EXHIBIT 99.2
EXECUTION COPY
This PURCHASE AGREEMENT dated as of July 1, 2002, between DAIMLERCHRYSLER
SERVICES NORTH AMERICA LLC, a Michigan limited liability company (the
"Seller"), and DAIMLERCHRYSLER RETAIL RECEIVABLES LLC, a Michigan limited
liability company (the "Company").
W I T N E S S E T H :
WHEREAS the Seller and the Company have entered into an Amended and
Restated Trust Agreement dated as of July 1, 2002, among the Seller, the
Company and Chase Manhattan Bank USA, National Association, as owner trustee
(as amended and supplemented from time to time, the "Trust Agreement"),
pursuant to which the Company has agreed to assume certain obligations with
respect to DaimlerChrysler Auto Trust 2002-B a Delaware business trust (the
"Issuer"); and
WHEREAS the Company has agreed to acquire all of the Certificates, which
represent undivided percentage interests in the assets of the Issuer;
NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein,
the parties hereto agree as follows.
ARTICLE I
Definitions
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Sale and Servicing Agreement dated as
of July 1, 2002 (the "Sale and Servicing Agreement"), between the Issuer and
DaimlerChrysler Services North America LLC, as seller and as servicer, or, if
not defined therein, in the Trust Agreement.
ARTICLE II
Conveyance of Rights to Excess Cash Flow from Reserve Account
Section 2.01. Conveyance of Rights. In consideration of the Company's
delivery to or upon the order of the Seller of approximately $123,609,001.65
on the Closing Date, (i) the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Company, without recourse (subject to the
obligations herein), all of the Seller's right, title and interest in and to
the following: (a) any amounts to be released from the Reserve Account from
time to time to the Seller pursuant to the Sale and Servicing Agreement and
(b) all rights with respect to the enforcement of any or all of the foregoing,
all present and future claims, demands, causes of action and choses in action
in respect of any or all of the foregoing and all payments on or under, and
any and all proceeds of every kind and nature with respect to, any or all of
the foregoing (collectively, the "Rights") and (ii) the Seller shall cause the
Certificates to be issued to the Company.
ARTICLE III
Representations and Warranties
Section 3.01. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Seller as of the date hereof and as of
the Closing Date:
(a) Organization and Good Standing. The Company has been duly organized
and is validly existing as a limited liability company in good standing under
the laws of the State of Michigan, with the power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted, and had at all relevant times, and
has, the power, authority and legal right to acquire, own, hold and convey the
Rights.
(b) Due Qualification. The Company is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of its property or the conduct of its business shall require such
qualifications.
(c) Power and Authority. The Company has the power and authority to
execute and deliver this Agreement and to carry out its terms, and the
execution, delivery and performance of this Agreement have been duly
authorized by the Company by all necessary action.
(d) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof will not conflict with,
result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the articles of
organization or operating agreement of the Company, or any indenture,
agreement or other instrument to which the Company is a party or by which it
is bound; nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than the Basic Documents); nor violate any law or, to the
best of the Company's knowledge, any order, rule or regulation applicable to
the Company of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Company or its properties.
(e) No Proceedings. There are no proceedings or investigations pending
or, to the Company's best knowledge, threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Company or its properties: (i) asserting the invalidity
of this Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Company of its obligations under, or the validity or enforceability of, this
Agreement.
Section 3.02. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Company as of the date hereof and as of
the Closing Date and any Transfer Date:
(a) Organization and Good Standing. The Seller has been duly organized
and is validly existing as a limited liability company in good standing under
the laws of the State of
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Michigan, with the power and authority to own its properties and to conduct
its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power,
authority and legal right to convey and assign the Rights.
(b) Due Qualification. The Seller is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of property or the conduct of its business shall require such
qualifications.
(c) Power and Authority. The Seller has the power and authority to
execute and deliver this Agreement and to carry out its terms; the Seller has
duly authorized the sale and assignment of the Rights to the Company by all
necessary action; and the execution, delivery and performance of this
Agreement have been duly authorized by the Seller by all necessary action.
(d) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof will not conflict with,
result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the articles of
organization or operating agreement of the Seller, or any indenture, agreement
or other instrument to which the Seller is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than the Basic Documents); nor violate any law or, to the
best of the Seller's knowledge, any order, rule or regulation applicable to
the Seller of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Seller or its properties.
(e) No Proceedings. To the Seller's best knowledge, there are no
proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Seller or its properties: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement.
ARTICLE IV
Conditions
Section 4.01. Conditions to Obligation of the Company. The obligation of
the Company to purchase the Rights and the Certificates is subject to the
satisfaction of the following conditions:
(a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct as of the date of
execution of this Agreement and as of the Closing Date with the same effect as
if then made, and the Seller shall have performed all obligations to be
performed by it hereunder on or prior to the Closing Date.
(b) Other Transactions. The transactions contemplated by the Sale and
Servicing Agreement to be consummated as of the Closing Date shall be
consummated as of such date.
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Section 4.02. Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Rights to the Company and cause the Certificates to be
issued to the Company is subject to the satisfaction of the following
conditions:
(a) Representations and Warranties True. The representations and
warranties of the Company hereunder shall be true and correct as of the date
of execution of this Agreement and as of the Closing Date with the same effect
as if then made, and the Company shall have performed all obligations to be
performed by it hereunder on or prior to the Closing Date.
(b) Purchase Price. On the Closing Date, the Company shall have delivered
to the Seller the purchase price specified in Section 2.01.
ARTICLE V
Covenants
Section 5.01. Legal Existence. (a) During the term of this Agreement and
the Trust Agreement, the Company will keep in full force and effect its
existence, rights and franchises as a limited liability company under the laws
of the jurisdiction of its organization and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Agreement, the Basic Documents and each other instrument or agreement
necessary or appropriate to the proper administration of this Agreement, the
Basic Documents and the transactions contemplated hereby and thereby.
(b) During the term of this Agreement and the Trust Agreement, the
Company shall observe the applicable legal requirements for the recognition of
the Company as a legal entity separate and apart from its Affiliates,
including as follows:
(i) the Company shall maintain records and books of account separate
from those of its Affiliates;
(ii) except as otherwise provided in this Agreement, the Company
shall not commingle its assets and funds with those of its Affiliates;
(iii) the Company shall hold such appropriate meetings of its
members as are necessary to authorize all of the Company's actions
required by law to be authorized by the members thereof, shall keep
minutes of such meetings and observe all other customary formalities
respecting limited liability companies (and any successor Company that is
not a limited liability company shall observe similar procedures in
accordance with its governing documents and applicable law);
(iv) the Company shall at all times hold itself out to the public
under the Company's own name as a legal entity separate and distinct from
its Affiliates; and
(v) all transactions and dealings between the Company and its
Affiliates, including this Agreement, will be conducted on an
arm's-length basis.
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Section 5.02. Merger or Consolidation of, or Assumption of the
Obligations of, the Company. Any Person (a) into which the Company may be
merged or consolidated, (b) which may result from any merger or consolidation
to which the Company shall be a party or (c) which may succeed to the
properties and assets of the Company substantially as a whole, which Person in
any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Company under this Agreement and the Trust Agreement,
shall be the successor to the Company hereunder and thereunder without the
execution or filing of any document or any further act by any of the parties
to this Agreement or the Trust Agreement; provided, however, that (i)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.01 shall have been breached, (ii) the
Company shall have delivered to the Owner Trustee and the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply
with this Section and that all conditions precedent, if any, provided for in
this Agreement relating to such transaction have been complied with and (iii)
the Rating Agency Condition shall have been satisfied with respect to such
transaction. Notwithstanding anything herein to the contrary, the execution of
the foregoing agreement of assumption and compliance with clauses (i), (ii)
and (iii) above shall be conditions to the consummation of the transactions
referred to in clause (a), (b) or (c) above.
Section 5.03. Limitation on Liability of the Company and Others. The
Company and any director, officer, employee or agent of a member of the
Company may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Company shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under this Agreement or under the Trust
Agreement, and that in its opinion may involve it in any expense or liability.
Section 5.04. The Company May Own Notes. The Company may in its
individual or any other capacity become the owner or pledgee of Notes with the
same rights as it would have if it were not the Company, except as expressly
provided herein or in any Basic Document.
Section 5.05. Covenants of the Seller. (a) The Seller hereby agrees to
provide to the Company copies of each notice and certificate the Seller
receives pursuant to the Sale and Servicing Agreement insofar as such notice
or certificate relates to the Rights (including each Servicer's Certificate
delivered for each Payment Date pursuant thereto).
(b) The Seller hereby agrees that it will not, without the prior written
consent of the Company, enter into any amendment to the Sale and Servicing
Agreement or the Trust Agreement.
(c) The Seller shall not, prior to the date which is one year and one day
after the termination of the Sale and Servicing Agreement, acquiesce, petition
or otherwise invoke or cause the Company to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case
against the Company under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Company or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Company.
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Section 5.06. Sale of the Rights by the Company. After the Closing Date,
the Company may sell, transfer and assign the Rights to another Person (a
"Transferee"); provided, that the Indenture Trustee and the Owner Trustee
shall have received an Opinion of Counsel to the effect that such transfer
will not cause the Trust to be characterized as an association (or a publicly
traded partnership) taxable as a corporation for federal income tax purposes
or Michigan income and single business tax purposes. Notwithstanding anything
herein to the contrary, compliance with the proviso of the preceding sentence
shall be a condition to the consummation of the transaction referred to above.
ARTICLE VI
Miscellaneous
Section 6.01. Amendment. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Seller and the
Company, with the consent of the Indenture Trustee, but without the consent of
the Noteholders or the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions in this Agreement or for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Seller or the Company; provided, however, that such amendment will not, as
evidenced by an Opinion of Counsel delivered to the Indenture Trustee,
materially and adversely affect the interest of any Noteholder or
Certificateholder. This Agreement may also be amended by the Seller and the
Company with the consent of the Indenture Trustee, the consent of the Holders
of Notes evidencing at least a majority of the Outstanding Amount of the
Notes, the consent of the Holders (as defined in the Trust Agreement) of
Certificates evidencing at least a majority of all the percentage interests
evidenced by the Certificates for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Seller or the Company;
provided, however, that no such amendment shall (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on Receivables or distributions that are required to be made for the
benefit of Noteholders or Certificateholders or (ii) reduce the aforesaid
percentage of the Outstanding Amount of the Notes or the percentage interests
evidenced by the Certificates required to consent to any such amendment,
without the consent of the Holders of all the outstanding Notes and the
Holders (as defined in the Trust Agreement) of all the outstanding
Certificates.
Promptly after the execution of any such amendment or consent, the Seller
shall furnish written notification of the substance of such amendment or
consent to each of the Rating Agencies.
Section 6.02. Waivers. No failure or delay on the part of the Company in
exercising any power, right or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise
of any other power, right or remedy.
Section 6.03. Notices. All demands, notices and communications under this
Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given
upon receipt (a) in the case of the Seller,
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to DaimlerChrysler Services North America LLC, 00000 Xxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention of Assistant Secretary ((000) 000-0000)
and (b) in the case of the Company, to DaimlerChrysler Retail Receivables LLC,
00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention of Assistant
Secretary ((000) 000-0000); or as to each of the foregoing, at such other
address as shall be designated by written notice to the other party.
Section 6.04. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Seller, the Company, the Servicer,
the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee
and the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.
Section 6.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
Section 6.06. Representations of the Seller and the Company. The
respective agreements, representations, warranties and other statements by the
Seller and the Company set forth in or made pursuant to this Agreement shall
remain in full force and effect and will survive the execution of this
Agreement.
Section 6.07. Headings. The various headings in this Agreement are
included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this
Agreement to Section names or numbers are to such Sections of this Agreement.
Section 6.08. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 6.09. Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
* * * * * * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers duly authorized as of the date and year
first above written.
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC
By: /s/ Xxxxxx Menziez
--------------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Controller
DAIMLERCHRYSLER RETAIL RECEIVABLES LLC
By: Chrysler Financial Receivables Corporation,
as a Member
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Controller
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