Conformed Copy
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, 1999
------------------
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 000-19452
---------
CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
-------------------------
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 _____
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 (see Note 1). Results for interim periods should not be
considered indicative of results for a full year.
2
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
September 30,
--------------------
1999 1998
---- ----
(unaudited)
ASSETS
Cash and Cash Equivalents (Note 2) $ 50.0 $ 32.3
Receivables (Note 4) 8,861.4 8,057.0
-------- --------
TOTAL ASSETS $8,911.4 $8,089.3
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 50.0 $ 32.3
Asset Backed Certificates (Notes 3 and 4) 8,861.4 8,057.0
-------- --------
TOTAL LIABILITIES AND EQUITY $8,911.4 $8,089.3
======== ========
See Notes to Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Nine Months Ended
September 30,
----------------------
1999 1998
---- ----
(unaudited)
CASH RECEIPTS
Collections of Interest $ 635.1 $ 498.9
Deposit to Subordinated Accounts 21.1 7.5
Proceeds from Sales of Investor Certificates 3,350.0 1,000.0
Collections of Principal 190.3 2,350.0
-------- --------
TOTAL CASH RECEIPTS 4,196.5 3,856.4
-------- --------
CASH DISBURSEMENTS
Purchase of Certificates Held by USA 3,350.0 1,000.0
Distribution of Principal 190.3 2,350.0
Distributions of Interest 595.4 513.4
Distributions from Subordinated Accounts 1.2 18.3
Distributions of Servicer Fees 38.7 40.4
-------- --------
TOTAL CASH DISBURSEMENTS 4,175.6 3,922.1
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS 20.9 (65.7)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 29.1 98.0
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 50.0 $ 32.3
======== ========
See Notes to Financial Statements.
4
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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. The primary difference from the accrual basis to this basis is
that the financial statements do not record accrued interest receivable on
the Receivables or accrued interest payable on the Certificates from the most
recent Distribution Date to the balance sheet date.
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. The Trust received certain cash
deposits from Chrysler Financial Company L.L.C. which are held as liquidity
and credit enhancement reserves and invested in short-term instruments. Under
the Sale and Servicing Agreement, the servicer is required to convey
principal and interest collections to the Trust on a monthly basis.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of Chrysler Financial Company LLC ("LLC"), formerly known as
Chrysler Financial Corporation ("CFC"). On December 31, 1995, CCC merged with
and into CFC, now LLC. On November 12, 1998, LLC's parent, Chrysler
Corporation became a wholly-owned subsidiary of DaimlerChrysler AG
("Daimler") and on November 17, 1998, Chrysler Corporation changed its name
to DaimlerChrysler Corporation ("DaimlerChrysler").
5
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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:
<TABLE>
<CAPTION>
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ ----------------
<S> <C> <C>
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500.0 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250.0 (1)
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $288.5 (1)
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-2 Medium Term Certificates $100.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500.0 (1)
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600.0 (1)
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0 (1)
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $500.0
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $509.7
6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $190.3 (1)
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $500.0
Class A-2 Certificates $500.0
3/99 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
5.65% Class A-1 Certificates $400.0
5.78% Class A-2 Certificates $600.0
5/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Class A-1 Certificates $750.0
Class A-2 Certificates $600.0
7/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3 $1,000.0
</TABLE>
6
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES - (CONTINUED)
(1) Series matured prior to September 30, 1999. Refer to Note 5 for further
details.
Receivables in excess of total investor's certificates outstanding at
September 30, 1999 and 1998 are represented by Certificates held by USA.
7
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
<TABLE>
<CAPTION>
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- -------
<S> <C> <C> <C> <C>
91-3 7 7/8% Semi-Annually 8/1996 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly 2/1998 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1998 Matured
A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% Semi-Annually 8/1997 Matured
94-3 8 1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly 7/1998 Matured
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly 6/1998 Matured
95-4 Fed Funds + 0.26% Monthly 5/1998 Matured
95-4A Fed Funds + 0.26% Monthly 7/1998 Matured
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689% (4) Monthly 9/1999(3) 8/2004
98-1 A-1 LIBOR + 0.04% Monthly -- 6/2001
A-2 LIBOR + 0.08% Monthly -- 6/2003
99-1 A-1 5.65% Monthly -- 3/2001
A-2 5.78% Monthly -- 3/2002
99-2 A-1 LIBOR + 0.07% Monthly -- 5/2002
A-2 LIBOR + 0.13% Monthly -- 5/2004
99-3 LIBOR + 0.12% Monthly -- 7/2002
<FN>
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
8
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - (CONTINUED)
(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) As of September 30, 1999, $190.3 million of the original $700.0 million
of principal on Series 1997-1 was paid to Certificateholders.
(4) In connection with this Series, the Trust entered into an interest rate
swap agreement with AIG Financial Products Corporation ("AIG"), the
notional amount of which is equal to the principal amount of the related
Certificates. Under this agreement, AIG paid the Trust interest at the
Certificate Rate, and the Trust paid interest to AIG based on a floating
rate of LIBOR plus 0.25%.
</TABLE>
9
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.
10
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>
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998 $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1998 $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 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
August 1997 $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
July 1998 $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
June 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998 $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
11
<CAPTION>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding $509.7 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
August 1999 $121.4 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
September 1999 $68.9 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Outstanding $1 billion
March 1999 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
Outstanding 5.65% Class A-1 Certificates $400 million, and 5.78% Class A-2 Certificates
$600 million.
May 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Outstanding $1.35 billion
July 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3
Outstanding $1 billion
</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 CFC, now
LLC. CFC and LLC have 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.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Year 2000
The Trust relies on the servicer's computer systems. CFC, as servicer, has
conducted an evaluation of the actions necessary to ensure that its business
critical computer systems will function without disruption with respect to
the application of dating systems in the Year 2000. CFC has completed the
process of upgrading, replacing and testing certain of its information and
other computer systems. This remediation was essentially completed during the
third quarter of 1999. Contingency plans have been developed to address any
unforeseen Year 2000 problem. However, there can be no assurance that the
remedial actions being implemented by CFC will be completed in time to avoid
dating systems problems or that the cost will not be material to CFC. If CFC
is unable to complete its remedial actions in the planned timeframe,
contingency plans will be developed to address those business critical
computer systems that may not be Year 2000 compliant.
The cost of this remediation will not have a material effect to the
consolidated results of operations and financial position. These expenses are
being expensed as they occur. CFC has developed contingency plans to address
any unforeseen Year 2000 related events.
In addition, disruptions with respect to vendor or customer computer systems,
which are outside the control of CFC, could impair the ability of CFC to
obtain necessary services or to provide services to their customers.
Disruptions of CFC's computer systems, or the computer systems of CFC's
vendors or customers, as well as the cost of avoiding such disruption, could
have a material adverse effect upon the financial condition and results of
operations of CFC. CFC has assessed the Year 2000 readiness of its business
critical vendors and customers. CFC believes that the most likely worst case
scenario is that a small number of vendors will be unable to supply service
for a short time after January 1, 2000. As part of the assessment process,
CFC has developed contingency plans should any critical vendors be unable to
provide services.
13
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
(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 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-C 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-D 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-E 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-F 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-G 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.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-H 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-I 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-J 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. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on Form 10-Q for
the period ended September 30, 1996, and incorporated herein
by reference.
4-K 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. Filed as Exhibit 4-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-L 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. Filed as Exhibit 4-FF to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-M Series 1997-1 Supplement dated as of July 24, 1997, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 and
incorporated herein by reference.
4-N Series 1998-1 Supplement dated as of June 16, 1998, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-HH to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1998 and
incorporated herein by reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.1 to the Trust's Report on Form
8-K dated August 30, 1999 and incorporated herein by
reference.
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.2 to the Trust's Report on Form
8-K dated August 30, 1999 and incorporated herein by
reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-Q to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1999 and
filed herewith.
15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
27 Financial Data Schedule.
(b) The registrant filed the following report on Form 8-K during the quarter
ended September 30, 1999:
Date of Report Date Filed Items Reported
-------------- ---------- -------------
July 13, 1999 July 14, 1999 5, 7
Financial Statements Filed
--------------------------
None
Date of Report Date Filed Items Reported
-------------- ---------- -------------
August 30, 1999 August 30, 1999 5, 7
Financial Statements Filed
--------------------------
None
16
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 Company L.L.C., as Servicer
----------------------------------------------
Date: November 5, 1999 By: /s/ David H. Olsen
----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting Officer
17
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 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-C 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-D 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.
E-1
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-E 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-F 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-G 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-H 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-I 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.
E-2
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-J 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. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on form 10-Q for
the period ended September 30, 1996, and incorporated herein
by reference.
4-K 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. Filed as Exhibit 4-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-L 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. Filed as Exhibit 4-FF to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-M Series 1997-1 Supplement dated as of July 31, 1997, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 and
incorporated herein by reference.
4-N Series 1998-1 Supplement dated as of June 16, 1998, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4HH to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1998 and
incorporated herein by reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.1 to the Trust's Current Report on
Form 8-K dated August 30, 1999 and incorporated herein by
reference.
E-3
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, L.L.C., as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.2
to the Trust's Current Report on Form 8-K dated August 30, 1999 and
incorporated herein by reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Corporation, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4-Q
to the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 and filed herewith.
27 Financial Data Schedule.
E-4
CONFORMED COPY
=============================================================================
SERIES 1999-3 SUPPLEMENT
Among
U.S. AUTO RECEIVABLES COMPANY
CHRYSLER FINANCIAL COMPANY L.L.C.
and
THE BANK OF NEW YORK, as Trustee
Dated as of July 22, 1999
=============================================================================
TABLE OF CONTENTS
Page
----
ARTICLE I
Creation of the Series 1999-3 Certificates
SECTION 1.01. Designation..................................................1
ARTICLE II
Definitions
SECTION 2.01. Definitions..................................................1
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation......................................16
ARTICLE IV
Rights of Series 1999-3 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal
Collections.................................................17
SECTION 4.02. Monthly Interest............................................19
SECTION 4.03. Determination of Monthly Principal..........................20
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts..........20
SECTION 4.05. Deficiency Amount...........................................22
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available
Investor Principal Collections..............................23
SECTION 4.07. Distributions to Series 1999-3 Certificateholders...........24
SECTION 4.08. Application of Reserve Fund and Available
Subordinated Amount.........................................25
SECTION 4.09. Investor Charge-Offs........................................27
SECTION 4.10. Excess Servicing............................................27
SECTION 4.11. Excess Principal Collections................................27
SECTION 4.12. Excess Funding Account......................................28
SECTION 4.13. Accumulation Period Length; Accumulation Period
Commencement Date...........................................29
ARTICLE V
Distributions and Reports to Series 1999-3 Certificateholders
SECTION 5.01. Distributions...............................................29
SECTION 5.02. Reports and Statements to Series 1999-3 Certificateholders..30
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events..............................30
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase.........................................32
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to Section 2..33
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9........34
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Certain Permitted Actions, Amendments to the Agreement;
Additional Covenants........................................35
SECTION 9.02. Ratification of Agreement...................................39
SECTION 9.03. Counterparts................................................39
SECTION 9.04. Dealer Concentrations.......................................39
SECTION 9.05. The Certificates............................................39
SECTION 9.06. GOVERNING LAW...............................................39
EXHIBIT A Form of Series 1999-3 Certificate..........................A-1
ii
SERIES 1999-3 SUPPLEMENT
dated as of July 22, 1999 (the
"Series Supplement"), among U.S.
AUTO RECEIVABLES COMPANY, a
Delaware corporation, as Seller,
CHRYSLER FINANCIAL COMPANY
L.L.C., a Michigan limited
liability company, as Servicer,
and THE BANK OF NEW YORK, a New
York banking corporation, as
Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company ("CARCO") to the
Seller on August 8, 1991 (as assigned, amended and supplemented, the
"Agreement"), among the Seller, Chrysler Credit Corporation, which has been
succeeded by Chrysler Financial Company L.L.C., as Servicer, and Manufacturer
and Traders Trust Company, which has been succeeded by The Bank of New York,
as Trustee, CARCO has created and assigned to the Seller the CARCO Auto Loan
Master Trust (the "Trust"). Section 6.03 of the Agreement provides that the
Seller may from time to time direct the Trustee to issue, on behalf of the
Trust, one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 1999-3 Certificates
SECTION 1.01. Designation.
(a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Series Supplement to be known as
the "Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3".
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
ARTICLE II
Definitions
SECTION 2.01. Definitions.
1
(a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings.
"Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto (other than an Early Amortization Event
which has resulted in an Early Amortization Period which has ended as
described in clause (c) or clause (d) of the definition thereof in this
Series Supplement), the period commencing on the Accumulation Period
Commencement Date and ending upon the first to occur of (a) the commencement
of an Early Amortization Period (other than an Early Amortization Period
which has ended as described in clause (c) or clause (d) of the definition
thereof in this Series Supplement) and (b) the payment in full to Series
1999-3 Certificateholders of the outstanding principal amount of the Series
1999-3 Certificates.
"Accumulation Period Commencement Date" shall mean the first day of
the Collection Period upon which the number of full Collection Periods
remaining until the Series 1999-3 Expected Payment Date first equals the
Accumulation Period Length; provided, however, that, if at any time after the
January 2002 Distribution Date, any other outstanding Series (other than any
Excluded Series) shall have entered into a reinvestment period or an early
amortization period, the Accumulation Period Commencement Date shall be the
earlier of (i) the date that such outstanding Series shall have entered into
its reinvestment period or early amortization period and (ii) the
Accumulation Period Commencement Date as previously determined. If the
Accumulation Period Length is one month, two months, three months, four
months or five months, the Accumulation Period Commencement Date shall mean
the first day of the June 2002 Collection Period, the May 2002 Collection
Period, the April 2002 Collection Period, the March 2002 Collection Period or
the February 2002 Collection Period, respectively.
"Accumulation Period Length" shall mean a period which is one, two,
three, four or five month(s) long and is calculated as of the January 2002
Distribution Date and each Distribution Date thereafter that occurs prior to
the Accumulation Period Commencement Date, as the lesser of (i) the number of
full Collection Periods between such Distribution Date and the Series 1999-3
Expected Payment Date and (ii) the product, rounded upwards to the nearest
integer not greater than five, of (a) one divided by the lowest Monthly
Payment Rate during the last 12 months and (b) a fraction, the numerator of
which is the sum of (i) the Invested Amount as of such Distribution Date
(after giving effect to all changes therein on such date) and (ii) the
invested amounts of all other Series (other than any Excluded Series)
currently in their amortization or accumulation periods or scheduled to be in
their amortization or accumulation periods by the Series 1999-3 Expected
Payment Date as of such Distribution Date (after giving effect to all changes
therein on such date) and the denominator of which is the sum of the Invested
Amount as of such Distribution Date (after giving effect to all changes
therein on such date) and the invested amounts as of such Distribution Date
(after giving effect to all changes therein on such date) of all other
outstanding Series (other than any Excluded Series) which are scheduled to be
outstanding on the Series 1999-3 Expected Payment Date.
"Additional Carry-over Amount" shall have the meaning specified in
Section 4.02 (b).
"Additional Interest" shall have the meaning specified in Section
4.02(a).
2
"Adjusted Invested Amount" shall mean, with respect to Series 1999-3
for any Collection Period, an amount equal to the sum of (a) the Initial
Invested Amount of the Series 1999-3 Certificates on the Determination Date
occurring in such Collection Period, minus the excess, if any, of the
aggregate amount of Investor Charge-Offs for all Distribution Dates preceding
such date over the aggregate amount of any reimbursements of Investor
Charge-Offs for all Distribution Dates preceding such date and (b) the
applicable Available Subordinated Amount, if any, on the Determination Date
occurring in such Collection Period (in each case, after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following the Determination Date during the Collection
Period in which such date occurs).
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Series 1999-3 Allocation Percentage
with respect to such Collection Period and (b) the Defaulted Amount with
respect to such Collection Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1999-3 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect
to the related Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to
any Deposit Date, the product of (a) the Series 1999-3 Allocation Percentage
for the related Collection Period and (b) the aggregate amount of Collections
of Non-Principal Receivables relating to such Deposit Date.
"Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 1999-3 Allocation Percentage for
the related Collection Period and (b) the aggregate amount of Collections in
respect of Principal Receivables relating to such Deposit Date.
"Assets Receivables Rate" shall mean, with respect to any Interest
Period, an amount equal to the product of (a) the quotient obtained by
dividing (i) 360 by (ii) the actual number of days elapsed in such Interest
Period and (b) a percentage, expressed as a fraction, (i) the numerator of
which is the sum of (A) Investor Non-Principal Collections for the Collection
Period immediately preceding the last day of such Interest Period (which, for
the purposes of this definition only, shall be determined based on the
interest amounts billed to the Dealers which are due during such Collection
Period) less, except to the extent the Monthly Servicing Fee has been waived
by the Servicer, the Certificateholders Monthly Servicing Fee with respect to
such immediately preceding Collection Period and (B) the Investment Proceeds
to be applied on the Distribution Date related to such Interest Period and
(ii) the denominator of which is the sum of (A) the product of (I) the Series
1999-3 Floating Allocation Percentage, (II) the Series 1999-3 Series
Allocation Percentage and (III) the average Pool Balance (after giving effect
to charge-offs) for such immediately preceding Collection Period, (B) the
principal balance on deposit in the Excess Funding Account on the first day
of such Interest Period (after giving effect to all deposits to and
withdrawals therefrom on such first day) and (C) the principal balance on
deposit in the Principal Funding Account on the first day of such Interest
Period (after giving effect to all deposits to and withdrawals therefrom on
such first day).
"Automatic Additional Accounts" shall have the meaning specified in
Section 9.01(e).
3
"Automatic Removal Accounts" shall have the meaning specified in
Section 9.01(c).
"Automatic Removal Date" shall have the meaning specified in Section
9.01(c).
"Available Investor Principal Collections" shall mean, with respect
to any Distribution Date, the sum of (a) an amount equal to Investor
Principal Collections for such Distribution Date, (b) Allocable Miscellaneous
Payments with respect to such Distribution Date, (c) Series 1999-3 Excess
Principal Collections on deposit in the Collection Account for such
Distribution Date and (d) on the Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.08, except for Section 4.08(d).
"Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Seller's Non-Principal Collections
for such Deposit Date and (b) the Available Seller's Principal Collections
for such Deposit Date; provided, however, that the Available Seller's
Collections shall be zero for any Collection Period with respect to which the
Available Subordinated Amount is zero on the Determination Date immediately
following the end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Non-Principal Collections for such Deposit
Date.
"Available Seller's Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the result obtained by multiplying
(a) the excess of (i) the Seller's Percentage for the related Collection
Period over (ii) the Excess Seller's Percentage for such Collection Period by
(b) Allocable Principal Collections for such Deposit Date.
"Available Subordinated Amount" for the first Determination Date
shall mean an amount equal to the Required Subordinated Amount. The Available
Subordinated Amount for any subsequent Determination Date shall mean an
amount equal to (a) the lesser of (i) the Available Subordinated Amount for
the preceding Determination Date, minus (A) the Required Subordination Draw
Amount with respect to the preceding Distribution Date to the extent provided
in Section 4.08, minus (B) withdrawals from the Reserve Fund pursuant to
Section 4.08 on the preceding Distribution Date to make distributions
pursuant to Section 4.06(a)(iv) (but excluding any other withdrawals from the
Reserve Fund), plus (C) the portion of Excess Servicing for such preceding
Distribution Date distributed to the Seller pursuant to Section 4.10(c), plus
(D) the excess, if any, of the Required Subordinated Amount for such
Determination Date over the Required Subordinated Amount for the immediately
preceding Distribution Date due to an increase in the Subordination Factor
and (ii) the product of the fractional equivalent of the Subordinated
Percentage and the Invested Amount on such Determination Date, minus (b) in
the case of clause (a)(i), the Incremental Subordinated Amount for such
preceding Determination Date, plus (c) the Incremental Subordinated Amount
for the current Determination Date, plus (d) the Subordinated Percentage of
funds to be withdrawn from the Excess Funding Account on the succeeding
Distribution Date and paid to the Seller or allocated to one or more Series;
provided, however, that the Available Subordinated Amount may be increased on
any Determination Date by the Seller, in its sole discretion, by notice to
the
4
Trustee on or before such Determination Date, so long as the cumulative
amount of such increases does not exceed the lesser of (v) $11,111,111 or (w)
1.11% of the Invested Amount on such date; provided, however, (x) that, from
and after the commencement of the Accumulation Period until the Series 1999-3
Certificates are paid in full and (y) from and after the commencement of any
Early Amortization Period (other than an Early Amortization Period which has
ended as described in clause (c) or clause (d) of the definition thereof in
this Series Supplement) shall have commenced, the Available Subordinated
Amount shall be calculated based on the Invested Amount, as of the close of
business on the day preceding the Accumulation Period or Early Amortization
Period, as applicable.
"Calculation Agent" shall mean the Trustee.
"Carry-over Amount" shall mean, for any Distribution Date with
respect to which the related Certificate Rate is calculated on the basis of
the Assets Receivables Rate, the excess of (a) Monthly Interest for such
Distribution Date determined as if such Certificate Rate were calculated on
the basis of the LIBOR formula set forth in clause (a) of the definition of
Certificate Rate over (b) the actual Monthly Interest for such Distribution
Date.
"Carry-over Shortfall" shall have the meaning specified in Section
4.02(b).
"Certificate Rate" shall mean, with respect to any Interest Period,
the lesser of (a) LIBOR for such Interest Period, plus 0.12% and (b) the
Assets Receivables Rate for the immediately preceding Interest Period.
"Closing Date" shall mean July 22, 1999.
"Controlled Amortization Amount" shall mean an amount equal to the
Invested Amount as of the January 2002 Distribution Date (after giving effect
to any changes therein on such date), divided by the Accumulation Period
Length.
"Controlled Deposit Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the sum of (i) the product of
the Controlled Amortization Amount and the number of Distribution Dates from
and including the first Distribution Date with respect to the Accumulation
Period through and including such Distribution Date (but not in excess of the
Accumulation Period Length) and (ii) the amount on deposit in the Excess
Funding Account as of the January 2002 Distribution Date (after giving effect
to any withdrawals from or deposits to such account on such date (other than
the transfer to the Principal Funding Account of the amounts on deposit
therein on such date)), over (b) the sum of amounts on deposit in the Excess
Funding Account and the Principal Funding Account, in each case before giving
effect to any withdrawals from or deposits to such accounts on such
Distribution Date.
"Deficiency Amount" shall have the meaning specified in Section
4.05.
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.01 of the Agreement, together with any additional
Early Amortization Event specified in Section 6.01 of this Series Supplement.
5
"Early Amortization Period" shall mean a period beginning on the day
on which an Early Amortization Event specified in Section 9.01 of the
Agreement or Section 6.01 of this Series Supplement shall have occurred with
respect to Series 1999-3 and terminating on the earliest of (a) the payment
in full of the outstanding principal balance of the Series 1999-3
Certificates; (b) the Termination Date; (c) if such Early Amortization Period
has resulted from the occurrence of an Early Amortization Event described in
Section 9.01(a) of the Agreement, the end of the first Collection Period
during which an Early Amortization Event would no longer be deemed to exist
pursuant to such Section 9.01(a), so long as no other Early Amortization
Event (other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in this clause (c) or
clause (d) below) shall have occurred and the scheduled termination of the
Revolving Period shall not have occurred; and (d) if such Early Amortization
Period has resulted from the occurrence of an Early Amortization Event
described in Sections 9.01(a), (f) or (g) of the Agreement or Section 6.01,
other than Section 6.01(f) or (g), of this Series Supplement, the end of the
first Collection Period after which (i) the Trustee has received written
confirmation from Standard & Poor's that termination of such Early
Amortization Period will not result in the downgrading or withdrawal of such
entities' ratings of the Series 1999-3 Certificates, and (ii) Series 1999-3
Certificateholders holding Series 1999-3 Certificates evidencing more than
50% of the aggregate unpaid principal amount of the Series 1999-3
Certificates shall have consented to the termination of such Early
Amortization Period; provided that (x) no other Early Amortization Event
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in this clause (d) or
clause (c) above) shall have occurred, and (y) the scheduled termination of
the Revolving Period shall not have occurred.
"Eligible Investments" shall mean (a) book-entry securities,
negotiable instruments or securities represented by instruments in bearer or
registered form having original or remaining maturities of 30 days or less
(unless each Rating Agency confirms in writing that a longer maturity will
not result in the downgrade or withdrawal of such Rating Agency's rating of
the Series 1999-3 Certificates), but in no event occurring later than the
Distribution Date next succeeding the Trustee's acquisition thereof (unless
each Rating Agency confirms in writing that a longer maturity will not result
in the downgrade or withdrawal of such Rating Agency's rating of the Series
1999-3 Certificates), which evidence:
(i) direct obligations of, and obligations fully guaranteed
as to timely payment by, the United States of America;
(ii) demand deposits, time deposits or certificates of
deposit of any depository institution or trust company incorporated
under the laws of the United States of America or any state thereof
(or any domestic branch of a foreign bank) and subject to
supervision and examination by Federal or state banking or
depository institution authorities; provided, however, that at the
time of the Trust's investment or contractual commitment to invest
therein, the commercial paper or other short-term unsecured debt
obligations (other than such obligations the rating of which is
based on the credit of a person or entity other than such depository
institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category
granted thereby;
6
(iii) commercial paper having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating
from each of the Rating Agencies in the highest investment category
granted thereby;
(iv) investments in money market funds having a rating from
each of the Rating Agencies in the highest investment category
granted thereby or otherwise approved in writing thereby;
(v) bankers' acceptances issued by any depository
institution or trust company referred to in clause (ii) above;
(vi) repurchase obligations with respect to any security
that is a direct obligation of, or fully guaranteed by, the United
States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in clause (ii); and
(vii) repurchase obligations with respect to any security
or whole loan entered into with (i) a depository institution or
trust company (acting as principal) described in clause (ii) above
(except that the rating referred to in the proviso in such clause
(ii) shall be A-1 or higher in the case of Standard & Poor's) (such
depository institution or trust company being referred to in this
definition as a "Financial Institution"), (ii) a broker/dealer
(acting as principal) registered as a broker or dealer under Section
15 of the Securities Exchange Act of 1934, as amended (a
"Broker/Dealer"), the unsecured short-term debt obligations of which
are rated P-1 by Moody's and at least A-1 by Standard & Poor's at
the time of entering into such repurchase obligation (a "Rated
Broker/Dealer"), (iii) an unrated Broker/Dealer (an "Unrated
Broker/Dealer"), acting as principal, that is a wholly owned
subsidiary of a nonbank holding company the unsecured short-term
debt obligations of which are rated P-1 by Moody's and at least A-1
by Standard & Poor's at the time of entering into such repurchase
obligation (a "Rated Holding Company") or (iv) an unrated subsidiary
(a "Guaranteed Counterparty"), acting as principal, that is a wholly
owned subsidiary of a direct or indirect parent Rated Holding
Company, which guarantees such subsidiary's obligations under such
repurchase agreement; provided that the following conditions are
satisfied:
(A) the aggregate amount of funds invested in
repurchase obligations of a Financial Institution, a Rated
Broker/Dealer, an Unrated Broker/Dealer or Guaranteed
Counterparty in respect of which the Standard & Poor's
unsecured short-term ratings are A-1 (in the case of an
Unrated Broker/Dealer or Guaranteed Counterparty, such
rating being that of the related Rated Holding Company)
shall not exceed 20% of the sum of the then outstanding
principal balance of Series 1999-3 Certificates (there
being no limit on the amount of funds that may be invested
in repurchase obligations in respect of which such Standard
& Poor's rating is A-l+ (in the case of an Unrated
Broker/Dealer or Guaranteed Counterparty, such rating being
that of the related Rated Holding Company));
7
(B) in the case of any Series 1999-3 Account
(other than the Collection Account and the Yield Supplement
Account), the rating from Standard & Poor's in respect of
the unsecured short-term debt obligations of the Financial
Institution, Rated Broker/Dealer, Unrated Broker/Dealer or
Guaranteed Counterparty (in the case of an Unrated
Broker/Dealer or Guaranteed Counterparty, such rating being
that of the related Rated Holding Company) shall be A-1+;
(C) the repurchase obligation must mature within
30 days of the date on which the Trustee enters into such
repurchase obligation;
(D) the repurchase obligation shall not be
subordinated to any other obligation of the related
Financial Institution, Rated Broker/Dealer Unrated
Broker/Dealer or Guaranteed Counterparty;
(E) the collateral subject to the repurchase
obligation is held, in the appropriate form, by a custodial
bank on behalf of the Trustee;
(F) the repurchase obligation shall require that
the collateral subject thereto shall be marked to market
daily;
(G) in the case of a repurchase obligation of a
Guaranteed Counterparty, the following conditions shall
also be satisfied:
(i) the Trustee shall have received an
opinion of counsel (which may be in-house counsel)
to the effect that the guarantee of the related
Rated Holding Company is a legal, valid and
binding agreement of the Rated Holding Company,
enforceable in accordance with its terms, subject
as to enforceability to bankruptcy, insolvency,
reorganization and moratorium or other similar
laws affecting creditors' rights generally and to
general equitable principles;
(ii) the Trustee shall have received (x)
an incumbency certificate for the signer of such
guarantee, certified by an officer of such Rated
Holding Company, and (y) a resolution, certified
by an officer of the Rated Holding Company, of the
board of directors (or applicable committee
thereof) of the Rated Holding Company authorizing
the execution, delivery and performance of such
guarantee by the Rated Holding Company;
(iii) the only conditions to the
obligation of such Rated Holding Company to pay on
behalf of the Guaranteed Counterparty shall be
that the Guaranteed Counterparty shall not have
paid under such repurchase obligation when
required (it being understood that no notice to,
demand on or other action in respect of the
Guaranteed Counterparty is necessary) and that the
Trustee shall make a demand on the Rated Holding
Company to make the payment due under such
guarantee;
8
(iv) the guarantee of the Rated Holding
Company shall be irrevocable with respect to such
repurchase obligation and shall not be subordinate
to other obligations of the Rated Holding Company;
and
(v) each of Standard & Poor's and Moody's
has confirmed in writing to the Trustee that it
has reviewed the form of the guarantee of the
Rated Holding Company and has determined that the
Trust's investment in such repurchase obligation,
taking into account the issuance of such
guarantee, will not result in the downgrade or
withdrawal of the ratings assigned to the Series
1999-3 Certificates; and
(H) the repurchase obligations shall require that
the repurchase obligation be over-collateralized and shall
provide that, upon any failure to maintain such
overcollateralization, the repurchase obligation shall
become due and payable, and unless the repurchase
obligation is satisfied immediately, the collateral subject
to the repurchase agreement shall be liquidated and the
proceeds applied to satisfy the unsatisfied portion of the
repurchase obligation; and
(b) any other investment consisting of a financial asset that by its
terms converts to cash within a finite period of time; provided that each
Rating Agency shall have notified the Seller, the Servicer and the Trustee
that the Trust's investment therein will not result in a reduction or
withdrawal of the rating of any outstanding class or Series with respect to
which it is a Rating Agency.
"Excess Funding Account" shall have the meaning specified in Section
4.04(d)(i).
"Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to an Early Amortization Period, an amount
equal to the greater of (a) 5% of the initial principal balance of the Series
1999-3 Certificates and (b) the excess of (i) the sum of (x) the Available
Subordinated Amount on the preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on
such Distribution Date) and (y) an amount equal to (A) the excess of the
Required Participation Percentage over 100%, multiplied by (B) the
outstanding principal balance of the Series 1999-3 Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date) over (ii) the excess of (x) the Series 1999-3 Allocation
Percentage of the Pool Balance on the last day of the immediately preceding
Collection Period over (y) the Invested Amount on such Distribution Date
(after giving effect to changes therein on such Distribution Date); provided
that the Excess Reserve Fund Required Amount shall not exceed such Available
Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than 0%
nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables, Defaulted Receivables and Principal Receivables
during any Nonprincipal Period, the sum of (i) the Floating Allocation
Percentage with respect to such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available
Subordinated Amount as of the Determination Date occurring in such Collection
Period (after giving effect to the allocations, distributions, withdrawals
and deposits to be made on the Distribution Date immediately following such
9
Determination Date) and the denominator of which is the product of (x) the
Pool Balance as of the last day of such immediately preceding Collection
Period and (y) the Series 1999-3 Allocation Percentage for the Collection
Period in respect of which the Excess Seller's Percentage is being calculated
or (b) 100% minus, when used with respect to Principal Receivables during the
Accumulation Period and an Early Amortization Period, the sum of (i) the
Principal Allocation Percentage with respect to such Collection Period and
(ii) the percentage equivalent of a fraction, the numerator of which is the
Available Subordinated Amount as of the Determination Date occurring in such
Collection Period (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date immediately
following such Determination Date) and the denominator of which is the
product of (x) the Pool Balance as of the last day of such immediately
preceding Collection Period and (y) the Series 1999-3 Allocation Percentage
for the Collection Period in respect of which the Excess Seller's Percentage
is being calculated.
"Excess Servicing" shall mean, with respect to any Distribution
Date, the amount, if any, specified pursuant to Section 4.06(a)(vii) with
respect to such Distribution Date.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the immediately preceding Collection Period and the
denominator of which is the product of (a) the Pool Balance as of such last
day and (b) the Series 1999-3 Allocation Percentage for the Collection Period
in respect of which the Floating Allocation Percentage is being calculated;
provided, however, that, with respect to the July 1999 Collection Period, the
Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Initial Invested Amount on the
Closing Date and the denominator of which is the product of (x) the Pool
Balance on the Series Cut-Off Date and (y) the Series 1999-3 Allocation
Percentage with respect to the Series Cut-Off Date.
"Incremental Subordinated Amount" shall mean, with respect to any
Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of (i) (A) the Invested Amount on the last day
of the immediately preceding Collection Period or (B) with respect to the
first Determination Date, the Invested Amount on the Closing Date and (ii)
(A) the Available Subordinated Amount for such Determination Date (calculated
without adding the Incremental Subordinated Amount for such Distribution Date
as described in clause (c) of the definition thereof) or (B) with respect to
the first Determination Date, the product of the Invested Amount on the
Closing Date and the Subordinated Percentage and the denominator of which is
the Pool Balance on such last day by (b) the Trust Incremental Subordinated
Amount.
"Initial Distribution Date" shall mean August 16, 1999.
"Initial Invested Amount" means the portion of the initial principal
amount of the Series 1999-3 Certificates which is invested in Principal
Receivables on the Series Issuance Date, which is $1,000,000,000, plus (x)
the amount of any withdrawals from the Excess Funding Account in connection
with the purchase of an additional interest in Principal Receivables since
the Series Issuance Date, minus (y) the amount of any additions to the Excess
Funding Account in connection with a reduction in the Principal Receivables
in the Trust or an increase in the Subordination Factor since the Series
Issuance Date.
10
<PAGE>
"Initial Principal Amount" shall mean $1,000,000,000.
"Initial Reserve Fund Deposit Amount" shall mean $3,500,000.
"Initial Yield Supplement Account Deposit Amount" shall mean
$4,000,000.
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding
such Distribution Date to but excluding such Distribution Date (or, in the
case of the Initial Distribution Date, the period from and including the
Closing Date to but excluding the Initial Distribution Date). Interest will
be calculated on the basis of the actual number of days in each Interest
Period divided by 360 days.
"Interest Shortfall" shall have the meaning specified in Section
4.02(a).
"Invested Amount" means for any date an amount equal to the Initial
Invested Amount, minus the amount, without duplication, of principal payments
(except principal payments made from the Excess Funding Account) made to
Series 1999-3 Certificateholders or deposited to the Principal Funding
Account prior to such date since the Series Issuance Date, minus the excess,
if any, of the aggregate amount of Investor Charge-Offs for all Distribution
Dates preceding such date, over the aggregate amount of any reimbursements of
Investor Charge-Offs for all Distribution Dates preceding such date.
"Investment Proceeds" shall mean, with respect to any Determination
Date, all interest and other investment earnings accumulated for the
immediately preceding Collection Period (net of losses and investment
expenses) on funds on deposit in the Series 1999-3 Accounts, together with an
amount equal to the Series 1999-3 Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited to
the Collection Account pursuant to Section 4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section
4.09.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Collection Period and (b) Allocable
Non-Principal Collections deposited in the Collection Account for the related
Collection Period.
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to any Nonprincipal Period, or the Principal
Allocation Percentage, with respect to the Accumulation Period or an Early
Amortization Period for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (ii) Allocable Principal Collections deposited in
the Collection Account for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (b) the amount, if any, of Collections of
Non-Principal
11
Receivables, Investment Proceeds, Excess Servicing and Available Seller's
Collections to be distributed pursuant to Section 4.06(a)(iv), 4.08(b) or
4.10(a) on such Distribution Date.
"LIBOR" shall mean, with respect to any Interest Period, the offered
rate for United States dollar deposits for one month that appears on Telerate
Page 3750 as of 11:00 A.M., London time, on the LIBOR Determination Date. If
on any LIBOR Determination Date the offered rate does not appear on Telerate
Page 3750, the Calculation Agent will request each of the reference banks
(which shall be major banks that are engaged in transactions in the London
interbank market selected by the Calculation Agent) to provide the
Calculation Agent with its offered quotation for United States dollar
deposits for one month to prime banks in the London interbank market as of
11:00 A.M., London time, on such date. If at least two reference banks
provide the Calculation Agent with such offered quotations, LIBOR on such
date will be the arithmetic mean, rounded upwards, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, of all such quotations. If on such date fewer than two
of the reference banks provide the Calculation Agent with such quotations,
LIBOR on such date will be the arithmetic mean, rounded upwards, if
necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, of the offered per annum
rates that one or more leading banks in The City of New York selected by the
Calculation Agent are quoting as of 11:00 A.M., New York City time, on such
date to leading European banks for United States dollar deposits for one
month; provided, however, that if such banks are not quoting as described
above, LIBOR for such date will be LIBOR applicable to the Interest Period
immediately preceding such Interest Period.
"LIBOR Business Day" shall mean any day that is both a Business Day
and a day on which banking institutions in the City of London, England are
not required or authorized by law to be closed.
"LIBOR Determination Date" shall mean, with respect to any Interest
Period, the second LIBOR Business Day prior to such Interest Period.
"Monthly Interest" shall have the meaning specified in Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection Period the
percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" means, with respect to any Distribution Date,
the amount of monthly principal distributable with respect to the Series
1999-3 Certificates on such Distribution Date, as determined pursuant to
Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Moody's" means Moody's Investors Service, Inc.
"Nonprincipal Period" shall mean any period that is not the
Accumulation Period or an Early Amortization Period.
12
"Pool Factor" shall mean, with respect to any Determination Date, a
number carried out to 11 decimals representing the ratio of the Invested
Amount as of such Determination Date (determined after taking into account
any increases or decreases in the Invested Amount which will occur on the
following Distribution Date) to the Initial Invested Amount.
"Principal Allocation Percentage" shall mean with respect to any
Collection Period, the percentage equivalent (which shall never exceed 100%)
of a fraction, the numerator of which is the Invested Amount as of the last
day of the Revolving Period, if such last day has occurred or, if such last
day has not occurred, as of the last day of the immediately preceding
Collection Period, and the denominator of which is the product of (x) the
Pool Balance as of such last day and (y) the Series 1999-3 Allocation
Percentage for the Collection Period in respect of which the Principal
Allocation Percentage is being calculated; provided, however, that, with
respect to that portion of any Collection Period that falls after the date on
which any Early Amortization Event occurs (other than an Early Amortization
Event which has resulted in an Early Amortization Period which has ended as
described in clause (c) or clause (d) of the definition thereof in this
Series Supplement), the Principal Allocation Percentage shall be reset using
the Pool Balance as of the close of business on the date on which such Early
Amortization Event shall have occurred and Principal Collections shall be
allocated for such portion of such Collection Period using such reset
Principal Allocation Percentage.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (a) the Invested Amount on such
Distribution Date, (b) accrued and unpaid interest on the unpaid balance of
the Series 1999-3 Certificates (calculated on the basis of the outstanding
principal balance of the Series 1999-3 Certificates at the Certificate Rate
as in effect during the applicable Interest Periods) through the day
preceding such Distribution Date, (c) the amount of Additional Interest, if
any, for such Distribution Date and any Additional Interest previously due
but not distributed to the Series 1999-3 Certificateholders on a prior
Distribution Date, (d) any Carry-over Amount for such Distribution Date and
any Carry-over Amount previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date and (e) any Additional
Carry-over Amount for such Distribution Date and any Additional Carry-over
Amount previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date.
"Required Participation Percentage" shall mean, with respect to
Series 1999-3, 103%; provided, however, that if the aggregate amount of
Principal Receivables due from any Dealer or group of affiliated Dealers at
the close of business on the last day of any Collection Period with respect
to which such determination is being made pursuant to Section 9.04 is greater
than 1.5% of the Pool Balance on such last day, the Required Participation
Percentage shall mean, as of such last day and with respect to such
Collection Period and the immediately following Collection Period only, 104%;
provided further that the Seller may, upon 10 days' prior notice to the
Trustee and each Rating Agency, reduce the Required Participation Percentage
to a percentage which shall not be less than 100%; provided that no Rating
Agency shall have notified the Seller or the Servicer that any such reduction
will result in a reduction or withdrawal of the rating of any outstanding
Series or Class with respect to which it is a Rating Agency.
13
"Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental
Subordinated Amount.
"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05.
"Reserve Fund" shall have the meaning specified in Section 4.04.
"Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (a) the Reserve Fund Required
Amount for such Distribution Date exceeds (b) the amount of funds in the
Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Series 1999-3 Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
"Revolving Period" shall mean the period beginning at the close of
business on the Series Cut-Off Date and terminating on the earlier of (a) the
close of business on the day immediately preceding the Accumulation Period
Commencement Date and (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period terminates as described in clause (c) or clause (d) of
the definition thereof in this Series Supplement, the Revolving Period will
recommence as of the close of business on the day such Early Amortization
Period terminates.
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.
"Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables,
Defaulted Receivables and Principal Receivables during any Nonprincipal
Period, and (b) the Principal Allocation Percentage, when used with respect
to Principal Receivables during the Accumulation Period and an Early
Amortization Period.
"Series 1999-3" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.
"Series 1999-3 Accounts" shall have the meaning specified in Section
4.04(e)(i).
"Series 1999-3 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1999-3.
"Series 1999-3 Certificateholders" shall mean the Holders of Series
1999-3 Certificates.
14
"Series 1999-3 Certificates" shall mean any one of the certificates
executed by the Seller and authenticated by the Trustee, substantially in the
form of Exhibit A.
"Series 1999-3 Excess Principal Collections" shall mean that portion
of Excess Principal Collections allocated to Series 1999-3 pursuant to
Section 4.11.
"Series 1999-3 Expected Payment Date" shall mean the July 2002
Distribution Date.
"Series 1999-3 Final Payment Date" shall mean the first Distribution
Date on which, after giving effect to all payments to be made on that
Distribution Date, the outstanding principal amount of the Series 1999-3
Certificates will be paid in full.
"Series 1999-3 Principal Shortfall" shall have the meaning specified
in Section 4.11.
"Series Cut-off Date" shall mean June 30, 1999.
"Servicing Fee Rate" shall mean, with respect to Series 1999-3, 1%
per annum (on a 30/360 basis), or such lesser percentage as the Servicer
shall determine in connection with a waiver by the Servicer of all or any
portion of the Monthly Servicing Fee on any date.
"Special Payment Date" shall mean each Distribution Date with
respect to any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause (c) or clause (d) of the
definition thereof in this Series Supplement).
"Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is the Subordination Factor and the
denominator of which will be the excess of 100% over the Subordination
Factor.
"Subordination Factor" means 10%; provided, however, that the
Subordination Factor will be 11% in the event that the rating of the
long-term unsecured debt of CFC is lowered below BBB- by Standard & Poor's or
withdrawn by Standard & Poor's, unless, in either such case, the Seller
receives written confirmation from Standard & Poor's that the failure to so
increase the Subordination Factor would not result in the downgrade or
withdrawal of Standard & Poor's rating of the Series 1999-3 Certificates.
"Telerate Page 3750" shall mean the display page so designated on
the Dow Jones Telerate Service (or such other page as may replace that page
on that service, or such other service as may be nominated as the information
vendor, for the purpose of displaying London interbank offered rates of major
banks).
"Termination Date" shall mean the July 2004 Distribution Date.
"Termination Proceeds" shall mean any Termination Proceeds arising
out of a sale of Receivables (or interests therein) pursuant to Section 9.01
of this Series Supplement.
15
"Trust Available Subordinated Amount" means the sum of the Available
Subordinated Amount and the sum of the aggregate available subordinated
amounts for all other outstanding Series.
"Yield Supplement Account" shall have the meaning specified in
Section 4.04.
"Yield Supplement Account Deposit Amount" shall mean, with respect
to any Distribution Date, the amount, if any, by which the Yield Supplement
Account Required Amount exceeds the amount on deposit in the Yield Supplement
Account after giving effect to any deposits thereto and withdrawals therefrom
otherwise to be made on such Distribution Date.
"Yield Supplement Account Required Amount" shall mean, with respect
to any Distribution Date, an amount equal to the product of (a) 0.40% and (b)
the outstanding principal balance of the Series 1999-3 Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series
1999-3, Moody's and Standard & Poor's. As used in this Series Supplement and
in the Agreement with respect to Series 1999-3, "highest investment category"
shall mean (i) in the case of Standard & Poor's, A-l+ or AAA, as applicable,
and (ii) in the case of Moody's, P-1 or Aaa, as applicable. Any notice
required to be given to a Rating Agency pursuant to the Agreement or this
Series Supplement shall also be given to Fitch IBCA, Inc. ("Fitch"), and Duff
& Phelps Credit Rating Company ("D&P"), although no such entity shall be
deemed to be a Rating Agency for any purposes of the Agreement or this Series
Supplement with respect to Series 1999-3.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions
in Section 2.01 are applicable to the singular as well as to the plural forms
of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise specified; and the term "including" means "including without
limitation".
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on
each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the first Distribution Date
following the Termination Date and the first Distribution Date on which the
Invested Amount is zero, in an amount equal to one-twelfth of the product of
(a) the Servicing Fee Rate, (b) the Pool Balance as of the last day of the
Collection Period second preceding such
16
Distribution Date and (c) the Series 1999-3 Allocation Percentage with
respect to the immediately preceding Collection Period. The share of the
Monthly Servicing Fee allocable to the Series 1999-3 Certificateholders with
respect to any Distribution Date (the "Certificateholders Monthly Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the Invested Amount as of the last day of the Collection Period
second preceding such Distribution Date. The remainder of the Monthly
Servicing Fee shall be paid by the Seller and in no event shall the Trust,
the Trustee or the Series 1999-3 Certificateholders be liable for the share
of the Monthly Servicing Fee to be paid by the Seller; and the remainder of
the Servicing Fee shall be paid by the Seller and the Investor
Certificateholders of other Series and the Series 1999-3 Certificateholders
shall in no event be liable for the share of the Servicing Fee to be paid by
the Seller or the Investor Certificateholders of other Series. The
Certificateholders Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance
with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive all
or any portion of the Monthly Servicing Fee for any Distribution Date by
notice to the Trustee on or before the related Determination Date; provided
that the Servicer believes that sufficient Collections of Non-Principal
Receivables will be available on any future Distribution Date to pay the
Certificateholders Monthly Servicing Fee relating to the waived Monthly
Servicing Fee. If the Servicer so waives all or any portion of the Monthly
Servicing Fee for any Distribution Date, the Monthly Servicing Fee and the
Certificateholders Monthly Servicing Fee for such Distribution Date shall be
deemed to be reduced by the amount so waived for all purposes of this Series
Supplement and the Agreement; provided, however, that such Certificateholders
Monthly Servicing Fee shall be paid on a future Distribution Date solely to
the extent amounts are available therefor pursuant to Section 4.10(b);
provided, further, that, to the extent any such waived Certificateholders
Monthly Servicing Fee is so paid, the related portion of the Monthly
Servicing Fee to be paid by the Seller shall be paid by the Seller to the
Servicer.
ARTICLE IV
Rights of Series 1999-3 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections.
(a) Collections of Non-Principal Receivables and Principal
Receivables, Miscellaneous Payments and Defaulted Amounts allocated to Series
1999-3 pursuant to Article IV of the Agreement shall be allocated and
distributed as set forth in this Article.
(b) Subject to Section 4.01(d) below, the Servicer shall instruct
the Trustee to withdraw from the Collection Account and pay to the Seller on
the dates set forth below the following amounts:
(i) on each Deposit Date:
17
(A) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Non-Principal
Collections deposited in the Collection Account for such
Deposit Date; and
(B) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Principal
Collections deposited in the Collection Account for such
Deposit Date, if the Seller's Participation Amount (determined
after giving effect to any Principal Receivables transferred to
the Trust on such Deposit Date) exceeds the Trust Available
Subordinated Amount for the immediately preceding Determination
Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date); and
(ii) on each Deposit Date with respect to any Nonprincipal
Period, an amount equal to the Available Seller's Principal
Collections for such Deposit Date, if the Seller's Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the Trust
Available Subordinated Amount for the immediately preceding
Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date);
provided, however, that Available Seller's Principal Collections
shall be paid to the Seller with respect to any Collection Period
only after an amount equal to the sum of (A) the Deficiency Amount,
if any, relating to the immediately preceding Collection Period and
(B) the excess, if any, of the Reserve Fund Required Amount over the
amount in the Reserve Fund on the immediately preceding Distribution
Date (after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund on such Distribution Date) has
been deposited in the Collection Account from such Available
Seller's Principal Collections.
The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account
that do not represent Collections, including Miscellaneous Payments, payment
of the purchase price for the Certificateholders' Interest pursuant to
Section 2.03 of the Agreement, payment of the purchase price for the Series
1999-3 Certificateholders' Interest pursuant to Section 7.01 of this Series
Supplement and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or 12.02 of the Agreement.
(c) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and deposit into the Reserve Fund on Deposit Dates with
respect to any Nonprincipal Period, Available Seller's Principal Collections
for such Deposit Date, up to the amount of the excess, if any, determined
pursuant to Section 4.01(b)(ii)(B).
(d) Notwithstanding the provisions of Section 4.01(b)(i), on each
Deposit Date during any Collection Period on which any amount is on deposit
in the Excess Funding Account or Principal Funding Account, the Servicer
shall instruct the Trustee to withdraw from the Collection Account and
deposit in the Yield Supplement Account the amounts otherwise distributable
to the Seller pursuant to Section 4.01(b)(i) until the amount on deposit in
the Yield Supplement Account is equal to the Yield Supplement Account
Required Amount.
18
SECTION 4.02. Monthly Interest.
(a) The amount of monthly interest ("Monthly Interest") with respect
to the Series 1999-3 Certificates on any Distribution Date, commencing with
the Initial Distribution Date, shall be an amount equal to the product of (i)
the Certificate Rate, (ii) the outstanding principal balance of the Series
1999-3 Certificates as of the close of business on the preceding Distribution
Date (after giving effect to all repayments of principal made to Series
1999-3 Certificateholders on such preceding Distribution Date, if any) or, in
the case of the Initial Distribution Date, the Closing Date and (iii) a
fraction, the numerator of which is the actual number of days elapsed in such
Interest Period and the denominator of which is 360.
On the Determination Date preceding each Distribution Date,
commencing with the Initial Distribution Date, the Servicer shall determine
the excess, if any (the "Interest Shortfall"), of (x) the aggregate Monthly
Interest for the Interest Period applicable to such Distribution Date over
(y) the amount which will be available to be distributed to Series 1999-3
Certificateholders on such Distribution Date in respect thereof pursuant to
this Series Supplement. If the Interest Shortfall with respect to any
Distribution Date is greater than zero, an additional amount ("Additional
Interest") equal to the product of (i) the Certificate Rate (calculated
pursuant to clause (a) of the definition thereof) for the Interest Period
commencing on the related Distribution Date (or, for subsequent Interest
Periods, the Certificate Rate (calculated pursuant to clause (a) of the
definition thereof) for such subsequent Interest Periods), (ii) such Interest
Shortfall (or the portion thereof which has not been paid to Series 1999-3
Certificateholders) and (iii) a fraction, the numerator of which is the
actual number of days elapsed in such Interest Period (or in a subsequent
Interest Period) and the denominator of which is 360, shall be payable as
provided herein with respect to the Series 1999-3 Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Interest Shortfall is paid to Series 1999-3
Certificateholders. Notwithstanding anything to the contrary herein,
Additional Interest shall be payable or distributed to Certificateholders
only to the extent permitted by applicable law.
(b) On the Determination Date preceding each Distribution Date,
commencing with the Initial Distribution Date, the Servicer shall determine
the excess, if any (the " Carry-over Shortfall"), of (x) the Carry-over
Amount, if any, for such Distribution Date over (y) the amount which will be
available to be distributed to Series 1999-3 Certificateholders in respect
thereof on such Distribution Date pursuant to this Series Supplement. If the
Carry-over Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Additional Carry-over Amount") equal to the
product of (i) the Certificate Rate (calculated pursuant to clause (a) of the
definition thereof) for the Interest Period commencing on the related
Distribution Date (or, for subsequent Interest Periods, the Certificate Rate
(calculated pursuant to clause (a) of the definition thereof) for such
subsequent Interest Periods), (ii) such Carry-over Shortfall (or the portion
thereof which has not been paid to Series 1999-3 Certificateholders) and
(iii) a fraction, the numerator of which is the actual number of days elapsed
in such Interest Period (or in a subsequent Interest Period) and the
denominator of which is 360, shall be payable as provided herein with respect
to the Series 1999-3 Certificates on each Distribution Date following such
Distribution Date to the Distribution Date on which such Carry-over Shortfall
is paid to Series 1999-3 Certificateholders. Notwithstanding anything to the
contrary herein, any
19
Additional Carry-over Amount shall be payable or distributed to Series 1999-3
Certificateholders only to the extent permitted by applicable law.
SECTION 4.03. Determination of Monthly Principal.
(a) The amount of Monthly Principal distributable with respect to
the Series 1999-3 Certificates on each Distribution Date with respect to the
Accumulation Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that,
for each such Distribution Date, Monthly Principal shall not exceed the
Controlled Distribution Amount for such Distribution Date; and provided
further that Monthly Principal shall not exceed the Invested Amount.
(b) The amount of Monthly Principal distributable on each
Distribution Date with respect to an Early Amortization Period shall be equal
to the Invested Amount or, if less, the amount distributable in respect of
the Series 1999-3 Certificates on such Distribution Date pursuant to Section
4.06(d).
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.
(a) (i) The Servicer, for the benefit of the Series 1999-3
Certificateholders, shall cause to be established and maintained in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Reserve Fund") which shall be identified as the "Reserve Fund for the CARCO
Auto Loan Master Trust, Series 1999-3" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1999-3 Certificateholders. On the Closing Date, the Seller shall cause
to be deposited in the Reserve Fund the Initial Reserve Fund Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available on or before the following Distribution Date. All Eligible
Investments shall be held by the Trustee for the benefit of the Series 1999-3
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Reserve Fund received prior to such Distribution Date shall be
applied as set forth in Section 4.06(a) of this Series Supplement.
(b) (i) The Servicer, for the benefit of the Series 1999-3
Certificateholders, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Yield Supplement
Account"), which shall be identified as the "Yield Supplement Account for the
CARCO Auto Loan Master Trust Series 1999-3" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series 1999-3 Certificateholders. On the Closing Date, the Seller
shall cause to be deposited into the Yield Supplement Account the Initial
Yield Supplement Account Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Yield Supplement Account shall be invested by the Trustee in investments
consisting of financial assets selected by the Servicer; provided, however,
that such assets must, by their terms, convert to cash within a finite period
of time. All such financial assets shall be held by the Trustee for the
benefit of the Series 1999-3 Certificateholders. On each Distribution Date,
all interest and other investment
20
earnings (net of losses and investment expenses) on funds on deposit in the
Yield Supplement Account shall be applied as set forth in Section 4.06(a) of
this Series Supplement.
(iii) If on any Distribution Date there is a Carry-over Amount,
the Servicer shall cause the Trustee to apply the amounts on deposit in the
Yield Supplement Account up to the amount of such Carry-over Amount to
satisfy such Carry-over Amount. The Trustee shall be authorized to dispose of
investments in the Yield Supplement Account in order to obtain funds with
which to satisfy any Carry-over Amount.
(iv) If on any Distribution Date the amount on deposit in the
Yield Supplement Account (after giving effect to any withdrawals to be made
from the Yield Supplement Account on such Distribution Date) is greater than
the Yield Supplement Account Required Amount, the Servicer shall cause the
Trustee to pay to the Seller on such Distribution Date the excess of such
amount on deposit in the Yield Supplement Account over the Yield Supplement
Account Required Amount.
(c) (i) The Servicer, for the benefit of the Series 1999-3
Certificateholders, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), which shall be identified as the "Principal Funding Account for
CARCO Auto Loan Master Trust, Series 1999-3" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series 1999-3 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 1999-3 Certificateholders.
On each Distribution Date all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit therein shall be applied
as set forth in Section 4.06(a) of this Series Supplement. Funds on deposit
in the Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will be
available on or before the following Distribution Date.
(d) (i) The Servicer, for the benefit of the Series 1999-3
Certificateholders, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Excess Funding
Account"), which shall be identified as the "Excess Funding Account for CARCO
Auto Loan Master Trust, Series 1999-3" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1999-3 Certificateholders. No deposit will be made to the Excess
Funding Account on the Closing Date.
(ii) At the direction of the Servicer, funds on deposit in the
Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 1999-3 Certificateholders.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Excess Funding
Account shall be applied as set forth in Section 4.06(a) of this Series
Supplement. Funds deposited in the Excess Funding Account on any Distribution
Date shall be invested at the direction of the Servicer in
21
Eligible Investments that will mature so that such funds will be available on
or before the following Distribution Date.
(e) (i) The Trustee shall possess all right, title and interest in
and to all funds on deposit from time to time in, and all Eligible
Investments and other financial assets credited to, the Reserve Fund, the
Yield Supplement Account, the Principal Funding Account and the Excess
Funding Account (collectively the "Series 1999-3 Accounts") and in all
proceeds thereof. The Series 1999-3 Accounts shall be under the sole dominion
and control of the Trustee for the benefit of the Series 1999-3
Certificateholders. If, at any time, any of the Series 1999-3 Accounts ceases
to be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to exceed
30 calendar days, as to which each Rating Agency may consent) establish a new
Series 1999-3 Account meeting the conditions specified in paragraph (a)(i),
(b)(i), (c)(i) or (d)(i) above, as applicable, as an Eligible Deposit Account
and shall transfer any cash and/or any investments to such new Series 1999-3
Account. Neither the Seller, the Servicer nor any person or entity claiming
by, through or under the Seller, the Servicer or any such person or entity
shall have any right, title or interest in, or any right to withdraw any
amount from, any Series 1999-3 Account, except as expressly provided herein.
Schedule 1, which is hereby incorporated into and made part of this Series
Supplement, identifies each Series 1999-3 Account by setting forth the
account number of each such account, the account designation of each such
account and the name of the institution with which such account has been
established. If a substitute Series 1999-3 Account is established pursuant to
this Section, the Servicer shall provide to the Trustee an amended Schedule
1, setting forth the relevant information for such substitute Series 1999-3
Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct the
Trustee to make withdrawals and payments from the Series 1999-3 Accounts for
the purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each Distribution
Date, commencing with the Initial Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Deficiency
Amount"), if any, by which (a) the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not
distributed to the Series 1999-3 Certificateholders on a prior Distribution
Date, (iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date; (iv) the Certificateholders
Monthly Servicing Fee for such Distribution Date, (v) the Investor Default
Amount, if any, for such Distribution Date; (vi) the Series 1999-3 Allocation
Percentage of the amount of any Adjustment Payment required to be deposited
in the Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so deposited as of
such Determination Date and (vii) if such Distribution Date constitutes the
Final Payment Date the sum of (A) the amount of any Carry-over Amount for
such Distribution Date, (B) the amount of any Carry-over Amount previously
due but not previously distributed to Series 1999-3 Certificateholders on a
prior Distribution Date, (C) the amount of any Additional Carry-over Amount
for such Distribution Date and (D) the amount of any Additional Carry-over
Amount previously due but not previously paid to Series 1999-3
Certificateholders on a prior Distribution Date, in each case that will not
be satisfied on such date
22
by application, pursuant to Section 4.04(b)(iii), of amounts on deposit in
the Yield Supplement Account has not been so deposited as of such
Determination Date, exceeds (b) the sum of (i) Investor Non-Principal
Collections for such Distribution Date plus any Investment Proceeds with
respect to such Distribution Date and (ii) the amount of funds in the Reserve
Fund which are available pursuant to Section 4.08(a) and Section 4.08(d), as
applicable, to cover any portion of the Deficiency Amount. The lesser of the
Deficiency Amount and the Available Subordinated Amount shall be the
"Required Subordination Draw Amount".
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal Collections. The
Servicer shall cause the Trustee to apply, on each Distribution Date,
commencing with the Initial Distribution Date, Investor Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections
to make the following distributions:
(a) On each Distribution Date, commencing with the Initial
Distribution Date, an amount equal to the sum of Investor Non-Principal
Collections and any Investment Proceeds with respect to such Distribution
Date will be distributed in the following priority:
(i) first, an amount equal to Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest
previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date, plus the amount of
any Additional Interest for such Distribution Date and any
Additional Interest previously due but not distributed to the Series
1999-3 Certificateholders on a prior Distribution Date shall be
distributed to the Series 1999-3 Certificateholders;
(ii) second, an amount equal to the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iii) third, an amount equal to the Reserve Fund Deposit Amount,
if any, for such Distribution Date shall be deposited in the Reserve
Fund;
(iv) fourth, an amount equal to the Investor Default Amount for
such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
(v) fifth, an amount equal to the Carry-over Amount (after
giving effect to any withdrawals from the Yield Supplement Account
on such Distribution Date), if any, for such Distribution Date, plus
the amount of any Carry-over Amount previously due but not
previously distributed to the Series 1999-3 Certificateholders on a
prior Distribution Date, plus the amount of any Additional
Carry-over Amount for such Distribution Date and any Additional
Carry-over Amount previously due but not previously distributed to
the Series 1999-3 Certificateholders on a prior Distribution Date
shall be distributed to the Series 1999-3 Certificateholders;
(vi) sixth, an amount equal to the Yield Supplement Account
Deposit Amount, if any, for such Distribution Date shall be
deposited in the Yield Supplement Account; and
23
(vii) seventh, the balance, if any, shall constitute Excess
Servicing and shall be allocated and distributed as set forth in
Section 4.10.
(b) On each Distribution Date, commencing with the Initial
Distribution Date, with respect to any Nonprincipal Period, an amount equal
to Available Investor Principal Collections deposited in the Collection
Account for the related Collection Period shall be allocated first to make a
deposit to the Excess Funding Account if the sum of (i) the Invested Amount
(reduced for this purpose by the amount, if any, by which the Required
Participation Amount exceeds the Pool Balance due to an increase in the
Subordination Factor) and (ii) the amount on deposit in the Excess Funding
Account (other than any Investment Proceeds) prior to the allocation on such
Distribution Date is less than the outstanding principal balance of the
Series 1999-3 Certificates and second treated as Excess Principal Collections
and applied in accordance with Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to the Accumulation
Period, an amount equal to Available Investor Principal Collections will be
distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such
Distribution Date, shall be deposited by the Servicer or the Trustee
into the Principal Funding Account; and
(ii) second, unless an Early Amortization Event has occurred
(other than an Early Amortization Event which has resulted in an
Early Amortization Period which has ended as described in clause (c)
or clause (d) of the definition thereof in this Series Supplement),
after giving effect to the transactions referred to in clause (i)
above, an amount equal to the balance, if any, of such Available
Investor Principal Collections shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the
Agreement and Section 4.11 hereof.
(d) On each Distribution Date with respect to any Early Amortization
Period, an amount equal to the Monthly Principal will be distributed to the
Series 1999-3 Certificateholders.
SECTION 4.07. Distributions to Series 1999-3 Certificateholders.
(a) The Servicer shall cause the Trustee to make the following
distributions at the following times from the Collection Account, the Reserve
Fund, the Principal Funding Account and the Excess Funding Account:
(i) on each Distribution Date, all amounts on deposit in the
Collection Account or the Reserve Fund that are payable to the
Series 1999-3 Certificateholders with respect to accrued interest
will be distributed to the Series 1999-3 Certificateholders;
(ii) on the Series 1999-3 Expected Payment Date, all amounts on
deposit in the Principal Funding Account and the amount on deposit
in the Excess Funding Account, and all amounts on deposit in the
Collection Account that are payable to the Series 1999-3
Certificateholders with respect to principal, up to a maximum amount
on any such day equal to the excess of the outstanding principal
balance of the Series 1999-3 Certificates over the unreimbursed
Investor Charge-Offs, shall be distributed to the Series 1999-3
Certificateholders;
24
(iii) on each Special Payment Date, all amounts on deposit in
the Principal Funding Account and the Excess Funding Account, and
all amounts on deposit in the Collection Account that are payable to
the Series 1999-3 Certificateholders with respect to principal, up
to a maximum amount on any such day equal to the excess of the
outstanding principal balance of the Series 1999-3 Certificates over
the unreimbursed Investor Charge-Offs, shall be distributed to the
Series 1999-3 Certificateholders.
(b) On each Distribution Date on which there is any Carry-over
Amount or Additional Carry-over Amount, the Servicer shall instruct the
Trustee to distribute to the Series 1999-3 Certificateholders the amounts on
deposit in the Yield Supplement Account and the Collection Account payable
with respect thereto pursuant to Section 4.04(b)(iii) and Section 4.06(a)
(other than from Available Seller's Collections), respectively.
(c) If, on the Final Payment Date, there is any Carry-over Amount or
Additional Carry-over Amount (after giving effect to any distributions on
such date pursuant to Section 4.07(b)), the Servicer shall instruct the
Trustee to distribute to the Series 1999-3 Certificateholders the amounts
payable with respect thereto pursuant to Sections 4.08(b) and 4.08(d).
(d) The distributions to be made pursuant to this Section are
subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Series Supplement.
SECTION 4.08. Application of Reserve Fund and Available Subordinated
Amount.
(a) If the portion of Investor Non-Principal Collections and
Investment Proceeds allocated to the Series 1999-3 Certificateholders on any
Distribution Date pursuant to Section 4.06(a) is not sufficient to make the
entire distributions required on such Distribution Date by Sections
4.06(a)(i), (ii) and (iv), the Servicer shall cause the Trustee to withdraw
funds from the Reserve Fund to the extent available therein, and apply such
funds to complete the distributions pursuant to Section 4.06(a)(i), (ii) and
(iv); provided, however, that during any Early Amortization Period (other
than an Early Amortization Period which has ended as described in clause (c)
or clause (d) of the definition thereof in this Series Supplement) funds
shall not be withdrawn from the Reserve Fund to make distributions otherwise
required by Section 4.06(a)(iv) to the extent that, after giving effect to
such withdrawal, the amount on deposit in the Reserve Fund shall be less than
$1,000,000.
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is not the Final Payment Date,
the Servicer shall apply or cause the Trustee to apply the Available Seller's
Collections on deposit in the Collection Account on such Distribution Date,
but only up to the amount of the Required Subordination Draw Amount, to
25
make the distributions required by Sections 4.06(a)(i), (ii) and (iv) that
have not been made through the application of funds from the Reserve Fund in
accordance with the preceding paragraph. If there is a Required Subordination
Draw Amount for such Distribution Date, and such Distribution Date is the
Final Payment Date, the Servicer shall apply or cause the Trustee to apply
the Available Seller's Collections on deposit in the Collection Account on
such Distribution Date, but only up to the amount of the Required
Subordination Draw Amount, to make the distributions required by Sections
4.06(a)(i), (ii), (iv) and (v) with respect to the Series 1999-3 Certificates
that have not been made through the application of funds from the Reserve
Fund in accordance with Section 4.08(d). Any such Available Seller's
Collections remaining after the application thereof pursuant to the first or
second preceding sentence, as applicable, shall be treated as a portion of
Investor Principal Collections for such Distribution Date, but only up to the
amount of unpaid Adjustment Payments allocated to Series 1999-3 as described
in Section 4.05(a)(vi). The amount of the Available Seller's Collections
applied in accordance with the three preceding sentences shall reduce the
Available Subordinated Amount in all other cases as described in clause (A)
of the definition thereof. If the Required Subordination Draw Amount exceeds
Available Seller's Collections for such Distribution Date, the Available
Subordinated Amount shall be further reduced by the amount of such excess,
but not by more than the sum of (x) the Investor Default Amount and (y) the
amount of unpaid Adjustment Payments allocated to Series 1999-3 as described
in Section 4.05(a)(vi).
(c) If, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Sections 4.01(c),
4.04, 4.06(a), 4.08(a) and 4.08(e), (i) the amount in the Reserve Fund is
greater than the Reserve Fund Required Amount (or, for any Distribution Date
with respect to an Early Amortization Period, the Excess Reserve Fund
Required Amount) for such Distribution Date, the Servicer shall cause the
Trustee to distribute such excess amount to the Seller, subject to the
proviso contained in paragraph (f) below or (ii) the amount in the Reserve
Fund is less than such Reserve Fund Required Amount, then the Trustee shall
deposit any remaining Available Seller's Collections on deposit in the
Collection Account for such Distribution Date after giving effect to Section
4.08(b) into the Reserve Fund until the amount in the Reserve Fund is equal
to such Reserve Fund Required Amount. On the Termination Date, any funds in
the Reserve Fund will be treated as Available Investor Principal Collections.
(d) If, on the Final Payment Date, after giving effect to (c) above,
there is a Carry-over Amount or a Additional Carry-over Amount after giving
effect to withdrawals from the Yield Supplement Account on such date, the
Servicer shall cause the Trustee to withdraw funds in the amount of such
Carry-over Amount or Additional Carry-over Amount from the Reserve Fund (to
the extent available therein), and distribute such funds to the Series 1999-3
Certificateholders.
(e) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Sections 4.01(c),
4.04, 4.06(a) and 4.08(a), the amount in the Reserve Fund is less than the
Excess Reserve Fund Required Amount for such Distribution Date, the Trustee
shall deposit any remaining Available Seller's Collections on deposit in the
Collection Account for such Distribution Date into the Reserve Fund until the
amount in the Reserve Fund is equal to such Excess Reserve Fund Required
Amount.
(f) The balance of Available Seller's Collections on any
Distribution Date, after giving effect to any distributions thereof pursuant
to Section 4.08(a), (b), (c) or (e), shall be distributed to the Seller on
such Distribution Date; provided that, in the case of any remaining Available
Seller's Principal Collections, if the Trust Available Subordinated Amount
for the immediately preceding Determination Date exceeds the Seller's
Participation Amount on such
26
date (determined after giving effect to any Principal Receivables transferred
to the Trust on such Distribution Date), Section 4.08(c) hereof shall not
apply and the amount of such excess shall be deposited into the Reserve Fund,
with any remaining Available Seller's Principal Collections paid to the
Seller.
SECTION 4.09. Investor Charge-Offs. If, on any Distribution Date on
which the Available Subordinated Amount on the preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on such Distribution Date) is zero and the Deficiency
Amount for such Distribution Date is greater than zero, the Invested Amount
shall be reduced by the amount of the excess of such Deficiency Amount over
any remaining Available Subordinated Amount on such Determination Date, but
not by more than the Investor Default Amount (an "Investor Charge-Off"). Any
such Investor Charge-Off shall be applied to reduce the Invested Amount for
the related Collection Period. Investor Charge-Offs shall thereafter be
reimbursed and the Invested Amount increased (but not by an amount in excess
of the aggregate unreimbursed Investor Charge-Offs on any Distribution Date)
by the sum of (a) Allocable Miscellaneous Payments with respect to such
Distribution Date and (b) the amount of Excess Servicing allocated and
available for that purpose pursuant to Section 4.10(a). Any such increase
shall be applied to increase the outstanding principal balance the Series
1999-3 Certificates for the related Collection Period.
SECTION 4.10. Excess Servicing. The Servicer shall cause the Trustee
to apply, on each Distribution Date, commencing with the Initial Distribution
Date, Excess Servicing with respect to the Collection Period immediately
preceding such Distribution Date, to make the following distributions in the
following priority:
(a) an amount equal to the aggregate amount of Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09 (after giving effect to the allocation on such
Distribution Date of any amount for that purpose pursuant to Section
4.09) shall be treated as a portion of Available Investor Principal
Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of
the Certificateholders Monthly Servicing Fee which have been
previously waived pursuant to Section 3.01 shall be distributed to
the Servicer; and
(c) the balance, if any, shall be distributed to the
Seller.
SECTION 4.11. Excess Principal Collections.
(a) That portion of Excess Principal Collections for any
Distribution Date equal to the amount of Series 1999-3 Excess Principal
Collections for such Distribution Date will be allocated to Series 1999-3 and
will be distributed as set forth in this Series Supplement.
(b) Series 1999-3 Excess Principal Collections, with respect to any
Distribution Date, shall mean an amount equal to the Series 1999-3 Principal
Shortfall for such Distribution Date; provided, however, that, if the
aggregate amount of Excess Principal Collections for all Series for such
Distribution Date is less than the aggregate amount of Principal Shortfalls
for all Series entitled to share Excess Principal Collections for such
Distribution Date, then Series 1999-3
27
Excess Principal Collections for such Distribution Date shall equal the
product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
1999-3 Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Series entitled
to share Excess Principal Collections for such Distribution Date. The "Series
1999-3 Principal Shortfall", with respect to any Distribution Date, shall
equal the excess of (i) (x) for any Distribution Date with respect to the
Accumulation Period, the Controlled Distribution Amount, or (y) for any
Distribution Date with respect to an Early Amortization Period, the Invested
Amount, over (ii) (x) with respect to the Accumulation Period, Available
Investor Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Excess Principal Collections) or (y) with
respect to an Early Amortization Period, Available Investor Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Excess Principal Collections).
SECTION 4.12. Excess Funding Account.
(a) Any funds on deposit in the Excess Funding Account on the
January 2002 Distribution Date will be deposited in the Principal Funding
Account on such date. No funds will be deposited in the Excess Funding
Account during any Early Amortization Period. Additionally, no amounts will
be deposited in the Excess Funding Account with respect to any Collection
Period following the December 2001 Collection Period.
(b) On each Determination Date during any Nonprincipal Period, the
Seller shall determine whether the sum of the Invested Amount (reduced for
this purpose by the amount, if any, by which the Required Participation
Amount exceeds the Pool Balance due to an increase in the Subordination
Factor) and the amount on deposit in the Excess Funding Account (other than
any Investment Proceeds) is greater than the outstanding principal balance of
the Series 1999-3 Certificates. If on any such Determination Date such sum is
greater than the outstanding principal balance of the Series 1999-3
Certificates and thus there are sufficient Principal Receivables in the Trust
to permit an increase in the Invested Amount without causing an Early
Amortization Event to occur with respect to any outstanding Series, the
Seller shall notify the Trustee of the amount of the increase in the Invested
Amount. Subject to the provisions set forth below in this Section 4.12(b) and
to Sections 4.12(c) and (d) below, upon receipt of such notice the Invested
Amount shall be increased by the amount specified, and the Servicer shall
instruct the Trustee to withdraw from the Excess Funding Account and pay to
the Seller or allocate to one or more other Series, on the immediately
succeeding Distribution Date, an amount equal to the amount of such increase
in the Invested Amount. Such payment shall be in payment or partial payment
pursuant to the Receivables Purchase Agreement for additional Principal
Receivables transferred to the Trust or allocated to Series 1999-3. To the
extent that the Invested Amount is increased by any payment to the Seller or
any allocation to one or more other Series, the Seller's Interest or such
other Series invested amount, as applicable, shall be reduced by the amount
of such payment. In addition, any increase in the Invested Amount is subject
to the condition that after giving effect to such increase (i) the Pool
Balance equals or exceeds (ii) the sum of (A) the Required Participation
Amount, (B) the sum of the Required Subordinated Amount and the sum of the
required subordinated amounts for all other Series (or, if such other series
shall have no required subordinated amount, the available subordinated amount
with respect to such Series) and (C) the sum of any subordinated amounts
supporting any Enhancement for all other Series.
28
In connection with the foregoing, the Seller shall endeavor (taking into
account any seasonality experienced in the Accounts in the Trust) to minimize
the amounts on deposit, from time to time, in the Excess Funding Account.
(c) In the event that other Series issued by the Trust provide for
excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
(i) the allocation of additional Principal Receivables to increase the
Invested Amount, and the invested amounts of such other Series (and the
related withdrawals from the Excess Funding Account and the other excess
funding or similar accounts) will be based on the proportion that the amount
on deposit in the Excess Funding Account bears to amounts on deposit in the
excess funding accounts of all Series providing for excess funding accounts
or such similar arrangements or to amounts otherwise similarly available and
(ii) the deposit of amounts into the Excess Funding Account and the excess
funding accounts of such other Series will be pro rata based on the
proportion that the Adjusted Invested Amount bears to the adjusted invested
amounts of all Series providing for excess funding accounts or such similar
arrangements.
(d) In the event that any other Series is in an amortization, early
amortization or accumulation period the amounts of any withdrawals from the
Excess Funding Account shall be applied first to satisfy in full any then
applicable funding or payment requirements of such Series and second to make
a payment to the Seller. In the event that more than one other Series is in
an amortization, early amortization or accumulation period, the amounts of
any withdrawals from the Excess Funding Account shall be allocated (and, if
necessary, reallocated) among such Series as specified in the related Series
Supplement to meet the funding or payment requirements of each such Series
first to satisfy in full all then applicable funding or payment requirements
of each such Series and second to make a payment to the Seller.
SECTION 4.13. Accumulation Period Length; Accumulation Period
Commencement Date. Beginning on the January 2002 Distribution Date, and on
each Distribution Date thereafter that occurs prior to the Accumulation
Period Commencement Date, the Servicer shall calculate the Accumulation
Period Length and, if applicable, determine the Accumulation Period
Commencement Date. Once the Servicer has determined the Accumulation Period
Commencement Date, the Servicer shall promptly notify the Trustee in writing
of such determination. In connection therewith, the Seller hereby agrees not
to cause the Trust to issue any new Series during the period from the date
hereof until the date that the Series 1999-3 Certificates shall have been
paid in full, if such issuance would have an adverse effect on the results
obtained by application of the formula used to compute the Accumulation
Period Length.
ARTICLE V
Distributions and Reports
to Series 1999-3 Certificateholders
SECTION 5.01. Distributions.
(a) On each Distribution Date, commencing with the Initial
Distribution Date, the Trustee shall distribute to each Series 1999-3
Certificateholder of record on the preceding
29
Record Date (other than as provided in Section 12.02 of the Agreement
respecting a final distribution) such Certificateholder's pro rata share
(based on the aggregate fractional undivided interests represented by the
Series 1999-3 Certificates held by such Certificateholder) of the amounts on
deposit in the Series 1999-3 Accounts as is payable to the Series 1999-3
Certificateholders on such Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1999-3
Certificateholders hereunder shall be made by check mailed to each Series
1999-3 Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1999-3
Certificate or the making of any notation thereon; provided, however, that,
with respect to Series 1999-3 Certificates registered in the name of a
Depository, such distributions shall be made to such Depository in
immediately available funds.
SECTION 5.02. Reports and Statements to Series 1999-3
Certificateholders.
(a) At least two Business Days prior to each Distribution Date,
commencing with the Initial Distribution Date, the Servicer will provide to
the Trustee, and on each such Distribution Date, the Trustee shall forward to
each Series 1999-3 Certificateholder, a statement substantially in the form
of Exhibit B prepared by the Servicer setting forth certain information
relating to the Trust and the Series 1999-3 Certificates.
(b) A copy of each statement provided pursuant to paragraph (a) will
be made available for inspection at the Corporate Trust Office.
(c) On or before January 31 of each calendar year, beginning with
calendar year 2000, the Trustee shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a Series
1999-3 Certificateholder (or Certificate Owner), a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 1999-3 Certificateholders as set forth in paragraph (a)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person (or any related Certificate Owner) was a Series
1999-3 Certificateholder (or Certificate Owner), together with other
information as is required to be provided by an issuer of indebtedness under
the Internal Revenue Code and such other customary information as is
necessary to enable the Series 1999-3 Certificateholders (or Certificate
Owners) to prepare their tax returns. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of
the Internal Revenue Code as from time to time in effect.
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. The occurrence of any
of the following events shall be deemed to be an Early Amortization Event
solely with respect to Series 1999-3:
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(a) on any Determination Date, the average of the Monthly
Payment Rates for the three preceding Collection Periods is less
than 20%;
(b) on any Determination Date, the Available Subordinated
Amount for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect
to the distributions to be made on the next Distribution Date;
(c) any Service Default with respect to Series 1999-3
occurs;
(d) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds 20% of the Pool
Balance on such last day;
(e) any Carry-over Amount or any Additional Carry-over
Amount is outstanding on six consecutive Distribution Dates;
(f) the outstanding principal amount of the Series 1999-3
Certificates is not repaid by the Series 1999-3 Expected Payment
Date;
(g) the Trust shall file a petition commencing a voluntary
case under any chapter of the Federal bankruptcy laws; or the Trust
shall file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar
applicable Federal law, or shall consent to the filing of any such
petition, answer, or consent; or the Trust shall appoint, or consent
to the appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or the
Trust shall make an assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as
they become due; and
(h) any order for relief against the Trust shall have been
entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 60 days; or a
decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the Trust
under any other similar applicable Federal law, and such decree or
order shall have continued undischarged or unstayed for a period of
120 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Trust or of any substantial part of
its property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days.
The Trustee agrees that upon gaining knowledge of the occurrence of
any event described in Section 9.01 of the Agreement or Section 6.01 of this
Series Supplement it shall (a) promptly provide notice to the Rating Agencies
of the occurrence of such event and (b) notify the Series 1999-3
Certificateholders of the occurrence of such event within 45 days of the
expiration of the applicable grace period, if any. In the case of any event
described in Sections 9.01(f) or (g) of
31
the Agreement or Section 6.01(c) of this Series Supplement, an Early
Amortization Event with respect to Series 1999-3 will be deemed to have
occurred only if, after the applicable grace period described in such
Sections, if any, either the Trustee or Series 1999-3 Certificateholders
evidencing more than 50% of the aggregate unpaid principal amount of the
Series 1999-3 Certificates by written notice to the Seller and the Servicer
(and the Trustee, if given by Series 1999-3 Certificateholders) declare that
an Early Amortization Event has occurred as of the date of such notice. In
the case of any other Early Amortization Event, such Early Amortization Event
will be deemed to have occurred immediately upon the occurrence of such
event, without any notice or other action on the part of the Trustee or the
Series 1999-3 Certificateholders.
In the case of any Early Amortization Event described in Sections
9.01(a) or (f) of the Agreement or this Section 6.01, other than Sections
6.01(f), (g) or (h), provided that (i) no other Early Amortization Event
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in clause (c) or clause
(d) of the definition thereof in this Series Supplement) has occurred and
(ii) the scheduled termination of the Revolving Period has not occurred, the
Trustee agrees that it shall request written confirmation from Standard &
Poor's that the termination of the Early Amortization Period caused by the
occurrence of such Early Amortization Event will not result in the
downgrading or withdrawal of such entity's rating of the Series 1999-3
Certificates.
The Trustee further agrees that, where applicable, it shall promptly
notify the Series 1999-3 Certificateholders that it has received the written
confirmation referred to in the preceding paragraph, and that the Series
1999-3 Certificateholders may elect to terminate the related Early
Amortization Period.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase.
(a) On any Distribution Date occurring after the date on which the
Invested Amount is reduced to $100,000,000 or less, the Servicer shall have
the option to purchase the entire Series 1999-3 Certificateholders' Interest,
at a purchase price equal to the Reassignment Amount for such Distribution
Date.
(b) The Servicer shall give the Seller and the Trustee at least 10
days' prior written notice of the Distribution Date on which the Servicer
intends to exercise one of the purchase options described above. Not later
than 12:00 noon, New York City time, on such Distribution Date the Servicer
shall deposit the Reassignment Amount into the Collection Account in
immediately available funds. Such purchase options are subject to payment in
full of the Reassignment Amount. The Reassignment Amount shall be distributed
as set forth in Section 8.01(d).
(c) If at the time the Servicer exercises one of its purchase
options hereunder the Servicer's long-term unsecured debt has a rating lower
than Baa3 by Moody's, the Servicer shall deliver to the Trustee on such
Distribution Date an opinion of Counsel (which must be an
32
independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Series 1999-3 Certificateholders'
Interest purchased by the Servicer constitutes fair value for the
consideration paid therefor and as to the solvency of the Servicer, the
purchase of the Series 1999-3 Certificateholders Interest would not be
considered a fraudulent conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant to Section 7.01 of this
Series Supplement or Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the seller to the Collection Account
with respect to Series 1999-3 in connection with a purchase of the Series
1999-3 Certificateholders' Interest pursuant to Section 2.03 of the Agreement
shall equal the Reassignment Amount for the Distribution Date on which such
repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 2.03 of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution
Date on which such amounts are deposited (or, if such date is not a
Distribution Date, on the immediately following Distribution Date) (in the
priority set forth below): (x) deposit the Invested Amount on such date into
the Principal Funding Account and (y) deposit the amount of accrued and
unpaid interest on the unpaid balance of the Series 1999-3 Certificates, plus
the amount of Additional Interest, if any, for such Distribution Date plus
the amount of any Additional Interest previously due but not paid to Series
1999-3 Certificateholders on a prior Distribution Date, plus the amount of
any Carry-over Amount for such Distribution Date and any Carry-over Amount
previously due but not paid to Series 1999-3 Certificateholders on a prior
Distribution Date, plus the amount of any Additional Carry-over Amount for
such Distribution Date, plus the amount of any Additional Carry-over Amount
previously due but not paid to Series 1999-3 Certificateholders on any prior
Distribution Date, up to the Reassignment Amount for Series 1999-3.
(c) With respect to any Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution
Date on which such amounts are deposited (or, if such date is not a
Distribution Date, on the immediately following Distribution Date) (in the
priority set forth below): first, (x) deposit the Invested Amount on such
date into the Principal Funding Account and (y) deposit the amount of accrued
and unpaid interest on the unpaid balance of the Series 1999-3 Certificates,
plus the amount of Additional Interest, if any, for such Distribution Date,
plus the amount of any Additional Interest previously due but not paid to
Series 1999-3 Certificateholders on a prior Distribution Date, plus the
amount of any Carry-over Amount for such Distribution Date, plus the amount
of any Carry-over Amount previously due but not paid to Series 1999-3
Certificateholders on any prior Distribution Date, plus the amount of any
Additional Carry-over Amount for such Distribution Date, plus the amount of
any Additional Carry-over Amount previously due but not paid to Series 1999-3
Certificateholders on a prior
33
Distribution Date, up to the Reassignment Amount and (ii) second, pay the
remainder of any Termination Proceeds to the Seller.
(d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 of this Series Supplement, the
Trustee shall, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (in the priority set
forth below): (x) deposit the Invested Amount on such date into the Principal
Funding Account and (y) deposit the amount of accrued and unpaid interest on
the unpaid balance of the Series 1999-3 Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date, plus the amount of
any Additional Interest previously due but not paid to Series 1999-3
Certificateholders on a prior Distribution Date, plus the amount of any
Carry-over Amount for such Distribution Date, plus the amount of any
Carry-over Amount previously due but not paid to Series 1999-3
Certificateholders on any prior Distribution Date, plus the amount of any
Additional Carry-over Amount for such Distribution Date, plus the amount of
any Additional Carry-over Amount previously due but not paid to Series 1999-3
Certificateholders on a prior Distribution Date, up to the Reassignment
Amount.
(e) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account pursuant to Section 7.01 or 8.01 and all other amounts on
deposit therein shall be distributed in full to the Series 1999-3
Certificateholders on such date and any distribution made pursuant to
paragraph (c) above shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement with respect to the Series 1999-3
Certificates.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall first (in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in the Principal Funding Account;
provided that the amount of such deposit shall not exceed the product of (x)
the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect to
the related Collection Period. The remainder of the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections shall be allocated to
the Seller's Interest and shall be released to the Seller on such
Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) deduct an amount equal to the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not
distributed on a prior Distribution Date, (iii) the amount of Additional
Monthly Interest, if any, for such Distribution Date and any Additional
Monthly Interest previously due but not distributed on a prior Distribution
Date, (iv) any Carry-over Amount for such Distribution Date and any
Carry-over
34
Amount previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date and (v) the amount of any
Additional Carry-over Amount for such Distribution Date and any Additional
Carry-over Amount previously due but not distributed to the Series 1999-3
Certificateholders on a prior Distribution Date, from the portion of the
Insolvency Proceeds allocated to Allocable Non-Principal Collections and
deposit such amount in the Collection Account with such funds designated by
the Trustee as being held for the benefit of the Series 1999-3
Certificateholders; provided that the amount of such distribution shall not
exceed (x) the product of (A) the portion of the Insolvency Proceeds
allocated to Allocable Non-Principal Collections and (B) 100% minus the
Excess Seller's Percentage. The remainder of the portion of the Insolvency
Proceeds allocated to Allocable Non-Principal Collections shall be allocated
to the Seller's Interest and shall be released to the Seller on such
Distribution Date.
(c) Notwithstanding anything to the contrary in this Series
Supplement or in the Agreement, the entire amount deposited in the Principal
Funding Account and the Collection Account pursuant to this Section and all
other amounts on deposit therein shall be distributed in full to the Series
1999-3 Certificateholders on the Distribution Date on which funds are
deposited pursuant to this Section (or, if not so deposited on a Distribution
Date, on the immediately following Distribution Date) and any distribution
made pursuant to this Section shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement with respect to Series 1999-3.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Certain Permitted Actions, Amendments to the
Agreement; Additional Covenants.
(a) Notwithstanding anything to the contrary in the Agreement, funds
on deposit in the Collection Account may be invested in any Eligible
Investments (as that term is defined in this Series Supplement) that will
mature so that funds will be available on or before the following
Distribution Date.
(b) Notwithstanding anything to the contrary in the Agreement,
including Section 2.07(c) thereof, the Seller shall not be required to make
any deposit to the Collection Account in respect of the Repurchased
Receivables Price of any receivables repurchased by the Seller from the Trust
pursuant to such Section.
(c) Notwithstanding anything to the contrary contained herein or in
the Agreement, the Seller shall have the right to require the reassignment to
it of all the Trust's right, title and interest in, to and under the
Receivables then existing and thereafter created, all monies due or to become
due and all amounts received with respect thereto and all proceeds thereof in
or with respect to the Accounts ("Automatic Removed Accounts") designated by
the Seller, upon satisfaction of the following conditions: (a) on or before
the fifth business day immediately preceding the date upon which such
Accounts are to be removed, the Seller shall have given the Trust, each
Enhancement Provider and the Rating Agencies a Removal Notice specifying the
date for removal of the Automatic Removed Accounts (the "Automatic Removal
Date"); (b) on
35
or prior to the date that is five Business Days after the Automatic Removal
Date, the Seller shall have delivered to the Trustee a computer file or
microfiche or written list containing a true and complete list of the
Automatic Removed Accounts specifying for each such Account, as of the
removal notice date, its account number and the aggregate amount of
Receivables outstanding in such Account; (c) the Seller shall have
represented and warranted as of each Automatic Removal Date that the list of
Automatic Removed Accounts delivered pursuant to clause (b) above, as of the
Automatic Removal Date, is true and complete in all material respects; (d)
the Trustee shall have received confirmation from each Rating Agency that
such removal will not result in a reduction or withdrawal of such Rating
Agency's rating of any outstanding Series or Class of Certificates; (e) the
Seller shall have delivered to the Trustee, each Rating Agency and any
Enhancement Providers an officers' certificate, dated the Automatic Removal
Date, to the effect that the Seller reasonably believes that such removal
will not cause an early amortization event to occur with respect to any
Series; and (f) the Seller shall have delivered to the Trustee, each Rating
Agency and any Enhancement Providers a Tax Opinion, dated the Automatic
Removal Date, with respect to such removal. Notwithstanding the provisions
described above, from and after the date on which no Series issued prior to
March 10, 1999, is outstanding, the conditions specified in (a) that relate
to Enhancement Providers and Rating Agencies and the conditions specified in
(d), (e) and (f) above will not be required if all of the Accounts to be
removed have liquidated and have zero balances.
Upon satisfaction of the above conditions, on the Automatic Removal
Date all the right, title and interest of the Trust in and to the Receivables
arising in the Automatic Removed Accounts, all monies due and to become due
and all amounts received with respect thereto and all proceeds thereof shall
be deemed removed from the Trust for all purposes.
(d) Notwithstanding anything to the contrary herein or in the
Agreement, subject to the other limitations described in Section 4.03 of the
Agreement, CFC need not deposit collections with respect to any Collection
Period in the Collection Account until the related Distribution Date.
(e) Unless otherwise agreed to by the Rating Agencies,
notwithstanding anything to the contrary herein or in the Agreement, the
Seller may from time to time, at its discretion, and subject only to the
limitations specified in this paragraph, designate Additional Accounts to be
added to the Trust. (Additional Accounts designated to be added to the Trust
in accordance with the provisions of this Section 10.01(e) are referred to
herein as "Automatic Additional Accounts".) On the Addition Date with respect
to any Automatic Additional Accounts, the Trust shall purchase the
Receivables in such Automatic Additional Accounts (and such Automatic
Additional Accounts shall be deemed to be Accounts for purposes of the
Agreement) as of the close of business on the applicable Additional Cut-Off
Date, subject to the satisfaction of the following conditions:
(i) such Automatic Additional Accounts shall be Eligible
Accounts;
(ii) the Seller shall, to the extent required by Section 4.03 of
the Agreement, have deposited in the Collection Account all
Collections with respect to such Automatic Additional Accounts since
the Additional Cut-Off Date;
36
(iii) no selection procedures believed by the Seller to be
adverse to the interests of the Series 1999-3 Certificateholders
were used in selecting such Automatic Additional Accounts,
(iv) as of each of the Additional Cut-Off Date and the Addition
Date, no Insolvency Event with respect to CFC or the Seller shall
have occurred nor shall the transfer of the Receivables arising in
the Automatic Additional Accounts to the Trust have been made in
contemplation of the occurrence thereof;
(v) the addition of the Receivables arising in the Automatic
Additional Accounts shall not cause an early amortization event or
any event that, after the giving of notice or the lapse of time,
would constitute a early amortization event to occur with respect to
any Series;
(vi) on or before each Addition Date with respect to Automatic
Additional Accounts, the Seller shall have delivered to the Trustee
and the Rating Agencies (A) an Opinion of Counsel with respect to
the Receivables in the Automatic Additional Accounts substantially
in the form of Exhibit G-2 to the Agreement and (B) a Tax Opinion
with respect to such addition;
(vii) within ten Business Days of the date on which any such
Receivables are added to the Trust, the Seller shall have delivered
to the Trustee a written assignment and a computer file or a
microfiche list containing a true and complete list of the related
Automatic Additional Accounts specifying for each such Account its
account number, the collection status, the aggregate amount
outstanding in such Account and the aggregate amount of Principal
Receivables outstanding in such Account; and
(viii) the Seller shall have delivered to the Trustee an
Officer's Certificate of the Seller, dated the Addition Date, to the
effect that conditions (i) through (v) and (vii) above have been
satisfied.
The Seller hereby represents and warrants to the Trust as of the
related Addition Date as to the matters relating to it set forth in
paragraphs (iii) and (iv) above and that the file or list described below is,
as of the applicable Additional Cut-Off Date, true and complete in all
material respects.
In connection with the designation of Automatic Additional Account
to be added to the Trust, the Seller shall deliver to the Trustee (i) the
computer file or microfiche list required to be delivered pursuant to Section
2.01 of the Agreement with respect to such Automatic Additional Accounts and
(ii) a duly executed, written Assignment (including an acceptance by the
Trustee for the benefit of the Certificateholders), substantially in the form
of Exhibit B to the Agreement (the "Assignment").
Unless each Rating Agency otherwise consents, the number of
Automatic Additional Accounts added to the Trust with respect to any of the
three consecutive Collection Periods beginning in January, April, July and
October of each calendar year shall not exceed 8% of the number of Accounts
as of the first day of the calendar year during which such Collection Periods
commence and the number of Automatic Additional Accounts designated during
any such
37
calendar year shall not exceed 20% of the number of Accounts as of the first
day of such calendar year. On or before the first business day of each
Collection Period beginning in January, April, July and October of each
calendar year, the Seller shall have requested and obtained notification from
each Rating Agency of any limitations to the right of the Seller to designate
Eligible Accounts as Automatic Additional Accounts during any period which
includes such Collection Period. To the extent that Automatic Additional
Accounts have been added to the Trust during the three consecutive Collection
Periods. ending in the calendar month prior to such date, on or before
January 31, April 30, July 31, October 31 of each calendar year, the Trustee
shall have received confirmation from each Rating Agency that the addition of
all Automatic Additional Accounts included as Accounts during the three
consecutive Collection Periods ending in the calendar month prior to such
date shall not have resulted in any applicable Rating Agency reducing or
withdrawing its rating of any outstanding Series or Class of Certificates. If
such Rating Agency confirmation with respect to any Automatic Additional
Accounts is not so received, such Automatic Additional Accounts will be
removed from the Trust.
(f) Each Holder of a Series 1999-3 Certificate, by such Holder's
acceptance thereof, will be deemed to have consented to an amendment to the
Agreement that incorporates the provisions of Sections 9.01(a) and 9.01(b),
9.01(c), 9.01(d) and 9.01(e), it being understood that no such amendment
shall be effective unless and until (i) each Series of Investor Certificates
issued prior to October 20, 1994 shall no longer be outstanding or shall have
consented to such amendment in accordance with the Agreement and (ii) with
respect to the last sentence of Section 9.01(c), each Series of Investor
Certificates issued prior to March 10, 1999 shall no longer be outstanding or
shall have consented to such amendment in accordance with the Agreement.
(g) Except for the conveyance hereunder to the Trustee, the Seller
will not sell, pledge, assign or transfer to any other Person any rights it
might have to funds on deposit in the Reserve Fund, the Principal Funding
Account, the Excess Funding Account or the Yield Supplement Account, or
Investment Proceeds with respect thereto.
(h) Notwithstanding anything to the contrary in Section 12.02(c) of
the Agreement, the following shall be applicable to the Series 1999-3
Certificates:
In the event that the Invested Amount is greater than zero on the
Termination Date (after giving effect to deposits and distributions otherwise
to be made on the Termination Date), the Trustee will sell or cause to be
sold on the Termination Date Receivables (or interests therein) in an amount
equal to the sum of (i) 110% of the Invested Amount on the Termination Date
(after giving effect to such deposits and distributions) and (ii) the
Available Subordinated Amount on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date following such Determination Date);
provided, however, that in no event shall such amount exceed the product of
the Series 1999-3 Allocation Percentage (for the Collection Period in which
the Termination Date occurs) of Receivables on the Termination Date. The
proceeds (the "Termination Proceeds") from such sale shall be immediately
deposited into the Collection Account for the benefit of the Series 1999-3
Certificateholders.
38
SECTION 9.02. Ratification of Agreement. As supplemented by this
Series Supplement, the Agreement is in all respects ratified and confirmed
and the Agreement as so supplemented by this Series Supplement shall be read,
taken and construed as one and the same instrument.
SECTION 9.03. Counterparts. This Series Supplement may be executed
in two or more counterparts (and by different parties on separate
counterparts) each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 9.04. Dealer Concentrations. So long as this Series 1999-3
shall be outstanding, on the last day of each Collection Period, the Servicer
shall determine if the aggregate amount of Principal Receivables due from any
Dealer or group of affiliated Dealers on such date is greater than 1.5% of
the Pool Balance on such date. The Servicer shall promptly provide the
Trustee a report setting forth the basis for such determination. The Trustee
upon request from any Rating Agency will make such report available to such
Rating Agency.
SECTION 9.05. The Certificates. Notwithstanding anything to the
contrary in the Agreement, each of the Series 1999-3 Certificates may be
executed by manual or facsimile signature on behalf of the Seller by any
assistant secretary of the Seller.
SECTION 9.06. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
39
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.
U.S. AUTO RECEIVABLES COMPANY,
Seller,
by
/s/ David H. Olsen
---------------------------------------
CHRYSLER FINANCIAL COMPANY L.L.C.,
Servicer,
by
/s/ David H. Olsen
---------------------------------------
THE BANK OF NEW YORK,
Trustee,
by
/s/ Kimberly Gilfoil
---------------------------------------
40
EXHIBIT A-1
[FORM OF CERTIFICATE]
FACE OF CERTIFICATE
Initial Invested Amount(1):
REGISTERED
$[ ]
Certificate No. R-[ ]
CUSIP NO. [ ]
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & to. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CARCO AUTO LOAN MASTER TRUST
FLOATING RATE AUTO LOAN ASSET BACKED CERTIFICATES,
SERIES 1999-3
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Chrysler Financial Company L.L.C. meeting certain eligibility
criteria. This certificate (a "Certificate") does not represent an interest
in, or obligation of, U.S. Auto Receivables Company (the "Seller" or "USA"),
Chrysler Financial Company L.L.C. or any affiliate thereof.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not
be entitled to any benefit under the Pooling and Servicing Agreement referred
to on the reverse side hereof or be valid for any purpose.
- ---------
(1) Denominations of $1,000 and integral multiples of $1,000 in excess
thereof
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be
duly executed.
U.S. AUTO RECEIVABLES COMPANY,
by
----------------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned
Pooling and Servicing Agreement.
THE BANK OF NEW YORK
as Trustee,
by
-------------------------------
Authorized Officer
2
REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series 1999-3
Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the "Trust")
created pursuant to a Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company (the "Seller") on August 8, 1991 (as assigned and as
amended and supplemented from time to time, the "P&S"), among the Seller,
Chrysler Credit Corporation, which has been succeeded by Chrysler Financial
Company L.L.C., as servicer (the "Servicer"), and Manufacturers and Traders
Trust Company, which has been succeeded by The Bank of New York, as trustee
(the "Trustee"), as supplemented by the Series 1999-3 Supplement dated as of
July 22, 1999 among the Seller, the Servicer and the Trustee (the "Series
Supplement"), that are allocated to the Series 1999-3 Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the
Series Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement. The corpus of the Trust will include (a) all of the
Seller's right, title and interest in, to and under the Receivables in each
Account and all Collateral Security with respect thereto owned by the Seller
at the close of business on the Cut-Off Date, in the case of the Initial
Accounts, and on the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof, (b) all of the Seller's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables Purchase
Agreement, (c) all of the Seller's right, title and interest in, to and under
the Receivables in each Account (other than any newly created Receivables in
any Designated Account) and all Collateral Security with respect thereto
owned by the Seller at the close of business on each Transfer Date and not
theretofore conveyed to the Trust, all monies due or to become due and all
amounts received with respect thereto and all proceeds (including "proceeds"
as defined in Section 9-306 of the UCC as in effect in the State of Michigan
and Recoveries) thereof, (d) all monies on deposit in, and Eligible
Investments or other investments credited to, the Collection Account or any
Series Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Seller's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Seller's Interest in the Trust. The Seller's
Certificate will represent the interest in the Trust Assets not represented
by the Investor Certificates.
The Receivables consist of advances made directly or indirectly by
Chrysler Financial Company L.L.C. to domestic automobile dealers franchised
by DaimlerChrysler Corporation or any other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series 1999-3
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth
3
below, this Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules and exhibits) may be requested from the Trustee by writing
to the Trustee at The Bank of New York, 101 Barclay Street, New York, New
York 10286, Attention: Corporate Trust Office. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them
in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and
the Series 1999-3 Certificates have been (or will be) issued with the
intention that the Series 1999-3 Certificates will qualify under applicable
tax law as indebtedness of the Seller secured by the Receivables. The Seller,
each Beneficiary and each Certificateholder and Certificate Owner, by the
acceptance of its Certificate or Book-Entry Certificate, as applicable,
agrees to treat the Series 1999-3 Certificates as indebtedness of the Seller
secured by the Receivables for Federal income taxes, state and local income,
single business and franchise taxes and any other taxes imposed on or
measured by income.
On each Distribution Date, the Trustee shall distribute to each
Series 1999-3 Certificateholder of record at the close of business on the day
preceding such Distribution Date (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interest represented by the Series 1999-3 Certificates held by such
Certificateholder, except as otherwise provided in the Pooling and Servicing
Agreement) of such amounts on deposit in the Collection Account and any
Series Account as are payable in respect of the Series 1999-3 Certificates
pursuant to the Pooling and Servicing Agreement. Distributions with respect
to this Certificate will be made by the Trustee by check mailed to the
address of the Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Certificate or the
making of any notation thereon (except for the final distribution in respect
of this Certificate) except that with respect to Series 1999-3 Certificates
registered in the name of a Depository, including Cede & Co., the nominee for
The Depository Trust Company, distributions will be made in immediately
available funds. Final payment of this Certificate will be made only upon
presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Series 1999-3 Certificateholder in accordance with the Pooling and Servicing
Agreement.
On the Distribution Date on which the outstanding principal amount
of the Series 1999-3 Certificates will be reduced to $100,000,000 or less,
the Servicer shall have the option to purchase the entire Series 1999-3
Certificateholders' Interest in the Trust at a purchase price equal to the
Reassignment Amount using funds on deposit in the Principal Funding Account
and the Excess Funding Account and amounts on deposit in the Collection
Account as are payable to the Series 1999-3 Certificateholders or, to the
extent of any insufficiency of such funds (the "Insufficiency Amount"), funds
in an amount equal to the Insufficiency Amount provided by Chrysler Financial
Company L.L.C.
This Certificate does not represent an obligation of, or an interest
in, DaimlerChrysler Corporation, the Seller, the Servicer, or any affiliate
of any of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of
4
payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Pooling
and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by
the Servicer, the Seller and the Trustee, without the consent of any of the
Series 1999-3 Certificateholders, so long as any such action shall not, as
evidenced by an opinion of Counsel, adversely affect in any material respect
the interests of the Certificateholders of any outstanding Series. The
Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's rights, duties or immunities under the Pooling
and Servicing Agreement or otherwise. Notwithstanding anything contained
therein to the contrary, the Trustee, with the consent of any Enhancement
Providers, may at any time and from time to time amend, modify or supplement
the form of Distribution Date Statement.
The Pooling and Servicing Agreement may also be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee with the consent of
the Holders of Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the certificates of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Investor Certificateholders; provided, however, that no such
amendment to the Pooling and Servicing Agreement shall (i) reduce in any
manner the amount of or delay the timing of distributions to be made to
Investor Certificateholders or deposits of amounts to be so distributed
without the consent of each such affected Investor Certificateholder; (ii)
change the definition or the manner of calculating any Certificateholder's
interest without the consent of each affected Investor Certificateholder;
(iii) reduce the amount available under any Enhancement without the consent
of each affected Investor Certificateholder; (iv) adversely affect the rating
of any Series or class by each Rating Agency without the consent of the
holders of certificates of such Series or class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended in
any manner which adversely affects the interests of any Enhancement Provider
without its prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained
by the Trustee in New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
hereof or such Holder's attorney duly authorized, and thereupon one or more
new Series 1999-3 Certificates of authorized denominations evidencing the
same aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement
5
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series 1999-3 Certificates are
exchangeable for new Series 1999-3 Certificates evidencing like aggregate
fractional undivided interests as requested by the Certificateholder
surrendering such Certificates. No service charge may be imposed for any such
exchange but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar and any
agent of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Servicer nor
the Trustee, the Transfer Agent and Registrar, nor any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
6
ASSIGNMENT
Social Security or other identifying number of assignee
- -----------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _________ _______________________________*
Signature Guaranteed:
_______________________________
- ---------
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate
in every particular, without alteration, enlargement or any change
whatsoever.
7
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> $ 50
<SECURITIES> 0
<RECEIVABLES> 8,861
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,911
<CURRENT-LIABILITIES> 50
<BONDS> 8,861
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,911
<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-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
