FOURTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1998, among
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation ("CFC"), CHRYSLER
FINANCIAL COMPANY L.L.C., a Michigan limited liability company ("CFCLLC"),
having its principal place of business at 27777 Franklin Road, Southfield,
Michigan 48034, and UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as successor trustee (the "Trustee"), having its Corporate Trust
Office at 114 West 47th Street, New York, New York 10036, as Trustee under
the indenture of the Company (the "Indenture") dated as of February 15, 1988,
as heretofore amended and supplemented by the First Supplemental Indenture
dated as of March 1, 1988, the Second Supplemental Indenture dated as of
September 7, 1990, and the Third Supplemental Indenture dated as of May 4,
1992.
RECITALS OF THE COMPANY
The Indenture provides that CFC and the Trustee may, at any time
and from time to time, enter into one or more supplemental indentures, in
form satisfactory to the Trustee, subject to the specific provisions of the
Indenture, to evidence the succession to CFC by another company and the
assumption by such successor to CFC of CFC's covenants contained therein and
the Debt Securities pertaining thereto.
CFC and CFCLLC will statutorily merge with CFCLLC being the
surviving legal entity (the "Merger"), effective on the date of the Merger
(the "Effective Date"). On the Effective Date CFCLLC will assume the
obligations of CFC under the Indenture.
CFC and CFCLLC have each authorized the execution and delivery of
this Fourth Supplemental Indenture, and all things necessary have been done
to make this Fourth Supplemental Indenture a valid agreement of CFCLLC, in
accordance with its terms.
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is mutually convenanted and agreed, for the equal and
proportionate benefit of all Holders of CFC's Debt Securities, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.1 Definitions.
For all purposes of the Indenture and this Fourth Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
1. The terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the
singular;
2. The words, "herein," "hereof," and "hereunder" and other
words of similar import refer to the Indenture and this
Fourth Supplemental Indenture as a whole and not to any
particular Article, Section, or other subdivision; and
3. Certain capitalized terms are used herein as they are defined
in the Indenture.
SECTION 1.2 Effect of Headings.
The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 1.3 Successors and Assigns.
All covenants and agreements in this Fourth Supplemental Indenture
by CFC and CFCLLC shall bind their successors and assigns, whether expressed
or not.
2
SECTION 1.4 Severability Clause.
In case any provision in this Fourth Supplemental Indenture shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 1.5 Benefits of Fourth Supplemental Indenture.
Nothing in this Fourth Supplemental Indenture, express or implied,
shall give to any Person, other than the parties hereto, their successors
hereunder, and the Holders, any benefit or any legal or equitable right,
remedy, or claim under this Fourth Supplemental Indenture.
SECTION 1.6 Governing Law.
THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS THOUGH
FULLY PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.
SECTION 1.7 Effectiveness.
This Fourth Supplemental Indenture shall take effect on the
Effective Date (as defined in the RECITALS OF THE COMPANY herein) and shall
amend the provisions of the Indenture with respect to Debt Securities on the
Effective Date.
SECTION 1.8 Counterparts.
This Fourth Supplemental Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
3
ARTICLE TWO
ASSUMPTION OF OBLIGATIONS AND COVENANTS BY CFCLLC
SECTION 2.1 Assumption
CFCLLC, the successor in interest of CFC by reason of the Merger
of CFC into CFCLLC, effective as of the Effective Date, hereby expressly
assumes the due and punctual payment of the principal of (and premium, if
any) and interest (including all additional amounts, if any, payable pursuant
to Section 1009 of the Indenture) on all the Debt Securities and any related
coupons and the performance of every covenant of the Indenture on the part of
CFC to be performed or observed (the "Assumption").
SECTION 2.2 Successor Company Substituted
Upon the Effective Date, CFCLLC shall succeed to, and be
substituted for, and may exercise every right and power of, CFC under the
Indenture with the same effect as if CFCLLC had been named as CFC in the
Indenture.
ARTICLE THREE
AMENDMENT TO DEFINITIONS
SECTION 3.1 Amendment to Section 101
Section 101 of the Indenture is hereby amended by deleting the
definition of "Board of Directors" and replacing it in its entirety with the
following: "'Board of Directors' means either the board of directors or
managers of the Company, or the executive or any other committee of the board
of directors or managers duly authorized to act in respect hereof."
4
IN WITNESS WHEREOF, the parties hereby have caused this
Fourth Supplemental Indenture to be duly executed, and their respective seals
to be hereunto affixed and attested all as of the day and year first above
written.
Chrysler Financial Corporation
By:/s/Dennis M. Cantwell
Title: Vice President and Treasurer
[Seal]
Attest:
/s/ Byron C. Babbish
Title: Assistant Secretary
Chrysler Financial Company L.L.C.
By:/s/Dennis M. Cantwell
Title: Vice President and Treasurer
[Seal]
Attest:
/s/Byron C. Babbish
Title: Assistant Secretary
United States Trust Company of New
York, As successor Trustee
By:/s/Patricia Stermer
Title: Assistant Vice President
[Seal]
Attest:
/s/Jason Gregory
Title: Assistant Secretary
5
STATE OF MICHIGAN)
SS.:
COUNTY OF OAKLAND)
On this 29th day of September, 1998, before me appeared D. M. Cantwell,
to me personally known, who, being by me duly sworn, did say that he is the
Vice President and Treasurer of CHRYSLER FINANCIAL CORPORATION, one of the
parties described in and which executed the above instrument, and that the
seal affixed to such instrument is the seal of such company, and that such
instrument was signed and sealed on behalf of such company by authority of
its Board of Directors, and such Vice President and Treasurer acknowledged
such instrument to be the free act and deed of such company.
/s/ Juanita M. Hedrick
----------------------------------
[NOTORIAL SEAL] Notary Public, Oakland County, MI
My Commission Expires 2/27/2003
6
STATE OF MICHIGAN)
SS.:
COUNTY OF OAKLAND)
On this 29th day of September, 1998, before me appeared D. M. Cantwell,
to me personally known, who, being by me duly sworn, did say that he is the
Vice President and Treasurer of CHRYSLER FINANCIAL COMPANY L.L.C., one of the
parties described in and which executed the above instrument, and that the
seal affixed to such instrument is the seal of such company, and that such
instrument was signed and sealed on behalf of such company by authority of
its Managers, and such Vice President and Treasurer acknowledged such
instrument to be the free act and deed of such company.
/s/ Juanita M. Hedrick
----------------------------------
[NOTORIAL SEAL] Notary Public, Oakland County, MI
My Commission Expires 2/27/2003
7
STATE OF NEW YORK)
SS.:
COUNTY OF NEW YORK)
On this 5th day of October, 1998, before me appeared, Patricia Stermer
to me personally known, who, being by me duly sworn, did say that he or she is
Assistant Vice President of UNITED STATES TRUST COMPANY OF NEW YORK, one of
the parties described in and which executed the above instrument, and that he
or she knows the corporate seal of such company, and that the seal affixed to
such instrument is such company seal; and that it was so affixed pursuant to
authority of the Board of Directors of such corporation, and that he or she
signed his or her name thereto pursuant to like authority.
/s/ Christina C. Collins
----------------------------------
[NOTORIAL SEAL] Notary Public, State of New York
No. 03-4624735
Qualified New York County
Commission Expires 3/20/2000