CHRYSLER FINANCIAL COMPANY L.L.C.
Form of Warrant Agreement [for warrants sold alone]*<F1>
THIS WARRANT AGREEMENT dated as of between Chrysler Financial
Company L.L.C., a Michigan limited liability company (hereinafter called the
"Company," which term includes any successor company under the Indenture
hereinafter referred to) and as Warrant Agent (herein called the "Warrant
Agent").
WHEREAS, the Company has entered into an indenture (the "Indenture")
dated as of [FOR SENIOR DEBT: ____ ], as supplemented by a First Supplemental
Indenture dated as of ________ , a Second Supplemental Indenture dated as of
_______ and a Third Supplemental Indenture dated as of ________ , 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 _______ between the Company (as successor to CFC) and the Trustee [FOR
SUBORDINATED DEBT: ____ between the Company and IBJ Schroder Bank & Trust
Company] [FOR JUNIOR SUBORDINATED DEBT: ____ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of ________ , providing for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (the "Debt
Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, the Company proposes to sell warrant certificates
evidencing one or mom warrants (the "Warrants" or individually a "Warrant")
representing the right to purchase [title of "Debt Securities purchasable
through exercise of Warrants] (the "Warrant Securities") such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company in connection with the issuance exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced:
Now THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein to purchase
a Warrant Security in the principal amount of .
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [either] registered form
[("Registered Warrants") or bearer form ("Bearer Warrants")] substantially in
[either of] the form[s respectively] set forth in Exhibit A (and Exhibit B
hereto, shall be dated and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon, as the officers of the Company executing
the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement,
or as any be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The
<F1>
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* Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants and Warrant Securities. Monetary amounts may be in
U.S. dollars in a foreign currency or in a composite currency, including but
not limited to European Currency Units.
Warrant Certificates shall be signed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its
Executive Vice Presidents or Vice Presidents and by its Treasurer or one of
its Assistant Treasurers or its Secretary or one of its Assistant Secretaries
under its corporate seal reproduced thereon. Such Signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has
been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Warrant Certificate, shall be
the proper officers of the Company, although at the date of the execution of
this Agreement any such person was not such officer.
[Bearer Warrant Certificates shall be delivered only outside the
United States and only upon delivery to the Warrant Agent from the person
entitled to physical delivery of such Warrant Certificates of in executed
certification substantially in the form of Exhibit D hereto.]
The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean [with respect to Registered Warrants,] any person in whose
name at the time any Warrant Certificate shall be registered upon the books
to be maintained by the Warrant Agent for that purpose. [With respect to
Bearer Warrants, the term "holder" or "holder of a Warrant Certificate" as
used herein shall mean the bearer of such Warrant Certificate. ]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
________ aggregate principal amount of Warrant Securities (except as provided
in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter. The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign
Warrant Certificates evidencing Warrants representing the right to purchase
up to __________ aggregate principal amount of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates or [, with respect to Registered
Warrants:] in connection with their transfer, as hereinafter provided or as
provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ___________ , 19__ the exercise
price of each Warrant will be __________ . During the period from _________ ,
19__ through and including _______ , 19__ , the exercise price of each
Warrant will be plus [accrued amortization of the original issue discount]
[accrued interest] from __________ 19__ . On ________, 19__ the exercise
price of each Warrant will be . During the period from through and including
_________, 19__ , the exercise price of each Warrant will be plus [accrued
amortization of the original issue discount] [accrued interest] from
_________, 19__ . [In each case, the original issue discount will be
amortized at a __% annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day
months.] Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price". [The original issue discount for each
_______ principal amount of Warrant Securities is ________.]
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SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof] [
_______, 19__ ] and at or before 5 P.M., New York City time, on _________,
19__ or such later date as the Company may, by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set
forth in the record books of the Warrant Agent, designate (the "Expiration
Date"). Each Warrant not exercised at or before 5 P.M., New York City time,
on the Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in [lawful money of the United States of
America] [applicable currency] [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer]
in immediately available funds, the Warrant Price for each Warrant exercised,
to the Warrant Agent at its corporate trust office [or at _______ ], provided
that such exercise is subject to receipt within five business days of such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate
with the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly executed.
The date on which Payment in full of the Warrant Price is received by the
Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the
Warrant Price in an account of the Company maintained with it [if non-dollar
denominated funds--or in such other account designated by the Company] and
shall advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i)
the number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iv) such other information as
the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing each
Warrant, the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder [, or in bearer form, as may be directed by such holder; provided,
however, the holder of a Registered Warrant may not direct the Company to
issue any Warrant Security in bearer form; and provided, further that the
Company shall deliver Warrant Securities in bearer form only outside the
United States and only upon delivery from the person entitled to physical
delivery of such Warrant Securities of an executed certificate substantially
in the form of Exhibit C hereto]. If fewer than all of the Warrants evidenced
by such Warrant Certificate are exercised, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised [;provided, however, that the holder of a Registered
Warrant may not direct the Company to execute a Bearer Warrant].
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that
no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.
SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder
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of Warrant Securities, including, without limitation, the right to receive
the payment of principal of, premium, if any, or interest on Warrant
Securities or to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a
like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient
10 cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen
or destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately with
any and all other Warrant Certificates duly executed and delivered hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease.
If at any time there shall be a merger, consolidation, conveyance, transfer
or lease of assets permitted under the [Indenture relating to the Warrant
Securities] then in any such event the successor or assuming company referred
to therein shall succeed to and be substituted for the Company, with the same
effect, subject to the Indenture, as if it had been named herein and in the
Warrants as the Company; the Company shall thereupon, except in the case of a
lease, be relieved of any further obligation hereunder or under the Warrants,
and the Company as the predecessor company, except in the case of a lease,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by
the Company, and may execute and deliver Warrant Securities in its own name
pursuant to the Indenture, in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued
shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such consolidation,
merger, conveyance, transfer or lease, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as
may be appropriate.
The Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such consolidation, merger,
conveyance, transfer or lease complies with the provisions of this Section
3.04 and the Indenture.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or _______ ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in [the same or] other denominations evidencing such Warrants or
transfer thereof may be
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registered in whole or in part [if the Warrant Certificates so surrendered
are in registered form], provided, however, that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered; and provided further that such other Warrant
Certificates shall be issued in registered [or bearer] form [as may be
directed by the holder of the surrendered Warrant Certificate; provided,
however, that the holder of a Registered Warrant may not exchange such
Warrant Certificate for a Bearer Warrant; and, provided further, that the
Warrant Agent shall deliver Bearer Warrant only outside the United States,
and only upon delivery from the person entitled to physical delivery of such
Warrant Certificates of an executed certificate substantially in the form of
Exhibit D hereto]. The Warrant Agent shall keep, at its corporate trust
office [and at books in which, subject to such reasonable regulations as it
may prescribe, it shall register Warrant Certificate [in registered form] and
exchanges and transfers of outstanding Warrant Certificates [in registered
form] upon surrender of such] Warrant Certificates to the Warrant Agent at
its corporate trust office [or ] for exchange or registration of transfer,
properly endorsed or accompanied by appropriate instruments of registration
of transfer and written instructions for transfer, all in form satisfactory
to the Company and the Warrant Agent. No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are
so surrendered for exchange or registration of transfer, an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange or registration of transfer. [Each
Bearer Warrant shall be transferable by delivery and shall be deemed
negotiable.]
SECTION 4.02. Treatment of Holders of Warrant Certificates. The
Company and the Warrant Agent may treat the holder of a Warrant Certificate
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange or registration of transfer, or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Company from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints __________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth;
and __________ hereby accepts such appointment. The Warrant Agent shall have
the powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the
terms and provisions hereof.
SECTION 5.02. Condition of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant
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Agent and to reimburse the Warrant Agent for reasonable
out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by
the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against any loss, liability or
expense incurred without negligence or bad faith on the part of the
Warrant Agent arising out of or in connection with its acting as
Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not
assume any obligation or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of
Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice Of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, my become the owner of, or
acquire any interest in, Warrants, with the same rights that it or
they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed
to prevent the Warrant Agent from acting as Trustee under the
Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to
the Warrant Agent's countersignature thereon), all of which are made
solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend
to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in caw of any default by
the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty, or
responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to
make any demand upon the Company.
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SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective:
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust
company authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under Section
5.02(a) shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or 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, or shall take corporate action in
furtherance of any such action or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Warrant Agent or of its property or affairs, or any
public officer shall take charge or control of the Warrant Agent or of its
property or affairs for the purpose of rehabilitation, conservation, winding
up or liquidation, a successor Warrant Agent qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any company into which the Warrant Agent hereunder may
be merged or converted or any company with which the Warrant Agent may be
consolidated, or any company resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any company to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or
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questions arising under this Agreement as the Company and the Warrant Agent
may deem necessary or desirable; provided that such action shall not affect
adversely the interests of the holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to __________
, Attention: __________ , and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Chrysler
Financial Company L.L.C., 27777 Franklin Road, Southfield, Michigan
48034-8286, attention of ______________ (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the bolder of the Warrant Certificate evidencing such
Warrant, prior to or concurrently with the delivery of the Warrant Securities
issued upon such exercise, a Prospectus. The Warrant Agent shall not by
reason of any such delivery, assume any responsibility for the accuracy or
adequacy of such Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Securities
issued upon exercise of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.
SECTION 6.07. Persons Having Rights Under Warrant Agreement. Nothing
in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement maybe executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
SECTION 6.11. Notices to Holders of Warrants. Any notice to holders
of Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [, with respect to Registered Warrants,]
by first class mail prepaid at such holder's address as appears on the books
of the Warrant Agent [or, with respect to Bearer Warrants, by publication at
least once in a daily morning newspaper in New York City and in London].
8
IN WITNESS WHEREOF, Chrysler Financial Company L.L.C. and have caused this
Agreement to be signed by their respective duly authorized officers, and
their respective corporate seals to be affixed hereunto, and the same to be
attested by their respective Secretaries or one of their respective Assistant
Secretaries, all as of the day and year first above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ____________________________________
Title:
Attest:
___________________________
Title:
[Warrant Agent]
By: ____________________________________
Title:
Attest:
___________________________
Title:
9
Exhibit A
FORM OF WARRANT CERTIFICATE [2: IN REGISTERED FORM]
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ___________, 19
No. _____ ______ Warrants
This certifies that or ____________ registered assigns (the
"Registered Holder") is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time [after 5
P.M., New York City time, on , 19 and] on or before 5 P.M., New York City
time, on __________ 19__ , _________ principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Chrysler Financial Company L.L.C.
(the "Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on __________ , 19__ the exercise price of
each Warrant will be _________ ; during the period from ________ , 19__ ,
through and including ___________, 19__ , the exercise price of each Warrant
will be plus [accrued amortization of the original issue discount] [accrued
interest] from _________, 19__ ; on _________, 19__ the exercise price of
each Warrant will be _____________ plus [accrued amortization of the original
issue discount] [accrued interest] from _________, 19__ ; [in each case, the
original issue discount will be amortized at a ___% annual rate, computed on
an annual basis using the "interest" method and using a 360-day year
consisting of twelve 30-day months] (the "Warrant Price") [The original issue
discount for each _______- principal amount of Warrant Securities is
_________.] The Registered Holder may exercise the Warrants evidenced hereby
by providing certain information set forth on the beck hereof and by paying
in full, (in lawful money of the United States of America] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wife transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duty executed, at the corporate
trust office of [name of Warrant Agent], or its successor as warrant agent
(the "Warrant Agent"), [or __________] currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions
set forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
my be exercised to purchase Warrant Securities in registered form in
denominations of ___________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Registered Holder hereof a new
Warrant Certificate in registered form evidencing the number of Warrants
remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof. Copies of the
Warrant Agreement am on file at the above-mentioned office of the Warrant
Agent [and at _____________].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT: ______],
as supplemented by a First Supplemental Indenture dated as of __________, a
Second Supplemental Indenture dated as of and a Third Supplemental Indenture
dated as of ____________, each between Chrysler
A-1
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 __________,
between the Company (as successor to CFC) and the Trustee [FOR SUBORDINATED
DEBT: ____________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: ___________ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of ____________ (the "Indenture"), and will be subject to the terms
and provisions contained in the Indenture. Copies of the Indenture and the
form of the Warrant Securities are on file at the corporate trust office of
the Trustee [and at __________].
This Warrant Certificate may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or _________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing,
in the manner and subject to the limitations provided in the Warrant
Agreement.
After countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in registered form representing the same aggregate number of
Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants, of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of ___________, 19__ .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: _____________________________
Attest:
____________________________
Countersigned:
____________________________
As Warrant Agent
____________________________
Authorized Signature
A-2
Reverse of Warrant Certificate
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Registered Holder
must pay in [Dollars] [applicable currency or units] [in cash or by certified
check or official bank check or by bank wire transfer] [by bank wire
transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn: ________ [or _________ ]
which [payment] [wire transfer] must specify the name of the Registered
Holder and the number of Warrants exercised by such Registered Holder. In
addition the Registered Holder must complete the information required below
and present this Warrant Certificate in person or mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address set forth below. This Warrant Certificate, completely and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _____________
Warrants, evidenced by this Warrant Certificate, to purchase ____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that he has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of in accordance
with the terms hereof. The undersigned requests that said principal amount of
Warrant Securities be in registered form in the authorized denominations,
registered in such names and delivered all as specified in accordance with
the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated: Name ________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address: ____________________
Identifying Number of Holder)
_____________________________
Signature: __________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
By mail at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]
A-3
Assignment
(Form of Assignment To Be Executed If Holder Desires
To Transfer Warrants Evident Hereby)
FOR VALUE RECEIVED _______________________ hereby sells, assigns and
transfers unto
Please insert social security
or other identifying number
-----------------------------
__________________________________________________ ______________________
(Please print name and address including zip code)
- -----------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Age with full power of substitution
in the premises.
Dated:
______________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guarantee by a
bank, trust company or member
broker of the New York,
Midwest or Pacific Stock
Exchange.)
Signature Guaranteed
- --------------------------------------
A-4
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit B
FORM OF WARRANT CERTIFICATE IN BEARER FORM]
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ________, 19
No. ________ _____ Warrants
This certifies that the bearer hereof (the "Bearer") is the owner of
the above indicated number of Warrants, each Warrant entitling the Bearer to
purchase, at any time [after 5 P.M., New York City time, on _______, 19__ and
_____] on or before 5 P.M., New York City time, on ____________, 19__ ,
principal amount of [Title of Warrant Securities] (the "Warrant Securities"),
of Chrysler Financial Company L.L.C. (the "Company"), issued and to be issued
under the Indenture (as hereinafter defined), on the following basis: [on
_____, 19__ the exercise price of each Warrant will be _______; during the
period from ___________, 19__ , through and including _______, 19__ , the
exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from _______, 19__ ; on
_________, 19__ the exercise price of each Warrant will be __________; during
the period from _________, 19__ , through and including __________, 19___ ,
the exercise price of each Warrant will be plus [accrued amortization of the
original issue discount] [accrued interest] from ____________, 19__ ; [in
each case, the original issue discount will be amortized at a __% annual
rate, computed on an annual basis using the "interest" method and using a
360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The
original issue discount for each ________ principal amount of Warrant
Securities is _________.] The Bearer may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof and by
paying in full, [in lawful money of the United States of America] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate
trust office of [name of Warrant Agent], or its successor as warrant agent
(the "Warrant Agent"), [or _____] currently at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in bearer or registered form
in denominations of _________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Bearer a new Warrant Certificate in
bearer or registered form, as the Bearer may direct, evidencing the number of
Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Bearer consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and
at ______].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT:
___________ ], as supplemented by a First Supplemental Indenture dated as of
___________, a Second Supplemental
B-1
Indenture dated as of __________ and a Third Supplemental Indenture dated as
of ________, 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 _________, between the Company (as
successor to CFC) and the Trustee [FOR SUBORDINATED DEBT: ____________
between the Company and IBJ Schroder Bank & Trust Company] [FOR JUNIOR
SUBORDINATED DEBT: ____________ between the Company and Irving Trust
Company], as Trustee, as supplemented by a First Supplemental Indenture dated
as of (the "Indenture"), and will be subject to the terms and provisions
contained in the Indenture. Copies of the Indenture and the form of the
Warrant Securities are on file at the corporate trust office of the Trustee
[and at ________].
This Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.
After countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in bearer or registered form representing the same aggregate
number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of __________ , 19__ .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ________________________________
Attest:
_______________________________
Countersigned:
- -------------------------------
As Warrant Agent
- -------------------------------
Authorized Signature
B-2
Reverse of Warrant Certificate
Instruction for Exercise of Warrants
To exercise the Warrants evidenced hereby, the Bearer must pay in
[Dollars] [applicable currency or units] [in cash or by certified check or
official bank check or by bank wire transfer] [by bank wire transfer] [in
immediately available funds] the Warrant Price in full for Warrants exercised
to [insert name of Warrant Agent] [corporate trust department] [insert
address of Warrant Agent], Attn: __________ [or _________ ], which [payment]
[wire transfer] must specify the name of the Bearer and the number of
Warrants exercised by such Bearer. In addition, the Bearer must complete the
information required below and present this Warrant Certificate in person or
mail (certified or registered mail is recommended) to the Warrant Agent at
the appropriate address set forth below. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the [payment] [wire transfer]. If the undersigned is requesting
delivery of Warrant Securities in bearer form, the person entitled to
physical delivery of such Warrant Securities will be required to deliver a
certificate (copies of which may be obtained from the Warrant Agent [or
______________]) certifying that such Warrant Securities are not being
acquired by or on behalf of a United States Person (as defined in the
certificate) or for sale to a United States Person unless such United States
Person is a qualified financial institution as defined under United States
tax laws and regulations.
B-3
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ___________
Warrants, evidenced by this Warrant Certificate, to purchase _______
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that be has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of __________ in
accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Securities be in registered bear (delete
inapplicable type) form in the authorized denominations, registered in such
names (if applicable) and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in
registered/bearer (delete inappropriate type) form and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated: Name ___________________________
- -------------------------------- (Please Print)
- --------------------------------
(Insert Social Security or Other Address: _______________________
Identifying Number of Holder)
________________________________
Signature: _____________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
By mail at _____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete
as appropriate.]
B-4
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit C
FORM OF CERTIFICATE FOR DELIVERY OF WARRANT SECURITIES IN BEARER FORM
CHRYSLER FINANCIAL COMPANY L.L.C.
[Title of Warrant Securities]
To: CHRYSLER FINANCIAL COMPANY L.L.C.
c/o [Name]
as Trustee
This certificate is submitted in connection with the undersigned's
request that you deliver to us principal amount of [Title of Warrant
Securities] (the "Warrant Securities") in bearer form upon exercise of
warrants.
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Securities), the Warrant
Securities which are to be delivered to the undersigned in bearer form are
not being acquired, directly or indirectly, by or on behalf of a United
States Person, or for offer to or for resale to a United States Person or, if
any beneficial owner of the Warrant Securities is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction: "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
----------------------------------------
(Signature)
Dated:
----------------------------------------
(Please print name)
Address:
C-1
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit D
FORM OF WARRANT FOR DELIVERY OF BEARER WARRANTS
CHRYSLER FINANCIAL COMPANY L.L.C.
Warrant Certificates Evidencing Warrants Representing
the right to Purchase
[Title of Warrant]
Securities
To: [Warrant Agent]
This certificate is submitted in connection with the undersigned's
request that you deliver to as a warrant certificate (the "Warrant
Certificate") in bearer form evidencing warrants representing the risk to
purchase principal amount of [Title of Warrant Securities].
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Certificates), the Warrant
Certificate which is to be delivered to the undersigned in bearer form is not
being acquired, directly or indirectly, by or on behalf of a United States
Person, or for offer to resell or for resale to a United States Person or, if
any beneficial owner of the Warrant Certificate is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction. "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 1650(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
------------------------------------
(Signature)
Dated:
------------------------------------
(Please print name)
Address:
D-1
CHRYSLER FINANCIAL COMPANY L.L.C.
Form of Warrant Agreement [for warrants attached to Debt Securities]*<F2>
THIS WARRANT AGREEMENT dated as of _________ between Chrysler
Financial Company L.L.C., a Michigan limited liability company thereinafter
called the "Company," which term includes any successor company under the
Indenture hereinafter referred to) and ____________as Warrant Agent (herein
called the "Warrant Agent").
WHEREAS, the Company has entered into an indenture (the "[Senior]
[Junior] [Subordinated] Indenture") dated as of [FOR SENIOR DEBT:
____________], as supplemented by a First Supplemental Indenture dated as of
__________, a Second Supplemental Indenture dated as of and a Third
Supplemental Indenture dated as of __________, each between the Chrysler
Financial Corporation ("CFC") and Manufacturers Hanover Trust Company, as
trustee, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Senior Trustee") and a Fourth Supplemental Senior
Indenture dated as of ______________ between the Company (as successor to
CFC), and the Senior Trustee] [FOR SUBORDINATED DEBT: _________ between the
Company and IBJ Schroder Bank & Trust Company (the "Subordinated Trustee)]
[FOR JUNIOR SUBORDINATED DEBT: _________ between the Company and Irving Trust
Company), as trustee (the "Junior Subordinated Trustee")], as supplemented by
a First Supplemental Indenture dated as of __________, providing for the
issuance from time to time of its unsecured [senior] [junior] [subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Junior]
[Subordinated] Debt Securities"), to be issued in one or more series as
provided in the [Senior] [Junior] [Subordinated] Indenture [if Warrant
Securities are not under same Indenture as Offered Securities--and an
indenture (the "[Senior] [Junior] [Subordinated] Indenture", the [ _______ ]
and [ __________ ] Indentures being referred to collectively as the
"Indentures") dated as of , between the Company and Trust Company, as trustee
(the "[Senior] [Junior] [Subordinated] Trustee", the [ ________ ] and [
_________ ] Trustees being referred to collectively as the "Trustees"), as
supplemented by a First Supplemental Indenture dated as of ____________,
providing for the issuance from time to time of its [senior] [junior]
[subordinated] debentures, notes or other evidences of indebtedness (the
"[Senior] [Junior] [Subordinated] Debt Securities", the [ ________ ] and [
________ ] Debt Securities being referred to collectively as the "Debt
Securities"), to be issued in one or more series as provided in the [
__________ ] Indenture]; and
WHEREAS, the Company proposes to sell [title of Debt Securities
being offered] (the "Offered Securities") with warrant certificates
evidencing one or more warrants (the "Warrants" or individually a "Warrant")
representing the right to purchase [title of Debt Securities purchasable
through exercise of Warrants] (the "Warrant Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
executed and exercised and replaced:
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
<F2>
- ---------------
* Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants, Warrant Securities and Offered Securities.
Monetary amounts may be in U.S. dollars in a foreign currency or in a
composite currency, including but not limited to European Currency Units.
Bracketed language here and throughout this agreement should be
inserted as follows:
1: If Warrants are immediately detachable from the Offered
Securities; and
2. If Warrants are detachable from the Offered Securities only after
the Detachable Date.
1
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Warrants shall be initially
issued in connection with the issuance of the Offered Securities [2: but
shall be separately transferable on and after _________, 19__ (the
"Detachable Date")] [1: and shall be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants. Each Warrant
evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase a Warrant Security in the principal
amount of ___________. Warrant Certificates shall be initially issued in
units with the Offered Securities and each Warrant Certificate included in
such a unit shall evidence Warrants for each principal amount of Offered
Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [either] registered form
[("Registered Warrants") or bearer form ("Bearer Warrants") substantially in
[either of] the form[s respectively] set forth in Exhibit A [and Exhibit B]
hereto, [the form to be the same as that of the Offering Security in
connection with which the Warrant Certificate is issued,] shall be dated
___________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Executive
Vice Presidents or Vice Presidents and by its Treasurer or one of its
Assistant Treasurers or its Secretary or one of its Assistant Secretaries
under its corporate seal reproduced thereon. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company, and any
Warrant Certificate may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Warrant Certificate, shall be
the proper officers of the Company, although at the date of the execution of
this Agreement any such person was not such officer.
[Bearer Warrant Certificates in bearer form shall be delivered only
outside the United States and only upon delivery to the Warrant Agent from
the person entitled to physical delivery of such Warrant Certificates of an
executed certification substantially in the form of Exhibit D hereto.]
The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean [with respect to Registered Warrants] any person in whose
name at the time any Warrant Certificate shall be registered upon the books
to be maintained by the Warrant Agent for that Purpose [2: or upon the
register of the Offered Securities prior to he Detachable Date. Prior to the
Detachable Date, the Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date].
[With respect to Bearer Warrants, the term "holder" or "holder of a
Warrant Certificate" as used herein shall mean [2: prior to the Detachable
Date, the bearer of the Offered Security in bearer form to which such Warrant
Certificate was initially attached and after this Detachable Date] the bearer
of such Warrant Certificate.]
2
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
__________ aggregate principal amount of Warrant Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing Warrants representing the right
to purchase up to __________ aggregate principal amount of Warrant Securities
and shall deliver such Warrant Certificates to or upon the order of the
Company. Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates [or with respect to Registered Warrants],
in connection with their transfer, as hereinafter provided or as provided in
Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ___________, 19__ the exercise price
of each Warrant will be ________. During the period from _________, 19__
through and including ________, 19__, the exercise price of each Warrant will
be plus [accrued amortization of the original issue discount] [accrued
interest] from _________, 19__ . On _________, 19__ the exercise price of
each Warrant will be _________. During the period from ________, 19__ ,
through and including ________, 19__ , the exercise price of each Warrant
will be ________ plus [accrued amortization of the original issue discount]
[accrued interest] from _________, 19_____ . [In each case, the original
issue discount will be amortized at a __% annual rate, computed on an annual
basis using the "interest" method and using a 360-day year consisting of
twelve 30-day months.] Such purchase price of Warrant Securities is referred
to in this Agreement as the "Warrant Price". [The original issue discount for
each _______ principal amount of Warrant Securities is _________.]
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof] [
__________, 19__ ] and at or before 5 P.M., New York City time, on _________,
19__ or such later date as the Company may, by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set
forth in the record books of the Warrant Agent, designate (the "Expiration
Date"). Each Warrant not exercised at or before 5 P.M., New York City time,
on the Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in [lawful money of the United States of
America] [applicable currency,] [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer]
[in immediately available funds] the Warrant Price for each Warrant
exercised, to the Warrant Agent at its corporate trust office [or all
__________], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Securities
set forth on the reverse side of the Warrant Certificate properly completed
and duly executed. The date on which Payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
[if non-dollar denominated funds--or in such other account designated by the
Company] and shall advise the Company by telephone at the end of each day on
which a [payment] [wire transfer] for the exercise of Warrants is received of
the amount so deposited to its account. The Warrant Agent shall promptly
confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the [Trustee under the Indenture relating
to the Warrant Securities] of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such
exercise, and (iv) such other information as the Company or the Trustee shall
reasonably require.
3
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing each
Warrant, the Warrant Securities to which such holder is entitled, [in fully
registered form, registered in such name or names as may be directed by such
holder 2] [or in bearer form, as may be directed by such holder; provided,
however, the holder of a Registered Warrant may not direct the Company to
issue any Warrant Security in bearer form; and provided, further that the
Company shall deliver Warrant Securities in bearer form only outside the
United States and only upon delivery from the person entitled to physical
delivery of such Warrant Securities of an executed certificate substantially
in the form of Exhibit C hereto]. If fewer than all of the Warrants evidenced
by such Warrant Certificate are exercised, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised[; provided, however, that the holder of a Registered
Warrant may not direct the Company to execute a Bearer Warrant].
(d) The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that
no such tax or other charge is due.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.
SECTION 3.01. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of principal of, premium, if any, or interest on Warrant Securities
or to enforce any of the covenants in the [Indenture relating to the Warrant
Securities].
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably
satisfactory to it and, in the case of mutilation, upon surrender thereof to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a
like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient
10 cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen
or destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately with
any and all other Warrant Certificates duly executed and delivered hereunder.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease.
If at any time there shall be a merger, consolidation, conveyance, transfer
or lease of assets permitted under the [Indenture relating to the Warrant
4
Securities] then in any such event the successor or assuming company referred
to therein shall succeed to and be substituted for the Company, with the same
effect, subject to the Indenture, as if it had been named herein and in the
Warrants as the Company; the Company shall thereupon, except in the case of a
lease, be relieved of any further obligation hereunder or under the Warrants,
and the Company as the predecessor company, except in the case of a lease,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by
the Company, and may execute and deliver Warrant Securities in its own name
pursuant to the Indenture, in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued
shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof, In any case of any such consolidation,
merger, conveyance, transfer or lease, such changes in phraseology and form
(but not in substance) may be made in the Warrants thereafter to be issued as
may be appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, conveyance, transfer
or lease complies with the provisions of this Section 3.04 and the Indenture.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [1:
Upon] [2: Prior to the Detachable Date a Warrant Certificate may be exchanged
or transferred only together with the Offered Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Security. Prior
to any Detachable Date, each transfer of the Offered Security, on the
register of the Offered Securities [if such Offered Security is in registered
form, shall operate also to transfer the related Warrant Certificates. After
the Detachable Date upon] surrender at the corporate trust office of the
Warrant Agent [or ________], Warrant Certificates evidencing Warrants may be
exchanged for Warrant Certificates in [the same or] other denominations
evidencing such Warrants or the transfer thereof may be registered in whole
or in part [if the Warrant Certificates so surrendered are in registered
form]; provided, however, that such other Warrant Certificates evidence the
same aggregate number of Warrants as the Warrant Certificates so surrendered:
and provided further that such other Warrant Certificates shall be issued in
registered [or bearer] form [as may be directed by the holder of the
surrendered Warrant Certificate; provided, however, that the holder of a
Registered Warrant may not exchange such Warrant Certificate for a Bearer
Warrant; and provided, further, that the Warrant Agent shall deliver Bearer
Warrant only outside the United States, and only upon delivery from the
person entitled to physical delivery of such Warrant Certificates of an
executed certificate substantially in the form of Exhibit D hereto]. The
Warrant Agent shall keep, at its corporate trust office [and at _______],
books in which, subject to such reasonable regulations as it may prescribe,
it shall register Warrant Certificates [in registered form] and exchanges and
transfers of outstanding Warrant Certificates [in registered form], upon
surrender of such Warrant Certificates to the Warrant Agent at its corporate
trust office [or _______] for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory, to
the Company and the Warrant Agent. No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. Whenever any Warrant Certificates are
so surrendered for exchange or registration of transfer, an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested.
The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange or registration of transfer. [2:
Subject to this Section 4.01, each] [1: Each] Bearer Warrant shall be
transferable by delivery and shall be deemed negotiable.
5
SECTION 4.02. Treatment of Holders of Warrant Certificates. Every
holder of a Warrant Certificate, by accepting the same, consents and agrees
with the Company, the Warrant Agent and with every subsequent holder of such
Warrant Certificate that until the transfer of the Warrant Certificate is
registered on the books of the Warrant Agent [or the register of the Offered
Securities prior to the Detachable Date], the Company and the Warrant Agent
may treat the registered holder of a Warrant Certificate as the absolute
owner thereof for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange or registration of transfer, or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Company from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints
____________ as Warrant Agent of the Company in respect of the Warrants and
the Warrant Certificates upon the terms and subject to the conditions herein
set forth; and ____________ hereby accepts such appointment. The Warrant
Agent shall have the power and authority granted to and conferred upon it in
the Warrant Certificates and hereby and such further powers and authority to
act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.
SECTION 5.02. Condition of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the holders from time to time of the
Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including counsel fees) incurred by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent arising out
of or in connection with its acting as Warrant Agent hereunder, as
well as the costs and expenses of defending against any claim of
such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not
assume any obligation or relationship of agency or trust for or with
any of the holders of Warrant Certificates or beneficial owners of
Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice Of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or
thing suffered by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
6
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, my become the owner of, or
acquire any interest in, Warrants, with the same rights that it or
they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be
interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed
to prevent the Warrant Agent from acting as Trustee under either of
the Indentures.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to
the Warrant Agent's countersignature thereon), all of which are made
solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend
to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by
the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant
Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty, or
responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to
make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying
such removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust
company authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under Section
5.02(a) shall continue to the extent set forth therein notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally
7
as they become due, or shall take corporate action in furtherance of any such
action or a decree or order for relief by a court having jurisdiction in the
premises shall have been entered in respect of the Warrant Agent in an
involuntary cast under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency
or similar law; or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property
or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as I originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any company into which the Warrant Agent hereunder may
be merged or converted or any company with which the Warrant Agent may be
consolidated, or any company resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any company to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement
as the Company and the Warrant Agent may deem necessary or desirable;
provided that such action shall not affect adversely the interests of the
holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
____________, Attention: ____________, and any communication from the Warrant
Agent to the Company with respect to this Agreement shall be addressed to
Chrysler Financial Company L.L.C., 27777 Franklin Road, Southfield, Michigan
48034-8286, attention of _________________ (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the bolder of
8
the Warrant Certificate evidencing such Warrant, prior to or concurrently
with the delivery of the Warrant Securities issued upon such exercise, a
Prospectus. The Warrant Agent shall not by reason of any such delivery,
assume any responsibility for the accuracy or adequacy of such Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Securities issued upon the
exercise of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which
the Warrants are exercisable.
SECTION 6.07. Persons Having Rights Under Warrant Agreement. Nothing
in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy
or claim under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement maybe executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
SECTION 6.11. Notices to Holders of Warrants. Any notice to holders
of Warrants which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given [, with respect to Registered Warrants,]
by first class mail prepaid at such holder's address as appears on the books
of the Warrant Agent [2: (or on the register of the Offered Securities prior
to the Detachable Date)] [or, with respect to Bearer Warrants,] by
publication at least once in a daily morning newspaper in New York City and
in London].
IN WITNESS WHEREOF, Chrysler Financial Company L.L.C. and
______________ have caused this Agreement to be signed by their respective
duly authorized officers, and their respective, corporate seal to be affixed
hereunto, and the same to be attested by their respective Secretaries or one
of their respective Assistant Secretaries, all as of the day and year first
above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By: ___________________________________
Title:
Attest:
_______________________
Title:
[Warrant Agent]
By: __________________________________
Title:
9
Attest:
_______________________
Title:
10
Exhibit A
FORM OF WARRANT CERTIFICATE [2: IN REGISTERED FORM]
[Face of Warrant Certificate]
[4: Prior to _______ this Warrant Certificate
cannot be transferred or exchanged unless attached
to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON _________, 19__
No. ________ ________ Warrants
This certifies that or _____________ registered assigns (the
"Registered Holder") is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time [after 5
P.M., New York City time, on ____________, 19__ and] on or before 5 P.M., New
York City time, on ____________ 19__, principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Chrysler Financial Company L.L.C.
(the "Company"), issued and to be issued under the Indenture (as hereinafter
defined), on the following basis: [on ___________, 19__ the exercise price of
each Warrant will be ___________; during the period from 19__ , through and
including 19__ the exercise price of each Warrant will be plus [accrued
amortization of the original issue discount] [accrued interest] from
_____________, 19__ ; on ____________, 19__ , the exercise price of each
Warrant will be ___________; during the period from ____________, 19__
through and including _____________, 19__ , the exercise price of each
Warrant will be _____________, plus [accrued amortization of the original
issue discount] [accrued interest] from _____________, 19__ ; [in each case,
the original issue discount will be amortized at a __% annual rate, computed
on an annual basis using the "interest-method and using a 360-day year
consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each principal amount of Warrant Securities is _________.]
The Registered Holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the beck hereof and by paying in full (in
lawful money of the United States of America] [applicable currency or units)
[in cash or by certified check or official bank check or by bank wife
transfer, in each case,] [by bank wire transfer] in immediately available
funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duty executed, at the corporate trust office
of [name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent") [or ________] currently at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
my be exercised to purchase Warrant Securities in registered form in
denominations of and any integral multiples thereof. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Registered Holder hereof a new Warrant Certificate in
registered form evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Registered Holder consents by acceptance hereof. Copies of the
Warrant Agreement am on file at the above-mentioned office of the Warrant
Agent [and at ___________].
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT:
A-1
___________________ ], as supplemented by a First Supplemental Indenture
dated as of _____________, a Second Supplemental Indenture dated as of and a
Third Supplemental Indenture dated as of _____________, 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 __________
between the Company (as successor to CFC) and the Trustee [FOR SUBORDINATED
DEBT: ____________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: __________ between the Company and Irving
Trust Company], as Trustee, as supplemented by a First Supplemental Indenture
dated as of (the "Indenture"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form
of the Warrant Securities are on file at the corporate trust office of the
Trustee [and at ________].
[2: Prior to ____________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer or such Offered Security. After such date, this] [1:
This] Warrant Certificate may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or _______] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing,
in the manner and subject to the limitations provided in the Warrant
Agreement.
[2: Except as provided in the immediately preceding paragraph,
after] [1: After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in registered form representing the same aggregate number of
Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants, of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
CHRYSLER FINANCIAL COMPANY L.L.C.
By: __________________________________________
Attest:
___________________________
Countersigned:
___________________________
As Warrant Agent
By ________________________
Authorized Signature
A-2
Reverse of Warrant Certificate
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the Registered Holder
must pay in [Dollars] [applicable currency or units] [in cash or by certified
check or official bank check or by bank wire transfer] [by bank wire
transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn: _________ [or _______],
which [payment] [wire transfer] must specify the name of the Registered
Holder and the number of Warrants exercised by such Registered Holder. In
addition the Registered Holder must complete the information required below
and present this Warrant Certificate in person or mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address set forth below. This Warrant Certificate, completely and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise ______________
Warrants, evidenced by this Warrant Certificate, to purchase ___________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that he has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [in cash or by certified check or official bank check or
by bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of _________ in
accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Securities be in registered form in the
authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in registered
form and delivered to the undersigned unless otherwise specified in the
instructions below.
Dated: Name ________________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address _____________________________
Identifying Number of Holder)
_____________________________
Signature ___________________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
By mail at ___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants --complete
as appropriate.]
A-3
Assignment
(Form of Assignment To Be Executed If Holder Desires
To Transfer Warrants Evident Hereby)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto
Please insert social security
or other identifying number
-----------------------------
__________________________________________________ _______________________
(Please print name and address including zip code)
- -----------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution
in the premises.
------------------------------------------------
Dated: Signature
(Signature must conform in all respects to name
of holder as specified on the face of this
Warrant Certificate and must bear a signature
guarantee by a bank, trust company or member
broker of the New York, Midwest or Pacific Stock
Exchange.)
Signature Guaranteed
- ---------------------
A-4
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit B
FORM OF WARRANT CERTIFICATE IN BEARER FORM]
[Face of Warrant Certificate]
[4: Prior to this Warrant Certificate
cannot be transferred or exchanged unless attached
to a [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
CHRYSLER FINANCIAL COMPANY L.L.C.
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M., NEW YORK CITY TIME, ON ____________, 19
No. ____________ ______ Warrants
This certifies that the bearer hereof (the "Bearer") is the owner of
the above indicated number of Warrants, each Warrant entitling the Bearer to
purchase, at any time [after 5 P.M., New York City time, on _______, 19__
and] on or before 5 P.M., New York City time, on ________, 19__ , principal
amount of [Title of Warrant Securities] (the "Warrant Securities"), of
Chrysler Financial Company L.L.C. (the "Company"), issued and to be issued
under the Indenture (as hereinafter defined), on the following basis: [on
_______, 19__ the exercise price of each Warrant will be _______; during the
period from ________, 19__ , through and including _________, 19__ , the
exercise price of each Warrant will be ____________ plus [accrued
amortization of the original issue discount] [accrued interest] from
_________, 19__ ; on _________, 19__ the exercise price of each Warrant will
be ____________; during the period from ___________, 19__ , through and
including __________, 19__ , the exercise price of each Warrant will be
__________ plus [accrued amortization of the original issue discount]
[accrued interest] from ___________, 19__ ; [in each case, the original issue
discount will be amortized at a __% annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve
30-day months] (the "Warrant Price"). [The original issue discount for each
_________- principal amount of Warrant Securities is __________.] The Bearer
may exercise the Warrants evidenced hereby by providing certain information
set forth on the back hereof and by paying in full, [in lawful money of the
United States of America] [applicable currency or units] [in cash or by
certified check or official bank check or by Bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds, the Warrant
Price for each Warrant exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form
on the back hereof duly executed, at the corporate trust office of [name of
Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or
_________] currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in bearer or registered form
in denominations of ____________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the Bearer a new Warrant Certificate in
bearer or registered form, as the Bearer may direct, evidencing the number of
Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Bearer consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and
at _________].
B-1
The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture, dated as of [FOR SENIOR DEBT]:
__________________, as supplemented by a First Supplemental Indenture dated
as of ______________, a Second Supplemental Indenture dated as of and a Third
Supplemental Indenture dated as of ______________, 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 between the
Company (as successor to CFC) and the Trustee [FOR SUBORDINATED DEBT:
__________________ between the Company and IBJ Schroder Bank & Trust Company]
[FOR JUNIOR SUBORDINATED DEBT: ________________ between the Company and
Irving Trust Company], as Trustee, as supplemented by a First Supplemental
Indenture dated as of (the "Indenture"), and will be subject to the terms and
provisions contained in the Indenture. Copies of the Indenture and the form
of the Warrant Securities are on file at the corporate trust office of the
Trustee [and at __________].
[2: Prior to ___________, 19__ this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this] [1:
This] Warrant Certificate, and all rights hereunder, may be transferred by
delivery, and the Company and the Warrant Agent may treat the bearer hereof
as the owner for all purposes.
[2: Except as provided in the immediately preceding paragraph,
after] [1: After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in bearer or registered form representing the same aggregate
number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
CHRYSLER FINANCIAL COMPANY L.L.C.
By ______________________________
Attest:
_____________________________
Countersigned:
_____________________________
As Warrant Agent
By __________________________
Authorized Signature
B-2
Reverse of Warrant Certificate
Instructions for Exercise of Warrants
To exercise the Warrants evidenced hereby, the Bearer must pay in
[Dollars] [applicable currency or units] [in cash or by certified check or
official bank check or by bank wire transfer] [by bank wire transfer] [in
immediately available funds] the Warrant Price in full for Warrants exercised
to [insert name of Warrant Agent] [corporate trust department] [insert
address of Warrant Agent], Attn: ____________ [or __________], which
[payment] [wire transfer] must specify the name of the Bearer and the number
of Warrants exercised by such Bearer. In addition, the Bearer must complete
the information required below and present this Warrant Certificate in person
or mail (certified or registered mail is recommended) to the Warrant Agent at
the appropriate address set forth below. This Warrant Certificate, completed
and duly executed, must be received by the Warrant Agent within five business
days of the [payment] [wire transfer]. If the undersigned is requesting
delivery of Warrant Securities in bearer form, the person entitled to
physical delivery of such Warrant Securities will be required to deliver a
certificate (copies of which may be obtained from the Warrant Agent [or
_________-]) certifying that such Warrant Securities are not being acquired
by or on behalf of a United States Person (as defined in the certificate) or
for sale to a United States Person unless such United States Person is a
qualified financial institution as defined under United States tax laws and
regulations.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise _____________
Warrants, evidenced by this Warrant Certificate, to purchase _____________
principal amount of the [Title of Warrant Securities] (the "Warrant
Securities") of Chrysler Financial Company L.L.C., and represents that be has
tendered payment for such Warrant Securities in [Dollars] [applicable
currency or units] [cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] [in immediately
available funds] to the order of Chrysler Financial Company L.L.C., c/o
[insert name and address of Warrant Agent], in the amount of in accordance
with the terms hereof. The undersigned requests that said principal amount of
___________ Warrant Securities be in registered bearer (delete inapplicable
type) form in the authorized denominations, registered in such names (if
applicable) and delivered all as specified in accordance with the
instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued in
registered/bearer (delete inappropriate type) form and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated: Name __________________________
- -------------------------------- (Please Print)
________________________________
(Insert Social Security or Other Address _______________________
Identifying Number of Holder)
_______________________
Signature _____________________
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
B-3
By mail at ___________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants --complete
as appropriate.]
B-4
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit C
FORM OF CERTIFICATE FOR DELIVERY OF WARRANT SECURITIES IN BEARER FORM
CHRYSLER FINANCIAL COMPANY L.L.C.
[Title of Warrant Debt Securities]
To: CHRYSLER FINANCIAL COMPANY L.L.C.
c/o [Name]
as Trustee
This certificate is submitted in connection with the undersigned's
request that you deliver to us principal __________ amount of [Title of
Warrant Securities] (the "Warrant Securities") in bearer form upon exercise
of warrants.
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Securities), the Warrant
Securities which are to be delivered to the undersigned in bearer form are
not being acquired, directly or indirectly, by or on behalf of a United
States Person, or for offer to resell or for resale to a United States Person
or, if any beneficial owner of the Warrant Securities is a United States
Person, such United States Person is a financial institution or acquiring
through a financial institution. If the undersigned is a clearing
organization, the undersigned represents that this certificate is based on
statements provided to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction: "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source: "financial institution" means a branch located outside the United
States of a qualified Financial institution as defined in Section
1.165-12(c)(1))(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulations. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by
this certificate.
----------------------------------
(Signature)
Dated:
----------------------------------
(Please print name)
Address:
C-1
[DELETE THIS EXHIBIT IF ONLY REGISTERED WARRANTS ARE TO BE ISSUED]
Exhibit D
FORM OF WARRANT FOR DELIVERY OF BEARER WARRANTS
CHRYSLER FINANCIAL COMPANY L.L.C.
Warrant Certificates Evidencing Warrants Representing
the Right to Purchase
[Title of Warrant Securities]
To: [Warrant Agent]
This certificate is submitted in connection with the undersigned's
request that you deliver to as a warrant certificate (the "Warrant
Certificate") in bearer form evidencing warrants representing the risk to
purchase ____________ principal amount of [Title of Warrant Securities].
The undersigned hereby certifies that as of the date hereof (the
date of delivery to the undersigned of the Warrant Certificates), the Warrant
Certificate which is to be delivered to the undersigned in bearer form is not
being acquired, directly or indirectly, by or on behalf of a United States
Person, or for offer to resell or for resale to a United States Person or, if
any beneficial owner of the Warrant Certificate is a United States Person,
such United States Person is a financial institution or acquiring through a
financial institution. If the undersigned is a clearing organization, the
undersigned represents that this certificate is based on statements provided
to it by its member organizations.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions or any area subject to its jurisdiction. "United States Person"
means a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or an estate or trust the
income of which is subject to United States federal income tax regardless of
its source; "financial institution" means a branch located outside the United
States of a qualified financial institution as defined in Section
1.165-12(c)(1)(iv) of the Treasury Department Regulations that agrees in
writing to comply with Section 1650)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the temporary regulations thereunder;
and a "clearing organization" means an entity which is in the business of
holding obligations for member organizations and transferring obligations
among such members by credit or debit to the account of a member without the
necessity of physical delivery of the obligation.
We understand that this certificate is required in connection with
United States tax laws and regulation. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in my
administrative or legal proceedings with respect to the matters covered by
this certificate.
-----------------------------------
(Signature)
Dated:
-----------------------------------
(Please print name)
Address:
D-1