FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934.
For the quarterly period ended September 30, 1997
-----------------------------
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from --------- to ----------
Commission file number 1-5966
---------
Chrysler Financial Corporation
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3058
------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes_ X__ No ____
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of September
30, 1997.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>
Chrysler Financial Corporation and Subsidiaries
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information. Results for interim periods should not be considered
indicative of results for a full year. Reference should be made to the
financial statements contained in the registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "10-K Report").
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Net Earnings
(in millions of dollars)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1997 1996 1997 1996
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Finance Revenue:
Automotive:
Retail $ 200 $ 160 $ 536 $ 543
Wholesale and other 81 128 357 427
Vehicles leased - rents and fees 90 77 247 183
Nonautomotive 31 45 83 105
----- ----- ------ ------
Total finance revenue 402 410 1,223 1,258
Interest expense 210 178 609 605
Depreciation on vehicles leased 45 24 113 68
----- ----- ------ ------
Net margin 147 208 501 585
Other Revenues:
Servicing fee income 77 78 239 221
Insurance premiums earned 31 33 90 98
Investment and other income 167 77 389 257
----- ----- ------ ------
Net margin and other revenues 422 396 1,219 1,161
----- ----- ------ ------
Costs and Expenses:
Operating and other expenses 123 137 391 388
Provision for credit losses 111 92 297 247
Insurance losses and loss adjustment expenses 20 23 66 73
----- ----- ------ ------
Total costs and expenses 254 252 754 708
----- ----- ------ ------
Earnings before income taxes 168 144 465 453
Provision for income taxes 57 50 158 160
----- ----- ------ ------
Net Earnings $ 111 $ 94 $ 307 $ 293
===== ===== ====== ======
</TABLE>
Consolidated Statement of Shareholder's Investment
(in millions of dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Balance at beginning of period $3,288 $3,302
Net earnings 307 293
Common stock dividends (300) (300)
Net unrealized holding gains (losses) on securities 9 (11)
------ ------
Balance at end of period $3,304 $3,284
====== ======
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Consolidated Balance Sheet
(in millions of dollars)
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ------------ -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Assets:
Finance receivables - net (Note 1) $10,995 $11,158 $10,515
Retained interests in sold receivables - net (Notes 1 and 4) 3,961 3,153 2,925
------- ------- -------
Total finance receivables and retained interests - net 14,956 14,311 13,440
Cash and cash equivalents 287 230 420
Marketable securities 413 472 723
Vehicles leased - net 1,386 614 644
Dealership properties leased - net 295 319 340
Repossessed collateral 100 146 145
Loans and other amounts due from affiliated companies 1,187 859 414
Other assets 650 582 586
------- ------- -------
Total Assets $19,274 $17,533 $16,712
======= ======= =======
Liabilities:
Debt (Note 3) $12,584 $11,245 $10,520
Accounts payable, accrued expenses and other 1,612 1,372 1,287
Deferred income taxes 1,774 1,628 1,621
------- ------- -------
Total Liabilities 15,970 14,245 13,428
Shareholder's Investment 3,304 3,288 3,284
------- ------- -------
Total Liabilities and Shareholder's Investment $19,274 $17,533 $16,712
======= ======= =======
<FN>
Prior periods reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Consolidated Statement of Cash Flows
(in millions of dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 307 $ 293
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Net gains from receivable sales (164) (113)
Provision for credit losses 297 247
Depreciation and amortization 129 86
Change in deferred income taxes and income taxes payable 142 130
Change in amounts due from affiliated companies (80) 1
Change in accounts payable, accrued expenses
and other 59 (132)
-------- --------
Net cash provided by operating activities 690 512
-------- --------
Cash Flows From Investing Activities:
Acquisitions of finance receivables (56,703) (55,334)
Collections of finance receivables 18,991 18,490
Sales of finance receivables 37,083 37,425
Purchases of marketable securities (1,404) (714)
Sales and maturities of marketable securities 1,475 1,646
Change in loans to affiliated companies (248) (277)
Purchases of vehicles leased (977) (353)
Sales of vehicles leased 77 39
Other 34 25
-------- --------
Net cash (used in) provided by investing activities (1,672) 947
-------- --------
Cash Flows From Financing Activities:
Change in short-term notes (319) (1,312)
Issuance of term debt 3,734 1,082
Repayment of term debt (2,287) (1,064)
Change in bank borrowings - International 40 82
Payment of dividends (300) (300)
Other 171 (3)
-------- --------
Net cash provided by (used in) financing activities 1,039 (1,515)
-------- --------
Change in cash and cash equivalents 57 (56)
Cash and cash equivalents at beginning of year 230 476
-------- --------
Cash and Cash Equivalents at End of Period $ 287 $ 420
======== ========
<FN>
During 1996, the Company acquired $1.0 billion of marketable securities in
non-cash transactions relating to the securitization of retail receivables.
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Finance Receivables and Retained Interests - Net
- ---------------------------------------------------------
Outstanding balances of "Finance receivables - net" were as follows (in
millions of dollars):
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ----------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Automotive:
Retail $ 5,222 $ 4,710 $ 5,295
Wholesale and other 3,240 3,755 2,152
Retained senior interests in sold
wholesale receivables* 58 677 968
---------- --------- --------
Total automotive 8,520 9,142 8,415
---------- --------- --------
Nonautomotive:
Leveraged leases 2,501 1,952 1,931
Commercial 173 252 348
---------- --------- --------
Total nonautomotive 2,674 2,204 2,279
---------- --------- --------
Total finance receivables 11,194 11,346 10,694
Allowance for credit losses (199) (188) (179)
---------- --------- --------
Total finance receivables - net $ 10,995 $ 11,158 $ 10,515
========== ========= ========
<FN>
* Represents receivables held in trust eligible to be securitized or
returned to the Company.
</TABLE>
The Company's retained interests are generally restricted and subject to
credit risk. The following is a summary of amounts included in "Retained
interests in sold receivables - net" (in millions of dollars):
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ------------ -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Cash and investments $ 1,670 $ 506 $ 685
Subordinated interests in receivables 2,135 2,543 2,125
Residual cash flows 259 202 191
Other 234 237 238
Allowance for credit losses (337) (335) (314)
---------- --------- --------
Total retained interests in sold receivables - net $ 3,961 $ 3,153 $ 2,925
========== ========= ========
</TABLE>
The Company's total allowance for credit losses is as follows (in millions of
dollars):
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ----------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Allowance for credit losses deducted from:
Finance receivables $ 199 $ 188 $ 179
Retained interests in sold receivables 337 335 314
Vehicles leased 10 3 5
---------- ---------- -------
Total $ 546 $ 526 $ 498
========== ========== =======
</TABLE>
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - Sales of Receivables
- -----------------------------
The Company sells receivables subject to limited credit risk. Outstanding
balances of sold finance receivables, excluding retained senior interests in
sold wholesale receivables, were as follows (in millions of dollars):
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ------------ -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Retail $15,262 $15,048 $14,510
Wholesale 7,424 8,014 6,860
------- ------- -------
Total $22,686 $23,062 $21,370
======= ======= =======
</TABLE>
Gains and losses from the sales of receivables are recognized in the period
in which such sales occur. Provisions for expected credit losses are
generally provided during the period in which such receivables are acquired.
Since the allowance for credit losses is separately provided prior to the
receivable sales, gains from receivable sales are not reduced for expected
credit losses. Gains on wholesale receivable sales, net of amortization,
totaled $23 million for the nine months ended September 30, 1997, pursuant to
the implementation of Statement of Financial Accounting Standards ("SFAS")
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," which became effective January 1, 1997.
Gains on retail receivable sales totaled $141 million and $113 million for
the nine months ended September 30, 1997 and 1996, respectively. The
provision for credit losses related to such sales amounted to $189 million
and $165 million for the nine months ended September 30, 1997 and 1996,
respectively.
The Company is committed to sell all wholesale receivables related to certain
dealer accounts.
Note 3 - Debt
- -------------
<TABLE>
<CAPTION>
Weighted Average
Interest Rates at September 30, December 31, September 30,
Maturity (in millions of dollars) September 30, 1997 1997 1996 1996
- --------------------------------- ------------------ ------------ ---------- ------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Short-term notes placed primarily in the
open market:
United States $ 1,467 $ 2,008 $ 478
Canada 830 608 645
------- ------- -------
Total short-term notes (primarily
commercial paper) 4.9% 2,297 2,616 1,123
------- ------- -------
Bank borrowings - International 3.6% 130 90 82
------- ------- -------
Senior Term Debt:
United States, due
1996 -- -- 892
1997 6.1% 741 2,877 2,877
1998 6.4% 2,309 2,309 2,309
1999 7.7% 2,709 1,531 1,531
2000 6.4% 1,825 788 777
2001 5.7% 401 376 376
Thereafter 6.0% 574 49 49
------- ------- -------
Total United States 8,559 7,930 8,811
Canada, due 1996-2000 6.0% 1,323 505 441
------- ------- -------
Total senior term debt 9,882 8,435 9,252
Other borrowings 8.4% 275 104 63
------- ------- -------
Total debt $12,584 $11,245 $10,520
======= ======= =======
</TABLE>
7
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - continued
- ------- --------------------------------
Chrysler Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3 - Debt - continued
- -------------------------
The Company has contractual debt maturities at September 30, 1997, as
follows: 1997 - $3.5 billion (including $2.3 billion of short-term notes with
an average remaining term of 35 days); 1998 - $2.6 billion; 1999 - $3.3
billion; 2000 - $2.2 billion; 2001 - $0.4 billion; and thereafter - $0.6
billion.
Credit Facilities
During the second quarter of 1997, the Company renegotiated and extended the
revolving credit facilities, which total $8.0 billion, and consist of a $2.0
billion facility expiring in April, 1998, and a $6.0 billion facility
expiring in April, 2002. These facilities include $1.0 billion allocated to
Chrysler Credit Canada Ltd. As of September 30, 1997, $8.7 million was
outstanding under these facilities, supporting International operations.
Note 4 - New Accounting Standard
- --------------------------------
Effective January 1, 1997, the Company adopted the SFAS No. 125, which
requires retail and wholesale receivable sales occurring after December 31,
1996 to be accounted for as sales when legal and effective control over
transferred receivables is surrendered.
8
<PAGE>
Chrysler Financial Corporation and Subsidiaries
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Financial Review
Chrysler Financial Corporation and its consolidated subsidiaries' (the
"Company") net earnings were $111 million and $307 million for the three and
nine months ended September 30, 1997, respectively, compared to $94 million
and $293 million for the comparable periods of 1996. The increase in net
earnings for the three months ended September 30, 1997, primarily reflects an
increase in gains from sales of retail receivables, partially offset by an
increase in provisions for credit losses.
Automotive volume totaled $20.6 billion and $61.7 billion for the three and
nine months ended September 30, 1997, respectively, compared to $17.1 billion
and $57.1 billion for the comparable periods of 1996. United States
penetration and the number of vehicles financed for the three and nine months
ended September 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
United States Penetration:
Retail and lease 27% 20% 27% 19%
Wholesale 73% 75% 71% 73%
Number of New Chrysler Vehicles
Financed in the United States
(in thousands):
Retail 149 117 472 365
Wholesale 355 405 1,211 1,339
</TABLE>
The increase in retail and lease penetration for the three and nine months
ended September 30, 1997, compared to 1996 is primarily due to new marketing
programs to customers and dealers initiated during 1997.
Finance revenue totaled $402 million and $1,223 million for the three and
nine months ended September 30, 1997, respectively, compared to $410 million
and $1,258 million for the comparable periods of 1996. Income from sold
wholesale receivables was reflected in Finance revenue prior to 1997.
Effective January 1, 1997, gains from sales of wholesale receivables are
reported in Investment and other income, in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 125.
A comparison of the borrowing costs is shown in the following table:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
(dollars in millions)
<S> <C> <C> <C> <C>
Interest expense $ 210 $ 178 $ 609 $ 605
Average borrowings $12,840 $10,163 $12,425 $11,586
Average effective cost
of borrowings 6.4% 7.0% 6.5% 7.0%
</TABLE>
The decline in the average effective borrowing costs for the three and nine
months ended September 30, 1997, compared to 1996, primarily reflects lower
market interest rates in the United States and Canada.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
---------------------------------------------------------
Financial Review (continued)
Depreciation on vehicles leased for the three and nine months ended September
30, 1997, totaled $45 million and $113 million, respectively, compared to $24
million and $68 million for the comparable periods of 1996. The increase was
due to the higher level of vehicles leased, primarily in Canada.
Investment and other income totaled $167 million and $389 million for the
three and nine months ended September 30, 1997, respectively, compared to $77
million and $257 million for the comparable periods of 1996. The increase in
Investment and other income reflects higher gains on sold receivables.
Operating and other expenses totaled $123 million and $391 million for the
three and nine months ended September 30, 1997, respectively, compared to
$137 million and $388 million for the comparable periods of 1996. Operating
and other expenses for the third quarter of 1996 include costs associated
with early retirement packages offered to employees. The increase in
Operating and other expenses for the nine months ended September 30, 1997,
primarily reflects higher average finance receivables managed.
Provision for credit losses for the three and nine months ended September 30,
1997, totaled $111 million and $297 million, respectively, compared to $92
million and $247 million for the comparable periods of 1996.
Net credit loss experience, including net losses on receivables sold subject
to limited credit risk, for the three and nine months ended September 30,
1997 and 1996 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
(in millions of dollars)
<S> <C> <C> <C> <C>
Net Credit Losses:
Automotive $ 107 $ 77 $ 268 $ 253
Nonautomotive 1 30* 7 35*
----- ----- ----- -----
Total $ 108 $ 107 $ 275 $ 288
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Annualized Net Credit Losses to Three Months Ended Nine Months Ended
Average Receivables Outstanding: September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Automotive 1.24% 0.93% 1.03% 1.00%
Nonautomotive 0.06% 3.57% 0.27% 1.41%
Total 1.13% 1.18% 0.96% 1.04%
<FN>
*Includes a gross write-down of $34 million of a nonautomotive investment,
approximately $20 million of which was provided for in prior periods.
</TABLE>
During the third quarter of 1997, the Company experienced higher credit
losses on automotive retail receivables. The Company attributes the increases
in credit losses to higher levels of repossessions due to the continued
deterioration of the consumer credit environment. Increased automotive credit
loss experience may continue while actions are taken to improve the credit
mix, collections and servicing of the Company's retail receivables. No assurance
can be given as to future results.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
---------------------------------------------------------
Financial Review (continued)
The Company's allowance for credit losses totaled $546 million, $526 million,
and $498 million at September 30, 1997, December 31, 1996, and September 30,
1996, respectively. The allowance for credit losses as a percentage of
related finance receivables outstanding, including sold receivables, was 1.58
percent at September 30, 1997, 1.52 percent at December 31, 1996, and 1.54
percent at September 30, 1996.
The Company's portfolio of receivables and leases managed, which includes
receivables owned and receivables serviced for others, totaled $38.8 billion
at September 30, 1997, compared to $39.1 billion at December 31, 1996, and
$36.3 billion at September 30, 1996. Receivables and leases serviced for
others totaled $28.5 billion at September 30, 1997, compared to $27.8 billion
at December 31, 1996, and $25.9 billion at September 30, 1996.
Total assets at September 30, 1997, were $19.3 billion, compared to $17.5
billion at December 31, 1996, and $16.7 billion a year ago. The increase in
total assets is primarily attributable to the increase in retained interests
in sold receivables, and the higher balance of vehicles leased.
Total debt outstanding at September 30, 1997, was $12.6 billion, compared to
$11.2 billion at December 31, 1996 and $10.5 billion a year ago. The increase
in total debt is attributable to the need to fund higher automotive volume.
The Company's debt-to-equity ratio was 3.8 to 1 at September 30, 1997,
compared to 3.4 to 1 at December 31, 1996, and 3.2 to 1 at September 30, 1996.
Liquidity and Capital Resources
Receivable sales continued to be a significant source of funding in the first
nine months of 1997 as the Company realized $6.1 billion of net proceeds from
the sale of automotive retail receivables, compared to $5.9 billion of net
proceeds in the same period of 1996. Securitization of revolving wholesale
account balances provided funding which aggregated $7.0 billion and $5.8
billion at September 30, 1997 and 1996, respectively.
At September 30, 1997, the Company had contractual debt maturities of $3.5
billion during the remainder of 1997 (including $2.3 billion of short-term
notes), $2.6 billion in 1998 and $3.3 billion in 1999.
During the second quarter of 1997, the Company renegotiated and extended the
revolving U.S. and Canadian credit facilities which total $8.0 billion, and
consist of a $2.0 billion facility expiring in April, 1998 and a $6.0 billion
facility expiring in April, 2002. These facilities include $1.0 billion
allocated to Chrysler Credit Canada Ltd.
The Company paid dividends to Chrysler Corporation totaling $106 million and
$300 million for the three and nine months ended September 30, 1997,
respectively, compared to $118 million and $300 million for the comparable
periods of 1996.
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.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
---------------------------------------------------------
Financial Review (continued)
New Accounting Standards
In June, 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income," effective for fiscal years
beginning after December 15, 1997. This statement establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. This statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements. Based on
current accounting standards, this new accounting statement is not expected to
have a material impact of the Company's consolidated financial statements. The
Company will adopt this accounting standard on January 1, 1998, as required.
In September, 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," effective for financial statements
for periods beginning after December 15, 1997. This statement establishes
standards for reporting information about operating segments in annual
financial statements and requires that enterprises report selected information
about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographic areas and major customers. The Company has not determined
the impact that the adoption of this new accounting standard will have on its
consolidated financial statement disclosures. The Company will adopt this
accounting standard on January 1, 1998, as required.
Review by Independent Public Accountants
Deloitte & Touche LLP, the Company's independent public accountants,
performed a review of the financial statements for the three and nine months
ended September 30, 1997 and 1996 in accordance with the standards for such
reviews established by the American Institute of Certified Public
Accountants. The review did not constitute an audit, and accordingly,
Deloitte & Touche LLP did not express an opinion on the aforementioned data.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ------ ------------------------------------------------------------
(Omitted in accordance with general instruction H)
12
<PAGE>
Chrysler Financial Corporation and Subsidiaries
PART II. OTHER INFORMATION
--------------------------
ITEM 2. CHANGES IN SECURITIES
- ------- ---------------------
(Omitted in accordance with general instruction H)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ------- -------------------------------
(Omitted in accordance with general instruction H)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
(Omitted in accordance with general instruction H)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
(a) The following exhibits are filed as a part of this report:
Exhibits
- --------
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of Indenture, dated as of June 15, 1984, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company, as
Trustee, United States Trust Company of New York, as successor
Trustee, related to Senior Debt Securities of Chrysler Financial
Corporation. Filed as Exhibit (1) to the Current Report of
Chrysler Financial Corporation on Form 8-K, dated June 26, 1984,
and incorporated herein by reference.
4-B Copy of Supplemental Indenture, dated as of August 24, 1995,
between Chrysler Financial Corporation and the United States
Trust Company of New York, as Trustee, to the Indenture, dated as
of June 15, 1984, related to Senior Debt Securities of Chrysler
Financial Corporation. Filed as Exhibit 4-K to the Current Report
of Chrysler Financial Corporation on Form 8-K, dated August 24,
1995, and incorporated herein by reference.
4-C Copy of Indenture, dated as of September 15, 1986, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-E to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-D Copy of 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.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
4-E Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-L to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
4-F Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit
4-M to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-G Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. Filed as
Exhibit 4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1992, and
incorporated herein by reference.
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.
15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-G Copy of Short Term Revolving Credit Agreement, dated as of April
24, 1997, 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, 1997, and
incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of April
24, 1997, 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, 1997, and
incorporated herein by reference.
10-I 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-J 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-K 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-L 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-M 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-N 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-O 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.
16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-P 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-Q 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-R 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-S 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-T 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-U 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-V 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-W 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-X 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.
17
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-Y 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-Z 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-AA 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-BB 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-CC 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-DD 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-EE 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-FF 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-GG 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.
18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-HH 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-II 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-JJ 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-KK 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-LL 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-MM 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-NN 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-OO 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-PP 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.
19
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-QQ 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-RR 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-SS 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-TT 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-UU 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-VV 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-WW 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-XX 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-YY Copy of Series 1995-4 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4. Filed as
Exhibit 4-AA to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
20
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-ZZ 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-AAA 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-BBB 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-CCC Copy of Receivables Purchase Agreement, dated as of December 14,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company, Chrysler Credit Corporation, and ABN AMRO
Bank N.V., as Agent, with respect to the sale of retail
automotive receivables to Windmill Funding Corporation, Series
1995-2. Filed as Exhibit 10-KKKK to the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated herein by reference.
10-DDD 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-EEE 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-FFF 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-GGG 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-HHH Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
14, 1995, with respect to CORE Trust 1995-1. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation
for the year ended December 31, 1995, and incorporated herein by
reference.
21
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-III Copy of Agreement and Plan of Merger, dated as of December 31,
1995, between Chrysler Financial Corporation and Chrysler Credit
Corporation, providing for the merger of these two corporations
on December 31, 1995, with Chrysler Financial Corporation being
the surviving corporation. Filed as Exhibit 10-QQQQ to the Annual
Report of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated by reference.
10-JJJ Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Receivables 1995-4.
Filed as Exhibit 4.1 to the Annual Report on Form 10-K of Premier
Auto Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-KKK Copy of Certificate of Trust of Premier Auto Trust 1995-4. Filed
as Exhibit 3 to the Annual Report on Form 10-K of Premier Auto
Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-LLL Copy of Indenture, dated as of November 1, 1995, between Premier
Auto Trust 1995-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.2
to the Annual Report on Form 10-K of Premier Auto Trust 1995-4
for the year ended December 31, 1995, and incorporated herein by
reference.
10-MMM Copy of Sale and Servicing Agreement, dated as of November 1,
1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-4. Filed as Exhibit 4.3 to the Annual
Report on Form 10-K of Premier Auto Trust 1995-4 for the year
ended December 31, 1995, and incorporated herein by reference.
10-NNN Copy of Receivables Purchase Agreement, dated as of May 30, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation, and ABN AMRO Bank, N.V., as Agent, with respect to
the sale of retail automotive receivables to Windmill Funding
Corporation, Series 1996-1. Filed as Exhibit 10-OOOO to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended June 30, 1996, and incorporated herein by
reference.
10-OOO Copy of Certificate of Trust of Premier Auto Trust 1996-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-PPP Copy of Amended and Restated Trust Agreement, dated as of March
1, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1996-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-QQQ Copy of Indenture, dated as of March 1, 1996, between Premier
Auto Trust 1996-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
10-RRR Copy of Sale and Servicing Agreement, dated as of March 1, 1996,
between Premier Auto Trust 1996-1 and Chrysler Financial
Corporation (excluding Schedules A and C), for Premier Auto Trust
1996-1. Filed as Exhibit 4.3 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated by reference.
22
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-SSS Copy of Receivables Sale Agreement, dated as of June 27, 1996,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Asset Securitization Cooperative Corporation and Canadian
Imperial Bank of Commerce, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-TTT Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Berkeley
Federal Bank & Trust, F.S.B. Filed as Exhibit 10-IIII to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-UUU Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Blackrock
Capital Finance, L.P. Filed as Exhibit 10-JJJJ to the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-VVV Copy of Certificate of Trust of Premier Auto Trust 1996-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-WWW Copy of Amended and Restated Trust Agreement, dated as of May 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-XXX Copy of Indenture, dated as of May 1, 1996, between Premier Auto
Trust 1996-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-2 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-YYY Copy of Sale and Servicing Agreement, dated as of May 1, 1996,
between Premier Auto Trust 1996-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-ZZZ Copy of Certificate of Trust of Premier Auto Trust 1996-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-AAAA Copy of Amended and Restated Trust Agreement, dated as of June 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-BBBB Copy of Indenture, dated as of June 1, 1996, between Premier Auto
Trust 1996-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-3 for the quarter ended June 30, 1996,
and incorporated herein by reference.
23
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-CCCC Copy of Sale and Servicing Agreement, dated as of June 1, 1996,
between Premier Auto Trust 1996-3 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-DDDD Copy of Receivables Sale Agreement, dated as of November 25,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation, and
Canadian Imperial Bank of Commerce, as Administrative Agent.
Filed as Exhibit 10-OOOO to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-EEEE Copy of Certificate of Trust of Premier Auto Trust 1996-4. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference. Filed as Exhibit 10-PPPP to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-FFFF Copy of Amended and Restated Trust Agreement, dated as of August
1, 1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-GGGG Copy of Indenture, dated as of August 1, 1996, between Premier
Auto Trust 1996-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-HHHH Copy of Sale and Servicing Agreement, dated as of August 1, 1996,
between Premier Auto Trust 1996-4 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1996-4. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-IIII Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Monte Rosa Capital Corporation, and Union Bank of
Switzerland, New York Branch, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
10-JJJJ Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Old Line Funding Corp., and Royal Bank of Canada, as
Agent. Filed as Exhibit 10-UUUU to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-KKKK Copy of Receivables Sale Agreement, dated as of December 18,
1996, among Chrysler Credit Canada Ltd., Chrysler Financial
Corporation, Canadian Master Trust, and Nesbitt Burns, Inc. Filed
as Exhibit VVVV to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
24
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
10-LLLL Copy of Loan Agreement, dated as of August 1, 1996, between
Chrysler Canada Ltd. and Chrysler Credit Canada Ltd., with
respect to Gold Key Leasing. Filed as Exhibit 10-WWWW to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-MMMM Copy of Series 1996-1 Supplement, dated as of September 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-EE to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-NNNN Copy of Series 1996-2 Supplement, dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-FF to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-OOOO Copy of Certificate of Trust of Premier Auto Trust 1997-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-PPPP Copy of Amended and Restated Trust Agreement, dated as of March
1, 1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-QQQQ Copy of Indenture, dated as of March 1, 1997, between Premier
Auto Trust 1997-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-1 of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-RRRR Copy of Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1997-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-SSSS Copy of Receivables Sale Agreement, dated as of April 29, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Windmill Funding Corporation, and ABN AMRO Bank N.V., as
Administrative Agent. Filed as Exhibit 10-SSSS to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-TTTT Copy of Receivables Sale Agreement, dated as of June 16, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Park Avenue Receivables Corporation, and the Chase Manhattan
Bank, as Funding Agent. Filed as Exhibit 10-TTTT to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-UUUU Copy of Receivable Sales Agreement, dated as of September 29,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Thunder Bay Funding Inc., and Royal Bank of Canada,
as Agent.
25
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED
- ------- --------------------------------------------
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter in lieu of Consent.
27 Financial Data Schedule.
Copies of instruments defining the rights of holders of long-term
debt of the registrant and its consolidated subsidiaries, other
than the instruments copies of which are filed with this report
as Exhibit 4-A, 4-B, 4-C, 4-D, 4-E, 4-F, and 4-G thereto, have
not been filed as exhibits to this report since the amount of
securities authorized under any one of such instruments does not
exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registration agrees to
furnish to the Commission a copy of each such instrument upon
request.
(b) The registrant filed the following report on Form 8-K during the
quarter ended September 30, 1997:
<TABLE>
<CAPTION>
Date of Report Date Filed Item Reported
-------------- ---------- -------------
<S> <C> <C>
September 8, 1997 September 9, 1997 5
Financial Statements Filed
--------------------------
None
</TABLE>
26
<PAGE>
Chrysler Financial Corporation and Subsidiaries
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chrysler Financial Corporation
(Registrant)
Date: October 10, 1997 By: s/T. F. Gilman
---------------------
T. F. Gilman
Vice President and Controller
Principal Accounting Officer
<PAGE>
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<PAGE>
EXHIBIT INDEX
-------------
Chrysler Financial Corporation and Subsidiaries
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler
Financial Corporation as adopted and filed with the Corporation
Division of the Michigan Department of Treasury on October 1,
1971. Filed as Exhibit 3-A to Registration No. 2-43097 of
Chrysler Financial Corporation, and incorporated herein by
reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 26, 1975, April 23,
1985 and June 21, 1985, respectively. Filed as Exhibit 3-B to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1985, and incorporated herein by
reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on August 12, 1987 and August
14, 1987, respectively. Filed as Exhibit 3 to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1987, and incorporated herein by
reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on December 11, 1987 and
January 25, 1988, respectively. Filed as Exhibit 3-D to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on June 13, 1989 and June 23,
1989, respectively. Filed as Exhibit 3-E to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on September 13, 1989, January
31, 1990 and March 8, 1990, respectively. Filed as Exhibit 3-E to
the Annual Report of Chrysler Financial Corporation on Form 10-K
for the year ended December 31, 1989, and incorporated herein by
reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of
Commerce of the State of Michigan on March 29, 1990 and May 10,
1990. Filed as Exhibit 3-G to the Quarterly Report of Chrysler
Financial Corporation on Form 10-Q for the quarter ended March
31, 1990, and incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended
to March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended
to August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report
of Chrysler Financial Corporation on Form 10-Q for the quarter
ended September 30, 1990, and incorporated herein by reference.
E-1
<PAGE>
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 Indenture, dated as of February 15, 1988, between
Chrysler Financial Corporation and Manufacturers Hanover Trust
Company, Trustee, United States Trust Company of New York, as
successor Trustee, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-A to Registration No.
33-23479 of Chrysler Financial Corporation, and incorporated
herein by reference.
4-E Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York,
as successor Trustee, to the Indenture, dated as of February 15,
1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-L to the
Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1987, and incorporated herein by
reference.
4-F Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of
New York, as successor Trustee, to the Indenture, dated as of
February 15, 1988, between such parties, related to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit
4-M to the Quarterly Report of Chrysler Financial Corporation on
Form 10-Q for the quarter ended September 30, 1990, and
incorporated herein by reference.
4-G Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as successor Trustee, to the Indenture,
dated as of February 15, 1988 between such parties, relating to
Chrysler Financial Corporation Senior Debt Securities. Filed as
Exhibit 4-N to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended June 30, 1992, and
incorporated herein by reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968,
among Chrysler Financial Corporation, Chrysler Corporation and
Chrysler Motors Corporation. Filed as Exhibit 13-D to
Registration Statement No. 2-32037 of Chrysler Financial
Corporation, and incorporated herein by reference.
E-2
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 13-B to Registration Statement No.
2-40110 of Chrysler Financial Corporation and Chrysler
Corporation, and incorporated herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit 5-C to Registration
Statement No. 2-49615 of Chrysler Financial Corporation, and
incorporated herein by reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler
Financial Corporation, Chrysler Corporation and Chrysler Motors
Corporation, further amending the Income Maintenance Agreement
among such parties. Filed as Exhibit D to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H
to Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler
Financial Corporation, Chrysler Holding Corporation (now known as
Chrysler Corporation) and Chrysler Corporation (now known as
Chrysler Motors Corporation) further amending the Income
Maintenance Agreement among such parties. Filed as Exhibit 10-F
to the Annual Report of Chrysler Financial Corporation on Form
10-K for the year ended December 31, 1986, and incorporated
herein by reference.
10-G Copy of Short Term Revolving Credit Agreement, dated as of April
24, 1997, 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, 1997, and
incorporated herein by reference.
10-H Copy of Long Term Revolving Credit Agreement, dated as of April
24, 1997, 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, 1997, and
incorporated herein by reference.
10-I 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-J 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.
E-3
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-K 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-L 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-M 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-N 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-O 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-P 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-Q 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-R 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-S 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.
E-4
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-T 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-U 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-V 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-W 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-X 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-Y 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-Z 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-AA 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-BB 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.
E-5
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-CC 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-DD 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-EE 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-FF 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-GG 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-HH 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-II 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-JJ 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-KK Copy of Indenture, dated as of August 1, 1994, between Premier
Auto Trust 1994-4 and Bankers Trust Company, as Indenture
Trustee. Filed as Exhibit 4.2 to the Quarterly Report on Form
10-Q of Premier Auto Trust 1994-4 for the quarter ended September
30, 1994, and incorporated herein by reference.
E-6
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-LL 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-MM 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-NN 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-OO 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-PP 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-QQ 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-RR 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-SS 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-TT 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.
E-7
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-UU 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-VV 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-WW 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-XX 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-YY Copy of Series 1995-4 Supplement, dated as of April 30, 1995,
among U.S. Auto Receivables Company, Chrysler Credit Corporation
and Manufacturers and Traders Trust Company, as Trustee, with
respect to CARCO Auto Loan Master Trust Series 1995-4. Filed as
Exhibit 4-AA to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 of CARCO Auto Loan Master Trust, and
incorporated herein by reference.
10-ZZ 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-AAA 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-BBB 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-CCC Copy of Receivables Purchase Agreement, dated as of December 14,
1995, among Chrysler Financial Corporation, Premier Auto
Receivables Company, Chrysler Credit Corporation, and ABN AMRO
Bank N.V., as Agent, with respect to the sale of retail
automotive receivables to Windmill Funding Corporation, Series
1995-2. Filed as Exhibit 10-KKKK to the Annual Report on Form
10-K of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated herein by reference.
E-8
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-DDD 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-EEE 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-FFF 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-GGG 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-HHH Copy of Terms Schedule among Chrysler Credit Canada Ltd., CORE
Trust and Chrysler Financial Corporation, dated as of December
14, 1995, with respect to CORE Trust 1995-1. Filed as Exhibit
10-PPPP to the Annual Report of Chrysler Financial Corporation
for the year ended December 31, 1995, and incorporated herein by
reference.
10-III Copy of Agreement and Plan of Merger, dated as of December 31,
1995, between Chrysler Financial Corporation and Chrysler Credit
Corporation, providing for the merger of these two corporations
on December 31, 1995, with Chrysler Financial Corporation being
the surviving corporation. Filed as Exhibit 10-QQQQ to the Annual
Report of Chrysler Financial Corporation for the year ended
December 31, 1995, and incorporated by reference.
10-JJJ Copy of Amended and Restated Trust Agreement, dated as of
November 1, 1995, among Premier Auto Receivables Company,
Chrysler Financial Corporation and Chemical Bank Delaware, as
Owner Trustee, with respect to Premier Auto Receivables 1995-4.
Filed as Exhibit 4.1 to the Annual Report on Form 10-K of Premier
Auto Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-KKK Copy of Certificate of Trust of Premier Auto Trust 1995-4. Filed
as Exhibit 3 to the Annual Report on Form 10-K of Premier Auto
Trust 1995-4 for the year ended December 31, 1995, and
incorporated herein by reference.
10-LLL Copy of Indenture, dated as of November 1, 1995, between Premier
Auto Trust 1995-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1995-4. Filed as Exhibit 4.2
to the Annual Report on Form 10-K of Premier Auto Trust 1995-4
for the year ended December 31, 1995, and incorporated herein by
reference.
10-MMM Copy of Sale and Servicing Agreement, dated as of November 1,
1995, among Premier Auto Trust 1995-4, Chrysler Credit
Corporation and Chrysler Financial Corporation, with respect to
Premier Auto Trust 1995-4. Filed as Exhibit 4.3 to the Annual
Report on Form 10-K of Premier Auto Trust 1995-4 for the year
ended December 31, 1995, and incorporated herein by reference.
E-9
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-NNN Copy of Receivables Purchase Agreement, dated as of May 30, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation, and ABN AMRO Bank, N.V., as Agent, with respect to
the sale of retail automotive receivables to Windmill Funding
Corporation, Series 1996-1. Filed as Exhibit 10-OOOO to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended June 30, 1996, and incorporated herein by
reference.
10-OOO Copy of Certificate of Trust of Premier Auto Trust 1996-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-PPP Copy of Amended and Restated Trust Agreement, dated as of March
1, 1996, among Premier Auto Receivables Company, Chrysler
Financial Corporation and Chemical Bank Delaware, as Owner
Trustee, with respect to Premier Auto Trust 1996-1. Filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-1 for the quarter ended March 31, 1996, and
incorporated herein by reference.
10-QQQ Copy of Indenture, dated as of March 1, 1996, between Premier
Auto Trust 1996-1 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-1. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated herein by reference.
10-RRR Copy of Sale and Servicing Agreement, dated as of March 1, 1996,
between Premier Auto Trust 1996-1 and Chrysler Financial
Corporation (excluding Schedules A and C), for Premier Auto Trust
1996-1. Filed as Exhibit 4.3 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-1 for the quarter ended March 31,
1996, and incorporated by reference.
10-SSS Copy of Receivables Sale Agreement, dated as of June 27, 1996,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Asset Securitization Cooperative Corporation and Canadian
Imperial Bank of Commerce, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-TTT Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Berkeley
Federal Bank & Trust, F.S.B. Filed as Exhibit 10-IIII to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-UUU Copy of Asset Purchase Agreement, dated as of August 30, 1996,
between Chrysler First Business Credit Corporation and Blackrock
Capital Finance, L.P. Filed as Exhibit 10-JJJJ to the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-VVV Copy of Certificate of Trust of Premier Auto Trust 1996-2. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-2 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-WWW Copy of Amended and Restated Trust Agreement, dated as of May 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-2. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-2 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
E-10
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-XXX Copy of Indenture, dated as of May 1, 1996, between Premier Auto
Trust 1996-2 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-2. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-2 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-YYY Copy of Sale and Servicing Agreement, dated as of May 1, 1996,
between Premier Auto Trust 1996-2 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-2. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-2 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-ZZZ Copy of Certificate of Trust of Premier Auto Trust 1996-3. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-3 for the quarter ended June 30, 1996, and
incorporated herein by reference.
10-AAAA Copy of Amended and Restated Trust Agreement, dated as of June 1,
1996, among Premier Auto Receivables Company, Chrysler Financial
Corporation, and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1996-3. Filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q of Premier Auto Trust 1996-3 for
the quarter ended June 30, 1996, and incorporated herein by
reference.
10-BBBB Copy of Indenture, dated as of June 1, 1996, between Premier Auto
Trust 1996-3 and The Bank of New York, as Indenture Trustee
(excluding Schedule A), with respect to Premier Auto Trust
1996-3. Filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1996-3 for the quarter ended June 30, 1996,
and incorporated herein by reference.
10-CCCC Copy of Sale and Servicing Agreement, dated as of June 1, 1996,
between Premier Auto Trust 1996-3 and Chrysler Financial
Corporation (excluding Schedules A and C), with respect to
Premier Auto Trust 1996-3. Filed as Exhibit 4.3 to the Quarterly
Report on Form 10-Q of Premier Auto Trust 1996-3 for the quarter
ended June 30, 1996, and incorporated herein by reference.
10-DDDD Copy of Receivables Sale Agreement, dated as of November 25,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Asset Securitization Cooperative Corporation, and
Canadian Imperial Bank of Commerce, as Administrative Agent.
Filed as Exhibit 10-OOOO to the Annual Report on Form 10-K of
Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-EEEE Copy of Certificate of Trust of Premier Auto Trust 1996-4. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference. Filed as Exhibit 10-PPPP to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-FFFF Copy of Amended and Restated Trust Agreement, dated as of August
1, 1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
10-GGGG Copy of Indenture, dated as of August 1, 1996, between Premier
Auto Trust 1996-4 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1996-4. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1996-4
for the quarter ended September 30, 1996, and incorporated herein
by reference.
E-11
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-HHHH Copy of Sale and Servicing Agreement, dated as of August 1, 1996,
between Premier Auto Trust 1996-4 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1996-4. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1996-4 for the quarter ended September 30, 1996, and
incorporated herein by reference.
10-IIII Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Monte Rosa Capital Corporation, and Union Bank of
Switzerland, New York Branch, as Administrative Agent. Filed as
Exhibit 10-TTTT to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
10-JJJJ Copy of Receivables Sale Agreement, dated as of December 12,
1996, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Old Line Funding Corp., and Royal Bank of Canada, as
Agent. Filed as Exhibit 10-UUUU to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1996, and incorporated herein by reference.
10-KKKK Copy of Receivables Sale Agreement, dated as of December 18,
1996, among Chrysler Credit Canada Ltd., Chrysler Financial
Corporation, Canadian Master Trust, and Nesbitt Burns, Inc. Filed
as Exhibit VVVV to the Annual Report on Form 10-K of Chrysler
Financial Corporation for the year ended December 31, 1996, and
incorporated herein by reference.
10-LLLL Copy of Loan Agreement, dated as of August 1, 1996, between
Chrysler Canada Ltd. and Chrysler Credit Canada Ltd., with
respect to Gold Key Leasing. Filed as Exhibit 10-WWWW to the
Annual Report on Form 10-K of Chrysler Financial Corporation for
the year ended December 31, 1996, and incorporated herein by
reference.
10-MMMM Copy of Series 1996-1 Supplement, dated as of September 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-EE to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-NNNN Copy of Series 1996-2 Supplement, dated as of November 30, 1996,
among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York, as
Trustee, with respect to CARCO Auto Loan Master Trust. Filed as
Exhibit 4-FF to the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1996, and
incorporated herein by reference.
10-OOOO Copy of Certificate of Trust of Premier Auto Trust 1997-1. Filed
as Exhibit 3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-PPPP Copy of Amended and Restated Trust Agreement, dated as of March
1, 1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, and Chase Manhattan Bank Delaware, as Owner Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.1
to the Quarterly Report on Form 10-Q of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
10-QQQQ Copy of Indenture, dated as of March 1, 1997, between Premier
Auto Trust 1997-1 and The Bank of New York, as Indenture Trustee,
with respect to Premier Auto Trust 1997-1. Filed as Exhibit 4.2
to the Quarterly Report on Form 10-1 of Premier Auto Trust 1997-1
for the quarter ended March 31, 1997, and incorporated herein by
reference.
E-12
<PAGE>
EXHIBIT INDEX - CONTINUED
-------------------------
10-RRRR Copy of Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 and Chrysler Financial
Corporation, with respect to Premier Auto Trust 1997-1. Filed as
Exhibit 4.3 to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1997-1 for the quarter ended March 31, 1997, and
incorporated herein by reference.
10-SSSS Copy of Receivables Sale Agreement, dated as of April 29, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Windmill Funding Corporation, and ABN AMRO Bank N.V., as
Administrative Agent. Filed as Exhibit 10-SSSS to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-TTTT Copy of Receivables Sale Agreement, dated as of June 16, 1997,
among Premier Receivables L.L.C., Chrysler Financial Corporation,
Park Avenue Receivables Corporation, and the Chase Manhattan
Bank, as Funding Agent. Filed as Exhibit 10-TTTT to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein by
reference.
10-UUUU Copy of Receivables Sale Agreement, dated as of September 29,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation, Thunder Bay Funding Inc., and Royal Bank of Canada,
as Agent.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios
of Earnings to Fixed Charges and Preferred Stock Dividend
Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter in lieu of Consent.
27 Financial Data Schedule.
E-13
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EXHIBIT 10.UUUU
- -----------------------------------------------------------------------------
RECEIVABLES SALE AGREEMENT
Dated as of September 29, 1997
among
PREMIER RECEIVABLES L.L.C.
as Seller,
CHRYSLER FINANCIAL CORPORATION
as Servicer,
THUNDER BAY FUNDING INC.
as Purchaser
and
ROYAL BANK OF CANADA
as Agent
- -----------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I: DEFINITIONS.................................................... 1
ARTICLE II: THE SALE AND PURCHASE......................................... 12
SECTION 2.1. Sale and Purchase................................. 2
SECTION 2.2. Purchase Price.................................... 3
SECTION 2.3. Seller's Optional Termination..................... 3
ARTICLE III: FEES AND EXPENSES............................................ 13
SECTION 3.1. Determination of Carrying Costs.................. 13
(a) Purchase Discount................................ 14
(b) Servicer Fee..................................... 15
SECTION 3.2. Interest on Unpaid Amounts....................... 15
ARTICLE IV: CONDITIONS PRECEDENT TO PURCHASE.............................. 16
SECTION 4.1. Conditions Precedent to Purchase................. 16
(a) Absence of Liens................................. 16
(b) Financing Statements............................. 16
(c) Schedule of Contracts............................ 16
(d) Seller Resolutions............................... 16
(e) Servicer Resolutions............................. 17
(f) Legal Opinion of Counsel to the Seller and the
Servicer......................................... 17
(g) Good Standing Certificates....................... 17
(h) Representations and Covenants.................... 17
(i) Other Documents.................................. 18
(j) Upfront Fee...................................... 18
ARTICLE V: SETTLEMENT PROCEDURES.......................................... 18
SECTION 5.1. Collections...................................... 18
SECTION 5.2. Application of Collections....................... 18
SECTION 5.4. Application of Collections on Settlement Dates... 19
SECTION 5.5. Servicer Report.................................. 19
SECTION 5.6. Repurchase Obligations........................... 19
i
<PAGE>
ARTICLE VI: SERVICING OF RECEIVABLES.................................... 19
SECTION 6.1. Appointment and Duties of Servicer............... 19
SECTION 6.2. Replacement of Servicer.......................... 20
SECTION 6.3. Custody of Receivable Files...................... 22
SECTION 6.4. Duties of Servicer as Custodian.................. 22
SECTION 6.5. Effective Period and Termination................. 23
ARTICLE VII: REPRESENTATIONS AND WARRANTIES............................... 23
SECTION 7.1. Representations and Warranties of the Seller
and the Servicer................................. 23
ARTICLE VIII: COVENANTS................................................... 25
SECTION 8.1. Affirmative Covenants of the Seller and
the Servicer..................................... 25
SECTION 8.2. Reporting Requirements of the Servicer........... 26
SECTION 8.3. Negative Covenants of the Seller and
the Servicer..................................... 26
SECTION 8.4. Protection of the Purchaser's Interest........... 27
ARTICLE IX: AGENT......................................................... 27
SECTION 9.1. Appointment of Agent............................. 27
ARTICLE X: MISCELLANEOUS................................................. 28
SECTION 10.1. Amendments, Etc.................................. 28
SECTION 10.2. Notices, Etc..................................... 28
SECTION 10.3. No Waiver; Remedies.............................. 28
SECTION 10.4. Binding Effect; Assignability.................... 28
SECTION 10.5. Governing Law.................................... 29
SECTION 10.6. Construction of the Agreement.................... 29
SECTION 10.7. No Proceedings................................... 29
SECTION 10.8. Confidentiality.................................. 29
SECTION 10.9. Execution in Counterparts........................ 30
SECTION 10.10. Indemnification by Seller of Investors, etc...... 30
EXHIBITS
EXHIBIT A - Form of Servicer Report
EXHIBIT B - Form of Opinion of Counsel
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RECEIVABLES SALE AGREEMENT, dated as of September 29, 1997,
among PREMIER RECEIVABLES L.L.C., a Michigan limited liability company, as
the "Seller," CHRYSLER FINANCIAL CORPORATION, a Michigan corporation, as the
initial "Servicer," THUNDER BAY FUNDING INC., a Delaware corporation, as the
"Purchaser," and ROYAL BANK OF CANADA, a Canadian chartered bank acting
through its New York Branch, as the "Agent" for the Investors.
ARTICLE I: DEFINITIONS
"Adverse Claim" means any mortgage, pledge, security
interest, hypothecation, assignment, deposit arrangement, encumbrance, lien
(consensual, statutory or other), charge, security arrangement, or any other
encumbrance or other right or claim in, of or on any Person's assets or
properties in favor of any other Person, of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic
effect as any of the foregoing).
"Agent" means Royal Bank of Canada, a Canadian chartered
bank acting through its New York Branch, and any successor or assign thereof
under Section 9.1.
"Agreement" means this Receivables Sale Agreement, as it
may be amended from time to time.
"Aggregate Principal Balance" means, at any time, the
aggregate Principal Balance of all Purchased Receivables at such time.
"Amount Financed" means (i) with respect to any Receivable
that is not a Balloon Payment Receivable, the amount advanced under such
Receivable toward the purchase price of the Financed Vehicle and any related
costs, exclusive of any amount allocable to the premium of force-placed
physical damage insurance covering the Financed Vehicle; and (ii) with
respect to a Balloon Payment Receivable, an amount equal to the present value
of the fixed level payment monthly installments (not including the amount
designated as the
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Balloon Payment) under the Balloon Payment Receivable, assuming that each
payment is made on the due date in the month in which such payment is due,
discounted at the APR for such Balloon Payment Receivable.
"Annual Percentage Rate" or "APR" of a Receivable means the
annual rate of finance charges stated in the related Contract.
"Balloon Payment" means, for any Receivable, the dollar
amount of any payment which is not a level monthly payment (other than the
first or last payment made on the Receivable which is minimally different
from the other level payments).
"Balloon Payment Program" means a retail installment sale
program in which the final payment is a Balloon Payment and the Balloon
Payment may be made by the Obligor by (i) payment in full in cash of the
Balloon Payment, (ii) return of the Financed Vehicle to the Servicer in lieu
of paying the Balloon Payment in cash provided that certain conditions are
satisfied or (iii) refinancing the Balloon Payment in accordance with certain
conditions.
"Balloon Payment Receivable" means any Contract listed on
the Schedule of Contracts that provides for amortization of the loan over a
series of fixed level payment monthly installments in accordance with the
actuarial method, the simple interest method or the Rule of 78s, but also
requires a final payment that is greater than the scheduled monthly payments
and is due after payment of such scheduled monthly payments and that may be
made by (i) payment in full in cash of a Balloon Payment, (ii) return of the
Financed Vehicle to the Servicer provided certain conditions are satisfied or
(iii) refinancing the Balloon Payment in accordance with certain conditions.
"Business Day" means any day other than a day on which
banks are not authorized to be open or required to be closed in New York
City.
"Carrying Costs" means, for each Settlement Period, an
amount equal to the sum of:
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(i) (PD + PF) x DSP x AI
---
360
plus
(ii) SF x DP x APB
--
360
where PD = Purchase Discount
PF = Program Fee
SF = Servicer Fee
DSP = the number of days in such
Settlement Period
DP = thirty days, except for the
initial Settlement Period when
it shall be the number of days
from the Cut-Off Date to
September 30, 1997
AI = the average daily Investment for
such Settlement Period
APB = the Aggregate Principal Balance
on the first day of such Settlement
Period.
"Carrying Costs True-up Amount" has the meaning assigned to
that term in Section 3.1(a).
"Certificate of Title" means any certificate, instrument or
other document issued by a state or other governmental authority in respect
of any motor vehicle for the purpose of evidencing the ownership of, or any
Adverse Claim in or against, such motor vehicle.
"CFC" means Chrysler Financial Corporation, a Michigan
corporation.
"Collection" means any amount paid by an Obligor or any
other party with respect to a Purchased Receivable, including Liquidation
Proceeds.
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"Collection Period" means a calendar month, or, in the case
of the initial Collection Period, the period beginning on the Cut-off Date
and ending on the last day of September, 1997.
"Contract" means, with respect to any Receivable, any and
all instruments, agreements, invoices or other writings pursuant to which
such Receivable arises or which evidence such Receivable.
"Credit and Collection Policy" means the credit and
collection policies and practices of the Servicer and any successor Servicer
relating to Receivables and Contracts, such policies being subject to
unilateral revision or modification at any time by the Servicer or successor
Servicer.
"Credit Facilities" means each of the committed loan
facilities, lines of credit, letters of credit and other forms of credit
enhancement available to the Purchaser which are not Liquidity Facilities.
"Cut-Off Date" means September 17, 1997.
"Dealer" means an automobile or light-duty truck dealership
located within the United States at or through which a Financed Vehicle shall
have been purchased or is proposed to be purchased.
"Delinquency Ratio" means, as of the last calendar day of
any month, a fraction, expressed as a percentage, the numerator of which is
the sum of the Principal Balances of all Receivables which were Delinquent
Receivables as of the last calendar day of such month and the last calendar
day of each of the two immediately preceding months, to the extent such
preceding months exist, and the denominator of which is the sum of the
Aggregate Principal Balance on such last calendar day of such month and on
the last calendar day of each of the two immediately preceding months, to the
extent such preceding months exist.
"Delinquent Receivable" means any Receivable which has 10%
or more of a scheduled payment past due for more than 60 days.
"Designated Account" means an account in the name of and
owned by the Agent, designated by the Agent in a writing delivered to the
Seller pursuant to the provisions of Section 5.1, for the purpose of
receiving Collections of Purchased Receivables.
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"Eligible Receivable" means, as of the Cut-Off Date, any
Receivable:
(i) the Obligor of which (a) is a resident of the United
States and (b) is not an affiliate of the originating Dealer or any
of the parties hereto,
(ii) the Obligor of which (a) is not the Obligor of any
Receivable which has 10% or more of a scheduled payment past due for
more than 60 days and (b) is not the subject of any bankruptcy,
insolvency or reorganization proceeding or any other proceeding
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,
(iii) which is "chattel paper" within the meaning of
Section 9-105 of the UCC of all applicable jurisdictions,
(iv) which is denominated and payable only in United States
dollars in the United States,
(v) which (a) has been originated in the United States by
a Dealer for the retail sale of a Financed Vehicle in the ordinary
course of such Dealer's business and (b) satisfies all applicable
requirements of the Credit and Collection Policy,
(vi) which arises under a Contract (a) which, together
with such Receivable, is (1) in full force and effect and
constitutes the legal, valid and binding obligation of the related
Obligor, enforceable against such Obligor in accordance with its
terms, and (2) subject to no dispute, offset, counterclaim or other
defense, and (b) with respect to which (x) no default, breach,
violation, or event permitting acceleration under the terms thereof
has occurred and (y) there has not arisen any condition that, with
notice or lapse of time or both, would constitute a default, breach,
violation or event permitting acceleration under the terms thereof,
(vii) which, together with the related Contract, (a)
is secured by a perfected, valid, subsisting and enforceable first
priority security interest in favor of CFC in the related Financed
Vehicle, (b) contains customary and enforceable provisions such that
the rights and remedies of the holder of such security interest are
adequate for realization against the collateral of the benefits of
the security, and (c) was originated and transferred to the
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Seller without any conduct constituting fraud or misrepresentation
on the part of the applicable Dealer, CFC or the Seller,
(viii) which, together with the related Contract,
immediately following the execution of such Contract, was purchased
by (and the originating Dealer has validly assigned all of its
right, title and interest therein to) CFC, which, in turn, has sold
such Receivable to the Seller, and such purchase and assignment of
such Receivable, such Contract and the Related Security to CFC is
expressly contemplated in such Contract,
(ix) which, together with the Contract related
thereto, does not contravene any laws, rules or regulations
applicable thereto (including, without limitation, laws, rules and
regulations relating to usury, truth in lending, fair credit
billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy) and with respect to which no part
of the Contract related thereto is in violation of any such law,
rule or regulation,
(x) the Financed Vehicle securing which (a) is free and
clear of any Adverse Claim other than the security interest therein
then being assigned by the Seller to the Agent for the benefit of
the Investors, and no enforcement action, whether by repossession or
otherwise, has been taken with respect to such Financed Vehicle, and
(b) is covered by the Required Insurance in respect of such Financed
Vehicle, and such Required Insurance is in full force and effect,
and the proceeds of the Required Insurance has been assigned to the
Seller and such proceeds are fully assignable to the Agent, for the
benefit of the Investors,
(xi) as to which the Agent has not notified the Seller
that such Receivable or class of Receivables is not acceptable as an
Eligible Receivable, including, without limitation, because such
Receivable arises under a Contract that is not acceptable,
(xii) with respect to the outstanding balance
thereof, (a) the related Contract requires that payment in full of
such outstanding balance is scheduled to be made (1) not earlier
than three months after, and (2) not later than 60 months after the
date any interest therein is purportedly transferred to the Agent
for the benefit of the Investors hereunder and (b) such outstanding
balance is scheduled to be paid in equal consecutive
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<PAGE>
monthly installments, unless such Receivable arises under a Balloon
Payment Program, and
(xiii) which Receivable bears interest at the per
annum rate stated on the face of the related Contract, which per
annum rate remains fixed during the term of such Receivable and
accrued interest on such Receivable is payable monthly, in arrears.
"Fee Agreement" means the agreement, dated as of the date
hereof, between the Agent and the Seller with respect to fees paid in
connection with this Agreement, as the same may be amended from time to time.
"Finance Charges" means, with respect to any Receivable and
its related Contract, any finance, interest or similar charges paid by an
Obligor pursuant to such Contract, including, without limitation, any charge
paid in connection with any extension or adjustment under such Contract
(without regard to whether any such extension or adjustment is permitted
under the terms of this Agreement).
"Financed Vehicle" means an automobile or light-duty truck,
together with all accessions thereto, securing an Obligor's indebtedness
under the applicable Contract.
"Hedging Proceeds" means any amount payable by CFC to the
Agent under an interest rate cap confirmation, dated as of September 29,
1997, as the same may be amended.
"Insolvency Event" means, with respect to a specified
Person, (a) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial
part of its property in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect,
or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part
of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or the consent by such
Person to the entry of an order for relief in an involuntary case under any
such law, or the
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<PAGE>
consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making by such Person of any general assignment for the benefit of creditors,
or the failure by such Person generally to pay its debts as such debts become
due, or the taking of action by such Person in furtherance of any of the
foregoing.
"Insurance Policy" means (i) any comprehensive and
collision, fire, theft or other insurance policy maintained by an Obligor in
which the Servicer is named as loss payee with respect to one or more
Financed Vehicles, and (ii) any credit, life or disability insurance
maintained by an Obligor in connection with any Contract.
"Investment" means the aggregate amount of cash paid by the
Purchaser to the Seller for the Purchase, less the amount of all Collections
received and applied as reductions of Investment pursuant to Article V.
"Investor" means the Purchaser and all other owners by
assignment or otherwise of a Receivable (originally purchased by the
Purchaser) or any interest therein and, to the extent of the undivided
interests so purchased, shall include any participants.
"Liquidated Receivable" means any Receivable liquidated by
the Servicer through the sale of a Financed Vehicle or otherwise.
"Liquidation Proceeds" means, with respect to any
Liquidated Receivable, the monies collected in respect thereof, from whatever
source, net of the sum of any amounts expended by the Servicer in connection
with such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Receivable.
"Liquidity Facilities" means each of the loan facilities,
asset purchase agreements, lines of credit and other financial accommodations
available to the Purchaser to support the liquidity of the Purchaser's
commercial paper notes and medium term notes.
"Net Loss" for a month means the sum of the Aggregate
Principal Balance of all Purchased Receivables which are deemed to be
uncollectible for
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<PAGE>
such month, minus any Liquidation Proceeds received during such month, plus
any losses resulting from disposition expenses paid during such month.
"Net Loss Ratio" means, as of the last day of any month, a
fraction, expressed as a percentage, the numerator of which is the product of
(i) the sum of the Net Loss for such month and the two immediately preceding
months, to the extent such months exist, and (ii) a factor of 12 divided by
the number of months included in the sum in clause (i), and the denominator
of which is the average of the Aggregate Principal Balance on the first day
of the month and the first day of the two immediately preceding months, to
the extent such months exist.
"Obligor" means any Person which is obligated to make
payment on a Receivable.
"Person" means any corporation, natural person, firm, joint
venture, partnership, limited liability company, trust, unincorporated
organization, enterprise, government or any department or agency of any
government.
"Precomputed Receivable" means any Receivable under which
the portion of a payment allocable to earned interest (which may be referred
to in the related Contract as an add-on finance charge) and the portion
allocable to the Amount Financed is determined according to the sum of
periodic balances or the sum of monthly balances or any equivalent method or
which is a monthly actuarial receivable.
"Principal Balance" means with respect to any Receivable
the outstanding principal balance thereof determined in accordance with the
Credit and Collection Policy and the Servicer's customary calculation
methods, provided, that with respect to a Receivable identified as a Balloon
Payment Receivable, the Principal Balance shall not include the Balloon
Payment.
"Program Fee" means the fee specified as such in the Fee
Agreement which shall include all annual expenses, including but not limited
to legal fees, audit fees, filing and administrative fees, liquidity and
credit enhancement fees and dealer commissions.
"Purchase" has the meaning assigned to that term in Section
2.1.
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"Purchase Date" means the date on which the conditions
precedent to the Purchase described in Section 4.1 have been satisfied or
waived.
"Purchase Discount" has the meaning assigned to that term
in Section 3.1(a).
"Purchased Receivable" means an Eligible Receivable arising
under a Contract listed on the Schedule of Contracts delivered to the Agent
prior to the Purchase Date being sold to the Purchaser under this Agreement.
Each Purchased Receivable is a Simple Interest Receivable.
"Purchaser" means Thunder Bay Funding Inc. and any
successor or assign of the Purchaser that is a receivables investment company
which in the ordinary course of its business issues commercial paper or other
securities to fund its acquisition and maintenance of receivables.
"Receivable" means the indebtedness and other obligations
of an Obligor arising under a Contract, whether such indebtedness or other
obligations constitute accounts, chattel paper, instruments or general
intangibles, and including, without limitation, the obligation to pay any
Finance Charges with respect thereto.
"Receivables Files" means the documents specified in
Section 6.3.
"Related Security" means, with respect to any Receivable:
(i) all of the Seller's interest in the Financed
Vehicle, the financing of the purchase of which gave rise to such
Receivable, including, without limitation, all of the Seller's
right, title and interest in and to the proceeds of the Insurance
Policies, and all warranties, indemnities, service obligations and
other contract rights issued or granted by, or otherwise existing
under applicable law against, the manufacturer or Dealer in respect
of such Financed Vehicle,
(ii) all other security interests or liens and
property subject thereto from time to time, if any, purporting to
secure payment of such Receivable, whether pursuant to the Contract
related to such Receivable, or otherwise, together with all
financing statements signed by an Obligor describing any collateral
securing such Receivable, and including, without limitation, all
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security interests or liens, and property subject thereto, granted
by any Person (whether or not the primary Obligor on such
Receivable) under or in connection therewith,
(iii) all books, records and other information relating to
such Receivable, including, without limitation, all Contracts,
(iv) all service contracts and other contracts and
agreements relating to such Receivable, and
(v) all proceeds of any of the foregoing.
"Required Insurance" means an Insurance Policy with respect
to a Financed Vehicle (i) that has been issued to the Obligor by an insurance
company acceptable to the Servicer, (ii) that provides comprehensive
collision, fire, theft and other physical damage coverage, (iii) that is in
an amount not less than the market value of the applicable Financed Vehicle,
and (iv) that has the Servicer noted as the loss payee thereon.
"Reserve" means an amount equal to 5.0% of the Investment
as of the Purchase Date, which will be delivered in the form of Receivables.
"Sale Documents" means this Agreement, the Fee Agreement,
the Exhibits hereto to which the Seller is a party and all other
certificates, instruments, agreements and documents executed from time to
time by the Seller in connection with the transactions contemplated in this
Agreement.
"Scheduled Payment" means the required monthly payment
arising from a Contract for a Precomputed Receivable.
"Schedule of Contracts" means the list of Contracts
delivered to the Agent, such list being in microfiche, paper or electronic
format.
"Seller" means Premier Receivables L.L.C., a Michigan
limited liability company, and its successors and permitted assigns.
"Servicer" means CFC or any replacement thereof under
Article VI.
"Servicer Default" has the meaning assigned to that term in
Section 6.2.
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"Servicer Fee" has the meaning assigned to the term in
Section 3.1(b).
"Servicer Report" means the report in the form of Exhibit A
hereto to be provided by the Servicer in accordance with Section 5.4 of this
Agreement, which report shall include a calculation of the Delinquency Ratio
and the Net Loss Ratio for the applicable month.
"Settlement Date" means the 20th day of each month
following a related Settlement Period (or if such 20th day is not a Business
Day, the next succeeding Business Day).
"Settlement Period" means a calendar month, provided, that,
for purposes of the initial Settlement Period, such period shall commence as
of the Purchase Date and end on September 30, 1997.
"Simple Interest Method" means the method of allocating a
fixed level payment to principal and interest, pursuant to which the portion
of such payment that is allocated to interest is equal to the product of (a)
the fixed rate of interest, (b) the unpaid principal balance, and (c) a
fraction, the numerator of which is the number of days elapsed since the
preceding payment of interest was made and the denominator of which is 365,
and the remainder of such payment is allocable to principal.
"Simple Interest Receivable" means any Receivable under
which the portion of a payment allocable to interest and the portion
allocable to principal is determined in accordance with the Simple Interest
Method.
ARTICLE II: THE SALE AND PURCHASE
SECTION 2.1. Sale and Purchase. Upon the terms and subject
to the conditions set forth herein, effective as of the Purchase Date, (i)
the Seller hereby sells, transfers and assigns to the Purchaser all of the
Seller's right, title and interest to and in the Purchased Receivables,
together with the Related Security and Collections from and after the Cut-Off
Date relating to such Purchased Receivables and (ii) the Purchaser hereby
purchases and accepts the transfer and assignment of all of the Seller's
right, title and interest to and in the Purchased Receivables, together with
the Related Security and Collections relating
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to such Purchased Receivables (the foregoing sale, transfer and assignment
being referred to as the "Purchase") and (iii) the Purchaser hereby, without
any further action hereunder, does sell, transfer, assign, set over and
otherwise convey to the Seller, effective as of the Purchase Date, without
recourse, representation or warranty of any kind, all right, title and
interest of the Purchaser in and to the Balloon Payments, all monies due and
to become due and all amounts received with respect thereto and all proceeds
thereof.
SECTION 2.2. Purchase Price. The purchase price payable by
the Purchaser for the Purchase shall equal the Aggregate Principal Balance as
of the Cut-Off Date. Such purchase price shall be comprised of a cash
component and a deferred payment component. The cash component of the
purchase price shall be paid by the Purchaser to the Seller on the Purchase
Date and shall equal the Aggregate Principal Balance of the Purchased
Receivables as of the Cut-Off Date minus the Reserve calculated as of such
Purchase Date. Upon and after the reduction of the Investment to zero and the
payment in full of all other amounts due to the Purchaser hereunder, all
Collections or other cash received by the Purchaser on account of Receivables
and the interest of the Purchaser therein and all Receivables held by or on
behalf of the Purchaser will be transmitted in the form received by the
Purchaser to the Seller. The transmission of such amount by the Purchaser
shall be deemed to satisfy the payment of the deferred payment component of
the purchase price under this Section 2.2.
SECTION 2.3. Seller's Optional Termination. The Seller
shall have the right, on five (5) Business Days' written notice to the Agent,
at any time following the reduction of the Aggregate Principal Balance
hereunder to a level that is less than ten percent (10%) of the Aggregate
Principal Balance on the Purchase Date, to repurchase from the Purchaser all,
and not part, of the then outstanding Purchased Receivables, together with
the Related Security and Collections relating to such Purchased Receivables.
The purchase price in respect thereof shall be an amount equal to the
Investment outstanding at such time plus all other amounts payable (whether
due or accrued) hereunder or under any other Sale Document to the Investors
or the Agent at such time. Such repurchase shall be without representation,
warranty or recourse of any kind by, on the part of or against the Investors
or the Agent.
ARTICLE III: FEES AND EXPENSES
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SECTION 3.1. Determination of Carrying Costs. In
calculating the amount of Carrying Costs to be distributed each Settlement
Period out of Collections of Purchased Receivables:
(a) Purchase Discount.
(i) "Purchase Discount" shall mean an amount equal
to the weighted average of the following:
(1) the weighted average of the discount rates on
all commercial paper notes issued at a discount and
outstanding during the related Settlement Period (other
than commercial paper notes the proceeds of which are used
by the Purchaser to (x) purchase receivables, or extend
financing secured thereby, at a fixed interest rate or (y)
conduct any arbitrage activities of the Purchaser),
converted to an annual yield-equivalent rate on the basis
of a 360-day year;
(2) the weighted average of the annual interest
rates payable on all interest-bearing commercial paper
notes outstanding during the related Settlement Period
(other than the commercial paper notes described in clauses
(x) and (y) of paragraph (i) above), on the basis of a
360-day year; and
(3) the weighted average of the annual interest
rates applicable to any Liquidity Facilities under which
the Purchaser has borrowed loans or sold interests during
the related Settlement Period which loans shall be borrowed
only after a determination by the Purchaser that financing
its activities during such period by issuing commercial
paper notes would not be practicable or cost efficient;
provided that, to the extent that the Investment is funded by a
specific issuance of commercial paper notes and/or by a specific
borrowing or sale under a Liquidity Facility or a Credit Facility,
the Purchase Discount shall equal the rate or weighted average of
the rates applicable to such issuance or borrowing or sale,
provided, further, that, for purposes of the foregoing, the interest
rates applicable under any Liquidity Facility shall not exceed the
reserve adjusted "LIBO Rate" quoted by the Agent plus 0.25% per
annum (unless not available) and the interest rates under any Credit
Facility shall
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not exceed the rate of interest per annum published on such day (or,
if not then published, on the most recently preceding day) in The
Wall Street Journal as the "Prime Rate" per annum.
(ii) Two Business Days prior to the end of each
Settlement Period, the Agent shall determine the Purchase Discount
pursuant to (i) above by using the actual Purchase Discount for each
day elapsed in such month and estimating the Purchase Discount for
each remaining day in such month. In addition, the Agent shall
concurrently notify the Servicer of the actual Purchase Discount for
any days during the immediately preceding Settlement Period with
respect to which the Purchase Discount was estimated, and the
difference, if any, between the Carrying Costs actually paid using
the estimated Purchase Discount and the Carrying Costs which would
have been paid had the actual Purchase Discount been available (such
differential being the "Carrying Costs True-up Amount"). If the
amount of Carrying Costs paid for such immediately preceding
Settlement Period based upon an estimated Purchase Discount was less
than the amount of Carrying Costs for such Settlement Period based
upon the actual Purchase Discount, the amount of Collections
remitted to the Agent pursuant to Section 5.2 shall be increased by
an amount equal to the Carrying Costs True-up Amount, or, if the
amount of Carrying Costs paid for such immediately preceding
Settlement Period based upon an estimated Purchase Discount was
greater than the amount of Carrying Costs for such Settlement Period
based upon the actual Purchase Discount, the amount of Collections
remitted to the Agent pursuant to Section 5.2 shall be decreased by
an amount equal to the Carrying Costs True-up Amount.
(b) Servicer Fee. "Servicer Fee" shall mean a servicer fee
in respect of each Collection Period, equal to 1.0% per annum (assuming a
30/360 day basis) of the Principal Balance of Purchased Receivables on the
first day of such Collection Period; the Servicer Fee shall be remitted by
the Purchaser to the Servicer from Collections received pursuant to Article V
hereof. If CFC is acting as the Servicer, then the Servicer shall retain an
amount equal to the Servicer Fee (in full satisfaction of the payment of such
fee to the Servicer) out of amounts required to be remitted by the Servicer
in accordance with Section 5.3(a).
SECTION 3.2. Interest on Unpaid Amounts. To the extent that
the Seller or Servicer fails to pay when due to the Investors or the Agent
any fee, expense or other amount payable hereunder or under any Sale
Document, interest
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shall be due and payable on such unpaid amount, for each day until paid in
full, at the rate of interest per annum published on such day (or, if not
then published, on the most recently preceding day) in The Wall Street
Journal as the "Prime Rate." Changes in the rate payable hereunder shall be
effective on each date on which a change in the "Prime Rate" is so published.
ARTICLE IV: CONDITIONS PRECEDENT TO PURCHASE
SECTION 4.1. Conditions Precedent to Purchase. The
following conditions must be satisfied before the Purchaser will make the
Purchase:
(a) Absence of Liens. The Seller shall certify that all
Purchased Receivables, Related Security and all proceeds thereof are free and
clear of any Adverse Claim.
(b) Financing Statements. The Agent will have received
acknowledgment copies of UCC-1 financing statements, and all other documents
reasonably requested by the Agent, to evidence the perfection of the interest
of the Agent on behalf of the Investors in the Purchased Receivables, the
Related Security and the Collections.
(c) Schedule of Contracts. The Agent will have received the
Schedule of Contracts.
(d) Seller Resolutions. The Agent will have received a
certificate of the Seller attesting to:
(i) the resolutions of the majority interest of
the Seller's members authorizing the execution by the Seller of the
Sale Documents to be executed by the Seller;
(ii) the names and signatures of the officers of
the Seller's members authorized to execute the Sale Documents to be
executed by the Seller; and
(iii) the completeness and correctness of the
attached articles of organization and operating agreement of the
Seller.
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(e) Servicer Resolutions. The Agent will have received a
certificate of the Servicer's Secretary or Assistant Secretary attesting to:
(i) the resolutions of the Servicer's Board of
Directors (or an executive committee thereof) authorizing the
execution by the Servicer of the Sale Documents to be executed by
the Servicer;
(ii) the names and signatures of the officers of
the Servicer authorized to execute the Sale Documents to be executed
by the Servicer; and
(iii) the completeness and correctness of the
attached restated articles of incorporation and by-laws of the
Servicer.
(f) Legal Opinion of Counsel to the Seller and the
Servicer. The Agent will have received an opinion from counsel to the Seller
and the Servicer, such counsel being "in-house" counsel unless otherwise
required by any agencies providing a credit rating to the transaction
contemplated hereby, substantially in the form attached hereto as Exhibit B,
together with such other matters as the Agent may reasonably request.
(g) Good Standing Certificates. The Agent will have
received certificates of recent date issued by the Secretary of State of the
State of Michigan, as to the legal existence and good standing of the Seller
and the Servicer.
(h) Representations and Covenants. On and as of the
Purchase Date (i) the representations and warranties of the Seller and the
Servicer in Article VII shall be true and correct with the same effect as if
made on such date and (ii) the Seller and the Servicer shall be in compliance
with the covenants set forth in Article VIII. The Seller and the Servicer, by
accepting the proceeds of such Purchase, shall be deemed to have certified as
to the truth and accuracy of each of the matters described in the foregoing
clauses (i) and (ii), both before and after giving effect to such Purchase.
(i) Other Documents. The Agent will have received all other
documents that the Agent had reasonably requested from the Seller or the
Servicer.
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(j) Upfront Fee. The Seller shall have paid a fee to the
Agent at closing which shall include all upfront expenses, including but not
limited to legal fees, filing and administrative fees, rating agency fees and
liquidity and credit enhancement fees incurred with respect to the Purchase,
as specified in the Fee Agreement.
ARTICLE V: SETTLEMENT PROCEDURES
SECTION 5.1. Collections. The Servicer shall segregate all
Collections from other funds of the Servicer and the Seller within two
Business Days of receipt thereof and hold such Collections in trust for the
Investors in the Designated Account, provided, however, notwithstanding the
foregoing, for so long as (i) CFC remains the Servicer, (ii) no Servicer
Default shall have occurred and be continuing and (iii) CFC maintains a
long-term unsecured senior debt rating of at least BBB- by Standard & Poor's
Ratings Group and Baa3 by Moody's Investors Service, Inc., the Servicer shall
not be required to segregate all Collections and shall remit such Collections
with respect to each Settlement Period to the Agent on the Settlement Date
relating to such Settlement Period. The Seller will not deposit or otherwise
credit, or cause or permit to be so deposited or credited, to the Designated
Account cash or cash proceeds other than Collections of the Purchased
Receivables.
SECTION 5.2. Application of Collections. All collections
for the Collection Period shall be applied by the Servicer as follows:
(k) With respect to each Receivable (other than a Balloon
Payment Receivable), payments by or on behalf of the Obligor shall be applied
in the case of Precomputed Receivables, to the Scheduled Payment and, in the
case of Simple Interest Receivables, to interest and principal in accordance
with the Simple Interest Method.
(l) All Liquidation Proceeds with respect to any Balloon
Payment Receivable shall be applied first to the related Receivable and only
after the payment in full of the Principal Balance thereof plus accrued but
unpaid interest thereon shall any such Liquidation Proceeds be applied to, or
constitute, the related Balloon Payment.
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SECTION 5.3. Application of Collections on Settlement
Dates. The Servicer will, by 3:00 P.M. (New York time) on each Settlement
Date, from Collections received during the preceding Settlement Period, pay
to the Agent and the Agent shall distribute such Collections, together with
any Hedging Proceeds received by the Agent with respect to such Settlement
Period, to the Investors (a) first, an amount equal to the Carrying Costs for
the Settlement Period (as such amount shall be increased or decreased by the
Carrying Costs True-up Amount, if any, for the immediately preceding
Settlement Period as determined pursuant to Section 3.1(a)(ii)) and (b)
second, all remaining Collections as a reduction to Investment.
SECTION 5.4. Servicer Report. The Servicer will provide the
Agent, either in writing or electronically, with a Servicer Report with
respect to each Settlement Period no later than 15 days following the end of
such Settlement Period (or, if such 15th day is not a Business Day, the next
succeeding Business Day).
SECTION 5.5. Repurchase Obligations. If on any day the
Agent determines that the Seller has extended the maturity of any Contract
relating to a Purchased Receivable or that a Purchased Receivable was not an
Eligible Receivable on the Purchase Date, the Seller agrees to pay to the
Agent for the account of the Investors the amount of the outstanding balance
of such Receivable in full, and the subject Purchased Receivable shall
thereupon be deemed reconveyed to the Seller. Any amounts received by the
Agent pursuant to this Section 5.5 with respect to a Purchased Receivable
shall be applied to reduce the Investment.
ARTICLE VI: SERVICING OF RECEIVABLES
SECTION 6.1. Appointment and Duties of Servicer. The Agent
and the Seller each hereby appoint CFC as the Servicer and CFC accepts such
appointment. The Servicer, for the benefit of the Investors (to the extent
provided herein), shall manage, service, administer, make collections and
discharge liens on the Purchased Receivables with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to all
comparable automotive receivables that it services for itself or others. If
the Servicer shall commence a legal proceeding to enforce a Purchased
Receivable, the Investors shall thereupon be deemed to have automatically
assigned, solely for the purpose of collection,
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such Purchased Receivables to the Servicer. If in any enforcement suit or
legal proceeding it shall be held that the Servicer may not enforce a
Purchased Receivable on the ground that it shall not be a real party in
interest or a holder entitled to enforce such Purchased Receivable, the Agent
shall, at the Servicer's expense and direction, take steps to enforce such
Receivable, including bringing suit in its name or the name of the Investors.
The Agent shall upon the written request of the Servicer furnish the Servicer
with any powers of attorney and other documents reasonably necessary or
appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.
SECTION 6.2. Replacement of Servicer.
(a) If any of the following events (a "Servicer Default")
shall occur and be continuing:
(i) any failure by the Servicer to make any
payment or deposit required to be made hereunder and the continuance
of such failure for a period of five Business Days;
(ii) any representation or warranty made by the
Servicer in Section 7.1 or any information set forth in a Servicer
Report or other certificate delivered to the Agent, shall prove to
have been incorrect in any material respect when made, which
continues to be incorrect in any material respect for a period of
sixty days after the earlier of the date on which an officer of the
Servicer has actual knowledge thereof and the date on which written
notice thereof has been given to the Servicer requiring the same to
be remedied, by the Agent;
(iii) failure on the part of the Servicer to
observe or perform in any material respect any other term, covenant
or agreement in this Agreement or any other Sale Document which
continues unremedied for sixty days after the earlier of the date on
which an officer of the Servicer has actual knowledge of such
failure and the date on which written notice of such failure has
been given to the Servicer requiring the same to be remedied, by the
Agent; or
(iv) an Insolvency Event with respect to the
Seller or the Servicer,
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then, so long as such Servicer Default shall not have been remedied, the
Agent shall have the right to remove CFC (or any successor Servicer) as
Servicer by giving written notice thereof to the Servicer. On and after
receipt of such written notice, all authority and power of the Servicer under
this Agreement shall, without further action, pass to and be vested in such
successor Servicer as may be appointed by the Agent; provided however, that
the Servicer cannot be removed until a successor Servicer is selected and
appointed and such successor Servicer meets industry-wide standards for being
a Servicer of retail automotive receivables.
(b) If CFC is removed as Servicer, CFC shall transfer to
any successor Servicer designated by the Agent all records, correspondence
and documents (including computer software) requested by the Agent or such
successor Servicer and permit such Persons to have access to, and to copy,
all software used by the Servicer in the collection, administration or
monitoring of the Purchased Receivables. In the case of software that is then
licensed by, or otherwise made available to, the Servicer from or by any
third party, the Servicer shall use its best efforts to obtain such consents
and otherwise take all actions necessary in order to enable any Servicer
hereunder to succeed to all rights of CFC to the quiet use and enjoyment of
such software for the purpose of discharging the obligations of the Servicer
under or in connection with the Sale Documents.
(c) Following the occurrence of a Servicer Default, (i) the
Agent may (a) notify Obligors of the ownership interest of the Agent on
behalf of the Investors hereunder in the Purchased Receivables and the
Related Security, (b) notify each issuer of an Insurance Policy of the
ownership interest of the Agent on behalf of the Investors hereunder in the
Purchased Receivables and in the Related Security (including the applicable
Financed Vehicle and Insurance Policy thereon), and (c) direct the Seller to,
whereupon the Seller immediately shall, note the interest of the Agent on
behalf of the Investors hereunder on each Certificate of Title relating to
each Financed Vehicle and (ii) the Investors and the Agent shall have, in
addition to all other rights and remedies under this Agreement or otherwise,
all other rights and remedies provided under the Uniform Commercial Code of
the applicable jurisdiction and other applicable laws, which rights shall be
cumulative.
(d) In the event of a Servicer Default, each of the Seller
and the Servicer (with respect to itself) will, unless the Agent has
otherwise consented in writing, at any reasonable time, permit the Agent or
its agents or representatives,
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to visit and inspect any of its properties, to examine its books of account
and other records and files relating to Purchased Receivables (including,
without limitation, computer tapes and disks) and to discuss its affairs,
business, finances and accounts with its officers and employees. The Seller
shall pay to the Agent and the Investors any and all reasonable costs and
expenses of the Agent and the Investors, if any (including reasonable counsel
fees and expenses) in connection with the enforcement of this Agreement and
the other documents delivered hereunder.
SECTION 6.3. Custody of Receivable Files. To assure uniform
quality in servicing the Receivables and to reduce administrative costs, the
Agent and the Seller hereby irrevocably appoint the Servicer, and the
Servicer hereby accepts such appointment, to act for the benefit of the
Investors and the Seller as custodian of the following documents or
instruments which are hereby or will hereby be constructively delivered to
the Agent, as pledgee of the Seller, as of the Purchase Date with respect to
each Purchased Receivable (the "Receivable Files"):
(a) the fully executed original of the Contract related to
such Purchased Receivable;
(b) the original credit application fully executed by the
Obligor;
(c) the original Certificate of Title or such documents
that the Servicer or the Seller shall keep on file, in accordance with its
customary procedures, evidencing the security interest of the Seller in the
Financed Vehicle; and
(d) any and all other documents that the Servicer or the
Seller shall keep on file, in accordance with its customary procedures,
relating to a Purchased Receivable, an Obligor or a Financed Vehicle.
SECTION 6.4. Duties of Servicer as Custodian. The Servicer
shall hold the Receivable Files as custodian for the benefit of the Seller
and the Investors and maintain such accurate and complete accounts, records
and computer systems pertaining to each Receivable File as shall enable the
Seller to comply with this Agreement. In performing its duties as custodian
the Servicer shall act with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to receivable files
relating to all comparable automotive receivables that the Servicer services
for itself or others.
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SECTION 6.5. Effective Period and Termination. The
Servicer's appointment as custodian shall become effective as of the Cut-Off
Date and shall continue in full force and effect until terminated pursuant to
this Section. If CFC shall cease to be Servicer in accordance with the
provisions of this Agreement, the appointment of such Servicer as custodian
shall be terminated by the Agent. The Agent may terminate the Servicer's
appointment as custodian at any time following the occurrence of a Servicer
Default under Section 6.2(a) upon thirty days written notification to the
Servicer. As soon as practicable after any termination of such appointment,
the Servicer shall deliver the Receivable Files to the Agent or to a Person
designated by the Agent at a place or places as the Agent may reasonably
designate.
ARTICLE VII: REPRESENTATIONS AND WARRANTIES
SECTION 7.1. Representations and Warranties of the Seller
and the Servicer. Each of the Seller and the Servicer makes, with respect to
itself, the following representations and warranties to the Investors and the
Agent.
(a) It is a limited liability company or corporation, as
applicable, duly organized or incorporated, validly existing and in good
standing under the laws of the jurisdiction of its organization or
incorporation and is duly qualified and in good standing as a foreign
corporation or limited liability company in each jurisdiction where the
failure to be so qualified could materially adversely affect its ability to
perform its obligations hereunder.
(b) The execution, delivery and performance by the Seller
and the Servicer of the Sale Documents are within the Seller's and the
Servicer's respective corporate powers, have been duly authorized by all
necessary corporate action, do not contravene (i) the Seller's or the
Servicer's respective articles of organization or charter, as applicable, or
operating agreement or by-laws, as applicable, or (ii) any law or contractual
restriction binding on or affecting the Seller or the Servicer, and do not
result in or require the creation of any Adverse Claim (other than pursuant
hereto) upon or with respect to any of its properties; and no transaction
contemplated hereby requires compliance with any bulk sales act or similar
law.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the
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due execution, delivery and performance by the Seller or the Servicer of the
Sale Documents, or for the perfection of or the exercise by the Agent on
behalf of the Investors of its rights and remedies under the Sale Documents,
except for the filing of the financing statements referred to in Section
4.1(b).
(d) Each Sale Document constitutes the legal, valid and
binding obligation of the Seller and the Servicer, respectively, enforceable
in accordance with its terms.
(e) There is no pending or threatened action or proceeding
affecting the Seller or the Servicer or any of its subsidiaries before any
court, governmental agency or arbitrator which may materially adversely
affect (i) its financial condition or operations or (ii) its ability to
perform its obligations under the Sale Documents, or which could affect the
legality, validity or enforceability of any Sale Document or of the interest
of the Agent on behalf of the Investors in the Purchased Receivables.
(f) The Seller is the legal and beneficial owner of the
Receivables, the Related Security and Collections, free and clear of any
Adverse Claim, except as created by this Agreement; upon consummation of the
Purchase, the Agent on behalf of the Investors will acquire a valid and
perfected first priority ownership interest in the Purchased Receivables and
in the Related Security and the Collections with respect thereto, free and
clear of any Adverse Claim except as created by this Agreement.
(g) The information provided by the Seller to the Servicer
for use in each Servicer Report prepared under Section 5.4 and all
information and Sale Documents furnished or to be furnished at any time by
the Seller to the Agent in connection with this Agreement is or will be
accurate in all material respects as of its date, and no such document will
contain any untrue statement of a material fact or will omit to state a
material fact which is necessary to make the facts stated therein not
misleading.
(h) The Seller is treating the conveyance of the interest
in the Purchased Receivables and the Collections under this Agreement to the
Agent on behalf of the Investors as a sale for purposes of generally accepted
accounting principles.
ARTICLE VIII: COVENANTS
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SECTION 8.1. Affirmative Covenants of the Seller and the
Servicer. Until the Investment is reduced to zero and all other amounts due
to the Agent and the Investors hereunder have been paid in full, each of the
Seller and the Servicer (with respect to itself) will, unless the Agent has
otherwise consented in writing:
(a) Maintain its existence in the jurisdiction of its
organization or incorporation, and qualify and remain qualified in good
standing as a foreign corporation or limited liability company in each
jurisdiction where the failure to be so qualified could materially adversely
affect its ability to perform its obligations hereunder.
(b) Maintain and implement administrative and operating
procedures, and keep and maintain all records and other information,
reasonably necessary or advisable for the collection of the Purchased
Receivables (including, without limitation, records adequate to permit the
daily identification of Purchased Receivables and all Collections and
adjustments to Purchased Receivables).
(c) At its expense timely and fully perform and comply with
all material provisions and covenants required to be observed by CFC or the
Seller under the Contracts related to the Purchased Receivables.
(d) Comply in all material respects with the Credit and
Collection Policy in regard to each Purchased Receivable and any Contract
related to such Receivable.
(e) Treat the conveyance of the interest in the Purchased
Receivables and the Collections under this Agreement as a sale for purposes
of generally accepted accounting principles.
SECTION 8.2. Reporting Requirements of the Servicer. Until
the Investment is reduced to zero and all amounts due to the Agent and the
Investors hereunder have been paid in full, the Servicer will, unless the
Agent shall otherwise consent in writing, furnish to the Agent:
(a) the Servicer Report as required under Section 5.4;
(b) as soon as possible, and in any event within thirty
days, a description and, if applicable, the steps being taken with respect
thereto by the
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Persons affected thereby of: (i) the occurrence of any Servicer Default or
event which with the passage of time or the giving of notice or both would
constitute a Servicer Default or (ii) the institution of any litigation,
arbitration proceeding or governmental proceeding which could be reasonably
likely to have a material adverse effect on the performance by the Servicer
of its obligations under this Agreement or the other Sale Documents or the
collectibility of the Purchased Receivables; and
(c) such other information, documents, records or reports
respecting the Purchased Receivables or the condition or operations,
financial or otherwise, of the Servicer or the Seller as the Agent may from
time to time reasonably request.
SECTION 8.3. Negative Covenants of the Seller and the
Servicer. Until the Investment is reduced to zero and all other amounts due
to the Agent and the Investors hereunder have been paid in full, neither the
Seller nor the Servicer will, unless the Agent has otherwise consented in
writing;
(a) Except as provided herein, sell, assign (by operation
of law or otherwise) or otherwise dispose of, or create or suffer to exist
any Adverse Claim upon or with respect to any Purchased Receivables, the
Related Security or any Collections or assign any right to receive income in
respect thereof.
(b) Amend or otherwise modify the terms of any Purchased
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto, in each case, in any manner which is inconsistent with the
Credit and Collection Policy.
SECTION 8.4. Protection of the Purchaser's Interest.
(a) Until the Investment is reduced to zero and all other
amounts due to the Agent and the Investors hereunder have been paid in full,
each of the Seller and the Servicer 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 from time to time reasonably request
in order to perfect, evidence and protect the validity, enforceability,
perfection and priority of the interest of the Agent on behalf of the
Investors in the Purchased Receivables, the Related Security and the
Collections and to enable the Agent and/or the Investors to exercise or
enforce any of its rights hereunder. Without limiting the generality
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of the foregoing, the Seller and the Servicer will: (i) on or prior to the
date hereof, mark its master data processing records with a legend describing
the Agent's and the Investors' interests therein; and (ii) upon the request
of the Agent, execute and file such financing or continuation statements or
amendments thereto or assignments thereof as may be requested by the Agent,
provided, however, that the Seller is not required to deliver the Contracts
to anyone other than the Servicer;
(b) To the fullest extent permitted by applicable law, the
Agent shall be permitted to sign and file continuation statements and
amendments thereto and assignments thereof without the Seller's signature.
Carbon, photographic or other reproduction of this Agreement or any financing
statement shall be sufficient as a financing statement.
ARTICLE IX: AGENT
SECTION 9.1. Appointment of Agent. The Investors have
appointed Royal Bank of Canada as their initial Agent. The Agent is
responsible for administering and enforcing this Agreement and fulfilling all
other duties expressly assigned to it in this Agreement. The Investors have
granted the Agent the authority to take all actions necessary to assure the
Seller's compliance with the terms of this Agreement and to take all actions
required or permitted to be performed by the Investors under this Agreement.
ARTICLE X: MISCELLANEOUS
SECTION 10.1. Amendments, Etc. No amendment or waiver of,
or consent to the Seller's or the Servicer's departure from, any provision of
this Agreement shall be effective unless it is in writing and signed by the
Agent, on behalf of the Investors, and in the case of any amendment, by the
Seller and the Servicer and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which it was given.
SECTION 10.2. Notices, Etc. All notices and other
communications provided for hereunder shall, unless otherwise stated herein,
be in writing (including photocopy, facsimile, electronic mail or other
digital communication) and sent, as to each party hereto, at its address set
forth under its name on the signature pages hereto, or at such other address
as shall be designated
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by such party in a written notice to the other parties hereto. All such
notices and communications shall be effective when sent.
SECTION 10.3. No Waiver; Remedies. No failure on the part
of the Agent to exercise, and no delay in exercising, any right hereunder or
under any Sale Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.
SECTION 10.4. Binding Effect; Assignability.
(a) This Agreement shall be binding upon and inure to the
benefit of the Seller, the Servicer, the Investors, the Agent and their
respective successors and assigns, except that the Seller shall not have the
right to assign any interest herein without the prior written consent of the
Agent. The Investors may assign any of their rights or obligations hereunder
to any Person; provided that in the case of any such assignment proposed to
be made prior to the occurrence of a Servicer Default, the consent of the
Seller (which consent shall not be unreasonably withheld) shall be required.
(b) This Agreement shall create and constitute the
continuing obligation of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time as the Investment is
reduced to zero and all other amounts due to the Agent and the Investors
hereunder have been paid in full; provided, however, that the rights and
remedies of the Purchaser under Article IX and the provisions of Section 10.7
shall survive any termination of this Agreement.
SECTION 10.5. Governing Law. This Agreement and the Sale
Documents shall be governed by, and construed in accordance with, the laws of
the State of New York, except to the extent that the perfection of the
interests of the Investors in the Receivables or remedies hereunder, in
respect thereof, are governed by the laws of a jurisdiction other than the
State of New York.
SECTION 10.6. Construction of the Agreement. The parties
hereto intend that the conveyance of the interest in the Purchased
Receivables by the Seller to the Agent on behalf of the Investors shall be
treated as sales for purposes of generally accepted accounting principles.
If, despite such intention,
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a determination is made that such transactions shall not be treated as sales,
then this Agreement shall be interpreted to constitute a security agreement
and the transactions effected hereby shall be deemed to constitute a secured
financing by the Agent on behalf of the Investors to the Seller under
applicable law. For such purpose, the Seller hereby grants to the Agent on
behalf of the Investors a continuing security interest in the Purchased
Receivables and the Related Security and Collections related thereto to
secure the obligations of the Seller to the Agent on behalf of the Investors
hereunder.
SECTION 10.7. No Proceedings. Each of the Seller, the
Agent, the Investors and the Servicer each hereby agrees that it will not
institute against the Purchaser any bankruptcy, reorganization, insolvency or
similar proceeding until the date which is one year plus one day since the
last day on which any commercial paper notes or medium term notes issued by
the Purchaser were outstanding.
SECTION 10.8. Confidentiality. The Investors and the Agent
agree to maintain the confidentiality of any information regarding the Seller
and Servicer obtained in accordance with the terms of this Agreement which is
not publicly available, but the Investors and the Agent may, with advance
notice to the Seller and Servicer, reveal such information (a) to applicable
rating agencies, liquidity providers and credit providers, (b) as necessary
or appropriate in connection with the administration or enforcement of this
Agreement or its funding of the Purchase under this Agreement, (c) as
required by law, government regulation, court proceeding or subpoena or (d)
to bank regulatory agencies and examiners.
SECTION 10.9. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to
this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 10.10. Indemnification by Seller of Investors, etc.
Without limiting any other rights which the Investors, the Agent and their
respective officers, directors, employees, agents and Affiliates may have
hereunder or under applicable law, the Seller hereby indemnifies such parties
and
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holds them harmless from and against any and all damages, losses, claims,
liabilities and related costs and expenses (including attorneys' fees and
disbursements) incurred by any of them arising out of or resulting from this
Agreement or the purchase by the Purchaser of any interest in the Purchased
Receivables or the Related Security and Collections related thereto,
including, without limitation:
(a) any warranty or products liability claim allegedly
arising out of or in connection with merchandise or services which are the
subject of, or were financed with the proceeds of, any Contract under which
any of the Purchased Receivables arise, or any use or misuse by any Person of
any Financed Vehicle (including, without limitation, any use involving the
handling or disposition of any hazardous substance or waste material);
(b) the failure to vest in the Agent for the benefit of the
Investors an ownership or first perfected security interest in the Purchased
Receivables, the Related Security and Collections in respect thereof, free
and clear of any Adverse Claim other than as authorized hereunder; and
(c) the commingling of Collections of Purchased Receivables
at any time with other funds.
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be signed by their duly authorized officers as of the date set forth on
the cover page of this Agreement.
SELLER PREMIER RECEIVABLES L.L.C.
By: /s/ D. M. Cantwell
-----------------------------
Name: Dennis M. Cantwell
Title: Vice President and Treasurer of Premier
Auto Receivables Company, a Member of the
Seller
Address: 27777 Franklin Road
Southfield, Michigan 48034
Attention: Assistant Treasurer
Tel. No.: 248-948-3067
Facsimile: 248-948-3138
SERVICER CHRYSLER FINANCIAL CORPORATION
By: /s/ D. M. Cantwell
-----------------------------
Name: Dennis M. Cantwell
Title: Vice President and Treasurer
Address: 27777 Franklin Road
Southfield, Michigan 48034
Attention: Assistant Secretary
Tel. No.: 248-948-3067
Facsimile: 248-948-3138
31
<PAGE>
PURCHASER THUNDER BAY FUNDING INC.
By: ROYAL BANK OF CANADA,
as attorney in fact
By: /s/ Stephan J. Grossnickle
--------------------------
Name: Stephan J. Grossnickle
Title: Managing Director
By: /s/ Denham O. Turton
--------------------------
Name: Denham O. Turton
Title: Senior Manager
Address: c/o Global Securitization Services, LLC
25 West 43rd Street
Suite 704
New York, NY 10036
Attention: Andrew L. Stidd
Vice President
Tel. No.: (212) 302-5151
Facsimile: (212) 302-8767
32
<PAGE>
AGENT ROYAL BANK OF CANADA
By: /s/ Stephan J. Grossnickle
--------------------------
Name: Stephan J. Grossnickle
Title: Managing Director
By: /s/ Denham O. Turton
--------------------------
Name: Denham O. Turton
Title: Senior Manager
Address: One Financial Square
(corner of Front Street and Old Slip)
23rd Floor
New York, New York 10005-3531
Attention: Managing Director,
North American
Securitization Group
Tel. No.: (212) 428-6474
Facsimile: (212) 428-2304
33
Exhibit 12-A
<TABLE>
<CAPTION>
Chrysler Financial Corporation and Subsidiaries
Computations of Ratios of Earnings to Fixed Charges
(dollars in millions)
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Net earnings before cumulative effect of
changes in accounting principles $ 307 $ 293
Add back:
Taxes on income 158 160
Fixed charges 622 616
------ ------
Earnings available for fixed charges $1,087 $1,069
====== ======
Fixed charges:
Interest expense $ 609 $ 605
Rent 13 11
------ ------
Total fixed charges $ 622 $ 616
====== ======
Ratio of earnings to fixed charges 1.75 1.74
====== ======
</TABLE>
The ratio of earnings to fixed charges is 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).
<PAGE>
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Exhibit 12-B
<TABLE>
<CAPTION>
Chrysler Corporation and Consolidated Subsidiaries
Computations of Ratios of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements
(dollars in millions)
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
(unaudited)
<S> <C> <C>
Net earnings before extraordinary item $1,953 $2,722
Add back:
Taxes on income 1,288 1,779
Fixed charges 1,018 1,014
Amortization of previously capitalized
interest 86 83
Deduct:
Capitalized interest 147 110
Undistributed earnings from less
than fifty percent owned affiliates 1 12
------ ------
Earnings available for fixed charges $4,197 $5,476
====== ======
Fixed charges:
Interest expense $ 739 $ 778
Capitalized interest 147 110
Credit line commitment fees 6 11
Interest portion of rent expense 126 115
Gross-up of preferred stock dividends
of majority-owned subsidiaries (CFC)
to a pre-tax basis -- --
------ ------
Total fixed charges $1,018 $1,014
====== ======
Ratio of earnings to fixed charges 4.12 5.40
====== ======
Preferred stock dividend requirements 1 4
====== ======
Ratio of earnings to fixed charges and
preferred stock dividend requirements 4.12 5.38
====== ======
Equity taken up in earnings of less than
fifty-percent owned affiliates $ 1 $ 12
Deduct - Dividends paid by affiliates -- --
------ ------
Undistributed earnings from less than
fifty-percent owned affiliates $ 1 $ 12
====== ======
</TABLE>
The ratio of earnings to fixed charges is computed by dividing earnings
available for fixed charges by total fixed charges. The ratio of earnings to
fixed charges and preferred stock dividend requirements is computed by
dividing earnings for fixed charges by the sum of total fixed charges and
preferred stock dividend requirements.
<PAGE>
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Exhibit 15-A
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Chrysler Financial Corporation (a subsidiary of
Chrysler Corporation) and consolidated subsidiaries for the periods ended
September 30, 1997 and 1996, as indicated in our report dated October 8, 1997;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997,
is incorporated by reference in Registration Statement Nos. 33-55787,
33-55789, 33-64179 and 333-31093 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
/s/ Deloitte & Touche LLP
Detroit, Michigan
October 10, 1997
_______________
Deloitte Touche
Tohmatsu
International
_______________
<PAGE>
This page intentionally left blank.
Exhibit 15-B
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT ACCOUNTANTS' REPORT
Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan
We have reviewed the accompanying condensed consolidated balance sheet of
Chrysler Financial Corporation (a subsidiary of Chrysler Corporation) and
consolidated subsidiaries as of September 30, 1997 and 1996, and the related
condensed consolidated statements of net earnings, shareholder's investment
and cash flows for the three months and nine months ended September 30, 1997
and 1996. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chrysler Financial Corporation
and consolidated subsidiaries as of December 31, 1996, and the related
consolidated statements of net earnings, shareholder's investment and cash
flows for the year then ended (not presented herein); and in our report dated
January 21, 1997, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1996 is
fairly presented, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
Detroit, Michigan
October 8, 1997
_______________
Deloitte Touche
Tohmatsu
International
_______________
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM CHRYSLER FINANCIAL CORPORATION AND
SUBSIDIARIES FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> $ 287
<SECURITIES> 413
<RECEIVABLES> 14,956
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,274
<CURRENT-LIABILITIES> 0
<BONDS> 12,584
0
0
<COMMON> 25
<OTHER-SE> 3,279
<TOTAL-LIABILITY-AND-EQUITY> 19,274
<SALES> 0
<TOTAL-REVENUES> 1,941
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 570
<LOSS-PROVISION> 297
<INTEREST-EXPENSE> 609
<INCOME-PRETAX> 465
<INCOME-TAX> 158
<INCOME-CONTINUING> 307
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 307
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
