CONFORMED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 to Form 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1995 ---------------------- 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 - --------- CARCO AUTO LOAN MASTER TRUST - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) State of New York Not Applicable - ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 27777 Franklin Road, Southfield, Michigan 48034 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (810) 948-3060 --------------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Series 1991-3, 7 7/8% Auto Loan Asset Backed Certificates Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2, Class A-1 Money Market Extendible Certificates, Series 1993-2 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2, Class A-2 Medium Term Certificates, Series 1993-2 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 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 _______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] PART I. ITEM 1. BUSINESS The Trust was formed pursuant to the Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO"), to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, Chrysler Credit Corporation, as Servicer ("CCC"), and Manufacturers and Traders Trust Company, a New York banking corporation, as Trustee. The assets of the Trust include wholesale receivables (the "Receivables") generated from time to time in a portfolio of revolving financing arrangements (the "Accounts") with automobile dealers to finance their automobile and light duty truck inventory. More specifically, the assets of the Trust include (a) certain Receivables existing under the accounts at the close of business on May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables generated under the Accounts from time to time thereafter during the term of the Trust as well as certain Receivables generated under any Accounts added to the Trust from time to time (but excluding Receivables generated in any Accounts removed from the Trust from time to time after the Initial Cut-Off Date), (b) all funds collected or to be collected in respect of such Receivables, (c) all funds on deposit in certain accounts of the Trust, (d) any Enhancement issued with respect to a series of certificates issued by the Trust (each such series, a "Series") and (e) a security interest in certain motor vehicles (the "Vehicles") and certain parts inventory, equipment, fixtures, service accounts and, in some cases, realty and/or a personal guarantee (collectively, the "Collateral Security") securing the Receivables. The term "Enhancement" shall mean, with respect to any Series, any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate swap agreement or other similar arrangement for the benefit of Certificateholders of such Series. USA entered into a Receivables Purchase Agreement, dated as of the date of the Pooling and Servicing Agreement, between USA, as purchaser, and CCC, as seller (the "Receivables Purchase Agreement"). Pursuant to the Receivables Purchase Agreement, CCC has (a) sold to USA all of its right, title and interest in and to all Receivables meeting certain eligibility criteria contained in the Receivables Purchase Agreement and the Pooling and Servicing Agreement ("Eligible Receivables") and (b) assigned its interests in the Vehicles and the Collateral Security to USA. USA in turn transferred such Receivables and Collateral Security to the Trust pursuant to the Pooling and Servicing Agreement. USA has also assigned to the Trust its rights with respect to the Receivables under the Receivables Purchase Agreement. All new Receivables arising under the Accounts prior to January 1, 1996, were sold by CCC to USA and transferred by USA to the Trust. All new Receivables arising under the Accounts on or after January 1, 1996, during the term of the Trust will be sold by Chrysler Financial Corporation ("CFC") to USA and transferred by USA to the Trust. Accordingly, the aggregate amount of Receivables in the Trust will fluctuate from day to day as new Receivables are generated and as existing Receivables are collected, charged off as uncollectible or otherwise adjusted. CARCO and USA are wholly-owned subsidiaries of CFC. On December 31, 1995, CCC, a wholly owned subsidiary of CFC, merged with and into CFC. CCC serviced the Receivables prior to January 1, 1996. CFC now services the Receivables. The Trust has no employees. ITEM 2. PROPERTIES There is nothing to report with regard to this item. 2 ITEM 3. LEGAL PROCEEDINGS There is nothing to report with regard to this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There is nothing to report with regard to this item. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is nothing to report with regard to this item. ITEM 6. SELECTED FINANCIAL DATA The selected financial data has been omitted since the required information is included in the financial statements or the notes thereto. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following Certificates were issued by the Trust evidencing undivided interests in certain assets of the Trust: Issue Date Series Description Maturity Date Principal Amount - ------------- ------------------- June 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 December 1994 $400 million August 1991 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2 August 1993 $250 million August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 Outstanding $750 million October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 October 1994 $500 million December 1991 Money Market Auto Loan Asset Backed Certificates, Series A March 1992 $300 million March 1992 Money Market Auto Loan Asset Backed Certificates, Series B June 1992 $350 million May 1992 Money Market Auto Loan Asset Backed Certificates, Series C August 1992 $150 million 3 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Issue Date Series Description Maturity Date Principal Amount - ------------- ------------------- July 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 August 1994 $400 million October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 Outstanding $400 million February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 Outstanding $250 million November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2 Outstanding $500 million October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 Outstanding $500 million December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 Outstanding $500 million December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 Outstanding $350 million January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 Outstanding $600 million March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 Outstanding $600 million May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 Outstanding $500 million May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 Outstanding $500 million May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A Outstanding $500 million December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 Outstanding $250 million Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior to January 1, 1996. On December 31, 1995 CCC merged with and into Chrysler Financial Corporation ("CFC"). CFC will now service the Receivables for a fee. The Trust has no employees. 4 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CARCO AUTO LOAN MASTER TRUST STATEMENTS OF ASSETS, LIABILITIES AND EQUITY (in millions of dollars) December 31, ------------------- 1995 1994 ---- ---- ASSETS Cash and Cash Equivalents (Note 2) $ 136.4 $ 63.5 Receivables (Note 4) 7,858.6 5,424.1 -------- -------- TOTAL ASSETS $7,995.0 $5,487.6 ======== ======== LIABILITIES AND EQUITY Amounts Held for Future Distribution (Note 2) $ 136.4 $ 63.5 Asset Backed Certificates (Notes 3 and 4) 7,858.6 5,424.1 -------- -------- TOTAL LIABILITIES AND EQUITY $7,995.0 $5,487.6 ======== ======== <FN> See Notes to Financial Statements. 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS (in millions of dollars) Year Ended December 31, ------------------------------- 1995 1994 1993 ---- ---- ---- CASH RECEIPTS Collections of Interest $ 631.9 $ 306.6 $ 272.0 Deposits to Subordinated Accounts 22.1 3.0 121.6 Proceeds from Sales of Investor Certificates 2,950.0 1,350.0 750.0 Collections of Principal -- 1,300.0 250.0 -------- -------- -------- TOTAL CASH RECEIPTS 3,604.0 2,959.6 1,393.6 -------- -------- -------- CASH DISBURSEMENTS Purchases of Certificates held by USA 2,950.0 1,350.0 750.0 Distributions of Interest 533.6 275.6 249.1 Distributions of Principal -- 1,300.0 250.0 Distributions of Amounts from Subordinated Accounts -- 8.6 116.0 Distributions of Service Fees 47.5 29.0 27.4 -------- -------- -------- TOTAL CASH DISBURSEMENTS 3,531.1 2,963.2 1,392.5 -------- -------- -------- CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS (CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS) 72.9 (3.6) 1.1 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 63.5 67.1 66.0 -------- -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 136.4 $ 63.5 $ 67.1 ======== ======== ======== <FN> See Notes to Financial Statements. 6 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES Basis of Accounting The financial statements of CARCO Auto Loan Master Trust (the "Trust") are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles. Derivative Financial Instruments The Trust used derivative financial instruments to manage its exposure arising from declines in interest rates. The derivative financial instruments used have been limited to interest rate swap agreements. The Trust does not use derivative financial instruments for trading purposes. Interest differentials resulting from interest rate swap agreements are recorded on a cash basis as an adjustment to interest collections. NOTE 2 - CASH AND CASH EQUIVALENTS Short-term instruments with a maturity of less than 30 days when purchased are considered to be cash equivalents. Prior to January 1, 1996, Chrysler Credit Corporation ("CCC") was required to remit collections within two business days of receipt to one or more accounts in the name of the Trustee. On a daily basis, all funds so deposited were invested in short-term instruments pending distribution. On December 31, 1995, CCC merged with and into Chrysler Financial Corporation ("CFC"). CFC now remits collections to the Trust. NOTE 3 - RELATED PARTIES U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC. 7 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST NOTES TO FINANCIAL STATEMENTS NOTE 4 - SALES OF CERTIFICATES The following Certificates were issued by the Trust evidencing undivided interests in certain assets of the Trust: Issue Principal Amount Date Series Description (in millions) - ----- ------------------ ---------------- 6/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 $400 (1) 8/91 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2 $250 (1) 8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750 10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500 (1) 12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300 (1) 3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350 (1) 5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150 (1) 7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400 (1) 10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400 2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250 11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2 Class A-1 Money Market Extendible Certificates $400 Class A-2 Medium Term Certificates $100 10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500 12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500 12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350 1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600 3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600 5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500 5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500 5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500 12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250 <FN> Receivables in excess of total investors certificates outstanding at December 31, 1995 and 1994, are represented by Certificates held by USA. (1) Series matured prior to 12/31/95. Refer to Note 5 for further details. 8 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST NOTES TO FINANCIAL STATEMENTS NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS Expected Interest Interest Principal Maturity Series Rate Payments Payments(1) Date(2) - ------ -------- -------- ----------- ------- 91-1 LIBOR + 0.25% Monthly 7-12/1994 Matured 91-2 7 3/8% (3) Semi-Annually 8/1993 Matured 91-3 7 7/8% (3) Semi-Annually -- 8/1996 91-4 LIBOR + 0.50% Monthly 10/1994 Matured A Comm Paper + 0.20% Monthly 3/1992 Matured B Comm Paper + 0.25% Monthly 6/1992 Matured C Comm Paper + 0.25% Monthly 8/1992 Matured 92-1 LIBOR + 0.20% Monthly 8/1994 Matured 92-2 LIBOR + 0.35% Monthly -- 10/1997 93-1 LIBOR + 0.28% Monthly -- 2/1998 93-2 A-1 Comm Paper + 0.075% Monthly -- 11/1998 A-2 LIBOR + 0.26% Monthly -- 11/1998 94-1 LIBOR + 0.18% Monthly -- 10/1999 94-2 7 7/8% (3) Semi-Annually -- 8/1997 94-3 8 1/8% (3) Annually -- 11/1997 95-1 LIBOR + 0.16% Monthly -- 7/1998 95-2 LIBOR + 0.13% Monthly -- 3/2000 95-3 Fed Funds + 0.25% Monthly -- 6/1998 95-4 Fed Funds + 0.26% Monthly -- 5/1998 95-4A Fed Funds + 0.26% Monthly -- 7/1998 95-5 Comm Paper + 0.1875% Monthly -- 2/2000 <FN> (1) The dates listed are the Distribution Dates on which the principal of the Certificates were paid. (2) The date listed is the Distribution Date on which the principal of the Certificates is scheduled to be paid, however, the principal of the Certificates may be paid earlier under certain circumstances described in the related prospectus. (3) In connection with this Series, the Trust entered into an interest rate swap agreement with CFC, the notional amount of which is equal to the principal amount of the related Certificates. Under this agreement, CFC paid the Trust interest at the Certificate Rate, and the Trust paid interest to CFC based on a floating rate (which is the lesser of (a) LIBOR or (b) Prime less 1.5%). 9 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST NOTES TO FINANCIAL STATEMENTS NOTE 6 - FEDERAL INCOME TAXES The Certificates, in the opinion of outside legal counsel, will not be characterized as debt of the Trust for federal income tax purposes. Certificate holders will be subject to income tax on interest earned with respect to the Certificates. NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS Financial Instruments The estimated fair value of financial instruments have been determined using available market information and valuation methodologies as described below. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. The carrying amounts and estimated fair values of the Trust's financial instruments were as follows: December 31, 1995 December 31, 1994 ---------------------- ---------------------- Carrying Fair Carrying Fair Amounts Value Amounts Value -------- ----- -------- ----- (in millions of dollars) Receivables $7,858.6 $7,858.6 $5,424.1 $5,424.1 Asset Back Certificates $7,858.6 $7,858.6 $5,424.1 $5,424.1 Assumptions and Methodologies The carrying value of cash and cash equivalents and amounts held for future distribution approximate market value due to the short maturity of these instruments. The fair value of variable rate receivables was assumed to approximate fair value since they are priced at current market rates. The fair value of Asset Backed Certificates was estimated using quoted market prices for investors' certificates and net realizable value for excess receivables. 10 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) CARCO AUTO LOAN MASTER TRUST NOTES TO FINANCIAL STATEMENTS NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS - continued Derivative Financial Instruments The Trust is exposed to the risk of declining interest rates as a result of financing the acquisition of receivables bearing floating rates with fixed rate certificates. As described in Note 5, the Trust has entered into interest rate swap agreements with CFC to reduce its exposure to decreases in interest rates. Under the terms of the agreements the Trust receives a fixed rate interest payment from CFC in return for interest payments based on a variable rate. The weighted average fixed rate received by the Trust was 7.93% at December 31, 1995 and December 31, 1994. The weighted average floating rate paid to CFC was 6.00% and 6.19% at December 31, 1995 and December 31, 1994, respectively. The Trust does not enter into derivative financial instruments for trading purposes. Interest rate swap differentials are deposited in, or paid from, the collection account. Funds remaining in the collection account after distribution to Certificateholders are returned to USA. The table below summarizes the Trust's position in interest rate swap agreements: December 31, 1995 December 31, 1994 --------------------- ----------------------- Contract Contract or Unrealized or Unrealized Notional Gains Notional Gains Amount (Losses) Amount (Losses) -------- ---------- -------- ---------- (in millions of dollars) Pay variable interest rate swaps $ 1,600.0 $ 49.2 $ 1,600.0 ($ 7.4) The fair value of the Trust's interest rate swap agreements were estimated by discounting net cash flows using quoted market interest rates in effect at the end of each year presented. Such quoted market interest rates do not give effect to anticipated changes in market interest rates. 11 Deloitte & Touche LLP - ----------- --------------------------------------------------- Suite 900 Telephone (313)396-3000 600 Renaissance Center Detroit, Michigan 48243-1704 INDEPENDENT AUDITORS' REPORT Shareholder and Board of Directors Chrysler Financial Corporation Southfield, Michigan We have audited the accompanying statements of assets, liabilities and equity arising from cash transactions of the CARCO Auto Loan Master Trust, as of December 31, 1995 and 1994, and the related statement of cash receipts and disbursements for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the management of Chrysler Financial Corporation. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 1, these financial statements were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles. In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the CARCO Auto Loan Master Trust as of December 31, 1995 and 1994, and its cash receipts and disbursements for each of the three years in the period ended December 31, 1995 on the basis of accounting described in Note 1. /s/ Deloitte & Touche LLP January 18, 1996 - --------------- Deloitte Touche Tohmatsu International - --------------- 12 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There is nothing to report with regard to this item. PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There is nothing to report with regard to this item. ITEM 11. EXECUTIVE COMPENSATION There is nothing to report with regard to this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There is nothing to report with regard to this item. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is nothing to report with regard to this item. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: 1. Financial Statements Financial statements for CARCO Auto Loan Master Trust as follows: Statement of Assets, Liabilities and Equity - December 31, 1995 and 1994 (page 5 of this report) Statement of Cash Receipts and Disbursements for the three years ended December 31, 1995, 1994 & 1993 (page 6 of this report) Notes to financial statements (pages 7-11 of this report) Independent Auditors' Report (page 12 of this report) 13 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - continued 2. Financial Statement Schedules All financial statement schedules have been omitted because the information to be provided therein is included in the financial statements or the notes thereto. 3. Exhibits (a) The following exhibits are filed as a part of this report: Exhibit No. 3-A Certificate of Incorporation of U.S. Auto Receivables Company. Filed as Exhibit 3.1 to Registration Statement No. 33-41177 and incorporated herein by reference. 3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-A Pooling and Servicing Agreement, dated as of May 31, 1991, among Chrysler Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's Registration Statement on Form 8-A dated July 31, 1991, and incorporated herein by reference. 4-B Series 1991-1 Supplement to the Pooling and Servicing Agreement, dated as of May 31, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated July 31, 1991, and incorporated herein by reference. 4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 18, 1991, and incorporated herein by reference. 4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 18, 1991, and incorporated herein by reference. 4-E Series 1991-4 Supplement, dated as of September 30, 1991, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 20, 1991, and incorporated herein by reference. 14 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (continued) 4-F Series A Supplement, dated as of November 30, 1991, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-F to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-G First Amendment, dated as of November 8, 1991, to the Series 1991-2 Supplement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-H First Amendment, dated as of November 8, 1991, to the Series 1991-3 Supplement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10-Q for the period ended March 31, 1992, and incorporated herein by reference. 4-I Series B Supplement, dated as of March 1, 1992, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report on Form 10-Q for the period ended March 31, 1992, and incorporated herein by reference. 4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1992, and incorporated herein by reference. 4-K First Amendment dated as of August 6, 1992 to the Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit Corporation, as Servicer and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the Trust's Registration Statement on Form 8-A dated September 14, 1992, and incorporated herein by reference. 4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated September 14, 1992, and incorporated herein by reference. 15 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (continued) 4-M 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. Filed as Exhibit 4-M to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-N 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. Filed as Exhibit 4-N to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-O 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. Filed as Exhibit 4-O to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-P 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. Filed as Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-Q Series 1992-2 Supplement 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated October 30, 1992, and incorporated herein by reference. 16 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (continued) 4-R 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated March 15, 1993, and incorporated herein by reference. 4-S 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 6, 1993, and incorporated herein by reference. 4-T Second Amendment dated as of September 21, 1993, to Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to USA's Registration Statement on Form S-1 (File No. 33-70144) and incorporated herein by reference. 4-U Series 1994-1 Supplement dated as of September 30, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 23, 1994, and incorporated herein by reference. 4-V Series 1994-2 Supplement dated as of October 31, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 22, 1994, and incorporated herein by reference. 4-W Series 1994-3 Supplement dated as of November 30, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-W to the Trust's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference. 4-X Series 1995-1 Supplement dated as of December 31, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated January 19, 1995, and incorporated herein by reference. 4-Y Series 1995-2 Supplement dated as of February 28, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated March 27, 1995, and incorporated herein by reference. 17 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (continued) 4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-Z to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-AA to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-BB Series 1995-4A Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-BB to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-CC Series 1995-5 Supplement dated as of November 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee, and joined in by Societe Generale, Chicago Branch, as Agent. 27 Financial Data Schedule. (b) No reports on Form 8-K were filed by the Trust during the last quarter of the period covered by this report. 18 CARCO AUTO LOAN MASTER TRUST SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. CARCO Auto Loan Master Trust (Registrant) By: Chrysler Financial Corporation, as Servicer ------------------------------------------- Date: April 2, 1996 By: s/T. F. Gilman ------------------------------------------- T. F. Gilman, Vice President and Controller Principal Accounting Officer 19 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 3-A Certificate of Incorporation of U.S. Auto Receivables Company. Filed as Exhibit 3.1 to Registration Statement No. 33-41177 and incorporated herein by reference. 3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-A Pooling and Servicing Agreement, dated as of May 31, 1991, among Chrysler Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's Registration Statement on Form 8-A dated July 31, 1991, and incorporated herein by reference. 4-B Series 1991-1 Supplement to the Pooling and Servicing Agreement, dated as of May 31, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated July 31, 1991, and incorporated herein by reference. 4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 18, 1991, and incorporated herein by reference. 4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, Chrysler Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 18, 1991, and incorporated herein by reference. 4-E Series 1991-4 Supplement, dated as of September 30, 1991, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 20, 1991, and incorporated herein by reference. E-1 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4-F Series A Supplement, dated as of November 30, 1991, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-F to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-G First Amendment, dated as of November 8, 1991, to the Series 1991-2 Supplement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference. 4-H First Amendment, dated as of November 8, 1991, to the Series 1991-3 Supplement, dated as of June 30, 1991, among Chrysler Credit Corporation, as Servicer, U.S. Auto Receivables Company, as Seller, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10-Q for the period ended March 31, 1992, and incorporated herein by reference. 4-I Series B Supplement, dated as of March 1, 1992 among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report on Form 10-Q for the period ended March 31, 1992, and incorporated herein by reference. 4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto Receivable Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1992, and incorporated herein by reference. E-2 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4-K First Amendment dated as of August 6, 1992 to the Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit Corporation, as Servicer and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the Trust's Registration Statement on Form 8-A dated September 14, 1992, and incorporated herein by reference. 4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated September 14, 1992, and incorporated herein by reference. 4-M 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. Filed as Exhibit 4-M to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-N 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. Filed as Exhibit 4-N to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. E-3 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4-O 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. Filed as Exhibit 4-O to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-P 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. Filed as Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1992, and incorporated herein by reference. 4-Q Series 1992-2 Supplement 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated October 30, 1992, and incorporated herein by reference. 4-R 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated March 15, 1993, and incorporated herein by reference. E-4 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4-S 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. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 6, 1993, and incorporated herein by reference. 4-T Second Amendment dated as of September 21, 1993, to Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to USA's Registration Statement on Form S-1 (File No. 33-70144) and incorporated herein by reference. 4-U Series 1994-1 Supplement dated as of September 30, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated November 23, 1994, and incorporated herein by reference. 4-V Series 1994-2 Supplement dated as of October 31, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated December 22, 1994, and incorporated herein by reference. 4-W Series 1994-3 Supplement dated as of November 30, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-W to the Trust's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference. 4-X Series 1995-1 Supplement dated as of December 31, 1994, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated January 19, 1995, and incorporated herein by reference. E-5 CARCO AUTO LOAN MASTER TRUST EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 4-Y Series 1995-2 Supplement dated as of February 28, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's Registration Statement on Form 8-A dated March 27, 1995, and incorporated herein by reference. 4-Z Series 1995-3 Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-Z to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-AA Series 1995-4 Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-AA to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-BB Series 1995-4A Supplement dated as of April 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee. Filed as Exhibit 4-BB to the Trust's Quarterly Report on Form 10-Q for the period ended June 30, 1995, and incorporated herein by reference. 4-CC Series 1995-5 Supplement dated as of November 30, 1995, among U.S. Auto Receivables Company, as Seller, Chrysler Credit Corporation, as Servicer, and Manufacturers and Traders Trust Company, as Trustee, and joined in by Societe Generale, Chicago Branch, as Agent. 27 Financial Data Schedule. E-6