CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
__X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from_____________to________________
Commission file number -
------------
CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3058
-------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes_ x__ No______
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information. Results for interim periods should not be considered
indicative of results for a full year.
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
September 30,
-------------
1996 1995
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Cash and Cash Equivalents (Note 2) $ 122.9 $ 570.0
Receivables (Note 4) 7,348.1 6,382.5
-------- --------
TOTAL ASSETS $7,471.0 $6,952.5
======== ========
<CAPTION>
LIABILITIES AND EQUITY
<S> <C> <C>
Amounts Held for Future Distribution (Note 2) $ 122.9 $ 570.0
Asset Backed Certificates (Notes 3 and 4) 7,348.1 6,382.5
-------- --------
TOTAL LIABILITIES AND EQUITY $7,471.0 $6,952.5
======== ========
<FN>
See Notes to Financial Statements.
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Nine Months Ended
September 30,
-----------------
1996 1995
---- ----
(unaudited)
CASH RECEIPTS
<S> <C> <C>
Collections of Interest $ 568.1 $ 461.5
Deposits to Subordinated Accounts -- 461.3
Proceeds from Sales of Investor Certificates -- 2,700.0
Collections of Principal 750.0 --
-------- --------
TOTAL CASH RECEIPTS 1,318.1 3,622.8
-------- --------
<CAPTION>
CASH DISBURSEMENTS
<S> <C> <C>
Purchases of Certificates Held By USA -- 2,700.0
Distribution of Principal 750.0 --
Distributions of Interest 531.7 382.0
Distribution from Subordinated Accounts 4.1 --
Distributions of Servicer Fees 45.8 34.3
-------- --------
TOTAL CASH DISBURSEMENTS 1,331.6 3,116.3
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (13.5) 506.5
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 136.4 63.5
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 122.9 $ 570.0
======== ========
<FN>
See Notes to Financial Statements.
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting
The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
Derivative Financial Instruments
The Trust uses derivative financial instruments to manage its exposure arising
from declines in interest rates. The derivative financial instruments used
have been limited to interest rate swap agreements. The Trust does not use
derivative financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.
NOTE 2 - CASH AND CASH EQUIVALENTS
- ----------------------------------
Short-term instruments with a maturity of less than 30 days when purchased are
considered to be cash equivalents. Prior to January 1, 1996, Chrysler Credit
Corporation ("CCC") was required to remit collections within two business days
of receipt to one or more accounts in the name of the Trustee. On a daily
basis, all funds so deposited were invested in short-term instruments pending
distribution. On December 31, 1995, CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC now remits collections to the Trust.
NOTE 3 - RELATED PARTIES
- ------------------------
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC.
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES
- ------------------------------
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Principal Amount
Date Series Description (in millions)
- ---- ------------------ ----------------
<S> <C> <C>
6/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 $400 (1)
8/91 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2 $250 (1)
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $400
Class A-2 Medium Term Certificates $100
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250
<FN>
Receivables in excess of total investors certificates outstanding at September
30, 1996 and 1995, are represented by Certificates held by USA.
(1) Series matured prior to September 30, 1996. Refer to Note 5 for further details.
</TABLE>
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
- ----------------------------------------
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- -------
<S> <C> <C> <C> <C>
91-1 LIBOR + 0.25% Monthly 7-12/1994 Matured
91-2 7 3/8% (3) Semi-Annually 8/1993 Matured
91-3 7 7/8% (3) Semi-Annually 8/1996 Matured
91-4 LIBOR + 0.50% Monthly 10/1994 Matured
A Comm Paper + 0.20% Monthly 3/1992 Matured
B Comm Paper + 0.25% Monthly 6/1992 Matured
C Comm Paper + 0.25% Monthly 8/1992 Matured
92-1 LIBOR + 0.20% Monthly 8/1994 Matured
92-2 LIBOR + 0.35% Monthly -- 10/1997
93-1 LIBOR + 0.28% Monthly -- 2/1998
93-2 A-1 Comm Paper + 0.075% Monthly -- 11/1998
A-2 LIBOR + 0.26% Monthly -- 11/1998
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% (3) Semi-Annually -- 8/1997
94-3 8 1/8% (3) Annually -- 11/1997
95-1 LIBOR + 0.16% Monthly -- 7/1998
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly -- 6/1998
95-4 Fed Funds + 0.26% Monthly -- 5/1998
95-4A Fed Funds + 0.26% Monthly -- 7/1998
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
<FN>
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
(2) The date listed is the Distribution Date on which the principal of the
Certificates is scheduled to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described in the
related prospectus.
(3) In connection with this Series, the Trust entered into an interest
rate swap agreement with CFC, the notional amount of which is equal to the
principal amount of the related Certificates. Under this agreement, CFC paid
the Trust interest at the Certificate Rate, and the Trust paid interest to CFC
based on a floating rate (which is the lesser of (a) LIBOR or (b) Prime less
1.5%).
</TABLE>
7
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
- ------- ----------------------------------
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - FEDERAL INCOME TAXES
- -----------------------------
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
June 1991 Floating Rate Auto Loan Asset Backed Certificates,
December 1994 Series 1991-1 $400 million
August 1991 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2
August 1993 $250 million
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994 $500 million
December 1991 Money Market Auto Loan Asset Backed Certificates, Series A
March 1992 $300 million
March 1992 Money Market Auto Loan Asset Backed Certificates, Series B
June 1992 $350 million
May 1992 Money Market Auto Loan Asset Backed Certificates, Series C
August 1992 $150 million
July 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
August 1994 $400 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
Outstanding $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
Outstanding $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Outstanding $500 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding $500 million
December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
Outstanding $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
Outstanding $350 million
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
---------------------------------------------------------
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
Outstanding $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
Outstanding $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
</TABLE>
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995 CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC has serviced the Receivables for a fee
since this merger.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the Trust.
The Trust has no employees.
10
<PAGE>
PART II. OTHER INFORMATION
--------------------------
ITEMS 1, 2, 3, 4, 5.
- --------------------
There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) The following exhibits are filed as part of this report:
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177 and
incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B to
the Trust's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991, among
Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing Agreement,
dated as of May 31, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
July 31, 1991, and incorporated herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-E Series 1991-4 Supplement, dated as of September 30, 1991, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-F to the Trust's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated herein
by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10-Q
for the period ended March 31, 1992, and incorporated herein by
reference.
4-I Series B Supplement, dated as of March 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-I to the Trust's Quarterly Report on Form 10-Q
for the period ended March 31, 1992, and incorporated herein by
reference.
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-J to the Trust's Quarterly Report on Form 10-Q
for the period ended June 30, 1992, and incorporated herein by
reference.
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 2.2 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992, and
incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 3 to the Trust's Registration Statement on Form
8-A dated September 14, 1992, and incorporated herein by
reference.
4-M First Amendment dated as of August 24, 1992 to the Series 1991-1
Supplement dated as of May 31, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-M to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series 1991-2
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-N to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-O Second Amendment dated as of August 24, 1992 to the Series 1991-3
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-O to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series 1991-4
Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6,
1992, among the Seller, the Servicer and the Trustee. Filed as
Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the
period ended September 30, 1992, and incorporated herein by
reference.
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated October 30, 1992, and incorporated herein by
reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein by
reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated December 6, 1993, and incorporated herein by
reference.
4-T Second Amendment dated as of September 21, 1993, to Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.3 to USA's Registration
Statement on Form S-1 (File No. 33-70144) and incorporated herein
by reference.
4-U 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994, and
incorporated herein by reference.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-V 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated December 22, 1994, and incorporated herein by
reference.
4-W 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. Filed as Exhibit 4-W to the Trust's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated herein
by reference.
4-X 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated January 19, 1995, and incorporated herein by
reference.
4-Y 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 27, 1995, and incorporated herein by
reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-Z to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-AA to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-BB to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-CC Series 1995-5 Supplement dated as of November 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee, and joined in by Societe Generale, Chicago Branch, as
Agent. Filed as Exhibit 4-CC to the Trust's Annual Report on Form
10-K for the year ended December 31, 1995, and incorporated herein
by reference.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-DD Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, by and among U.S. Auto Receivables Company,
Chrysler Financial Corporation, Manufacturers and Traders Trust
Company and The Bank of New York.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Trust during the quarter
for which this report is filed.
15
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
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.
CARCO Auto Loan Master Trust (Registrant)
By: Chrysler Financial Corporation, as Servicer
-------------------------------------------
Date: October 24, 1996 By: s/T. F. Gilman
-------------------------------------------
T. F. Gilman, Vice President and Controller
Principal Accounting Officer
16
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177 and
incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B to
the Trust's Annual Report on Form 10-K for the year ended December
31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991, among
Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing Agreement,
dated as of May 31, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
July 31, 1991, and incorporated herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
E-1
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-E Series 1991-4 Supplement, dated as of September 30, 1991, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-F to the Trust's Annual Report on Form
10-K for the year ended December 31, 1991, and incorporated herein
by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10- Q
for the period ended March 31, 1992, and incorporated herein by
reference.
4-I Series B Supplement, dated as of March 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4- I to the Trust's Quarterly Report on Form 10-Q
for the period ended March 31, 1992, and incorporated herein by
reference.
E-2
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4- J to the Trust's Quarterly Report on Form 10-Q
for the period ended June 30, 1992, and incorporated herein by
reference.
4-K First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 2.2 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992, and
incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 3 to the Trust's Registration Statement on Form
8-A dated September 14, 1992, and incorporated herein by
reference.
4-M First Amendment dated as of August 24, 1992 to the Series 1991-1
Supplement dated as of May 31, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-M to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
E-3
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-N Second Amendment dated as of August 24, 1992 to the Series 1991-2
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-N to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-O Second Amendment dated as of August 24, 1992 to the Series 1991-3
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-O to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series 1991-4
Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6,
1992, among the Seller, the Servicer and the Trustee. Filed as
Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the
period ended September 30, 1992, and incorporated herein by
reference.
E-4
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated October 30, 1992, and incorporated herein by
reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among U.S.
auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 15, 1993, and incorporated herein by
reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated December 6, 1993, and incorporated herein by
reference.
4-T Second Amendment dated as of September 21, 1993, to Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables Company
("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4.3 to USA's Registration
Statement on Form S-1 (File No. 33- 70144) and incorporated herein
by reference.
4-U 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. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994, and
incorporated herein by reference.
4-V 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated December 22, 1994, and incorporated herein by
reference.
E-5
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-W 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. Filed as Exhibit 4-W to the Trust's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated herein
by reference.
4-X 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated January 19, 1995, and incorporated herein by
reference.
4-Y 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. Filed as Exhibit 3 to the Trust's Registration Statement
on Form 8-A dated March 27, 1995, and incorporated herein by
reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-Z to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-AA to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-BB to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
E-6
<PAGE>
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-CC Series 1995-5 Supplement dated as of November 30, 1995, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee, and joined in by Societe Generale, Chicago Branch, as
Agent. Filed as Exhibit 4-CC to the Trust's Annual Report on Form
10-K for the year ended December 31, 1995, and incorporated herein
by reference.
4-DD Agreement of Resignation, Appointment and Acceptance dated as of
August 23, 1996, by and among U.S. Auto Receivables Company,
Chrysler Financial Corporation, Manufacturers and Traders Trust
Company and The Bank of New York.
27 Financial Data Schedule.
E-7
Exhibit 4-DD
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
August 23, 1996, by and among U.S. Auto Receivables Company, a corporation
duly organized and existing under the laws of the State of Delaware and having
its principal office at 27777 Franklin Road, Southfield, Michigan 48034 (the
"Company"), Chrysler Financial Corporation, a corporation duly organized and
existing under the laws of the State of Michigan and having its principal
office at 27777 Franklin Road, Southfield, Michigan 48034 (the "Servicer"),
Manufacturers and Traders Trust Company, a banking corporation duly organized
and existing under the laws of the State of New York and having its principal
corporate trust office at One M & T Plaza, Buffalo, New York 14230 (the
"Resigning Trustee"), and The Bank of New York, a banking corporation duly
organized and existing under the laws of the State of New York and having its
principal corporate trust office at 101 Barclay Street, New York, New York
10286 (the "Successor Trustee").
RECITALS:
WHEREAS, the CARCO Auto Loan Master Trust (the "Trust") was created as
of May 31, 1991 by a Pooling and Servicing Agreement dated that date by and
among Chrysler Auto Receivables Company ("CARCO"), Chrysler Credit Corporation
("CCC"), and the Resigning Trustee (the "Trust Agreement").
WHEREAS, an Assignment and Assumption Agreement, dated as of August 8,
1991, by and among CARCO, the Company and the Resigning Trustee, replaced
CARCO with the Company under the Trust Agreement as Seller.
<PAGE>
WHEREAS, CCC was merged into the Servicer on December 31, 1995, and,
pursuant to Section 8.02 of the Trust Agreement, the Servicer assumed the
performance of every covenant and obligation of CCC under the Trust Agreement.
WHEREAS, the Resigning Trustee was named the Trustee of the Trust in
the Trust Agreement.
WHEREAS, the Trust has issued multiple series of asset backed
certificates ("Securities") representing ownership interests in the assets of
the Trust to numerous investors (the "Holders").
WHEREAS, Section 11.07 of the Trust Agreement provides that the
Trustee may at any time resign by giving written notice of such resignation to
the Company, effective upon the acceptance by a successor trustee of its
appointment as a successor trustee;
WHEREAS, Section 11.07 of the Trust Agreement provides that, if the
Trustee shall resign, the Company shall promptly appoint a successor Trustee;
WHEREAS, Section 11.08 of the Trust Agreement provides that any
successor trustee appointed in accordance with the Trust Agreement shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment under the Trust Agreement, and
thereupon the resignation of the predecessor trustee shall become effective
and
2
<PAGE>
such successor trustee, without any further act, deed of conveyance, shall
become fully vested with all rights, powers, duties and obligations of the
predecessor trustee under the Trust Agreement, with like effect as if
originally named as Trustee;
WHEREAS, the Company desires to appoint Successor Trustee as Trustee
to succeed Resigning Trustee under the Trust Agreement; and
WHEREAS, Successor Trustee is willing to accept such appointment as
successor trustee, under the Trust Agreement;
NOW, THEREFORE, the Company, the Servicer, the Resigning Trustee and
the Successor Trustee, for and in consideration of the premises and of other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby consent and agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
---------------------
SECTION 1.01. Pursuant to Section 11.07 of the Trust Agreement,
Resigning Trustee hereby notifies the Company and the Servicer that Resigning
Trustee is hereby resigning as Trustee under the Trust Agreement and the
Supplements.
SECTION 1.02. Resigning Trustee hereby represents and warrants to
Successor Trustee, the Company and the Servicer that:
3
<PAGE>
(a) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by Resigning Trustee, or to the
best of the knowledge of the Resigning Trustee, by the Holders
of the percentage in aggregate principal amount of the
Securities required by the Trust Agreement or any Supplement to
effect any such waiver.
(b) There is no action, suit or proceeding pending, or, to the best
of the knowledge of the Resigning Trustee, threatened against
Resigning Trustee before any court or any governmental
authority arising out of any action or omission by Resigning
Trustee as Trustee under the Trust Agreement or any Supplement.
(c) As of the effective date of this Agreement, the Resigning
Trustee will hold no property under the Trust Agreement or any
Supplement.
(d) Pursuant to Section 6.02 of the Trust Agreement,
Resigning Trustee has duly authenticated and delivered
Securities in the aggregate principal amount and in the
series and classes as listed on Schedule A attached
hereto as of the effective date of this Agreement,
those Securities and the series and classes which
remain outstanding as of the effective date of this
Agreement being duly noted on such schedule.
(e) Each person who so authenticated the Securities was duly
elected, qualified and acting as an officer of Resigning
Trustee and empowered to authenticate the Securities at the
respective times of such authentication and the signature of
such person or
4
<PAGE>
persons appearing on such Securities is each such
person's genuine signature.
(f) The Resigning Trustee has full power, authority and right to
execute, deliver and perform this Agreement; and this Agreement
has been duly authorized, executed and delivered by the
Resigning Trustee and constitutes its legal, valid and binding
obligation enforceable by its terms.
(g) To the best of the knowledge of the Resigning Trustee, no event
has occurred and is continuing which is, or after notice or
lapse of time would become, a Servicer Default under Section
10.01 of the Trust Agreement.
SECTION 1.03. Resigning Trustee hereby assigns, transfers, delivers
and confirms to Successor Trustee all right, title and interest of Resigning
Trustee in and to the Trust Agreement, the Supplements and the Trust Assets.
Resigning Trustee shall execute and deliver such further instruments and shall
do such other things as Successor Trustee may reasonably require so as to more
fully and certainly vest and confirm in Successor Trustee all the rights,
trusts and powers hereby assigned, transferred, delivered and confirmed to
Successor Trustee as Trustee.
SECTION 1.04. Resigning Trustee shall deliver to Successor Trustee, as
of the effective date hereof, all of the documents listed on Exhibit A hereto.
SECTION 1.05. Resigning Trustee shall transfer and deliver
to Successor Trustee, for deposit in, or crediting to, as
5
<PAGE>
applicable, the corresponding New Account (as defined in Section 3.02 of this
Agreement), any monies (including accrued interest thereon) (the "Monies") on
deposit in, and Eligible Investments credited to, the Collection Account, any
Series Accounts and any other accounts with respect to the Trust existing in
its name or in the name of the Trust with respect to the Trust or any series
of Securities (the " Old Accounts"), and shall close and terminate the Old
Accounts, all as of the effective date of this Agreement.
SECTION 1.06. Resigning Trustee shall cooperate fully with the
Servicer in connection with the obligations set forth in Section 3.03 of this
Agreement and will execute any and all douments reasonably required to fulfill
the intent of that section.
ARTICLE TWO
THE COMPANY
-----------
SECTION 2.01. The Company hereby accepts the resignation of Resigning
Trustee as Trustee under the Trust Agreement and the Supplements.
SECTION 2.02. The Company hereby appoints Successor Trustee as Trustee
under the Trust Agreement and the Supplements to succeed to, and hereby vests
Successor Trustee with, all the rights, powers, duties and obligations of
Resigning Trustee under the Trust Agreement and the Supplements with like
effect as if originally named as Trustee in the Trust Agreement and the
Supplements.
6
<PAGE>
SECTION 2.03. Immediately after the effective date of this Agreement,
the Company, through the Successor Trustee, shall cause a notice,
substantially in the form of Exhibit B annexed hereto, to be sent to each
Holder of the Securities and each Rating Agency in accordance with the
provisions of Section 11.08 of the Trust Agreement.
SECTION 2.04. The Company hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Company is a corporation duly and validly organized and
existing pursuant to the laws of the State of Delaware.
(b) The Trust Agreement and the Supplements were validly and
lawfully executed and delivered by the Company and the
Securities were validly issued by the Trust.
(c) The Company has performed or fulfilled prior to the date hereof
each covenant, agreement, condition, obligation and
responsibility of the Company under the Trust Agreement and the
Supplements.
(d) No event has occurred and is continuing which is, or after
notice or lapse of time would become, a Servicer Default under
Section 10.01 of the Trust Agreement.
(e) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by the Company, or to the best
of the Company's knowledge, by Holders of the percentage in
aggregate principal amount of the Securities required by the
Trust Agreement or any Supplement to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to
7
<PAGE>
the best of the Company's knowledge, threatened against the
Company before any court or any governmental authority arising
out of any action or omission by the Company under the Trust
Agreement or any Supplement.
(g) The Company has full power, authority and right to execute,
deliver and perform this Agreement; and this Agreement has been
duly authorized, executed and delivered by the Company and
constitutes a legal, valid and binding obligation enforceable
by its terms.
(h) All conditions precedent set forth in the Trust Agreement
relating to the appointment of The Bank of New York as
successor Trustee under that agreement and the Supplements have
been complied with by the Company.
SECTION 2.05. The Company shall cooperate fully with the Servicer in
connection with the obligations set forth in Section 3.03 of this Agreement
and will execute any and all documents reasonably required to fulfill the
intent of that section.
ARTICLE THREE
THE SERVICER
------------
SECTION 3.01. The Servicer hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Servicer is a corporation duly and validly organized and
existing pursuant to the laws of the State of Michigan.
(b) The Trust Agreement and the Supplements were validly
8
<PAGE>
and lawfully executed and delivered by the Servicer.
(c) The Servicer has performed or fulfilled prior to the
date hereof each covenant, agreement, condition, obligation and
responsibility of the Servicer under the Trust Agreement and
the Supplements.
(d) No event has occurred and is continuing which is, or after
notice or lapse of time would become, a Servicer Default under
Section 10.01 of the Trust Agreement.
(e) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by the Servicer, or to the best
of the Servicer's knowledge, by Holders of the percentage in
aggregate principal amount of the Securities required by the
Trust Agreement or any Supplement to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best
of the Servicer's knowledge, threatened against the Servicer
before any court or any governmental authority arising out of
any action or omission by the Servicer under the Trust
Agreement or the Supplement.
(g) The Servicer has full power, authority and right to execute,
deliver and perform this Agreement; and this Agreement has been
duly authorized, executed and delivered by the Servicer and
constitutes is legal, valid and binding obligation enforceable
by its terms.
SECTION 3.02. The Servicer shall establish, with the Successor
Trustee, an Eligible Deposit Account, in the name of the Trust, bearing a
designation clearly indicating that the
9
<PAGE>
funds deposited therein are held for the benefit of the applicable
Certificateholders and other Beneficiaries, in substitution for each of the
Old Accounts (such substitute accounts, the "New Accounts"), all as of the
effective date of this Agreement.
SECTION 3.03. The Servicer shall file such UCC financing statements
and amendments as may be necessary to reflect the resignation of Resigning
Trustee as Trustee of the Trust and the appointment of Successor Trustee as
Trustee of the Trust, all as of the effective date of this Agreement, and
deliver to the Successor Trustee stamped copies of, or filing receipts for,
such financing statements as soon as they are available.
ARTICLE FOUR
THE SUCCESSOR TRUSTEE
---------------------
SECTION 4.01. Successor Trustee hereby represents and warrants to
Resigning Trustee, the Company and the Servicer that:
(a) Successor Trustee is eligible under the provisions of Section
11.06 of the Trust Agreement and the Supplements to act as
Trustee under the Trust Agreement and the Supplements.
(b) The Successor Trustee has full power, authority and right to
execute, deliver and perform this Agreement; and this Agreement
has been duly authorized, executed and delivered by the
Successor Trustee and constitutes its legal, valid and binding
obligation.
10
<PAGE>
(c) The Successor Trustee is a banking corporation organized,
existing and in good standing under the laws of the State of
New York.
SECTION 4.02. Successor Trustee hereby accepts its appointment as
successor Trustee under the Trust Agreement and the Supplements and accepts
the rights, powers, duties and obligations of Resigning Trustee as Trustee
under the Trust Agreement and the Supplements, upon the terms and conditions
set forth therein, with like effect as if originally named as Trustee under
the Trust Agreement.
SECTION 4.03. References in the Trust Agreement and any Supplements to
"Corporate Trust Office" or other similar terms shall be deemed to refer to
the Corporate Trust Office of Successor Trustee at 101 Barclay Street, New
York, New York 10286 or any other office of Successor Trustee at which, at any
particular time, its corporate trust business shall be administered.
SECTION 4.04. Successor Trustee shall accept from Resigning Trustee
the Monies and Eligible Investments on deposit in, or credited to, each Old
Account and shall deposit or credit, as applicable, such Monies and Eligible
Investments to the corresponding New Account, all as of the effective date of
this Agreement.
SECTION 4.05. Successor Trustee shall cooperate fully with
the Servicer in connection with the obligations set forth in
11
<PAGE>
Section 3.03 of the Agreement and will execute any and all documents
reasonably required to fulfill the intent of that section.
ARTICLE FIVE
MISCELLANEOUS
-------------
SECTION 5.01. Except as otherwise expressly provided herein or unless
the context otherwise requires, all terms used herein which are defined in the
Trust Agreement shall have the meaning assigned to them in the Trust
Agreement.
SECTION 5.02. This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of the opening of business on
August 23, 1996.
SECTION 5.03. Resigning Trustee hereby acknowledges payment or
provision for payment in full by the Servicer of compensation for all services
rendered by Resigning Trustee under the Trust Agreement and the Supplements
and reimbursement in full by the Servicer of the expenses, disbursements and
advances incurred or made by Resigning Trustee in accordance with the Trust
Agreement and the Supplements. Resigning Trustee acknowledges that it
relinquishes any lien it may have upon all property or funds held or collected
by it to secure any amounts due it under the Trust Agreement or any
Supplement. The Servicer acknowledges its obligation set forth in Section 8.04
of the Trust Agreement to indemnify and hold harmless the Trust, for the
benefit of the Certificateholders and the other Beneficiaries, and the
Resigning
12
<PAGE>
Trustee, from and against any loss, liability, expense, damage or injury
suffered or sustained by reason of any acts, omissions or alleged acts or
omissions arising out of activities of the Servicer, the Trust or the
Resigning Trustee pursuant to the Trust Agreement, including any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim, subject, however to the exceptions set forth therein, and
acknowledges that such obligations shall survive the resignation and
replacement of the Resigning Trustee.
SECTION 5.04. This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Trust
Agreement.
SECTION 5.05. This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
SECTION 5.06. The Company, the Servicer, the Resigning Trustee and the
Successor Trustee hereby acknowledge receipt of an executed and acknowledged
counterpart of this Agreement and the effectiveness thereof.
13
<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged
and their respective seals to be affixed thereunto and duly attested all as of
the day and year first above written.
[SEAL] U.S. AUTO RECEIVABLES COMPANY
Attest:
By: /s/ D. H. Olsen
------------------------------
Name: D. H. Olsen
/s/ B. C. Babbish Title:Assistant Treasurer
- -------------------
Assistant Secretary
[SEAL] MANUFACTURERS AND
TRADERS TRUST COMPANY
---------------------
Resigning Trustee
Attest:
By: /s/ Leslie A. Boynton
--------------------------
Name: Leslie A. Boynton
/s/ Nancy L. George Title: Asst Vice President
- -------------------
Authorized Officer
[SEAL] THE BANK OF NEW YORK
- ------ --------------------
Successor Trustee
Attest:
By: /s/ Todd N. Niemy
---------------------
/s/ J. Ernst Name: Todd N. Niemy
- ------------------ Title: Vice President
Authorized Officer
[SEAL] CHRYSLER FINANCIAL CORPORATION
Attest: By: /s/ D. H. Olsen
----------------------------
Name: D. H. Olsen
/s/ B. C. Babbish Title:Assistant Treasurer
- --------------------
Assistant Secretary
14
<PAGE>
STATE OF NEW YORK )
)SS:
COUNTY OF NEW YORK )
On the day of , 1996, before me personally came
to me known, who, being by me duly sworn,
did depose and say that he/she resides at
; that he/she is
of THE BANK OF NEW YORK, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like authority.
/s/ Marilyn O. Austin
---------------------
Notary Public
Marilyn O. Austin
Notary Public, State of New York
No. 01AU5022741
Qualified in Queens County
Commission Expires Jan. 18, 1998
<PAGE>
STATE OF NEW YORK )
)SS:
COUNTY OF ERIE )
On the 23rd day of August 1996, before me personally came Leslie A. Boynton to
me known, who, being by me duly sworn, did depose and say that he/she resides
at 127 Brookpark Drive, Amherst, New York, 14228 ; that he/she of Manufacturer
and Traders Trust Company, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.
/s/ Deborah A. Speidel
-----------------------
Notary Public
Deborah A. Spiedel
Notary Public, State of New York
Qualified in Erie County
My Commission Expires May 31, 1998
<PAGE>
STATE OF MICHIGAN )
)SS:
COUNTY OF OAKLAND )
On the 23rd day of August , 1996, before me personally came David H. Olsen to
me known, who being by me duly sworn, did depose and say that he/she resides
at 5536 Whitfield, Troy, MI 48098 ; that he/she is
of U.S. Auto Receivables Company,
one of the corporations described in and which executed the above instrument;
that he/she knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
the authority of the Board of Directors of said corporation; and that he/she
signed his/her name thereto by like authority.
/s/ Jenifer L. Sheppard
-----------------------
Notary Public
Jenifer L. Sheppard
Notary Public, Macomb County, Michigan
Acting in Oakland County
My Commission Expires October 1, 2000
<PAGE>
STATE OF MICHIGAN )
)SS:
COUNTY OF OAKLAND )
On the 23rd day of August , 1996, before me personally came David H. Olsen to
me known, who being by me duly sworn, did depose and say that he/she resides
at 5536 Whitfield, Troy, MI 48098 ; that he/she is of Chrysler Financial
Corporation, one of the corporations described in and which executed the above
instrument; that he/she knows the corporate seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by the authority of the Board of Directors of said corporation; and that
he/she signed his/her name thereto by like authority.
/s/ Jenifer L. Sheppard
-----------------------
Notary Public
Jenifer L. Sheppard
Notary Public, Macomb County, Michigan
Acting in Oakland County
My Commission Expires October 1, 2000
<PAGE>
EXHIBIT A
Documents to be delivered to Successor Trustee
1. Conformed copy of Pooling and Servicing Agreement, dated as
of May 31, 1991, among Chrysler Auto Receivables Company,
Chrysler Credit Corporation and Manufacturers and Traders
Trust Company, as Trustee, as amended by a First Amendment
dated as of August 6, 1992 and a Second Amendment dated
September 21, 1993, and Series Supplements to the Pooling
and Servicing Agreement for all issued series of Securities
issued by the Trust as listed on Schedule A.
2. Conformed copy of Assignment and Assumption Agreement, dated
as of August 8, 1991, among Chrysler Auto Receivables
Company, U.S. Auto Receivables Company and Manufacturers and
Traders Trust Company, as Trustee.
3. Conformed copy of the Receivables Purchase Agreement, dated
as of May 31, 1991, between Chrysler Auto Receivables
Company and Chrysler Credit Corporation.
4. Copies of the reports on Form 10-K for the year ended December 31,
1995 and on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996 as filed by the Trust with the Securities and Exchange
Commission.
5. A copy of the most recent Annual Servicer Certificate
delivered pursuant to Section 3.05 of the Trust Agreement.
6. Copies of all Distribution Date Statements delivered since
December 31, 1995.
7. Copies of any official notices sent by the Trustee to the holders of
the Securities pursuant to the terms of the Trust Agreement or any
Series Supplement during the past twelve months.
8. Copy of microfiche listing the current Accounts forming the
corpus of the Trust
<PAGE>
EXHIBIT B
[COMPANY LETTERHEAD]
NOTICE
To the Holders of
Investor Certificates
of CARCO Auto Loan Master Trust
NOTICE IS HEREBY GIVEN, pursuant to Section 11.08 of the Pooling and
Servicing Agreement dated as of May 31, 1991 by and between Chrysler Auto
Receivables Company, as Seller (U.S. Auto Receivables Company, as successor)
(the "Company"), Chrysler Credit Corporation (now known as Chrysler Financial
Corporation), as Servicer, and Manufacturers and Traders Trust, as Trustee,
(the "Pooling and Servicing Agreement") that Manufacturers and Traders Trust
Company has resigned as Trustee under the Pooling and Servicing Agreement.
Pursuant to Section 11.08 of the Pooling and Servicing Agreement, The
Bank of New York, a banking corporation duly organized and existing under the
laws of the State of New York, has accepted appointment as Trustee under the
Pooling and Servicing Agreement. The address of the Corporate Trust Office of
The Bank of New York is 101 Barclay Street, New York.
Manufacturers and Traders Trust Company's resignation as Trustee and The Bank
of New York's appointment as successor Trustee were effective as of the
opening of business on August 23, 1996.
Dated: August 23, 1996
Very truly yours,
U.S. Auto Receivables Company,
as successor to Chrysler Auto
Receivables Company
By:___________________________
Name:
Title:
cc: Rating Agencies
<PAGE>
<TABLE>
<CAPTION>
Schedule A
List of Series of Securities issued
by CARCO Auto Loan Master Trust
Original Size Outstanding
Date Title (in millions) (in millions)
---- ----- ------------- -------------
<S> <C> <C> <C> <C>
May-91 CARCO Master Trust 1991-1 400
Jul-91 CARCO Master Trust 1991-2 250
CARCO Master Trust 1991-3 750
Dec-91 CARCO Master Trust Series A 300
Mar-92 CARCO Master Trust Series B 350
May-92 CARCO Master Trust Series C 150
Jul-92 CARCO Master Trust 1992-1 400
Oct-92 CARCO Master Trust 1992-2 400 400
Feb-93 CARCO Master Trust 1993-1 250 250
Nov-93 CARCO Master Trust 1993-2 500 500
Oct-94 CARCO Master Trust 1994-1 500 500
Dec-94 CARCO Master Trust 1994-2 500 500
Dec-94 CARCO Master Trust 1994-3(EURO) 350 350
Jan-95 CARCO Master Trust 1995-1 600 600
Mar-95 CARCO Master Trust 1995-2 600 600
May-95 CARCO Master Trust 1995-3 500 500
May-95 CARCO Master Trust 1995-4 500 500
CARCO Master Trust 1995-4A 500 500
Dec-95 CARCO Master Trust 1995-5 250 250
------ ------
$8,050 $5,450
====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> $ 123
<SECURITIES> 0
<RECEIVABLES> 7,348
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,471
<CURRENT-LIABILITIES> 123
<BONDS> 7,348
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,471
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
