
Agent hereunder, the Dealers shall have been the original owners and shall
have effectively sold all the Assets to CCC, which, in turn, shall have
effectively sold all the Assets to the Performance Guarantor which, in turn,
shall have effectively sold all the Assets to Premier, in each case, free of
any Adverse Claim, and Premier shall be the owner of all of the receivables
purported to be Receivables hereunder and all other Assets. The Agent has a
valid and perfected first priority ownership interest in each item comprising
the Assets and in each of the Assets free and clear at all such times of any
Adverse Claim.
(i) Coverage Requirement. On the Purchase Date, the Net Receivables
Balance with respect to Receivables for which all of the representations and
warranties set forth in Section 3.2 are true and correct in all material
respects on the Purchase Date equals or exceeds one hundred four and one half
percent (104.5%) of the Aggregate Net Investment.
(j) Significant Event. No Significant Event or any event or condition
which but for the lapse of time or the giving of notice, or both, would
constitute a Significant Event has occurred and is continuing.
(k) Schedule of Receivables. The information set forth in Schedule III
is true and correct in all material respects as of the opening of business on
the Effective Date and no selection procedures believed to be adverse to the
Agent were utilized in selecting the Receivables. The computer tape regarding
the Receivables made available to the Agent and its assigns is true and
correct in all respects.
(l) Accuracy of Information. All information heretofore furnished by,
or on behalf of, such Affiliated Entity to the Agent or any other Person is,
and all such information hereafter furnished will be, true and accurate in
every material respect (or based on reasonable estimates, disclosed to be
estimates) and has not omitted and will not omit any information necessary to
make the statements therein not materially misleading.
(m) Authorization. Each certificate or other document delivered by
such Affiliated Entity under any Transaction Document shall be delivered on
its behalf by a Designated Financial Officer.
Section 3.2. Receivables Representations and Warranties. Premier
hereby makes the following representations and warranties on which the Agent
and each Purchaser are deemed to have relied in acquiring the Assets. Such
representations and warranties speak as of the Purchase Date and shall survive
the sale of the Assets to the Agent hereunder.
(a) Characteristics of Receivables. Each Receivable (A) was originated
in the USA (other than in the State of Alabama) by a Dealer for the retail
sale of a Financed Vehicle in the ordinary course of such Dealer's business,
was fully and properly executed by the parties thereto, was purchased by
Premier from CCC or the Performance Guarantor, which, in turn, had purchased
such Receivable from such Dealer under an existing dealer agreement with CCC,
and was validly assigned by such Dealer to
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CCC in accordance with its terms, (B) has created or shall create a valid,
subsisting and enforceable first priority security interest in favor of CCC in
the Financed Vehicle, which security interest has been assigned to Premier and
is assignable by Premier to the Agent, (C) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof are
adequate for realization against the collateral of the benefits of the
security and (D) provides for level monthly payments (provided, however, that
the payment in the first or last month in the life of the Receivable may be
minimally different from the level payments) that fully amortize the Amount
Financed by maturity and yield interest at the Annual Percentage Rate.
(b) Schedule of Receivables. The information set forth in Schedule III
is true and correct in all material respects and no selection procedures
believed to be adverse to the Agent were utilized in selecting the
Receivables. The computer tape regarding the Receivables made available to the
Agent is true and correct in all respects.
(c) Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complies in all material respects with all requirements of
applicable federal, state and local laws and regulations thereunder, including
usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity
Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act,
the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal
Reserve Board's Regulations B and Z, the Texas Consumer Credit Code and State
adaptations of the National Consumer Act and of the Uniform Consumer Credit
Code, and other consumer credit laws and equal credit opportunity and
disclosure laws.
(d) Binding Obligation. Each Receivable represents the genuine, legal,
valid and binding payment obligation in writing of the Obligor, enforceable by
the holder thereof in accordance with its terms.
(e) No Government Obligor. None of the Receivables is due from a
Governmental Authority.
(f) Security Interest in Financed Vehicle. Immediately prior to the
sale, assignment and transfer thereof, each Receivable shall be secured by a
validly perfected first security interest in the Financed Vehicle in favor of
Premier as secured party or all necessary and appropriate actions have been
commenced that would result in the valid perfection of a first security
interest in the Financed Vehicle in favor of Premier as secured party.
(g) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released from the
lien granted under the related Receivable in whole or in part.
(h) No Waiver. No provision of a Receivable has been waived.
(i) No Amendments. No Receivable has been amended such that the amount
of the Obligor's Scheduled Payments has been increased except for increases
resulting from the inclusion of any premiums for forced-placed physical damage
insurance covering the Financed Vehicle.
(j) No Defenses. No right of rescission, setoff, counterclaim or
defense has been asserted or threatened with respect to any Receivable.
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(k) No Liens. No liens or claims have been filed for work, labor or
materials relating to a Financed Vehicle that are liens prior to, or equal or
coordinate with, the security interest in the Financed Vehicle granted under
any Receivable.
(l) No Default. No Receivable has a payment that is more than ninety
(90) days overdue and, except as permitted in this paragraph, no default,
breach, violation or event permitting acceleration under the terms of any
Receivable has occurred; and no continuing condition that with notice or the
lapse of time would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen; and
Premier or Servicer has not waived and shall not waive any of the foregoing.
(m) Insurance. Premier or Servicer, in accordance with its customary
procedures, has determined that the Obligor has obtained physical damage
insurance covering the Financed Vehicle and under the terms of the Receivable
the Obligor is required to maintain such insurance.
(n) Title. No Receivable, or any interest therein, has been sold,
transferred, assigned or pledged by Premier to any Person other than the
Agent. Immediately prior to the sale and assignment herein contemplated,
Premier had good and marketable title to each Receivable free and clear of all
Adverse Claims and, immediately upon the sale thereof, the Agent shall have
good and marketable title to each Receivable, free and clear of all Adverse
Claims; and the sale has been perfected under the UCC.
(o) Lawful Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer and
assignment of such Receivable is unlawful, void or voidable.
(p) All Filings Made. All filings (including UCC filings) necessary in
any jurisdiction to give the Agent a first priority perfected ownership
interest in the Receivables shall have been made.
(q) One Original. There is only one original executed copy of each
Receivable.
(r) Maturity of Receivables. Each Receivable has a final maturity date
not later than December 31, 2000.
(s) Scheduled Payments. Each Receivable has a first scheduled payment
due on or prior to the end of January, 1996.
(t) Location of Receivable Files. The Records for each Receivable are
kept at one or more of the locations listed in Exhibit A.
(u) Unpaid Principal Balance. Each Receivable (A) has an outstanding
gross balance of at least One Thousand Dollars ($1,000) and (B) is denominated
only in Dollars and payable only in the USA.
(v) No Bankruptcies, First-Time Buyers or Alabama Residents. No
Obligor on any Receivable was, or is, noted in the related Records as having
suffered a Bankruptcy Event, no Obligor financed a Financed Vehicle under
CCC's "New Finance Buyer Plan" program, and no Obligor is an Alabama resident.
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(w) No Repossessions. No Financed Vehicle securing any Receivable is
in repossession status.
(x) Chattel Paper. Each Receivable constitutes "chattel paper" as
defined in the UCC.
(y) 1933 and 1940 Acts. Each Receivable is an account receivable
representing all or part of the sales price of merchandise, insurance and
services within the meaning of Section 3(c)(5) of the Investment Company Act
of 1940. The purchase of each Receivable with the proceeds of notes would
constitute a "current transaction" within the meaning of Section 3(a)(3) of
the Securities Act of 1933.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.1. Conditions to Closing. This Agreement shall become
effective on the date (the "Effective Date") on which the Agent shall have
received the following:
(a) Transaction Documents. An executed copy of each Transaction
Document (including any necessary or desirable financing statements).
(b) Corporate Proceedings of the Affiliated Entity. A copy of the
resolutions, in form and substance satisfactory to the Agent, of the Board of
Directors or a committee thereof of each Affiliated Entity authorizing the
execution, delivery and performance of each Transaction Document to which it
is a party, certified by the Secretary or an Assistant Secretary of such
Affiliated Entity, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.
(c) Corporate Documents. True and complete copies of each Affiliated
Entity's articles or certificate of incorporation, certified by the
Secretaries of State of the jurisdiction of its incorporation, and by-laws,
certified by its Secretary or Assistant Secretary.
(d) No Violation. A certificate of an appropriate officer of each
Affiliated Entity that the consummation of the transactions contemplated
hereby shall not contravene, violate or conflict with, as to such Affiliated
Entity, any law, rule, regulation or order or the certificate or articles of
incorporation, by-laws or other organizational or governing documents of such
Affiliated Entity.
(e) Consents, Licenses and Approvals. A certificate of an appropriate
officer of each Affiliated Entity (i) attaching copies of all necessary
consents, authorizations and filings, and (ii) stating that such consents,
licenses and filings are in full force and effect.
(f) Legal Opinions. The executed legal opinion of A.L. Ronquillo,
general counsel of the Affiliated Entities, substantially in the form of
Exhibit B.
(g) Good Standing. Good standing certificates for each of the
Affiliated Entities issued by the Secretaries of State of the jurisdiction of
its incorporation.
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(h) Certificate. A certificate of the Secretary or any Assistant
Secretary of each of the Affiliated Entities certifying the names and
signatures of the officers authorized on its behalf to execute each
Transaction Document to which it is a party (on which certificate the Agent
may conclusively rely until such time as the Agent shall receive from it a
revised certificate meeting the requirements of this Section 4.1(h)).
(i) [Reserved].
(j) Receipt. A receipt for payment of any fee payable on or before the
date hereof pursuant to the Fee Letter and the Pricing Letter.
(k) Other. Such other approvals, opinions or documents as the Agent
may reasonably request.
Premier's acceptance of the Purchase Payment shall evidence Premier's
representation and warranty that all of this Section 4.1 has been satisfied.
ARTICLE V
COVENANTS
Section 5.1. Affirmative Covenants of Premier. Premier hereby
covenants, undertakes and agrees that, unless the Agent shall otherwise
consent in writing, Premier will perform the following covenants and
agreements:
(a) Notices. Premier will notify the Agent in writing of any of the
following immediately upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken by the Person affected with
respect thereto:
(i) Significant Events. The occurrence of any Significant
Event, and such notice shall include a statement of a Designated
Financial Officer of Premier, setting forth the date of such
occurrence and the nature thereof.
(ii) Representations and Warranties. The failure of any
representation or warranty to be true (when made or at any time
thereafter) in any material respect with respect to any Receivable.
(b) Conduct of Business. Premier will, and will cause each other
Affiliated Entity to, do all things necessary for each to remain duly
incorporated, validly existing and in good standing as a domestic corporation
in its jurisdiction of incorporation and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.
(c) Compliance with Laws. Premier will, and will cause each other
Affiliated Entity to, comply (in all material respects and in all respects
that could have an adverse effect on the enforceability of any Transaction
Document or the enforceability, collectibility or quality of any Receivable)
with all
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laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which such Person or the Receivables or any other Asset may be
subject.
(d) Furnishing of Information and Inspection of Records. Premier will
furnish to the Agent and the Servicer from time to time such information with
respect to the Receivables as the Agent or the Servicer, as the case may be,
shall reasonably request, including listings identifying the Obligor and the
unpaid principal balance for each Receivable. Premier will, and will cause
each other Affiliated Entity to, permit, at any time during regular business
hours upon one (1) day prior notice, the Agent, or its agents or
representatives, to: (A) examine and make copies of and abstracts from all
Records and (B) visit the offices and properties of any Affiliated Entity for
the purpose of examining such Records. Premier shall cause all information
heretofore, and all such information hereafter, furnished by, or on behalf of,
any Affiliated Entity to the Agent or the Servicer for purposes of or in
connection with this Agreement or any transaction contemplated hereby to be
materially true and accurate, in each case on the date such information is
stated or certified.
(e) Keeping of Records and Books. Premier will maintain and implement
administrative and operating procedures (including an ability to recreate
records evidencing Receivables in the event of the destruction of the
originals thereof), maintain adequate facilities, personnel and equipment
(including computer software and hardware), and keep and maintain all Records,
documents, books, records and other information reasonably necessary or
advisable for the collection of all Receivables (including records adequate to
permit the immediate identification of all Collections of and adjustments to
each Receivable).
(f) Separate Corporate Existence. Premier will take all actions
necessary to maintain its identity as a separate legal entity from each other
Affiliated Entity.
(g) Performance and Compliance with Receivables and Contracts. Premier
will, and will cause each other Affiliated Entity and each Dealer to, at its
expense, fully perform in a timely fashion and comply in all material respects
with all provisions, covenants and other promises required to be observed by
it, or such Affiliated Entity or such Dealer, under or in connection with each
Asset and will not do anything to impair the rights of the Agent in, or to,
such Assets.
(h) [Reserved].
(i) Perfection. Premier shall at all times maintain its chief
executive offices within a jurisdiction in the USA (other than in the states
of Florida, Maryland and Tennessee) in which Article 9 of the UCC is in
effect. Premier agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents and take all action
that the Agent may reasonably request in order to perfect or protect the
Agent's ownership interest in the Assets or to enable the Agent to exercise or
enforce any of its rights hereunder. Without limiting the generality of the
foregoing, Premier will, on or prior to the Purchase Date (and promptly upon
any changes or additions hereafter), mark its master data processing records
and other books and records relating to the Assets with a legend describing
the Agent's interest therein. A copy of this Agreement or any financing
statement shall be sufficient as a financing statement.
Section 5.2. Negative Covenants of Premier. Premier hereby covenants,
undertakes and agrees that, unless the Agent shall otherwise consent in
writing, Premier will perform the following covenants and agreements:
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(a) Sales and Liens Relating to Receivables. Except as otherwise
provided herein, Premier will not pledge, grant, transfer, convey, sell,
assign (by operation of law or otherwise) or otherwise transfer or dispose of,
or create or suffer to exist any Adverse Claim upon (including the filing of
any financing statement or similar document) or with respect to any Asset or
assign any right to receive the proceeds or income in respect of any of the
foregoing.
(b) Extension or Amendment of Receivables. Except as otherwise
permitted in the Servicing Agreement, Premier will not, and will not permit
any other Affiliated Entity or any Dealer to, extend, amend or otherwise
modify the terms of any Receivable, or amend, modify or waive any term or
condition of any Contract related thereto.
(c) Change in Business or Collection Policies. Premier will not, and
will not permit any other Affiliated Entity or any Dealer to, make any change
in the character of its business or in Premier's or the Servicer's collection
policies, which change would, in either case, materially impair the
enforceability, collectibility or quality of any Receivable.
(d) Accounting of Sales. Premier will not, and will not permit any
other Affiliated Entity or any Dealer to, voluntarily prepare any financial
statements which shall account for, or in any other respect (including for
accounting and tax purposes) account for or treat, the transactions
contemplated hereby in any manner other than as a sale of Receivables or in
any manner inconsistent with the Agent's ownership interest in the Assets.
(e) Contingent Liabilities. Premier will not guarantee, endorse or
otherwise be or become contingently liable (including by agreement to maintain
balance sheet tests but excluding customary indemnifications provided in the
ordinary course of business) in connection with the obligations of any other
Person, except endorsements of negotiable instruments for collection in the
ordinary course of business and reimbursement or indemnification obligations
in favor of the Agent or the Purchasers as provided for under this Agreement.
Section 5.3. Covenants of Premier, the Performance Guarantor and the
Servicer. Premier, the Performance Guarantor and the Servicer hereby jointly
and severally covenant, undertake, and agree that unless the Agent shall
otherwise consent in writing, Premier, the Performance Guarantor and the
Servicer will perform the following covenants and agreements:
(a) Merger, etc. Neither Premier nor the Performance Guarantor nor the
Servicer will merge or consolidate with or into any other Person, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution) except that:
(i) Premier may merge or consolidate with or into the
Performance Guarantor, provided that immediately after such merger or
consolidation, the representations and warranties set forth in Section
3.1, with respect to the Performance Guarantor, shall be true and
correct as of such time;
(ii) Premier may merge or consolidate with or into any other
Person, provided that any Person (A) into which Premier may be merged
or consolidated, (B) which may result from any merger or consolidation
to which Premier shall be a party or (C) which may succeed to the
properties and assets of Premier substantially as a whole, which
Person in any of the foregoing cases executes an agreement of
assumption to perform every obligation of Premier under the
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Transaction Documents, shall be the successor to Premier thereunder
without the execution or filing of any document or any further act by
any of the parties to the Transaction Documents; provided, however,
that (I) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.1 shall have
been breached and no Servicer Termination Event or Significant Event
and no event that, after notice or lapse of time, or both, would
become a Servicer Termination Event or Significant Event shall have
occurred and be continuing, (II) Premier shall have delivered to the
Agent an officers' certificate and an opinion of counsel each stating
that such consolidation, merger or succession and such agreement of
assumption comply with this Section 5.3(a)(ii) and that all conditions
precedent, if any, provided for in any of the Transaction Documents
relating to such transaction have been complied with, (III) any rating
agency condition with respect to the Transaction Documents shall have
been satisfied with respect to such transaction and (IV) Premier shall
have delivered to the Agent an opinion of counsel either (x) stating
that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and
filed that are necessary fully to preserve and protect the interest of
the Agent in the Assets and reciting the details of such filings or
(y) stating that, in the opinion of such counsel, no such action shall
be necessary to preserve and protect such interests. Notwithstanding
anything therein to the contrary, the execution of the foregoing
agreement of the assumption and compliance with clauses (I), (II),
(III) and (IV) above shall be conditions to the consummation of the
transactions referred to in clauses (A), (B) or (C) above;
(iii) the Performance Guarantor may merge or consolidate with
or into any other Person, provided that (A) the Performance Guarantor
shall be the continuing or surviving corporation, and (B) immediately
after such merger or consolidation, the representations and warranties
set forth in Section 3.1, with respect to the Performance Guarantor,
shall be true and correct as of such time; and
(iv) The Servicer may merge or consolidate (A) with or into
the Performance Guarantor (provided that the Performance Guarantor
shall be the continuing or surviving corporation), (B) with or into
any one or more of its wholly-owned subsidiaries (provided that a
wholly-owned subsidiary of the Performance Guarantor shall be the
continuing or surviving corporation) and (C) with or into any other
Person, if the Servicer shall be the continuing or surviving
corporation and shall continue to be a subsidiary of the Performance
Guarantor and immediately after such merger or consolidation, the
representations and warranties set forth in Section 3.1, with respect
to the Performance Guarantor, shall be true and correct as of such
time.
ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnities. Without limiting any other rights that the
Agent or any Purchaser may have hereunder or under applicable law, Premier
hereby agrees to indemnify, defend, protect, save and hold harmless the Agent
and each Purchaser and its respective officers, directors, agents and
employees (each an "Indemnified Party") from and against any and all damages,
losses, claims, liabilities, obligations, penalties, actions, judgments,
suits, costs and expenses, including reasonable attorneys' fees (which
attorneys may include employees of the Agent, any Purchaser, or any assignee,
if any), court costs, settlements and disbursements (all of the foregoing
being collectively referred to as "Indemnified
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Losses") which may at any time be imposed on, asserted or awarded against or
incurred or suffered by any of them arising out of or as a result of any
Transaction Document or the transactions contemplated thereby or the
acquisition, either directly or indirectly, by the Agent of the Assets or any
action taken or omitted by any of the Indemnified Parties, excluding, however,
(i) Indemnified Losses to the extent a final judgment of a court of competent
jurisdiction holds such Indemnified Losses resulted solely from gross
negligence or willful misconduct on the part of the Indemnified Party seeking
indemnification or (ii) Indemnified Losses to the extent the same include
losses in respect of uncollectible Receivables solely due to the credit risk
of the Obligor and reimbursement therefor would constitute recourse to Premier
for the amount of uncollectible Receivables; provided, however, that nothing
contained in this sentence shall limit the liability of Premier, the
Performance Guarantor, CCC or the Servicer or limit the recourse of the Agent
and each Purchaser to Premier, the Performance Guarantor, CCC or the Servicer,
respectively, for any amounts otherwise specifically provided to be paid by
Premier, the Performance Guarantor, CCC or the Servicer under the terms of
this Agreement, including the terms of the next succeeding sentence. Without
limiting the generality of the foregoing indemnification, Premier agrees to
indemnify the Agent and each Purchaser for Indemnified Losses (including
losses in respect of uncollectible Receivables, regardless of whether
reimbursement therefor would constitute recourse to Premier) relating to or
resulting from:
(a) the inclusion in the Net Receivables Balance of any Receivable
other than a Receivable with respect to which all of the representations and
warranties set forth in Section 3.2 are true and correct in all material
respects on the Purchase Date;
(b) any representation or warranty made by any Affiliated Entity, the
Servicer or any officers of either thereof under or in connection with any of
the Transaction Documents, including any Monthly Report or any other
information or report delivered by any Affiliated Entity or the Servicer or
any officers of any thereof, pursuant hereto or thereto, that shall have been
false, misleading or incorrect in any material respect, or omitted to state a
material fact, when made or deemed made;
(c) any alleged failure by Premier, the Servicer, or any other Person
(acting for, on behalf of, or together with, Premier or the Servicer) to
comply with any applicable law, rule or regulation with respect to any
Receivable, or the collectability thereof, or any Contract related thereto,
imposed by any governmental or regulatory body, including any requirements of
licensing, registration, authorizations, consents and approvals necessary or
desirable for the entering into of any Contract, for the creation of any
Receivable or for the sale of any interest in any Receivable to the Agent
hereunder and including laws, rules and regulations relating to usury,
disclosures, truth in lending, fair credit billing, fair credit reporting,
equal credit opportunity, fair debt collection practices, trade practices,
consumer protection and privacy, or any of the foregoing which may affect the
enforceability of any Receivable, or the nonconformity of any Receivable or
Contract included therein or sale of the Assets to the Agent hereunder with
any such applicable law, rule or regulation;
(d) the failure to vest and maintain vested in the Agent a perfected
ownership interest in the Assets free and clear of any Adverse Claim;
(e) the failure to vest and maintain vested in the Agent a perfected
security interest in the Assets free and clear of any Adverse Claim;
(f) [Reserved];
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(g) the failure by Premier, the Servicer, or any other Person (acting
for, on behalf of, or together with, Premier or the Servicer) to file, or any
delay in filing, financing statements or other similar instruments or
documents under the UCC of any applicable jurisdiction or other applicable
laws with respect to any Assets;
(h) any commingling of Collections or other funds to which the Agent
or any Purchaser is entitled hereunder with any other funds;
(i) any dispute, claim, counterclaim, offset or defense (other than
discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Receivable included in the Assets (including a defense based on such
Receivable or the Contract relating to such Receivable not being a legal,
valid and binding obligation of such Obligor enforceable against it in
accordance with its terms);
(j) any failure of any Affiliated Entity or the Servicer to perform
its duties or obligations in accordance with the provisions of each of the
Transaction Documents to which such Affiliated Entity or the Servicer is a
party; or
(k) any action taken by the Agent under the Servicing Agreement.
Section 6.2. Tax Indemnification and Characterization. (a) Premier
agrees to pay, and to indemnify, defend, protect, save and hold harmless, on
an after-Tax basis, the Agent and each Purchaser from and against, all (i)
Taxes that may at any time be imposed in connection with the Receivables, any
of the Transaction Documents or the receipt of payment under this Section 6.2,
whether imposed upon the Agent, any Purchaser, any Affiliated Entity, any
other Person, the Assets or otherwise and (ii) damages, losses, claims,
liabilities and related costs and expenses and reasonable counsel fees of the
Agent and each Purchaser in connection with the imposition or assertion of any
Tax described in clause (i) above or defending against the same, and in all
cases, whether arising by reason of the acts to be performed by any Affiliated
Entity under any Transaction Document or otherwise or imposed upon or against
any Purchaser, the Agent, any Affiliated Entity or any other Person or the
property involved or otherwise; provided, however, that this Section 6.2(a)
shall not apply with respect to Taxes on or measured by the overall net income
of the Agent or any Purchaser ("Income Taxes") to the extent that the
computation of such Income Taxes is consistent with the Intended Tax
Characterization (defined below).
(b) [Reserved].
(c) It is the intention of the parties hereto that, for the purposes
of all Taxes, the transactions contemplated hereby shall be treated as a sale
by Premier to the Agent which is acting as agent for the Purchasers and such
Purchasers will be treated as the owners for tax purposes (the "Intended Tax
Characterization"). The parties hereto agree to report such transactions for
the purposes of all Taxes, and otherwise to act for the purposes of all Taxes,
in a manner consistent with the Intended Tax Characterization.
(d) All payments due pursuant to this Section 6.2 shall be paid no
later than ten (10) Business Days after demand for such payment has been made
by the Agent. Without in any way limiting the Agent's and any Purchaser's
remedies, any such amount not paid when due shall bear interest at a rate
equal to the Prime Rate plus two percent (2%) per annum. Any claim that the
Agent or any Purchaser makes for payment pursuant to this Section 6.2 shall be
accompanied by a statement of the Agent's or
22
<PAGE>
such Purchaser's accountants which attests that the claim has been computed in
conformity with the requirements of this Section 6.2.
Section 6.3. Increased Cost and Reduced Return. (a) If the adoption of
any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Windmill Funding Source, the
Agent or Windmill (collectively, the "Funding Parties") with any request or
directive (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency (a "Regulatory Change"): (i)
shall subject any of the Funding Parties to any charge or withholding on or
with respect to the applicable Funding Agreement or the Assets or other
property conveyed hereunder or funds advanced in connection therewith, or such
Funding Party's obligations under any of the Funding Agreements, (ii) shall
impose, modify or deem applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or any credit extended by, any of the Funding Parties or (iii)
shall impose any other condition, and the result of any of the foregoing is to
impose a cost on or increase the cost to any of the Funding Parties (A) of its
commitment under any of the Funding Agreements, or (B) of its purchasing,
maintaining or funding of any of its property interests under any of the
Funding Agreements, or (C) of the Assets or its interest therein, as the case
may be, or to reduce the amount of any sum received or receivable by any of
the Funding Parties under any of the Funding Agreements or to require any
payment calculated by reference to the amount of interests or loans held or
interest or other amounts received by it, then, upon demand by the Agent,
Premier shall pay to the Agent or such Funding Party such additional amounts
as will compensate such Funding Party for such increased cost or reduction.
(b) If any of the Funding Parties shall have determined that any
Regulatory Change (including any such Regulatory Change that results in or
results from or otherwise relates to any transaction in connection with any of
the Funding Agreements or any commitment thereunder or hereunder being
classified as a highly leveraged transaction for regulatory or other purposes)
has or would have the effect of reducing the rate of return on such Funding
Party's capital as a consequence of such Funding Party's obligations or
commitment under any of the Funding Agreements to a level below that which
such Funding Party could have achieved but for such adoption, change or
compliance (taking into consideration such Funding Party's policies with
respect to capital adequacy), then, from time to time upon demand by the
Agent, Premier shall pay to the Agent or such Funding Party such additional
amounts as will compensate such Funding Party for such reduction.
(c) If any Person shall become entitled to claim any additional
amounts pursuant to Section 6.3(a) or 6.3(b), such Person (i) shall promptly
notify Premier, through the Agent, of the event or circumstance by reason of
which it has become so entitled, and (ii) shall deliver to Premier and the
Agent one or more certificates setting forth the amounts due to such Person
under Section 6.3(a) or 6.3(b), a description of such event or circumstance by
reason of which it has become entitled to such amount and the manner of
computation and calculation of such amount; provided, however, it is agreed by
way of clarification that claims for any additional amounts pursuant to
Section 6.3(a) or 6.3(b) must be reasonably attributable to the transactions
which are the subject of the Transaction Documents and such certificate shall
also reasonably demonstrate the connection with, and method of attribution to,
such transactions; provided further, however, claims for increased cost or
reduced returns pursuant to Section 6.3(a) or 6.3(b) shall only be payable if
the Regulatory Changes are generally applicable to the banking or other
applicable industry in the country of origin of the applicable Funding Party
or in the country in which the applicable Funding Party operates. Each such
certificate shall be conclusive absent manifest
23
<PAGE>
error. Premier shall pay to the Agent, for the account of such Person, the
amount shown as due on any such certificate within ten (10) Business Days
after receipt of the same. No failure on the part of any Person to demand
compensation under this Section 6.3 on any occasion shall constitute a waiver
of its right to demand such compensation on any other occasion. The protection
of this Section 6.3 shall be available to each Person regardless of any
possible contention of the invalidity or inapplicability of any law,
regulation or other conditions which shall give rise to any demand by such
Person for compensation hereunder.
(d) If any liquidity provider of Windmill shall become affected by any
of the changes or events described in Section 6.3(a) or 6.3(b) and the Agent,
on behalf of such liquidity provider, shall petition Premier for any increased
cost or amounts thereunder, then in such case, Premier or the Agent may, upon
at least ten (10) Business Days prior notice to the Agent (with respect to
Premier) and such liquidity provider, designate a replacement liquidity
provider acceptable to the Agent and the Purchasers in accordance with the
terms of the Transaction Documents.
Section 6.4. Other Costs and Expenses. Premier shall pay to the Agent
and the Purchasers on demand all costs and expenses in connection with (a) the
preparation, execution, delivery and administration (including amendments,
supplements, waivers and any other modification of any provision) of the
Transaction Documents, (b) the sale of the Assets to the Agent hereunder, (c)
the perfection as against all third parties whatsoever of the Agent's right,
title and interest in the Assets and (d) the enforcement by the Agent or the
Purchasers of the indebtedness, obligations and liabilities of Premier, the
Performance Guarantor and the Servicer under the Transaction Documents, or any
related document or of any Obligor under any Receivable or other Asset,
including costs and expenses with respect to advising any Funding Party as to
its rights and remedies under any Transaction Document or any related Funding
Agreement and all costs and expenses, if any, including counsel fees and
expenses of any Funding Party in connection with the enforcement of the
Transaction Documents and any such Funding Agreement and in connection with
any restructuring or workout of such Transaction Documents or the
administration of the Transaction Documents following a Significant Event or
enforcement of the indebtedness, obligations and liabilities of any Obligor
under any Receivable or other Asset. Premier shall reimburse the Agent for the
cost of the Agent's auditors (which such auditors may be employees of the
Agent) auditing the books, records and procedures of Premier. Premier shall
reimburse Windmill for any amounts Windmill must pay to any Windmill Funding
Source pursuant to any Funding Agreement on account of any Tax described in,
and made payable by application of, Section 6.2 and applicable to such
Windmill Funding Source. Premier shall reimburse the Agent and the Purchasers
on demand for any and all amounts specified in the Fee Letter and the Pricing
Letter.
Section 6.5. Withholding Taxes. All payments made by Premier or the
Servicer under the Transaction Documents shall be made free and clear of, and
without reduction or withholding for or on account of, any present or future
Taxes, now or hereafter imposed, levied, collected, withheld or assessed by
any Governmental Authority or other taxing authority excluding, in the case of
the Agent and each Purchaser, any net income taxes imposed on the Agent or
such Purchaser (such non-excluded Taxes being hereinafter called "Non-Excluded
Taxes"). If any Non-Excluded Taxes are required to be withheld from any
amounts payable to the Agent or any Purchaser, the amounts so payable to the
Agent or such Purchaser shall be increased to the extent necessary to yield to
the Agent or such Purchaser (after payment of all Taxes) all such amounts
payable hereunder at the rates or in the amounts specified in this Agreement.
Whenever any Non-Excluded Taxes are payable by Premier or the Servicer, as
promptly as possible thereafter, Premier or the Servicer shall send to the
Agent for its own account or for the account of such Purchaser, as the case
may be, a certified copy of an original official receipt received
24
<PAGE>
by Premier or the Servicer showing payment thereof. If Premier or the Servicer
fails to pay any Non- Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required documentary evidence,
Premier or the Servicer shall indemnify the Agent and the Purchasers for such
Non-Excluded Taxes and any incremental Taxes that may become payable by the
Agent or any Purchaser as a result of any such failure.
Section 6.6. Allocations. All allocations to be made pursuant to the
foregoing provisions of this Article VI shall be made by the Agent in its
reasonable discretion and shall be binding on Premier. Should the Agent invoke
the indemnity provisions of this Article VI, then the Agent shall provide
Premier with one or more certificates setting forth amounts due, a description
of such event or circumstance by reason of which it has become entitled to
invoke this Article VI, and the basis of any calculations made which, in the
absence of material error, shall be conclusive and binding for all purposes.
Premier shall pay to the Agent the amount shown as due on any such certificate
within ten (10) Business Days after receipt of same. For all purposes of
determining materiality under this Article VI, no Person shall have the right
to receive any information other than its right to receive from the Agent (or
the applicable Funding Party) one or more certificates setting forth amounts
due, a description of such event or circumstance by reason of which it has
become entitled to invoke this Article VI, and the basis of any calculations
made.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Term of Agreement. This Agreement shall terminate when
all the Aggregate Unpaids have been paid in full. Notwithstanding the
foregoing, (i) the rights and remedies of the Agent and each Purchaser with
respect to any representation and warranty made, or deemed to be made, by
Premier, the Performance Guarantor or the Servicer, (ii) the indemnification
and payment provisions hereof (including Sections 6.1, 6.2, 6.3, 6.4 and 6.5),
and (iii) any other provision which by its own terms survives the termination
of this Agreement, shall be continuing and shall survive any termination of
this Agreement.
Section 7.2. Waivers; Amendments. No failure or delay on the part of
the Agent or any Purchaser in exercising any power, right, privilege or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right, privilege or remedy preclude any
other or further exercise thereof or the exercise of any other power, right,
privilege or remedy. The rights, powers, privileges and remedies herein
provided shall be cumulative and not exclusive of any rights, powers,
privileges or remedies provided by law. Any waiver of this Agreement shall be
effective only in the specific instance and for the specific purpose for which
given. No waiver, amendment, supplement or other modification to this
Agreement shall be effective unless in writing and signed by each of the
parties hereto.
Section 7.3. Notices. Except as provided below, all communications,
demands and notices provided for hereunder shall be in writing (including bank
wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to each other party at its address or telecopy number set forth
on its signature page of the Purchase Agreement or at such other address or
telecopy number as such party may hereafter specify for the purposes of notice
to such party. Each such notice or other communication shall be effective (i)
if given by telecopy, upon the receipt thereof, (ii) if given by mail,
25
<PAGE>
three (3) Business Days after the time such communication is deposited in the
mails with first-class postage prepaid or (iii) if given by any other means,
when received at the address specified in this Section 7.3; provided, however,
that, in the case of any notice to be given under Article II, such notice
shall not be effective until receipt thereof by the Person to whom such notice
is to be given. Notwithstanding the foregoing, if Premier makes Tranche Period
or Tranche Rate selections, it hereby authorizes the Agent to make such
selections based on telephonic notices made by any Person which the Agent in
good faith believes to be acting on behalf of Premier. Premier agrees to
deliver promptly to the Agent a written confirmation of each telephonic notice
signed by an authorized officer of Premier. Each Affiliated Entity, and the
Servicer, hereby authorizes the Agent, at the Agent's option, to tape record
all or any part of telephonic notices and any other related conversations. The
Agent's records as to all such matters shall be deemed correct. The absence of
any written confirmation shall not affect the validity of the notice. If the
written confirmation differs in any material respect from the action taken by
the Agent, the records of the Agent shall govern absent manifest error.
Section 7.4. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. Each Affiliated Entity,
and the Servicer, hereby submits to the nonexclusive jurisdiction of any
United States District Court for New York and of any New York state court
sitting in New York, New York for purposes of all legal proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby.
Each Affiliated Entity, and the Servicer, hereby irrevocably waives, to the
fullest extent it may effectively do so, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum. Nothing in this Section 7.4 shall
affect the right of the Agent or any Purchaser to bring any action or
proceeding against any Affiliated Entity, or the Servicer, or its property in
the courts of other jurisdictions.
Section 7.5. Further Assurances. Each Affiliated Entity, and the
Servicer, agrees, from time to time, to do and perform any and all acts and to
execute any and all further instruments required or reasonably requested by
the Agent to more fully effect the purposes of the Transaction Documents,
including the execution of any financing statements or continuation statements
relating to the Assets for filing under the provisions of the UCC of any
applicable jurisdiction.
Section 7.6. Waiver of Confidentiality. Anything herein to the
contrary notwithstanding, each Affiliated Entity, and the Servicer, hereby
consents to the disclosure of any nonpublic information with respect to it (i)
to the Funding Parties by other Funding Parties, and (ii) by the Funding
Parties to any prospective or actual assignee or participant of any of them
(only if such nonpublic information is accompanied by a statement that such
prospective or actual assignee or participant agrees, by receipt of such
information, to maintain the confidentiality of such information) or any
rating agency or provider of a surety, guaranty or credit or liquidity
enhancement to any of them or any entity organized for the purpose of
purchasing, or making loans secured by, financial assets for which ABN AMRO
provides managerial services or acts as the administrative agent, or the
administrator, the management company, any referral agent, any depositary or
issuing agent, any commercial paper dealer or placement agent of Windmill, or
any officers, directors, employees, outside accountants, auditors,
Governmental Authorities having jurisdiction over them or lawyers of any of
the foregoing. In addition, the Funding Parties may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction,
request or order of any judicial, administrative or regulatory authority or
proceedings (whether or not having the force and effect of law).
26
<PAGE>
Section 7.7. Confidentiality of Agreement. Unless otherwise agreed to
in writing by the Agent, each Affiliated Entity, and the Servicer, hereby
agrees that it will not disclose the contents of the Transaction Documents, or
any other confidential or proprietary information furnished by any Funding
Party, to any other Person except (i) its auditors and attorneys or (ii) as
otherwise required by applicable law or order of a court of competent
jurisdiction.
Section 7.8. Limitation of Liability. No claim may be made by Premier,
the Performance Guarantor, the Servicer or any other Person against any
Funding Party or their respective Affiliates, directors, officers, employees,
attorneys or agents for any special, indirect, consequential or punitive
damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by the
Transaction Documents, or any act, omission or event occurring in connection
therewith; and Premier, the Servicer and the Performance Guarantor for
themselves, and all other Persons claiming by or through them, hereby waive,
release and agree not to sue upon any claim for any such damages, whether or
not accrued and whether or not known or suspected to exist in its favor.
Section 7.9. Limitations Regarding Premier. (a) Agreement Not to
Petition. Each of the parties hereto and each Purchaser hereby covenants and
agrees that such Person shall not at any time institute against Premier any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Federal or state bankruptcy or
similar law.
(b) Limited Recourse. Notwithstanding any other provision of this
Agreement, all obligations and liabilities of Premier hereunder and under the
other Transaction Documents shall constitute Aggregate Unpaids and shall be
limited recourse to Premier, with such recourse being limited to the Assets.
(c) No Affect. Notwithstanding any of the limitations set forth in
this Section 7.9 with respect to Premier, none of the liabilities,
indemnifications, payments or other obligations or duties of the Performance
Guarantor, CCC or the Servicer shall in any way be limited, deferred or
otherwise affected by this Section 7.9 nor shall the application of this
Section 7.9 be interpreted in any manner which is inconsistent with the
Agent's ownership of the Assets or which limits, defers or otherwise affects
the ability of any Person to recover the Aggregate Unpaids from the Assets.
(d) Administration. Each of the parties to this Agreement hereby
acknowledges and agrees that each and every responsibility, function, duty and
agreement of Premier set forth herein will be performed by CCC for, in the
name of and on behalf of Premier, as Premier's administrative agent.
Section 7.10. Enforceability of Receivables. The obligations of each
Affiliated Entity, and the Servicer, under this Agreement shall not be
affected by reason of any invalidity, illegality or irregularity of any
Receivable or the sale of the Assets to the Agent hereunder.
Section 7.11. Third-Party Beneficiaries. The Purchasers are intended
to be third-party beneficiaries of this Agreement.
27
<PAGE>
Section 7.12. Agreement to Generic Provisions and Standard Provisions.
Each of the parties hereto hereby agrees to be bound by, and comply with, all
of the terms, provisions and agreements set forth in Schedules I and II. All
defined terms used therein, and not otherwise defined herein, shall have the
meanings ascribed to such terms in the other Transaction Documents; provided,
however, that the term "this Agreement" as used therein shall refer to this
Agreement. The provisions of Sections SP.2, SP.3, SP.5 and SP.6 shall survive
the termination of this Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
28
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date
hereof.
PREMIER AUTO RECEIVABLES
COMPANY, as Premier
By: /s/ D.M. Cantwell
-----------------
Name: D.M. Cantwell
Title: Vice President - Corporate Finance
Address: 27777 Franklin Road
Southfield, Michigan 48034-8286
Attention: Secretary
Telecopy: (810) 948-3148
Telephone: (810) 948-3060
CHRYSLER CREDIT CORPORATION,
individually and as the Servicer
By: /s/ D.M. Cantwell
-----------------
Name: D.M. Cantwell
Title: Vice President - Corporate Finance
Address: 27777 Franklin Road
Southfield, Michigan 48034-8286
Attention: Secretary
Telecopy: (810) 948-3148
Telephone: (810) 948-3060
CHRYSLER FINANCIAL CORPORATION,
as the Performance Guarantor
By: /s/ D.M. Cantwell
-----------------
Name: D.M. Cantwell
Title: Vice President - Corporate Finance
Address: 27777 Franklin Road
Southfield, Michigan 48034-8286
Attention: Secretary
Telecopy: (810) 948-3148
Telephone: (810) 948-3060
ABN AMRO BANK N.V., as the Agent
By: /s/ Robert J. Graff
-------------------
Name: Robert J. Graff
Title: Group Vice President
By: /s/ John Wm. Stanger
--------------------
Name: John Wm. Stanger
Title: Group Vice President
Address: Structured Finance, Asset
Securitization
135 South LaSalle Street
Chicago, IL 60674-9135
Attention: Purchaser Agent- Windmill
Telephone: (312) 904-2737
Telecopy: (312) 904-6376
29
EXHIBIT 10-PPPP
TERMS SCHEDULE
In Respect of
Chrysler Credit Canada Ltd. Purchase 1995-1
In consideration of the mutual covenants contained and incorporated
herein, the undersigned hereby agree as follows:
1. INTERPRETATION. Section 2.1(1) of the Master Receivables Purchase
Agreement (the "MRPA") dated as of November 29, 1994 between the undersigned
provides that the undersigned may execute and deliver a Terms Schedule which,
upon such execution and delivery, shall evidence their binding agreement with
respect to the purchase and sale of Secured Loans and Related Secured Loan
Rights. This executed Terms Schedule constitutes such an agreement. Except to
the extent modified, replaced, restated or supplemented herein, the terms and
conditions of the MRPA are incorporated by reference herein, mutatis mutandis.
The term "Purchase" when used herein means the purchase and sale of the
Secured Loans identified in the Appendix hereto and the Related Secured Loan
Rights. References herein to paragraphs are to the paragraphs of this Terms
Schedule and references to Sections and Exhibits are to the Sections and
Exhibits to the MRPA.
2. TYPE OF TRANSACTION. This Terms Schedule is not a Related Terms
Schedule at the date hereof, provided however that a Terms Schedule entered
into after the date hereof may provide that this Terms Schedule is a Related
Terms Schedule with respect to one or more Purchases effected after the date
hereof.
3. SPECIFIC TERMS. (1) Terms specific to the Purchase to which this
Terms Schedule relates are as follows:
Section 1.1
Closing Date for this Purchase: December 14, 1995
Cut-Off Date for this Purchase: December 6, 1995
Prepayment Amount for this Purchase: $86,413,394.50
Settlement Date for this Purchase means, in respect of the first
Settlement Period, January 31, 1996 and with respect to each
Settlement Period thereafter, the last Business Day of the calendar
month following such Settlement Period.
Settlement Period for this Purchase means, initially, the period from
the Cut-Off Date to and including January 5, 1996, thereafter, the
period from January 6, 1996 to January 31, 1996 inclusive, and
thereafter, each period from the day next following the last day of
the immediately preceding Settlement Period to and including the last
Business Day in the calendar month following the calendar
<PAGE>
- 2 -
month in which such previous Settlement Period ended, ending with the
calendar month following that in which the Final Collection Date
occurs.
Section 4.1(2)(d)
Financial Advisory Fee (Legal Fee): As agreed to by the parties
hereto.
Section 4.1(2)(d)
Structuring Fee: As agreed to by the parties hereto.
Section 5.1(o)
Used Vehicle Rate Percentage: 26.66%
(2) Terms specific to the Transaction to which this Terms Schedule (and all
Related Terms Schedules, if any) relates are as follows:
Section 1.1
Concentration Limit Percentage: 0.30%
Deferred Purchase Account Number: 0352515-06
Required APR Amount: 10.21%
Required Deferred Amount Floor: $172,826.79
Required Reserve Floor: $1,987,508.07
Reserve Rate: 5.75%
Section 1.1 - Replacement Definitions
"LOCK-UP EVENT" means, in respect of this Transaction, any of the
following events or circumstances:
(a) the Portfolio Loss Ratio is at any time equal to or greater
than 2.00%;
(b) the Portfolio Loss Ratio with respect to each of the last three
most recently completed Settlement Periods is at any time equal
to or greater than 1.75%;
<PAGE>
- 3 -
(c) the Portfolio Delinquency Ratio is at any time equal to or
greater than 1.875%;
(d) the Collector fails to make any payment or deposit to be made
by it hereunder when due and such failure remains unremedied
for two Business Days after written notice thereof from the
Purchaser;
(e) (i) either the Seller or Chrysler Financial shall generally not
pay its debts as they become due; or (ii) either the Seller or
Chrysler Financial shall admit in writing its inability to pay
its debts generally or shall make a general assignment for the
benefit of creditors; or (iii) any proceedings shall be
instituted by or against either the Seller or Chrysler
Financial seeking to adjudicate it as bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its
debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking the entry of an
order for relief by the appointment of a receiver, trustee,
custodian or other similar official for it or for any
substantial part of its property where any such proceeding has
not been stayed or dismissed within 45 days of a receiver,
trustee, custodian or other similar official being appointed
for it or any substantial part of its property; or (iv) either
the Seller or Chrysler Financial takes any corporate action to
authorize any of the actions described in this clause (e); and
(f) a default by the Seller or Chrysler Financial under a Hedging
Agreement entered into in respect of such Transaction; and
(g) on any Settlement Date, after resort to the Deferred Purchase
Account, in accordance with Sections 2.3(2), 2.3(4) and 2.4(1),
the amounts transferred to any other account of the Purchaser
pursuant to Sections 2.3(2), 2.3(3) and 2.3(4)(d) are less than
the amounts required to be transferred in accordance with such
Sections. For greater certainty, a Lock-Up Event will be deemed
to occur if the transfer required by Section 2.3(4)(d)(i) is
not made, notwithstanding that as a result of the Lock-Up Event
the required transfer will be that specified in Section
2.3(4)(d)(ii).
"PORTFOLIO DELINQUENCY RATIO" means, in respect of this Transaction,
on each Settlement Date, (but prior to the distributions contemplated by
Sections 2.3(2) and 2.3(3)), the average of (i) the Net Book Value of
Purchased Assets having Loan Receivables in excess of 10% of the amount of the
Billings for a calendar month past due by more than 60 days from their
contractual due date (without reference to any extension of such contractual
due date permitted in accordance with Section 6.2(c)), divided by (ii) the Net
Book Value of the Purchased Assets on the last day of such calendar month, as
determined with respect to each of the three most recently completed calendar
months and
<PAGE>
- 4 -
expressed as a percentage; provided that, for the first and second Settlement
Dates following the month in which the Closing Date occurs, the Portfolio
Delinquency Ratio shall be determined by reference only to the most recently
completed calendar month and the two most recently completed calendar months,
respectively.
"PORTFOLIO LOSS RATIO" means, in respect of this Transaction, on each
Settlement Date (but prior to the distributions contemplated by Sections
2.3(2) and 2.3(3)), the average of (i) the aggregate Losses incurred in a
calendar month, divided by (ii) the sum of the Liquidations with respect to
the Purchased Assets for such calendar month as determined with respect to
each of the four most recently completed calendar months and expressed as a
percentage; provided that, for the first, second and third Settlement Dates
following the month in which the Closing Date occurs, the Portfolio Loss Ratio
shall be determined by reference only to the most recently completed calendar
month, the two most recently completed calendar months and the three most
recently completed calendar months, respectively.
"REQUIRED DEFERRED AMOUNT" means, in respect of this Transaction, as
determined for each Settlement Date, the greater of (i) $172,826.79 and (ii)
the sum of (a) the product of (I) the greater of (A) 1% and (B) (1) if the
Portfolio Loss Ratio is equal to or less than 1.75%, 120%, or (2) if the
Portfolio Loss Ratio is greater than 1.75%, 240%, of the then current
Portfolio Loss Ratio and (II) the Program Amount at such time, as adjusted in
accordance with Sections 2.3(4) and 2.4(1)(a) on such Settlement Date and (b)
the product of (I) the greater of (x) zero and (y) the amount by which (1) the
Required APR Amount exceeds (2) the APR of the Purchased Assets as determined
with respect to the current Settlement Period and (II) the amount referred to
in (ii)(a)(II) above and (III) the remaining dollar weighted average
contractual life (in years) of the Purchased Assets (as calculated in the
manner set forth in Exhibit H), provided that at any time following the
occurrence of a Lock-Up Event, the Required Deferred Amount shall be equal to
the Program Amount.
Section 2.5(2)
Program Fee: As agreed to by the parties hereto.
4. HEDGING AGREEMENTS.
(a) Pursuant to the ISDA Master Agreement dated as of November 29,
1994 between the Purchaser and Chrysler Financial, an interest
rate cap will be purchased by the Purchaser from Chrysler
Financial on the Closing Date for $328,000. The interest rate
cap will require Chrysler Financial to pay to the Purchaser on
the last Business Day of each Settlement Period an amount equal
to the product of (i) the daily average of the Program Amount
for such Settlement Period, (ii) the amount, if any, by which
(a) the average of the 30 day CDOR, as defined in the 1991 ISDA
Definition
<PAGE>
- 5 -
(as published by the International Swaps and Derivatives
Association, Inc.) on each Business Day of such Settlement
Period exceeds (b) 8.23%, and (iii) the actual number of days
in such Settlement Period divided by 365.
(b) Pursuant to the ISDA Master Agreement dated as of December 15,
1993 between the Seller and Chrysler Financial, an interest
rate floor will be purchased by Chrysler Financial from the
Seller on the Closing Date for CAD $54,000. The interest rate
floor will require the Seller to pay to Chrysler Financial on
the last Business Day of each Settlement Period an amount equal
to the product of (i) the daily average of the Program Amount
for such Settlement Period, (ii) the amount, if any, by which
(a) 4.23% exceeds (b) the average of the 30 day CDOR, as
defined in the 1991 ISDA Definition (as published by the
International Swaps and Derivatives Association, Inc.) on each
Business Day of such Settlement Period, and (iii) the actual
number of days in such Settlement Period divided by 365.
<PAGE>
- 6 -
IN WITNESS WHEREOF the parties have executed this Terms Schedule to
evidence their agreement hereto as of the 14th day of December, 1995.
CHRYSLER CREDIT CANADA LTD.,
as Seller and Collector
By: /s/ D M. CANTWELL
-----------------------------
CORE TRUST, as Purchaser, by its
Servicing Agent, TORONTO DOMINION
SECURITIES INC.
By: /s/ WILLIAM FURLONG
-----------------------------
CHRYSLER FINANCIAL CORPORATION,
as Performance Guarantor
By: /s/ D M CANTWELL
-----------------------------
EXHIBIT 10-QQQQ
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 31, 1995, between
CHRYSLER FINANCIAL COMPANY, a Michigan corporation ("Financial"), and CHRYSLER
CREDIT CORPORATION, a Delaware corporation ("Credit"), ("Plan of Merger").
PREAMBLE
WHEREAS, the parties hereto desire that Credit merge into Financial
upon the terms and conditions herein set forth;
WHEREAS, the outstanding capital stock of Financial consists of
250,000 shares of Common Stock, par value $100 per share, all of which are
issued and outstanding and entitled to vote on this Plan of Merger, and
WHEREAS, the outstanding capital stock of Credit consists of 1000
shares of Common Stock, par value $100 per share, all of which are issued and
outstanding and entitled to vote on this Plan of Merger; and
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
MERGER
1.1 Merger and Surviving Corporation. At the Effective Time (as such
term is defined in Section 1.2), Credit shall be
<PAGE>
merged into Financial in accordance with Section 253 of the General
Corporation Law of the State of Delaware and Sections 711 of the Michigan
Business Corporation Act, and the separate existence and organization of
Credit shall cease. Financial(herein sometimes referred to as the "Surviving
Corporation") shall be the surviving corporation and shall continue its
corporate existence under the laws of the State of Michigan and shall succeed
to all property, rights, assets, liabilities and obligations of Credit.
1.2. Effective Time. The merger of Credit into Financial shall become
effective at the close of business in Southfield, Michigan on December 31,
1995 (the "Effective Time").
ARTICLE II
ARTICLES OF INCORPORATION; BY-LAWS;
BOARD OF DIRECTORS; OFFICERS
2.1 Articles of Incorporation. The Articles of Incorporation of
Financial in effect immediately prior to the Effective Time shall continue as
the Articles of Incorporation of the Surviving Corporation.
2.2 By-Laws. The By-Laws of Financial as in effect immediately prior
to the Effective Time shall continue as the By-Laws of the Surviving
Corporation.
- 2 -
<PAGE>
2.3 Directors and Officers. The directors and officers of Financial
immediately prior to the Effective Time shall continue as the directors and
officers of the Surviving Corporation, to hold office subject to the Articles
of Incorporation and By-Laws of the Surviving Corporation and the Michigan
Business Corporation Act.
ARTICLE III
CONVERSION OF SHARES OF STOCK
3.1. Conversion of Shares. At the Effective Time:
(a) Common Stock of Financial. Each share of Common Stock issued
and outstanding at the Effective Time shall be and continue to be an issued
and outstanding share of Common Stock of the Surviving Corporation.
(b) Common Stock of Credit. Each share of Common Stock of Credit
issued and outstanding at the Effective Time shall be surrendered to the
Surviving Corporation and canceled, and no cash or securities or other
property shall be issued in respect thereof.
- 3 -
<PAGE>
ARTICLE IV
MISCELLANEOUS
4.1 Termination. This Plan of Merger and all obligations hereunder
may be terminated and abandoned at any time prior to the Effective Time by the
mutual consent of the Boards of Directors of Financial and Credit.
4.2 Counterparts. This Plan of Merger may be executed in one or more
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
- 4 -
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be executed by its duly authorized officers as of the date first
above written.
ATTEST: CHRYSLER FINANCIAL CORPORATION
By: /s/ R. A. Link By: /s/ Darrell L. Davis
-------------- --------------------
ATTEST: CHRYSLER CREDIT CORPORATION
By: /s/ R. A. Link By: /s/ Darrell L. Davis
-------------- --------------------
- 5 -
Exhibit 12-A
<TABLE>
<CAPTION>
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net Earnings before cumulative
effect of changes in accounting
principles $ 339 $ 195 $ 159 $ 180 $ 276
Add back:
Taxes on income 183 120 108 115 126
Fixed charges 927 772 810 1,045 1,471
------ ------ ------ ------ ------
Earnings available
for fixed charges $1,449 $1,087 $1,077 $1,340 $1,873
====== ====== ====== ====== ======
Fixed charges:
Interest expense $ 910 $ 754 $ 791 $1,022 $1,446
Rent 17 18 19 23 25
------ ------ ------ ------ ------
Total fixed charges $ 927 $ 772 $ 810 $1,045 $1,471
====== ====== ====== ====== ======
Ratio of earnings to fixed charges 1.56 1.41 1.33 1.28 1.27
====== ====== ====== ====== ======
</TABLE>
The ratios of earnings to fixed charges have been computed by dividing
earnings before income taxes and fixed charges by fixed charges. Fixed charges
consist of interest, amortization of debt discount and expense, and rentals.
Rentals included in fixed charges are the portion of total rent expense
representative of the interest factor (deemed to be one-third).
Exhibit 12-B
CHRYSLER CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1995 1994 1993 1992 1991(1)
---- ---- ---- ---- ----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Net earnings (loss) from continuing
operations before cumulative
effect of changes in accounting
principles $2,121 $3,713 $2,415 $ 505 $ (538)
Add back:
Taxes on income 1,328 2,117 1,423 429 (272)
Fixed charges 1,359 1,267 1,433 1,732 2,179
Amortization of previously
capitalized interest 103 87 94 87 86
Deduct:
Capitalized interest 204 177 176 176 162
Undistributed earnings from
less than fifty-percent owned
affiliates $ 18 15 2 7 11
------ ------ ------ ------ ------
Earnings available for fixed charges $4,689 $6,992 $5,187 $2,570 $1,282
====== ====== ====== ====== ======
Fixed charges:
Interest expense $ 995 $ 937 $1,104 $1,405 $1,869
Interest expense of unconsolidated
subsidiaries -- -- -- -- --
Capitalized interest 204 177 176 176 162
Credit line commitment fees 10 10 10 10 15
Interest portion of rent expense 150 143 143 139 126
Gross-up of preferred stock
dividends of majority-owned
subsidiaries (CFC)to a pre-tax
basis -- -- -- 2 7
------ ------ ------ ------ ------
Total fixed charges $1,359 $1,267 $1,433 $1,732 $2,179
====== ====== ====== ====== ======
Ratio of earnings to fixed charges 3.45 5.52 3.62 1.48 .59
====== ====== ====== ====== ======
Preferred stock dividend requirements 33 125 127 128 --
====== ====== ====== ====== ======
Ratio of earnings to fixed charges
and preferred stock dividend
requirements 3.37 5.02 3.33 1.38 --
====== ====== ====== ====== ======
Equity taken up in earnings of less
than fifty-percent owned affiliates $ 18 $ 15 $ 2 $ 11 $ 13
Deduct - Dividends paid by affiliates -- -- -- 4 2
------ ------ ------ ------ ------
Undistributed earnings from less
than fifty-percent owned affiliates $ 18 $ 15 $ 2 $ 7 $ 11
====== ====== ====== ====== ======
<FN>
(1) In 1991, earnings were not sufficient to cover fixed charges. The coverage
deficiency was $897 million.
</TABLE>
The ratio of earnings to fixed charges is computed by dividing earnings
available for fixed charges by total fixed changes. The ratio of earnings to
fixed changes 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 23
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-64179 and 33-55787 of Chrysler Financial Corporation (a subsidiary of
Chrysler Corporation) on Form S-3 of our report dated January 18, 1996
appearing in this Annual Report on Form 10-K of Chrysler Financial
Corporation for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
January 18, 1996
_______________
Deloitte Touche
Tohmatsu
International
_______________
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of Chrysler Financial Corporation hereby severally
constitutes and appoints D. M. Cantwell, T. L. Hackman, Byron C.
Babbish and T. F. Gilman, or any one or more of them, to be his
agents, proxies and attorneys-in-fact, to sign and execute in
his name, place and stead and on his behalf, and to file with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended, the Form 10-K Annual Report of
Chrysler Financial Corporation for the fiscal year ended December
31, 1995, and any and all amendments to such Annual Report that
may be necessary or desirable, hereby approving, ratifying and
confirming all that the aforesaid agents, proxies and attorneys-
in-fact do, or that any one of them does, on his behalf pursuant
to this Power.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 19th day of January, 1996.
/s/ T. P. Capo /s/ D. L. Davis
- ---------------------- ------------------------
T. P. Capo D. L. Davis
/s/ R. J. Eaton /s/ R. A. Lutz
- ---------------------- ------------------------
R. J. Eaton R. A. Lutz
/s/ W. J. O'Brien III /s/ T. W. Sidlik
- ---------------------- ------------------------
W. J. O'Brien III T. W. Sidlik
/s/ G. C. Valade
--------------------
G. C. Valade
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CHRYSLER FINANCIAL CORPORATION'S FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> $ 476
<SECURITIES> 674
<RECEIVABLES> 15,377
<ALLOWANCES> 578
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,084
<DEPRECIATION> 257
<TOTAL-ASSETS> 17,835
<CURRENT-LIABILITIES> 236
<BONDS> 11,769
0
0
<COMMON> 25
<OTHER-SE> 3,302
<TOTAL-LIABILITY-AND-EQUITY> 17,835
<SALES> 0
<TOTAL-REVENUES> 2,439
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 665
<LOSS-PROVISION> 342
<INTEREST-EXPENSE> 910
<INCOME-PRETAX> 522
<INCOME-TAX> 183
<INCOME-CONTINUING> 339
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 339
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
