FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission file number 1-5966
Chrysler Financial Corporation
(Exact name of registrant as specified in its charter)
State of Michigan 38-0961430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034-8286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3060
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __X__ No _____
APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
The registrant had 250,000 shares of common stock outstanding as of March 31,
1994.
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF NET EARNINGS
(in millions of dollars)
Three Months Ended
March 31,
1994 1993
(unaudited)
Interest income:
Automotive financing:
Retail $ 137 $ 131
Wholesale and other 118 122
Nonautomotive financing 76 115
Total interest income 331 368
Interest expense 185 219
Interest margin 146 149
Other revenues:
Servicing fee income 61 51
Insurance premiums earned 34 33
Investment and other income 58 59
Interest margin and other revenues 299 292
Costs and expenses:
Operating expenses 118 115
Provision for credit losses 47 46
Insurance losses and adjustment expenses 26 27
Depreciation and other expenses 33 54
Total costs and expenses 224 242
Earnings before income taxes and cumulative
effect of changes in accounting principles 75 50
Provision for income taxes 28 13
Earnings before cumulative effect of
changes in accounting principles 47 37
Cumulative effect of changes in
accounting principles (Note 4) - (30)
Net Earnings $ 47 $ 7
Consolidated Statement of Three Months Ended
Shareholder's Investment March 31,
(in millions of dollars) 1994 1993
(unaudited)
Balance at beginning of period (Note 4) $3,131 $2,998
Net earnings 47 7
Net unrealized holding losses on securities (Note 4) (2) -
Balance at end of period $3,176 $3,005
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions of dollars)
March 31, December 31, March 31,
Assets: 1994 1993 1993
(unaudited) (unaudited)
Finance receivables - net (Note 1) $ 8,976 $ 8,659 $10,002
Retained interest in sold receivables
and other related amounts - net (Note 1) 4,541 3,738 3,952
Total finance receivables and
retained interests - net 13,517 12,397 13,954
Cash and cash equivalents 200 265 433
Marketable securities (Note 4) 354 348 341
Dealership properties leased - net 415 423 447
Equipment leased to others - net 135 176 360
Repossessed collateral 265 269 245
Other assets 496 524 547
Total Assets $15,382 $14,402 $16,327
Liabilities:
Debt (Note 3) $ 9,330 $ 8,435 $10,123
Accounts payable, accrued
expenses and other 1,315 1,298 1,346
Amounts due to affiliated companies 38 24 366
Deferred income taxes 1,523 1,514 1,487
Total Liabilities 12,206 11,271 13,322
Shareholder's Investment 3,176 3,131 3,005
Total Liabilities and
Shareholder's Investment $15,382 $14,402 $16,327
<FN>
Prior periods reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions of dollars)
Three Months Ended
March 31,
1994 1993
(unaudited)
Cash Flows From Operating Activities:
Net earnings $ 47 $ 7
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of changes in accounting principles - 30
Net gains from receivable sales (28) (22)
Provision for credit losses 47 46
Depreciation and amortization of intangibles 20 34
Change in deferred income taxes and income
taxes payable 9 10
Change in accounts payable, accrued
expenses and other 26 (67)
Net cash provided by operating activities 121 38
Cash Flows From Investing Activities:
Acquisitions of finance receivables (16,088) (14,035)
Collections of finance receivables 3,960 4,663
Proceeds from sales of receivables 10,959 8,159
Proceeds from sales of nonautomotive assets - 2,267
Other 87 179
Net cash (used in) provided by investing activities (1,082) 1,233
Cash Flows From Financing Activities:
Change in short-term notes and affiliated borrowings 307 1,467
Borrowings under revolving credit facilities:
Proceeds - 1,918
Payments - (4,342)
Proceeds from issuance of term debt 769 -
Repayment of term debt (249) (273)
Other 69 (41)
Net cash provided by (used in) financing activities 896 (1,271)
Change in cash and cash equivalents (65) -
Cash and cash equivalents at beginning of period 265 433
Cash and Cash Equivalents at End of Period $ 200 $ 433
<FN>
Prior period reclassified to conform to current classifications.
See Notes to Consolidated Financial Statements.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Finance Receivables and Retained Interests
Outstanding balances of "Finance receivables - net" were as follows:
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
Automotive:
Retail $ 3,806 $ 3,536 $ 3,933
Wholesale and other 2,665 2,520 3,101
Total automotive 6,471 6,056 7,034
Nonautomotive 2,716 2,803 3,183
Total finance receivables 9,187 8,859 10,217
Less allowance for credit losses (211) (200) (215)
Total finance receivables - net $ 8,976 $ 8,659 $10,002
The Company's retained interests in sold receivables and other related
amounts are generally restricted and subject to limited recourse provisions.
The following is a summary of amounts included in "Retained interests in
sold receivables and other related amounts - net":
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
Cash and investments $ 531 $ 586 $ 512
Senior interests in wholesale
receivables 1,673 967 1,175
Subordinated interests in
receivables 1,932 1,783 1,798
Excess servicing 195 200 181
Other restricted and securitized
assets 510 496 526
Less allowance for credit losses (300) (294) (240)
Total retained interests in sold
receivables and other related
amounts - net $ 4,541 $ 3,738 $ 3,952
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 1 - Finance Receivables and Retained Interests (Continued)
The Company's total allowance for credit losses including receivables sold
subject to limited recourse is as follows:
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
Allowance for losses deducted from:
Finance receivables $ 211 $ 200 $ 215
Retained interests in sold
receivables and other
related amounts 300 294 240
Total $ 511 $ 494 $ 455
Note 2 - Sales of Receivables
The Company sells receivables subject to limited recourse provisions.
Outstanding balances of sold finance receivables are as follows:
March 31, December 31, March 31,
1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
Automotive:
Retail $12,205 $12,027 $10,034
Wholesale and other 7,052 6,356 6,291
Nonautomotive 398 449 565
Total $19,655 $18,832 $16,890
Gains or losses from the sale of retail receivables are recognized in
the period in which such sales occur. Provisions for expected credit
losses are generally provided during the period in which such
receivables are acquired. Since the allowance for credit losses is
separately provided prior to the receivable sales, gains from
receivable sales are not reduced for expected credit losses.
Included in "Investment and other income" are gains before expected
credit losses totaling $28 million and $22 million for the three
months ended March 31, 1994 and 1993, respectively. The provision
for credit losses related to such sales amounted to $31 million, and
$29 million for the three months ended March 31, 1994 and 1993,
respectively.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt
Weighted Average
Interest Rates at March 31, December 31, March 31,
Maturity March 31, 1994 1994 1993 1993
(unaudited) (unaudited)
(in millions of dollars)
Short-term notes placed primarily
in the open market:
United States $ 2,598 $ 2,513 $ 1,452
Canada 481 259 9
Total short-term notes
(primarily commercial paper) 3,079 2,772 1,461
Revolving bank borrowings under
credit facilities:
United States - - 3,125
Canada - - 375
Total bank borrowings - - 3,500
Senior term debt:
United States, due
1993 - - 576
1994 8.7% 615 813 1,012
1995 5.4% 574 574 142
1996 5.3% 1,092 1,053 343
1997 4.9% 485 197 98
1998 6.0% 735 696 -
Thereafter 8.4% 2,169 1,766 1,898
Total United States 5,670 5,099 4,069
Canada, due 1993-1996 12.3% 41 42 149
Less unamortized discount 3 2 -
Total senior term debt 5,708 5,139 4,218
Subordinated term debt - United States
Senior due 1995 8.3% 27 77 367
Junior subordinated - - 165
Total subordinated 27 77 532
Mexico borrowings and other 516 447 412
Total debt $ 9,330 $ 8,435 $10,123
Credit Facilities
At March 31, 1994, the Company had credit facilities aggregating $5.2
billion, consisting of contractually committed U.S. credit lines of $4.7
billion expiring in August 1995, and $.5 billion of Canadian credit
lines expiring in December 1995. At March 31, 1994 the Company had no
borrowings outstanding under either of these credit facilities.
At March 31, 1994, the Company had automotive receivable sale agreements
totaling $2.9 billion, consisting of a $2.5 billion U.S. automotive
receivable sale agreement (of which $1.25 billion expires in September
1994 and $1.25 billion expires in September 1996), and a $.4 billion
Canadian receivable sale agreement which expires in December 1995. At
March 31, 1994, none of the Company's receivable sale agreements were
utilized.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 3 - Debt (Continued)
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement dated June 30, 1993 can be made available to
the Company. As of March 31, 1994, no borrowings were outstanding under
this agreement.
The Company has contractual debt maturities of $4.2 billion during the
remainder of 1994 (including $3.1 billion of short-term notes), and $.6
billion in 1995.
Note 4 - Accounting Changes
Investments in Debt and Equity Securities
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." This new accounting standard specifies the
accounting and reporting requirements for changes in the fair values of
investments with readily determinable fair values.
Under SFAS No. 115, debt and equity securities are categorized into one
of three categories: trading, available-for-sale and held-to-maturity.
Trading securities and available-for-sale securities are recorded at
fair value. Changes in the fair value of trading securities are
included in earnings currently. Changes in the fair value of available-
for-sale securities are recorded as a separate component of
Shareholder's Investment until realized. Held-to-maturity securities
are carried at cost adjusted for amortized premium or discount.
At March 31, 1994, the Company had investments in securities with an
aggregate carrying value of $383 million, consisting primarily of
commercial paper, governmental securities and corporate debt. At March
31, 1994, $348 million of these securities were categorized as
available-for-sale, while $35 million were categorized as held-to-
maturity. The adjustment of available-for-sale securities to market
value at January 1, 1994 resulted in a $6 million increase to
Shareholder's Investment.
At March 31, 1994, the outstanding debt securities held as investments
have contractual maturities as follows: $118 million due within one
year, $80 million due after one year through five years, $41 million due
after five years through ten years, and $97 million due after ten years.
Other Postretirement Benefits
The Company provides health and life insurance benefits to substantially
all of its U.S. and Canadian employees. Upon retirement from the
Company, employees may become eligible for continuation of these
benefits. However, benefits and eligibility rules may be modified
periodically. Prior to 1993, the expense recognized for these benefits
was based primarily on cash expenditures for the period. Effective
January 1, 1993, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," ("OPEB") which requires
the accrual of such benefits during the years the employees provide
services.
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Note 4 - Accounting Changes (Continued)
The adoption of SFAS No. 106 resulted in an after-tax charge of $29
million in 1993, which represented the immediate recognition of the OPEB
transition obligation of $45 million, partially offset by $16 million of
estimated tax benefits.
The OPEB transition obligation is the aggregate amount that would have
been accrued in the years prior to the adoption of SFAS No. 106 had this
standard been in effect for those years. Implementation of SFAS No. 106
did not increase the Company's cash expenditures for postretirement
benefits. Recognition of on-going expenses under OPEB will not
materially affect the Company's results of operations.
Postemployment Benefits
During the fourth quarter of 1993, the Company adopted SFAS No. 112,
"Employers' Accounting for Postemployment Benefits" effective January 1,
1993. This statement requires the accrual of benefits provided to
former or inactive employees after employment but prior to retirement.
Prior to 1993, the Company accrued for certain of these benefits at the
time an employee's active service ended or expensed the benefit on the
basis of cash expenditures. Adoption of this accounting standard
resulted in the recognition of an after-tax charge of $1 million for the
cumulative effect of this change in accounting principle for the quarter
ended March 31, 1993. Results for the quarter ended March 31, 1993 have
been restated accordingly. Adoption of SFAS No. 112 has not materially
increased the annual expense recognized for these benefits, and there is
no cash impact.
Impairment of a Loan
In May 1993, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which
amends SFAS No. 5, "Accounting for Contingencies", by requiring
creditors to evaluate the collectibility of both contractual interest
and principal of receivables when evaluating the need for a loss
accrual. The Company plans to adopt SFAS No. 114 on or before January
1, 1995. The Company has not yet determined the effect of this new
pronouncement on its results of operations and financial position.
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Chrysler Financial's receivables managed and total assets increased from
year-end 1993 levels reflecting growth in automotive volume. The Company's
portfolio of receivables managed, which includes receivables owned and
receivables serviced for others, totaled $29.8 billion at March 31, 1994,
compared to $28.3 billion at December 31, 1993, and $27.3 billion at March 31,
1993. The increase in receivables managed primarily reflects higher levels of
automotive financing.
Receivables serviced for others primarily represent sold receivables which the
Company services for a fee. Receivables serviced for others totaled $20.6
billion at March 31, 1994, compared to $19.4 billion at December 31, 1993, and
$17.1 billion at March 31, 1993.
Total assets at March 31, 1994 were $15.4 billion, compared to $14.4 billion
at December 31, 1993, and $16.3 billion a year ago. The decline in assets
from a year ago reflects the continued liquidation of nonautomotive assets.
The Company's total allowance for credit losses, including receivables sold
subject to limited recourse provisions, totaled $511 million, $494 million,
and $455 million at March 31, 1994, December 31, 1993, and March 31, 1993,
respectively. The total allowance for credit losses as a percentage of
related finance receivables outstanding was 1.77 percent, 1.78 percent, and
1.68 percent at March 31, 1994, December 31, 1993, and March 31, 1993,
respectively.
Total debt outstanding at March 31, 1994 was $9.3 billion, compared to $8.4
billion at December 31, 1993 and $10.1 billion a year ago. The Company's
debt-to-equity ratio was 2.94 to 1 at March 31, 1994 compared to 2.69 to 1 at
December 31, 1993, and 3.37 to 1 at March 31, 1993.
Results of Operations
Earnings before taxes were $75 million for the three months ended March 31,
1994, which compares to $50 million for the first quarter of 1993, before the
cumulative effect of changes in accounting principles. The increase in first
quarter 1994 earnings before taxes and accounting changes resulted from higher
levels of automotive financing.
The Company's net earnings were $47 million for the three months ended March
31, 1994 compared to $7 million in the first quarter of 1993. Net earnings
for the three months ended March 31, 1993 included charges totaling $30
million from the adoption of Statement of Financial Accounting Standard
("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions", and SFAS No. 112, "Employers' Accounting for Postemployment
Benefits".
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Automotive financing volume totaled $17.1 billion in the first quarter of
1994, compared to $14.1 billion in the first quarter of 1993. Financing
support provided in the United States for new Chrysler vehicle retail
deliveries (including fleet), and wholesale vehicle sales to dealers and the
number of vehicles financed for the three months ended March 31, 1994, and
1993 respectively, were as follows:
Three Months Ended
March 31,
1994 1993
United States Penetration:
Retail 24% 23%
Wholesale 71% 71%
Number of New Chrysler Vehicles Financed
in the United States (in thousands):
Retail 137 111
Wholesale 423 377
Interest margin totaled $146 million for the three months ended March 31,
1994, compared to $149 million for the first quarter of 1993. Automotive
financing income totaled $255 million for the three months ended March 31,
1994 compared to $253 million in the first quarter of 1993.
Interest income from the Company's nonautomotive financing operations declined
to $76 million in the first quarter of 1994 from $115 million in the first
quarter of 1993. These nonautomotive operations had finance receivables
outstanding of $2.7 billion at March 31, 1994 compared with $3.2 billion at
March 31, 1993. The decline in nonautomotive interest income and receivables
outstanding is a result of first quarter 1993 asset sales and continued
downsizing of the Company's nonautomotive portfolios, respectively.
Service fee income totaled $61 million for the three months ended March 31,
1994, an increase of $10 million from a year ago, due to higher levels of
receivables serviced for others.
The Company's average effective cost of borrowings improved in the first
quarter of 1994 as compared to the comparable period a year ago, reflecting
the repayment of bank borrowings during 1993 and increased use of lower cost
commercial paper.
A comparison of borrowing costs is shown in the following table:
Three Months Ended
March 31,
1994 1993
(dollars in millions)
Interest expense $ 185 $ 219
Average borrowings $ 8,844 $10,089
Average effective cost of borrowings 8.39% 8.83%
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (continued)
Depreciation and other expenses totaled $33 million for the quarter ended
March 31, 1994, compared to $54 million for the first quarter of 1993. The
decrease is a result of the 1993 nonautomotive asset sales and the continued
downsizing of nonautomotive portfolios.
Net credit loss experience, including net losses on receivables sold subject
to limited recourse provisions, for the first quarter of 1994 and 1993 was as
follows:
Net Credit Losses
1994 1993
(in millions of dollars)
Automotive financing $ 21 $ 30
Nonautomotive financing 9 42
Total $ 30 $ 72
Net Credit Losses to
Average Receivables
Outstanding
1994 1993
Automotive financing 0.30% 0.49%
Nonautomotive financing 0.91% 2.52%
Total 0.38% 0.92%
Liquidity and Capital Resources
At March 31, 1994, the Company had revolving credit facilities aggregating
$5.2 billion, consisting of contractually committed U.S. credit lines of $4.7
billion expiring in August 1995, and $.5 billion of Canadian credit lines
expiring in December 1995. The Company had automotive receivable sale
agreements totaling $2.9 billion at March 31, 1994, consisting of a $2.5
billion U.S. automotive receivable sale agreement (of which $1.25 billion
expires in September 1994 and $1.25 billion expires in September 1996), and a
$.4 billion Canadian receivable sale agreement which expires in December 1995.
In addition, up to $750 million of the total commitment under Chrysler's
revolving credit agreement expiring in June 1996 can be made available to the
Company. As of March 31, 1994, none of the revolving credit facilities or
receivable sale agreements were utilized.
Receivable sales continued to be a significant source of cost-effective
funding in the first quarter of 1994 as the Company realized $1.7 billion of
net proceeds from the sale of automotive retail receivables, compared to $1.3
billion of net proceeds in the first quarter of 1993. In addition, revolving
wholesale receivable sale arrangements provided funding which aggregated $4.6
billion and $4.4 billion at March 31, 1994 and 1993, respectively.
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (continued)
At March 31, 1994, the Company had contractual debt maturities of $4.2 billion
during the remainder of 1994 (including $3.1 billion of short-term notes), $.6
billion in 1995, and $1.1 billion in 1996.
During the second quarter of 1994, the Company began the process of
negotiating the early replacement of its U.S. and Canadian revolving credit
facilities and receivable sale agreements.
The Company believes that cash provided by operations, receivable sales,
access to term debt markets, and issuance of commercial paper will be
sufficient to enable it to meet its funding requirements.
New Accounting Standard
In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS No.
114, "Accounting by Creditors for Impairment of a Loan", which amends SFAS No.
5, "Accounting for Contingencies", by requiring creditors to evaluate the
collectibility of both contractual interest and principal of receivables when
evaluating the need for a loss accrual. The Company plans to adopt SFAS No.
114 on or before January 1, 1995. The Company has not yet determined the
effect of this new pronouncement on its results of operations and financial
position.
Review by Independent Public Accountants
Deloitte & Touche, the Company's independent public accountants, performed a
review of the financial statements for the three months ended March 31, 1994
and 1993 in accordance with the standards for such reviews established by the
American Institute of Certified Public Accountants. The review did not
constitute an audit, and accordingly, Deloitte & Touche did not express an
opinion on the aforementioned data. Refer to the Independent Accountants'
Report included in Exhibit 15-A.
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
(Omitted in accordance with general instruction H)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(Omitted in accordance with general instruction H)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(Omitted in accordance with general instruction H)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report.
Exhibit No.
- - -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of
the Michigan Department of Treasury on October 1, 1971. Filed as
Exhibit 3-A to Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed
as Exhibit 3-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended March 31, 1990, and
incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related to
Chrysler Financial Corporation Subordinated Debt Securities, J.
Henry Schroder Bank & Trust Company having subsequently succeeded
Banker's Trust Company as Trustee. Filed as Exhibit 4-C to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1985, and incorporated herein by
reference.
4-C Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-D Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and J. Henry Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-F to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September 30, 1986,
and incorporated herein by reference.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder Bank &
Trust Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-I to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed as Exhibit 4-J to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-I Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-A to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-L to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
4-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, to the Indenture, dated as of February
15, 1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-M to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and incorporated herein by
reference.
4-L Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as Successor Trustee, to the Indenture, dated
as of February 15, 1988 between such parties, relating to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit 4-N
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1992, and incorporated herein by
reference.
4-M Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and IBJ Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-B to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-N Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-N to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
4-O Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-C to Registration No. 33-23479 of Chrysler
Financial Corporation, and incorporated herein by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and Irving Trust Company,
Trustee, to the Indenture, dated as of February 15, 1988, between
such parties, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-O to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968, among
Chrysler Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation. Filed as Exhibit 13-D to Registration Statement
No. 2-32037 of Chrysler Financial Corporation, and incorporated
herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
amending the Income Maintenance Agreement among such parties. Filed
as Exhibit 13-B to Registration Statement No. 2-40110 of Chrysler
Financial Corporation and Chrysler Corporation, and incorporated
herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 5-C to Registration Statement No. 2-49615
of Chrysler Financial Corporation, and incorporated herein by
reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H to
Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler Financial
Corporation, Chrysler Holding Corporation (now known as Chrysler
Corporation) and Chrysler Corporation (now known as Chrysler Motors
Corporation) further amending the Income Maintenance Agreement among
such parties. Filed as Exhibit 10-F to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
10-G Copy of Amended and Restated Revolving Term Credit Facility, dated
as of January 17, 1993, among Chrysler Credit Canada Ltd., as the
Borrower, Chrysler Financial Corporation, as the Guarantor, the
several financial institutions parties thereto and Royal Bank of
Canada, as Agent Bank. Filed as Exhibit 10-G to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-H Copy of Standby Receivables Purchase Agreement, dated as of January
17, 1993, among Chrysler Credit Canada, Ltd., Chrysler Financial
Corporation, Royal Bank of Canada and the several other financial
institutions parties thereto. Filed as Exhibit 10-H to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-I Copy of Retail Purchase and Servicing Agreement dated as of January
17, 1993 among Royal Bank of Canada, Chrysler Credit Canada Ltd.,
Chrysler Financial Corporation and the several other financial
institutions parties thereto. Filed as Exhibit 10-I to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-J Copy of Bank Series Supplement, dated as of January 17, 1993, among
Chrysler Credit Canada Ltd., Royal Bank of Canada, the several bank
parties thereto and The Royal Trust Company, to the Master Custodial
and Servicing Agreement, dated as of September 1, 1992. Filed as
Exhibit 10-J to the Annual Report of Chrysler Financial Corporation
on Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-K Copy of Series C Supplement, dated as of May 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee,
with respect to CARCO Auto Loan Master Trust. Filed as Exhibit 4-J
to the Quarterly Report on Form 10-Q of CARCO Auto Loan Master Trust
for the quarter ended June 30, 1992, and incorporated herein by
reference.
10-L Copy of Indenture, dated as of May 1, 1992, between Premier Auto
Trust 1992-3 and Bankers Trust Company with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-N to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
10-M Copy of a 5.90% Asset Backed Note with respect to Premier Auto Trust
1992-3. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1992-3 for the quarter ended June 30, 1992,
and incorporated herein by reference.
10-N Copy of Combined and Restated Revolving Credit Agreement, dated as
of July 29, 1992, among Chrysler Financial Corporation, as Borrower,
Chemical Bank, as Agent and Arranger, and Swiss Bank Corporation,
New York Branch, as Managing Co-Agent and Co-Arranger including as
Exhibit G thereto forms of the Trust Agreement and related security
documents executed and delivered concurrently therewith. Filed as
Exhibit 10-A to the Current Report on Form 8-K of Chrysler Financial
Corporation dated August 17, 1992 and filed August 19, 1992, and
incorporated herein by reference.
10-O Copy of Second Amended and Restated Commitment Transfer Agreement,
dated as of July 29, 1992, between Chrysler Financial Corporation,
as Borrower, and Chemical Bank, as Agent. Filed as Exhibit 10-B to
the Current Report on Form 8-K of Chrysler Financial Corporation,
dated August 17, 1992 and filed August 19, 1992 and incorporated
herein by reference.
10-P Copy of Amended and Restated Standby Receivables Purchase Agreement,
dated as of September 15, 1993, among Chrysler Financial
Corporation, Chrysler Credit Corporation, U.S. Auto Receivables
Company, American Auto Receivables Company, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent. Filed as Exhibit 10-YY to the Quarterly Report on Form 10-Q
of Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-Q Copy of Participation and Servicing Agreement, dated as of July 29,
1992, among American Auto Receivables Company, Chrysler Credit
Corporation, the Purchasers named therein, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent, with respect to the Standby Receivable Purchase Agreement.
Filed as Exhibit 10-D to the Current Report on Form 8-K of Chrysler
Financial Corporation dated August 17, 1992 and filed August 19,
1992, and incorporated herein by reference.
10-R Copy of Bank Supplement, dated as of July 29, 1992, to the Pooling
and Servicing Agreement, dated as of May 31, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee,
with respect to the Standby Receivables Purchase Agreement. Filed
as Exhibit 10-E to the Current Report on Form 8-K of Chrysler
Financial Corporation dated August 17, 1992 and filed on August 19,
1992, and incorporated herein by reference.
10-S Copy of Short Term Standby Receivables Purchase Agreement, dated as
of September 15, 1993, among Chrysler Financial Corporation,
Chrysler Credit Corporation, U.S. Auto Receivables Company, American
Auto Receivables Company, Chemical Bank, as Agent, and Chemical Bank
Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-BBB to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-T Copy of Participation and Servicing Agreement, dated as of September
15, 1993, among American Auto Receivables Company, Chrysler Credit
Corporation, the Purchasers named therein, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent. Filed as Exhibit 10-CCC to the Quarterly Report on Form 10-Q
of Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-U Copy of Short Term Bank Supplement, dated as of September 15, 1993,
to the Pooling and Servicing Agreement, dated as of May 31, 1991,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to Short Term Standby Receivables
Purchase Agreement. Filed as Exhibit 10-DDD to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-V Copy of Receivables Purchase Agreement, dated as of August 18, 1992,
between Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-2. Filed as Exhibit 10-OOOOO to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-W Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to Premier
Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-X Copy of a 4.55% Asset Backed Note with respect to Premier Auto Trust
1992-5. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1992-5 for the quarter ended September 30,
1992, and incorporated herein by reference.
10-Y Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-Z Copy of Series 1992-2 Supplement to the Pooling and Servicing
Agreement, dated as of October 1, 1992, among U.S. Auto Receivables
Company, as Seller, Chrysler Credit Corporation, as Servicer, and
Manufacturers and Traders Trust Company, as Trustee, with respect to
CARCO Auto Loan Master Trust, Series 1992-2. Filed as Exhibit 3 to
Form 8-A of Carco Auto Loan Master Trust on October 30, 1992, and
incorporated herein by reference.
10-AA Copy of Master Custodial and Servicing Agreement, dated as of
September 1, 1992 between Chrysler Credit Canada Ltd. and The Royal
Trust Company, as Custodian. Filed as Exhibit 10-TTTTT to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-BB Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust Company
of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-CC Copy of Loan Asset Purchase Agreement by and between NationsBank of
Texas, N.A. and Chrysler First Inc., and the Subsidiaries of
Chrysler First Inc. named therein, dated as of November 17, 1992,
with respect to the sale of certain loan assets of Chrysler First
Inc. and its subsidiaries. Filed as Exhibit 10-VVVVV to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-DD Copy of Business Asset Purchase Agreement by and among NationsBanc
Financial Services Corporation and the Purchasers named therein and
Chrysler First Inc. and the Sellers named therein, dated as of
November 17, 1992, with respect to the sale of certain business
assets of Chrysler First Inc. and its subsidiaries. Filed as
Exhibit 10-WWWWW to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration statement No. 33-51302)
on November 24, 1992, and incorporated herein by reference.
10-EE Copy of Securitization Closing Agreement, dated as of February 1,
1993, among Chrysler Financial Corporation, certain Sellers, certain
Purchasers, and certain Purchaser Parties. Filed as Exhibit 2-E to
the Current Report of Chrysler Financial Corporation on Form 8-K
dated February 1, 1993, and incorporated herein by reference.
10-FF Copy of First Amendment to Loan Asset Purchase Agreement, dated
December 30, 1992, among NationsBank of Texas, N.A. and Chrysler
Financial Corporation, for and on behalf of Chrysler First Inc. and
the Asset Sellers parties thereto. Filed as Exhibit 2-B to the
Current Report of Chrysler Financial Corporation on Form 8-K dated
February 1, 1993, and incorporated herein by reference.
10-GG Copy of First Amendment to Business Asset Purchase Agreement dated
as of January 29, 1993 among NationsBank Financial Services
Corporation, the other Purchasers parties thereto and the Sellers
parties thereto and Chrysler Financial Corporation. Filed as
Exhibit 2-D to the Current Report of Chrysler Financial Corporation
on Form 8-K dated February 1, 1993, and incorporated herein by
reference.
10-HH Copy of Asset Purchase Agreement, dated as of May 15, 1992, between
Chrysler Capital Public Finance Corporation and Koch Financial
Corporation. Filed as Exhibit 10-DDDDDD to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-II Copy of Asset Purchase Agreement, dated as of June 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation, Chrysler Asset Management
Corporation and Chrysler Credit Corporation. Filed as Exhibit
10-EEEEEE to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-JJ Copy of Purchase Agreement, dated as of August 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation and Chrysler Asset
Management Corporation. Filed as Exhibit 10-FFFFFF of the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-KK Copy of Asset Purchase Agreement, dated as of September 30, 1992,
between Chrysler Rail Transportation Corporation and United States
Rail Services, a division of United States Leasing International,
Inc. Filed as Exhibit 10-GGGGGG to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
10-LL Copy of Asset Purchase Agreement, dated as of December 18, 1992,
among Chrysler Rail Transportation Corporation, Greenbrier
Transportation Limited Partnership and Greenbrier Capital
Corporation. Filed as Exhibit 10-HHHHHH to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement, dated as of February 1, 1993,
among Chrysler Rail Transportation Corporation, Chrysler Capital
Transportation Services, Inc. and United States Rail Services, a
division of United States Leasing International, Inc. Filed as
Exhibit 10-IIIIII to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-NN Copy of Asset Purchase Agreement between Chrysler Leaserve, Inc. (a
subsidiary of General Electric Capital Auto Lease, Inc.), Chrysler
Financial Corporation and Chrysler Credit Corporation, dated as of
October 20, 1992, with respect to the sale of Gold Key Leases.
Filed as Exhibit 10-XXXXX to the Registration Statement on Form S-2
of Chrysler Financial Corporation (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-OO Copy of Servicing Agreement, dated as of October 20, 1992, between
Chrysler Leaserve, Inc. (a subsidiary of General Electric Capital
Auto Lease, Inc.) and Chrysler Credit Corporation, with respect to
the sale of Gold Key Leases. Filed as Exhibit 10-YYYYY to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-PP Copy of First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-M to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-QQ Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-N to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-RR Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-O to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-SS Copy of First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
Carco Auto Loan Master trust. Filed as Exhibit 4-P to the Quarterly
Report on Form 10-Q of Carco Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-TT Copy of Sale and Servicing Agreement, dated as of November 1, 1992,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1992-6, as
Purchaser, with respect to Premier Auto Trust 1992-6. Filed as
Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-UU Copy of Trust Agreement, dated as of November 1, 1992, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware as Owner Trustee, with respect to Premier
Auto Trust 1992-6. Filed as Exhibit 10-QQQQQQ to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-VV Copy of Sale and Servicing Agreement, dated as of January 1, 1993,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1993-1, as
Purchaser, with respect to Premier Auto Trust 1993-1. Filed as
Exhibit 10-RRRRRR to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-WW Copy of Trust Agreement, dated as of January 1, 1993, among ML Asset
Backed Corporation, Premier Auto Receivables Company and Chemical
Bank Delaware, as Owner Trustee, with respect to Premier Auto Trust
1993-1. Filed as Exhibit 10-SSSSSS to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
10-XX Copy of Receivables Purchase Agreement, dated as of November 25,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisitions Inc. with respect to
Canadian Auto Receivables Securitization 1992-3. Filed as Exhibit
10-TTTTTT to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-YY Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd., Auto 1 Limited
Partnership and Chrysler Financial Corporation, with respect to Auto
1 Trust. Filed as Exhibit 10-UUUUUU to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-ZZ Copy of Master Lease Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto 1 Limited
Partnership, with respect to Auto 1 Trust. Filed as Exhibit
10-VVVVVV to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-AAA Copy of Amended and Restated Trust Agreement, dated as of April 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-2. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-2 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-BBB Copy of Indenture, dated as of April 1, 1993, between Premier Auto
Trust 1993-2 and Bankers Trust Company, as Indenture Trustee, with
respect to Premier Auto Trust 1993-2. Filed as Exhibit 4.2 of the
Quarterly Report of Premier Auto Trust 1993-2 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-CCC Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-DDD Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee. Filed
as Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-3
on Form 10-Q for the quarter ended June 30, 1993, and incorporated
herein by reference.
10-EEE Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A
dated March 15, 1993, and incorporated herein by reference.
10-FFF Copy of Receivables Purchase Agreement, made as of April 7, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Association Assets Acquisition Inc., with respect to CARS
1993-1. Filed as Exhibit 10-OOOO to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-GGG Copy of Receivables Purchase Agreement, made as of June 29, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc., with respect to CARS 1993-2.
Filed as Exhibit 10-PPPP to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September 30,
1993, and incorporated herein by reference.
10-HHH Copy of Pooling and Servicing Agreement, dated as of August 1, 1993,
among Auto Receivables Corporation, Chrysler Credit Canada Ltd.,
Montreal Trust Company of Canada and Chrysler Financial Corporation,
with respect to CARCO 1993-1. Filed as Exhibit 10-QQQQ to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-III Copy of Standard Terms and Conditions of Agreement, dated as of
August 1, 1993, among Auto Receivables Corporation, Chrysler Credit
Canada Ltd. and Chrysler Financial Corporation, with respect to
CARCO 1993-1. Filed as Exhibit 10-RRRR to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-JJJ Copy of Purchase Agreement, dated as of August 1, 1993, between
Chrysler Credit Canada Ltd., and Auto Receivables Corporation, with
respect to CARCO 1993-1. Filed as Exhibit 10-SSSS to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-KKK Copy of Lease Receivables Purchase Agreement, dated as of December
23, 1992, among Chrysler Systems Leasing Inc., Chrysler Financial
Corporation and Sanwa Business Credit Corporation. Filed as Exhibit
10-TTTT to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-LLL Copy of Lease Receivables Purchase Agreement, dated September 3,
1993, among CXC Incorporated, Chrysler Systems Inc., and Chrysler
Financial Corporation. Filed as Exhibit 10-UUUU to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-MMM Copy of Lease Receivables Purchase Agreement, dated September 22,
1993, among the CIT Group/Equipment Financing, Inc., Chrysler
Systems Inc., and Chrysler Financial Corporation. Filed as Exhibit
10-VVVV to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-NNN Copy of Asset Purchase Agreement, dated as of July 31, 1993, between
Chrysler Rail Transportation Corporation and General Electric
Railcar Leasing Services Corporation. Filed as Exhibit 10-WWWW to
the Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein by
reference.
10-OOO Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-PPP Copy of Loan Agreement, dated as of March 31, 1993, between Manatee
Leasing, Inc. and Chrysler Credit Corporation. Filed as Exhibit
10-YYYY to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-QQQ Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital Auto
Lease, Inc., Chrysler Credit Corporation and Chrysler Financial
Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-RRR Copy of Amended and Restated Trust Agreement, dated as of September
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Trustee, with respect to
Premier Auto Trust 1993-5. Filed as Exhibit 4.1 to the Quarterly
Report of Premier Auto Trust 1993-5 on Form 10-Q for the quarter
ended September 30, 1993, and incorporated herein by reference.
10-SSS Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture Trustee,
with respect to Premier Auto Trust 1993-5. Filed as Exhibit 4.2 to
the Quarterly Report of Premier Auto Trust 1993-5 on From 10-Q for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-TTT Copy of Asset Purchase Agreement, dated as of October 29, 1993,
between Marine Asset Management Corporation and Trico Marine Assets,
Inc.. Filed as Exhibit 10-CCCCC to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-UUU Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied Railcar
Company. Filed as Exhibit 1O-OOOO to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1993, and incorporated herein by reference.
10-VVV Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Coloration for the year
ended December 31, 1993, and incorporated herein by reference.
10-WWW Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-XXX Copy of Amended and Restated Trust Agreement, dated as of November
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-6. Filed as Exhibit 4-A to the
Annual Report on Form 10-K of Premier Auto Trust 1993-6 for the year
ended December 31, 1993, and incorporated herein by reference.
10-YYY Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1994, and incorporated herein
by reference.
10-ZZZ Copy of Secured Loan Purchase Agreement, dated as of March 29, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler Financial
Corporation.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios of
Earnings to Fixed Charges and Preferred Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter of Consent.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- continued
Copies of instruments defining the rights of holders of long-term
debt of the registrant and its consolidated subsidiaries, other than
the instruments copies of which are filed with this report as
Exhibit 4-A, 4-B, 4-C, 4-D, 4-E, 4-F, 4-G, 4-H, 4-I, 4-J, 4-K, 4-L,
4-M, 4-N, 4-O, and 4-P thereto, have not been filed as exhibits to
this report since the amount of securities authorized under any one
of such instruments does not exceed 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis. The
registration agrees to furnish to the Commission a copy of each such
instrument upon request.
(b) The registrant filed the following reports on Form 8-K during the
quarter ended March 31, 1994.
Date of Report Date Filed Item Reported
-------------- ---------- -------------
January 18, 1994 January 18, 1994 5
Financial Statements Filed
Copy of the audited financial statements for Chrysler Financial
Corporation and subsidiaries for the year ended December 31, 1993,
and the related Independent Accountants' Report.
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chrysler Financial Corporation
------------------------------------
(Registrant)
Date: April 29, 1994 By: /s/ T. P. Dykstra
------------------------------------
T. P. Dykstra
Vice President & Controller
Principal Accounting Officer
CHRYSLER FINANCIAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.
- - -----------
3-A Copy of the Restated Articles of Incorporation of Chrysler Financial
Corporation as adopted and filed with the Corporation Division of
the Michigan Department of Treasury on October 1, 1971. Filed as
Exhibit 3-A to Registration No. 2-43097 of Chrysler Financial
Corporation, and incorporated herein by reference.
3-B Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 26, 1975, April 23, 1985 and
June 21, 1985, respectively. Filed as Exhibit 3-B to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1985, and incorporated herein by reference.
3-C Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on August 12, 1987 and August 14, 1987,
respectively. Filed as Exhibit 3 to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1987, and incorporated herein by reference.
3-D Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on December 11, 1987 and January 25, 1988,
respectively. Filed as Exhibit 3-D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1987, and incorporated herein by reference.
3-E Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on June 13, 1989 and June 23, 1989,
respectively. Filed as Exhibit 3-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
June 30, 1989, and incorporated herein by reference.
3-F Copies of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on September 13, 1989, January 31, 1990 and
March 8, 1990, respectively. Filed as Exhibit 3-E to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1989, and incorporated herein by reference.
3-G Copy of amendments to the Restated Articles of Incorporation of
Chrysler Financial Corporation filed with the Department of Commerce
of the State of Michigan on March 29, 1990 and May 10, 1990. Filed
as Exhibit 3-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended March 31, 1990, and
incorporated herein by reference.
3-H Copy of the By-Laws of Chrysler Financial Corporation as amended to
March 2, 1987. Filed as Exhibit 3-C to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
3-I Copy of the By-Laws of Chrysler Financial Corporation as amended to
August 1, 1990. Filed as Exhibit 3-I to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1990, and incorporated herein by reference.
3-J Copy of By-Laws of Chrysler Financial Corporation as amended to
January 1, 1992, and presently in effect. Filed as Exhibit 3-H to
the Annual Report of Chrysler Financial Corporation on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-A Copy of First Supplemental Indenture, dated as of June 1, 1986,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of June 1, 1985,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-B to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended September 30, 1986, and incorporated herein by
reference.
4-B Copy of Indenture, dated as of July 15, 1985, between Chrysler
Financial Corporation and Bankers Trust Company, Trustee, related to
Chrysler Financial Corporation Subordinated Debt Securities, J.
Henry Schroder Bank & Trust Company having subsequently succeeded
Banker's Trust Company as Trustee. Filed as Exhibit 4-C to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1985, and incorporated herein by
reference.
4-C Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-E to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-D Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and J. Henry Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-F to the Quarterly Report of
Chrysler Financial Corporation on Form 10-Q for the quarter ended
September 30, 1986, and incorporated herein by reference.
4-E Copy of Indenture, dated as of September 15, 1986, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-G to the Quarterly Report of Chrysler Financial
Corporation on Form 10-Q for the quarter ended September 30, 1986,
and incorporated herein by reference.
4-F Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-H to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended June 30, 1987, and incorporated herein by
reference.
4-G Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and IBJ Schroder Bank &
Trust Company, Trustee, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed as Exhibit 4-I to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-H Copy of Amended and Restated Indenture, dated as of September 15,
1986, between Chrysler Financial Corporation and Irving Trust
Company, Trustee, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed as Exhibit 4-J to the Quarterly
Report of Chrysler Financial Corporation on Form 10-Q for the
quarter ended June 30, 1987, and incorporated herein by reference.
4-I Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Manufacturers Hanover Trust Company,
Trustee, United States Trust Company of New York, as Successor
Trustee, related to Chrysler Financial Corporation Senior Debt
Securities. Filed as Exhibit 4-A to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-J Copy of First Supplemental Indenture, dated as of March 1, 1988,
between Chrysler Financial Corporation and Manufacturers Hanover
Trust Company, Trustee, United States Trust Company of New York, as
Successor Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Senior Debt Securities. Filed as Exhibit 4-L to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1987, and incorporated herein by reference.
4-K Copy of Second Supplemental Indenture, dated as of September 7,
1990, between Chrysler Financial Corporation and Manufacturers
Hanover Trust Company, Trustee, United States Trust Company of New
York, as Successor Trustee, to the Indenture, dated as of February
15, 1988, between such parties, related to Chrysler Financial
Corporation Senior Debt Securities. Filed as Exhibit 4-M to the
Quarterly Report of Chrysler Financial Corporation on Form 10-Q for
the quarter ended September 30, 1990, and incorporated herein by
reference.
4-L Copy of Third Supplemental Indenture, dated as of May 4, 1992,
between Chrysler Financial Corporation and United States Trust
Company of New York, as Successor Trustee, to the Indenture, dated
as of February 15, 1988 between such parties, relating to Chrysler
Financial Corporation Senior Debt Securities. Filed as Exhibit 4-N
to the Quarterly Report of Chrysler Financial Corporation on Form
10-Q for the quarter ended June 30, 1992, and incorporated herein by
reference.
4-M Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and IBJ Schroder Bank & Trust Company,
Trustee, related to Chrysler Financial Corporation Subordinated Debt
Securities. Filed as Exhibit 4-B to Registration No. 33-23479 of
Chrysler Financial Corporation, and incorporated herein by
reference.
4-N Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and IBJ Schroder Bank & Trust
Company, Trustee, to the Indenture, dated as of February 15, 1988,
between such parties, related to Chrysler Financial Corporation
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-N to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
4-O Copy of Indenture, dated as of February 15, 1988, between Chrysler
Financial Corporation and Irving Trust Company, Trustee, related to
Chrysler Financial Corporation Junior Subordinated Debt Securities.
Filed as Exhibit 4-C to Registration No. 33-23479 of Chrysler
Financial Corporation, and incorporated herein by reference.
4-P Copy of First Supplemental Indenture, dated as of September 1, 1989,
between Chrysler Financial Corporation and Irving Trust Company,
Trustee, to the Indenture, dated as of February 15, 1988, between
such parties, related to Chrysler Financial Corporation Junior
Subordinated Debt Securities. Filed on September 13, 1989 as
Exhibit 4-O to the Current Report of Chrysler Financial Corporation
on Form 8-K dated September 1, 1989, and incorporated herein by
reference.
10-A Copy of Income Maintenance Agreement, made December 20, 1968, among
Chrysler Financial Corporation, Chrysler Corporation and Chrysler
Motors Corporation. Filed as Exhibit 13-D to Registration Statement
No. 2-32037 of Chrysler Financial Corporation, and incorporated
herein by reference.
10-B Copy of Agreement, made April 19, 1971, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
amending the Income Maintenance Agreement among such parties. Filed
as Exhibit 13-B to Registration Statement No. 2-40110 of Chrysler
Financial Corporation and Chrysler Corporation, and incorporated
herein by reference.
10-C Copy of Agreement, made May 29, 1973, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit 5-C to Registration Statement No. 2-49615
of Chrysler Financial Corporation, and incorporated herein by
reference.
10-D Copy of Agreement, made as of July 1, 1975, among Chrysler Financial
Corporation, Chrysler Corporation and Chrysler Motors Corporation,
further amending the Income Maintenance Agreement among such
parties. Filed as Exhibit D to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1975, and incorporated herein by reference.
10-E Copy of Agreement, made June 4, 1976, between Chrysler Financial
Corporation and Chrysler Corporation further amending the Income
Maintenance Agreement between such parties. Filed as Exhibit 5-H to
Registration Statement No. 2-56398 of Chrysler Financial
Corporation, and incorporated herein by reference.
10-F Copy of Agreement, made March 27, 1986, between Chrysler Financial
Corporation, Chrysler Holding Corporation (now known as Chrysler
Corporation) and Chrysler Corporation (now known as Chrysler Motors
Corporation) further amending the Income Maintenance Agreement among
such parties. Filed as Exhibit 10-F to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1986, and incorporated herein by reference.
10-G Copy of Amended and Restated Revolving Term Credit Facility, dated
as of January 17, 1993, among Chrysler Credit Canada Ltd., as the
Borrower, Chrysler Financial Corporation, as the Guarantor, the
several financial institutions parties thereto and Royal Bank of
Canada, as Agent Bank. Filed as Exhibit 10-G to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-H Copy of Standby Receivables Purchase Agreement, dated as of January
17, 1993, among Chrysler Credit Canada, Ltd., Chrysler Financial
Corporation, Royal Bank of Canada and the several other financial
institutions parties thereto. Filed as Exhibit 10-H to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-I Copy of Retail Purchase and Servicing Agreement dated as of January
17, 1993 among Royal Bank of Canada, Chrysler Credit Canada Ltd.,
Chrysler Financial Corporation and the several other financial
institutions parties thereto. Filed as Exhibit 10-I to the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-J Copy of Bank Series Supplement, dated as of January 17, 1993, among
Chrysler Credit Canada Ltd., Royal Bank of Canada, the several bank
parties thereto and The Royal Trust Company, to the Master Custodial
and Servicing Agreement, dated as of September 1, 1992. Filed as
Exhibit 10-J to the Annual Report of Chrysler Financial Corporation
on Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-K Copy of Series C Supplement, dated as of May 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee,
with respect to CARCO Auto Loan Master Trust. Filed as Exhibit 4-J
to the Quarterly Report on Form 10-Q of CARCO Auto Loan Master Trust
for the quarter ended June 30, 1992, and incorporated herein by
reference.
10-L Copy of Indenture, dated as of May 1, 1992, between Premier Auto
Trust 1992-3 and Bankers Trust Company with respect to Premier Auto
Trust 1992-3. Filed as Exhibit 4-N to the Quarterly Report on Form
10-Q of Premier Auto Trust 1992-3 for the quarter ended June 30,
1992, and incorporated herein by reference.
10-M Copy of a 5.90% Asset Backed Note with respect to Premier Auto Trust
1992-3. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1992-3 for the quarter ended June 30, 1992,
and incorporated herein by reference.
10-N Copy of Combined and Restated Revolving Credit Agreement, dated as
of July 29, 1992, among Chrysler Financial Corporation, as Borrower,
Chemical Bank, as Agent and Arranger, and Swiss Bank Corporation,
New York Branch, as Managing Co-Agent and Co-Arranger including as
Exhibit G thereto forms of the Trust Agreement and related security
documents executed and delivered concurrently therewith. Filed as
Exhibit 10-A to the Current Report on Form 8-K of Chrysler Financial
Corporation dated August 17, 1992 and filed August 19, 1992, and
incorporated herein by reference.
10-O Copy of Second Amended and Restated Commitment Transfer Agreement,
dated as of July 29, 1992, between Chrysler Financial Corporation,
as Borrower, and Chemical Bank, as Agent. Filed as Exhibit 10-B to
the Current Report on Form 8-K of Chrysler Financial Corporation,
dated August 17, 1992 and filed August 19, 1992 and incorporated
herein by reference.
10-P Copy of Amended and Restated Standby Receivables Purchase Agreement,
dated as of September 15, 1993, among Chrysler Financial
Corporation, Chrysler Credit Corporation, U.S. Auto Receivables
Company, American Auto Receivables Company, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent. Filed as Exhibit 10-YY to the Quarterly Report on Form 10-Q
of Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-Q Copy of Participation and Servicing Agreement, dated as of July 29,
1992, among American Auto Receivables Company, Chrysler Credit
Corporation, the Purchasers named therein, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent, with respect to the Standby Receivable Purchase Agreement.
Filed as Exhibit 10-D to the Current Report on Form 8-K of Chrysler
Financial Corporation dated August 17, 1992 and filed August 19,
1992, and incorporated herein by reference.
10-R Copy of Bank Supplement, dated as of July 29, 1992, to the Pooling
and Servicing Agreement, dated as of May 31, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation, as
Servicer, and Manufacturers and Traders Trust Company, as Trustee,
with respect to the Standby Receivables Purchase Agreement. Filed
as Exhibit 10-E to the Current Report on Form 8-K of Chrysler
Financial Corporation dated August 17, 1992 and filed on August 19,
1992, and incorporated herein by reference.
10-S Copy of Short Term Standby Receivables Purchase Agreement, dated as
of September 15, 1993, among Chrysler Financial Corporation,
Chrysler Credit Corporation, U.S. Auto Receivables Company, American
Auto Receivables Company, Chemical Bank, as Agent, and Chemical Bank
Agency Services Corporation, as Administrative Agent. Filed as
Exhibit 10-BBB to the Quarterly Report on Form 10-Q of Chrysler
Financial Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-T Copy of Participation and Servicing Agreement, dated as of September
15, 1993, among American Auto Receivables Company, Chrysler Credit
Corporation, the Purchasers named therein, Chemical Bank, as Agent,
and Chemical Bank Agency Services Corporation, as Administrative
Agent. Filed as Exhibit 10-CCC to the Quarterly Report on Form 10-Q
of Chrysler Financial Corporation for the quarter ended September
30, 1993, and incorporated herein by reference.
10-U Copy of Short Term Bank Supplement, dated as of September 15, 1993,
to the Pooling and Servicing Agreement, dated as of May 31, 1991,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to Short Term Standby Receivables
Purchase Agreement. Filed as Exhibit 10-DDD to the Quarterly Report
on Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-V Copy of Receivables Purchase Agreement, dated as of August 18, 1992,
between Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc. with respect to Canadian Auto
Receivables Securitization 1992-2. Filed as Exhibit 10-OOOOO to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-W Copy of Indenture, dated as of September 1, 1992, between Premier
Auto Trust 1992-5 and Bankers Trust Company with respect to Premier
Auto Trust 1992-5. Filed as Exhibit 4-A to the Quarterly Report on
Form 10-Q of Premier Auto Trust 1992-5 for the quarter ended
September 30, 1992, and incorporated herein by reference.
10-X Copy of a 4.55% Asset Backed Note with respect to Premier Auto Trust
1992-5. Filed as Exhibit 4-B to the Quarterly Report on Form 10-Q
of Premier Auto Trust 1992-5 for the quarter ended September 30,
1992, and incorporated herein by reference.
10-Y Copy of Trust Agreement, dated as of September 1, 1992, between
Premier Auto Receivables Company and Manufacturers Hanover Bank
(Delaware) with respect to Premier Auto Trust 1992-5. Filed as
Exhibit 4-C to the Quarterly Report on Form 10-Q of Premier Auto
Trust 1992-5 for the quarter ended September 30, 1992, and
incorporated herein by reference.
10-Z Copy of Series 1992-2 Supplement to the Pooling and Servicing
Agreement, dated as of October 1, 1992, among U.S. Auto Receivables
Company, as Seller, Chrysler Credit Corporation, as Servicer, and
Manufacturers and Traders Trust Company, as Trustee, with respect to
CARCO Auto Loan Master Trust, Series 1992-2. Filed as Exhibit 3 to
Form 8-A of Carco Auto Loan Master Trust on October 30, 1992, and
incorporated herein by reference.
10-AA Copy of Master Custodial and Servicing Agreement, dated as of
September 1, 1992 between Chrysler Credit Canada Ltd. and The Royal
Trust Company, as Custodian. Filed as Exhibit 10-TTTTT to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-BB Copy of Trust Indenture, dated as of September 1, 1992, among
Canadian Dealer Receivables Corporation and Montreal Trust Company
of Canada, as Trustee. Filed as Exhibit 10-UUUUU to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-CC Copy of Loan Asset Purchase Agreement by and between NationsBank of
Texas, N.A. and Chrysler First Inc., and the Subsidiaries of
Chrysler First Inc. named therein, dated as of November 17, 1992,
with respect to the sale of certain loan assets of Chrysler First
Inc. and its subsidiaries. Filed as Exhibit 10-VVVVV to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-DD Copy of Business Asset Purchase Agreement by and among NationsBanc
Financial Services Corporation and the Purchasers named therein and
Chrysler First Inc. and the Sellers named therein, dated as of
November 17, 1992, with respect to the sale of certain business
assets of Chrysler First Inc. and its subsidiaries. Filed as
Exhibit 10-WWWWW to the Registration Statement on Form S-2 of
Chrysler Financial Corporation (Registration statement No. 33-51302)
on November 24, 1992, and incorporated herein by reference.
10-EE Copy of Securitization Closing Agreement, dated as of February 1,
1993, among Chrysler Financial Corporation, certain Sellers, certain
Purchasers, and certain Purchaser Parties. Filed as Exhibit 2-E to
the Current Report of Chrysler Financial Corporation on Form 8-K
dated February 1, 1993, and incorporated herein by reference.
10-FF Copy of First Amendment to Loan Asset Purchase Agreement, dated
December 30, 1992, among NationsBank of Texas, N.A. and Chrysler
Financial Corporation, for and on behalf of Chrysler First Inc. and
the Asset Sellers parties thereto. Filed as Exhibit 2-B to the
Current Report of Chrysler Financial Corporation on Form 8-K dated
February 1, 1993, and incorporated herein by reference.
10-GG Copy of First Amendment to Business Asset Purchase Agreement dated
as of January 29, 1993 among NationsBank Financial Services
Corporation, the other Purchasers parties thereto and the Sellers
parties thereto and Chrysler Financial Corporation. Filed as
Exhibit 2-D to the Current Report of Chrysler Financial Corporation
on Form 8-K dated February 1, 1993, and incorporated herein by
reference.
10-HH Copy of Asset Purchase Agreement, dated as of May 15, 1992, between
Chrysler Capital Public Finance Corporation and Koch Financial
Corporation. Filed as Exhibit 10-DDDDDD to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-II Copy of Asset Purchase Agreement, dated as of June 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation, Chrysler Asset Management
Corporation and Chrysler Credit Corporation. Filed as Exhibit
10-EEEEEE to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-JJ Copy of Purchase Agreement, dated as of August 1, 1992, among
General Electric Capital Corporation, Chrysler Financial
Corporation, Chrysler Capital Corporation and Chrysler Asset
Management Corporation. Filed as Exhibit 10-FFFFFF of the Annual
Report of Chrysler Financial Corporation on Form 10-K for the year
ended December 31, 1992, and incorporated herein by reference.
10-KK Copy of Asset Purchase Agreement, dated as of September 30, 1992,
between Chrysler Rail Transportation Corporation and United States
Rail Services, a division of United States Leasing International,
Inc. Filed as Exhibit 10-GGGGGG to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
10-LL Copy of Asset Purchase Agreement, dated as of December 18, 1992,
among Chrysler Rail Transportation Corporation, Greenbrier
Transportation Limited Partnership and Greenbrier Capital
Corporation. Filed as Exhibit 10-HHHHHH to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-MM Copy of Asset Purchase Agreement, dated as of February 1, 1993,
among Chrysler Rail Transportation Corporation, Chrysler Capital
Transportation Services, Inc. and United States Rail Services, a
division of United States Leasing International, Inc. Filed as
Exhibit 10-IIIIII to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-NN Copy of Asset Purchase Agreement between Chrysler Leaserve, Inc. (a
subsidiary of General Electric Capital Auto Lease, Inc.), Chrysler
Financial Corporation and Chrysler Credit Corporation, dated as of
October 20, 1992, with respect to the sale of Gold Key Leases.
Filed as Exhibit 10-XXXXX to the Registration Statement on Form S-2
of Chrysler Financial Corporation (Registration Statement No.
33-51302) on November 24, 1992, and incorporated herein by
reference.
10-OO Copy of Servicing Agreement, dated as of October 20, 1992, between
Chrysler Leaserve, Inc. (a subsidiary of General Electric Capital
Auto Lease, Inc.) and Chrysler Credit Corporation, with respect to
the sale of Gold Key Leases. Filed as Exhibit 10-YYYYY to the
Registration Statement on Form S-2 of Chrysler Financial Corporation
(Registration Statement No. 33-51302) on November 24, 1992, and
incorporated herein by reference.
10-PP Copy of First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-M to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-QQ Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-N to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-RR Copy of Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
CARCO Auto Loan Master Trust. Filed as Exhibit 4-O to the Quarterly
Report on Form 10-Q of CARCO Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-SS Copy of First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6, 1992,
among the Seller, the Servicer and the Trustee, with respect to
Carco Auto Loan Master trust. Filed as Exhibit 4-P to the Quarterly
Report on Form 10-Q of Carco Auto Loan Master Trust for the quarter
ended September 30, 1992, and incorporated herein by reference.
10-TT Copy of Sale and Servicing Agreement, dated as of November 1, 1992,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1992-6, as
Purchaser, with respect to Premier Auto Trust 1992-6. Filed as
Exhibit 10-PPPPPP to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-UU Copy of Trust Agreement, dated as of November 1, 1992, among ML
Asset Backed Corporation, Premier Auto Receivables Company and
Chemical Bank Delaware as Owner Trustee, with respect to Premier
Auto Trust 1992-6. Filed as Exhibit 10-QQQQQQ to the Annual Report
of Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-VV Copy of Sale and Servicing Agreement, dated as of January 1, 1993,
among Premier Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Premier Auto Trust 1993-1, as
Purchaser, with respect to Premier Auto Trust 1993-1. Filed as
Exhibit 10-RRRRRR to the Annual Report of Chrysler Financial
Corporation on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference.
10-WW Copy of Trust Agreement, dated as of January 1, 1993, among ML Asset
Backed Corporation, Premier Auto Receivables Company and Chemical
Bank Delaware, as Owner Trustee, with respect to Premier Auto Trust
1993-1. Filed as Exhibit 10-SSSSSS to the Annual Report of Chrysler
Financial Corporation on Form 10-K for the year ended December 31,
1992, and incorporated herein by reference.
10-XX Copy of Receivables Purchase Agreement, dated as of November 25,
1992, between Chrysler Credit Canada Ltd., Chrysler Financial
Corporation and Associated Assets Acquisitions Inc. with respect to
Canadian Auto Receivables Securitization 1992-3. Filed as Exhibit
10-TTTTTT to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-YY Copy of Purchase Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd., Auto 1 Limited
Partnership and Chrysler Financial Corporation, with respect to Auto
1 Trust. Filed as Exhibit 10-UUUUUU to the Annual Report of
Chrysler Financial Corporation on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
10-ZZ Copy of Master Lease Agreement, dated as of January 25, 1993, among
Chrysler Credit Canada Ltd., Chrysler Canada Ltd. and Auto 1 Limited
Partnership, with respect to Auto 1 Trust. Filed as Exhibit
10-VVVVVV to the Annual Report of Chrysler Financial Corporation on
Form 10-K for the year ended December 31, 1992, and incorporated
herein by reference.
10-AAA Copy of Amended and Restated Trust Agreement, dated as of April 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-2. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-2 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-BBB Copy of Indenture, dated as of April 1, 1993, between Premier Auto
Trust 1993-2 and Bankers Trust Company, as Indenture Trustee, with
respect to Premier Auto Trust 1993-2. Filed as Exhibit 4.2 of the
Quarterly Report of Premier Auto Trust 1993-2 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-CCC Copy of Amended and Restated Trust Agreement, dated as of June 1,
1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-3. Filed as Exhibit 4.1 to the
Quarterly Report of Premier Auto Trust 1993-3 on Form 10-Q for the
quarter ended June 30, 1993, and incorporated herein by reference.
10-DDD Copy of Indenture, dated as of June 1, 1993, between Premier Auto
Trust 1993-3 and Bankers Trust Company, as Indenture Trustee. Filed
as Exhibit 4.2 to the Quarterly Report of Premier Auto Trust 1993-3
on Form 10-Q for the quarter ended June 30, 1993, and incorporated
herein by reference.
10-EEE Copy of Series 1993-1 Supplement, dated as of February 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A
dated March 15, 1993, and incorporated herein by reference.
10-FFF Copy of Receivables Purchase Agreement, made as of April 7, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Association Assets Acquisition Inc., with respect to CARS
1993-1. Filed as Exhibit 10-OOOO to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-GGG Copy of Receivables Purchase Agreement, made as of June 29, 1993,
among Chrysler Credit Canada Ltd., Chrysler Financial Corporation
and Associated Assets Acquisition Inc., with respect to CARS 1993-2.
Filed as Exhibit 10-PPPP to the Quarterly Report on Form 10-Q of
Chrysler Financial Corporation for the quarter ended September 30,
1993, and incorporated herein by reference.
10-HHH Copy of Pooling and Servicing Agreement, dated as of August 1, 1993,
among Auto Receivables Corporation, Chrysler Credit Canada Ltd.,
Montreal Trust Company of Canada and Chrysler Financial Corporation,
with respect to CARCO 1993-1. Filed as Exhibit 10-QQQQ to the
Quarterly Report on Form 10-Q of Chrysler Financial Corporation for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-III Copy of Standard Terms and Conditions of Agreement, dated as of
August 1, 1993, among Auto Receivables Corporation, Chrysler Credit
Canada Ltd. and Chrysler Financial Corporation, with respect to
CARCO 1993-1. Filed as Exhibit 10-RRRR to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-JJJ Copy of Purchase Agreement, dated as of August 1, 1993, between
Chrysler Credit Canada Ltd., and Auto Receivables Corporation, with
respect to CARCO 1993-1. Filed as Exhibit 10-SSSS to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-KKK Copy of Lease Receivables Purchase Agreement, dated as of December
23, 1992, among Chrysler Systems Leasing Inc., Chrysler Financial
Corporation and Sanwa Business Credit Corporation. Filed as Exhibit
10-TTTT to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-LLL Copy of Lease Receivables Purchase Agreement, dated September 3,
1993, among CXC Incorporated, Chrysler Systems Inc., and Chrysler
Financial Corporation. Filed as Exhibit 10-UUUU to the Quarterly
Report on Form 10-Q of Chrysler Financial Corporation for the
quarter ended September 30, 1993, and incorporated herein by
reference.
10-MMM Copy of Lease Receivables Purchase Agreement, dated September 22,
1993, among the CIT Group/Equipment Financing, Inc., Chrysler
Systems Inc., and Chrysler Financial Corporation. Filed as Exhibit
10-VVVV to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-NNN Copy of Asset Purchase Agreement, dated as of July 31, 1993, between
Chrysler Rail Transportation Corporation and General Electric
Railcar Leasing Services Corporation. Filed as Exhibit 10-WWWW to
the Quarterly Report on Form 10-Q of Chrysler Financial Corporation
for the quarter ended September 30, 1993, and incorporated herein by
reference.
10-OOO Copy of Amended and Restated Loan Agreement, dated as of June 1,
1993, between Chrysler Realty Corporation and Chrysler Credit
Corporation. Filed as Exhibit 10-XXXX to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-PPP Copy of Loan Agreement, dated as of March 31, 1993, between Manatee
Leasing, Inc. and Chrysler Credit Corporation. Filed as Exhibit
10-YYYY to the Quarterly Report on Form 10-Q of Chrysler Financial
Corporation for the quarter ended September 30, 1993, and
incorporated herein by reference.
10-QQQ Copy of Origination and Servicing Agreement, dated as of June 4,
1993, among Chrysler Leaserve, Inc., General Electric Capital Auto
Lease, Inc., Chrysler Credit Corporation and Chrysler Financial
Corporation. Filed as Exhibit 10-ZZZZ to the Quarterly Report on
Form 10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-RRR Copy of Amended and Restated Trust Agreement, dated as of September
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Trustee, with respect to
Premier Auto Trust 1993-5. Filed as Exhibit 4.1 to the Quarterly
Report of Premier Auto Trust 1993-5 on Form 10-Q for the quarter
ended September 30, 1993, and incorporated herein by reference.
10-SSS Copy of Indenture, dated as of September 1, 1993, between Premier
Auto Trust 1993-5 and Bankers Trust Company, as Indenture Trustee,
with respect to Premier Auto Trust 1993-5. Filed as Exhibit 4.2 to
the Quarterly Report of Premier Auto Trust 1993-5 on From 10-Q for
the quarter ended September 30, 1993, and incorporated herein by
reference.
10-TTT Copy of Asset Purchase Agreement, dated as of October 29, 1993,
between Marine Asset Management Corporation and Trico Marine Assets,
Inc.. Filed as Exhibit 10-CCCCC to the Quarterly Report on Form
10-Q of Chrysler Financial Corporation for the quarter ended
September 30, 1993, and incorporated herein by reference.
10-UUU Copy of Asset Purchase Agreement, dated as of December 3, 1993,
between Chrysler Rail Transportation Corporation and Allied Railcar
Company. Filed as Exhibit 1O-OOOO to the Annual Report on Form 10-K
of Chrysler Financial Corporation for the year ended December 31,
1993, and incorporated herein by reference.
10-VVV Copy of Secured Loan Purchase Agreement, dated as of December 15,
1993, among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler
Financial Corporation. Filed as Exhibit 10-PPPP to the Annual
Report on Form 10-K of Chrysler Financial Coloration for the year
ended December 31, 1993, and incorporated herein by reference.
10-WWW Copy of Series 1993-2 Supplement, dated as of November 1, 1993,
among U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders trust
Company, as Trustee, with respect to CARCO Auto Loan Master Trust.
Filed as Exhibit 3 to the Registration Statement on Form 8-A of
CARCO Auto Loan Master Trust dated December 6, 1993, and
incorporated herein by reference.
10-XXX Copy of Amended and Restated Trust Agreement, dated as of November
1, 1993, among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee, with
respect to Premier Auto Trust 1993-6. Filed as Exhibit 4-A to the
Annual Report on Form 10-K of Premier Auto Trust 1993-6 for the year
ended December 31, 1993, and incorporated herein by reference.
10-YYY Copy of Indenture, dated as of November 1, 1993, between Premier
Auto Trust 1993-6 and The Fuji Bank and Trust Company, as Indenture
Trustee, with respect to Premier Auto trust 1993-6. Filed as
Exhibit 4-B to the Annual Report on Form 10-K of Premier Auto Trust
1993-6 for the year ended December 31, 1994, and incorporated herein
by reference.
10-ZZZ Copy of Secured Loan Purchase Agreement, dated as of March 29, 1994,
among Chrysler Credit Canada Ltd., Leaf Trust and Chrysler Financial
Corporation.
12-A Chrysler Financial Corporation and Subsidiaries Computations of
Ratios of Earnings to Fixed Charges.
12-B Chrysler Corporation Enterprise as a Whole Computations of Ratios of
Earnings to Fixed Charges and Preferred Stock Dividend Requirements.
15-A Letter regarding unaudited interim financial information.
15-B Independent Accountants' Letter of Consent.