[FORM OF LIBOR NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN UNAUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITARY"), FOR RFGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICA TE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE HOLDER HEREOF,
CEDE & CO , HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT ISEXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DFFINITIVE FORM, THIS NOTE MAY NOTBE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THEDEPOSITARY OR BY NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
Registered CUSIP
Number R
CHRYSLER FINANCIAL COMPANY L.L.C.
FLOATING RATE NOTES DUE _____________ __, ____
Chrysler Financial Company L.L.C., a limited liability company duly
organized and existing under the laws of the State of Michigan (herein referred
to as the "Company"'), for value received, hereby promises to pay CEDE & CO.,
c/o The Depository Trust Company, 55 Water Street, New York, New York 10041, or
registered assigns, the principal sum shown from time to time on the records
of the Company as represented by this certificate, limited in principal
amount to _________________________ DOLLARS ($___________), and to pay
interest thereon, as provided below.
This Global Security is one of a duly authorized issue of debentures,
notes, bonds and other evidences of indebtedness of the Company (herein called
the "De bt Securities") of the series herein specified, all issued or to be
issued under an indenture dated as of February 15, 1998, as supplemented by a
first supplemental indenture dated as of March 1, 1988, a second supplemental
indenture dated as of September 7, 1990 and a third supplemental indenture
dated as of May 4, 1992, each between Chrysler Financial Corporation ("CFC")
and Manufacturers Hanover Trust Company, which has been succeeded by United
States Trust Company of New York as successor trustee (the " Trustee", which
term includes any successor Trustee under such
indenture), and a fourth supplemental indenture dated as of October __, 1998,
between the Company (as successor to CFC) and the Trustee (such indenture as so
supplemented and as the same may be amended or supplemented or restated from
time to time, the "Indenture") to which Indenture reference is hereby made for
a statement of the respective rights, limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the Holders of the
Debt Securities and of the terms upon which the Debt Securities are, and are to
be, authenticated and delivered. The Debt Securities may be issued in one or
more series, which different series may be issued in various aggregate amounts,
may mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), and may otherwise
vary as provided in the Indenture. This Global Security is one of the
outstanding notes of a series designated as the Floating Rate Notes due
___________________, ____ of the Company, limited in aggregate principal amount
to $_______________ (herein called the "Notes").
All terms used but not defined in this Global Security that are defined in
the Indenture shall have the meanings assigned to them therein.
Maturity. The Notes shall mature on _________________. The Notes shall not
be redeemable at the option of the Company prior to Maturity and do not provide
for any sinking fund.
Payment of Principal and Interest. Interest on this Note will be payable
in arrears on the _____ day of ______________, ______________, ______________,
and ______________ (each an "Interest Payment Date"), commencing ____________,
____ at the rate per annum (the "Applicable Rate" for each Interest Period
(as hereinafter defined) equal to Three-Month LIBOR (computed as described
below) plus _____ basis points (_____%), until the principal balance hereof
is paid in full; provided, however, that from the date of the issuance of
the Notes to the initial Interest Payment Date the Applicable Rate will be
_____%. Interest payable on each Interest Payment Date will include interest
accrued from and including the first day of the Interest Period relating to
such Interest Payment Date to and including the last day of such Interest
Period. The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date prior to maturity will be paid to the person in whose
name this Note (or any Predecessor Security) i s registered at the close of
business on the regular record date for such interest, which shall be the
fifteenth day (whether or not a Business Day) next preceding such Interest
Payment Date. The interest payment at maturity will include interest accrued
to but excluding the date of maturity and will be payable to the person to
whom principal is payable. If any Interest Payment Date for any Note would
otherwise be a day that is not a Business Day, the Interest Payment Date
shall be postponed to be the next day that is a Business Day, except that
if such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. The rate of
interest on each Note will be reset quarterly each an "Interest Reset
Date"), on the _____day of each ______________, ______________,
______________ and ______________. If the Interest Reset Date for any Note
would otherwise be a day that is not a Business Day, the Interest Reset Date
for such Note shall be postpon ed to the next succeeding day that is a
Business Day, except if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business
Day.
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"Interest Period" shall mean the period beginning on and including
____________, _____ and ending on and including ____________, _____
and thereafter, each successive period beginning, on and including the day
after the last day of the preceding Interest Period and ending on and
including the day preceding the ne xt succeeding Interest Payment Date.
"Three-Month LIBOR" means that rate determined by Morgan Guaranty Trust
Company of New York (the "Calculation Agent") in accordance with the
following provisions:
(i) With respect to any Interest Rate Determination Date (as
hereinafter defined), Three-Month LIBOR will be determined by the
Calculation Agent on the basis of the rate for deposits in U.S. dollars
for the period of three months commencing on the second London Banking
Day (as hereinafter defined) immediately following such Interest Rate
Determination Date which appears on the Telerate Screen Page 3750 (as
hereinafter defined) as of 11:00 A.M., London time, on the Interest Rate
Determination Date. If no rate appears, Three-Month LIBOR for such
Interest Rate Determi n ation Date will be determined as described in
(ii) below. As used herein, "Telerate Screen Page 3750" means the
display designated as Page "3750" on the Dow Jones Telerate Service (or
such other page as may replace Page 3750 on that service) for the purpose
of displaying London interbank offered rates of major banks.
(ii) With respect to an Interest Rate Determination Date on which no
rate appears, the Calculation Agent will request that the principal London
offices of four major reference banks in the London i nterbank market
selected by the Calculation Agent (the "LIBOR Reference Banks") provide the
Calculation Agent with their offered quotations for deposits in U.S.
dollars for the period of three months, commencing on the second London
Banking Day immediately following such Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such Interest Rate Determination Date and in a principal
amount equal to an amount of not less than U.S.$1 million that is
representative for a single transaction in such market at such time.
If at least two such quotations are provided, Three-Month LIBOR for such
Interest Rate Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, Three-Month LIBOR
for such Interest Rate Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., New York City time, on such
Interest Rate Determination Date by three major banks in The City of New
York selected by the Calculation Agent for loans in U.S. dollars to leading
European banks, for a period of three months and in a principal amount
equal to an amount of not less than U.S.$1 million that is representative
for a single transaction in such mark et at such time; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, Three-Month LIBOR will be
Three-Month LIBOR in effect on such Interest Rate Determination Date.
"Interest Rate Determination Date" with respect to an Interest Reset
Date for the Notes will be the second London Banking Day preceding such
Interest Reset Date.
"London Banking Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
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Interest on the Notes will be computed and paid on the basis of a year
of 360 days and the actual number of days elapsed in each period for which
interest is payable.
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of it percentag
e point, with five one-millionths of a percentage point, rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one-half cent being rounded upwards).
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at maturity will be
made available on such date to The Chase Manhattan Bank as issuing and
paying agent for the Notes (the "Paying Agent", which term includes any
successor Paying Agent with respect to the Notes). The Paying Agent will
thereupon pay such funds to the Depositary or its nominee in accordance with
any applicable provisions of such written agreement among the Company, the
Paying Agent, as issuing agent and paying agent, and the Depositary (or its
nominee) as may be in effect from time to time. Payment of the principal of
and interest on this Note shall be made only in U.S. dollars.
"Business Day" means any day, other than a Saturday or Sunday, that is
(i)not a day on which banking institutions in The City of New York are not
authorized or obligated by law to close and (ii)a London Banking Day.
Other Provisions . The Notes will rank pari passu in right of payment
with all existing and future unsubordinated indebtedness of the Company.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal amount of and all accrued but unpaid interest on
all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66-2/3% in aggregate principal amount of the Debt Securities at
the time Outstanding of each Series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding, on behalf of the Holders or all the Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of a Note shall be
conclusive and binding upon such Holder and up on all future Holders of such
Note and of any Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof whether or not notation of such consent
or waiver is made upon such Note.
The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Holders of Notes may n ot enforce their rights pursuant to the Indenture
or the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair
the obligation of the Company, which is absolute an d unconditional, to pay
the principal hereof and interest hereon at the times, place and rates, and
in the coin and currency, herein prescribed.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any, integral multiple thereof.
Prior to due presentment of this Global Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Security is registered
as the Owner hereof and of the Notes represented hereby for all purposes,
whether or not such Notes be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
IN WITNESS WHEREOF, the Company has caused this Global Security to be
signed, by manual or facsimile signature, by its Chairman of the Board, its
President or one of its Executive Presidents or Vice Presidents and by its
Treasurer or one of its Assistant Treasurers or its Secretary or one of its
Assistant Secretaries, an d has caused its corporate seal to be affixed
hereto or imprinted hereon.
DATED:
CHRYSLER FINANCIAL COMPANY L.L.C.
[SEAL] By
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Title:
By
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Title:
{TRUSTEE' S CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
Authenticating Agent for the Trustee
By
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Authorized Officer
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