EXHIBIT 1.A
Chrysler Financial Company L.L.C.
$[ ] Principal Amount At Maturity
[Description of Securities]
Form of Underwriting Agreement
New York, New York
[Date]
[Name of Underwriter(s)]
[Address of Underwriter(s)]
Ladies and Gentlemen:
Chrysler Financial Company L.L.C., a Michigan limited liability
company (the "Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), the principal amount of its debt
securities identified in Schedule I hereto (the "Securities"), to be issued
under an indenture dated as of February 15, 1988, as supplemented, between
Chrysler Financial Corporation ("CFC") and Manufacturers Hanover Trust
Company, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Trustee"), and as further supplemented by a
supplemental indenture dated as of October __, 1998, between the Company (as
successor to CFC) and the Trustee (such indenture as so supplemented and as
the same may be amended or supplemented or restated from time to time, the
"Indenture").
The Securities will be issuable in registered form. This Agreement
relates only to the sale of, and your obligations hereunder shall be
applicable only with respect to, Securities issuable in registered form.
1. Representations and Warranties. (a) The Company represents and
warrants to, and agrees with, each Underwriter that:
(i) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission")
registration statements on such Form (the file numbers of which
are set forth in Schedule I hereto), which have become effective,
for the registration under the Act of the Securities. Such
registration statements, as amended at the date of this Agreement,
meet the requirements set forth in Rule 415(a)(1)(x) under the Act
and comply in all other material respects with said Rule. The
Company proposes to file with the Commission pursuant to Rule
424(b) under the Act a supplement to the form of prospectus
included in such registration statements relating to the
Securities and the plan of distribution thereof and has previously
advised you of all further information (financial and other) with
respect to the Company to be set forth therein. Such registration
statements, including the exhibits thereto, as amended at the date
of this Agreement, are hereinafter, collectively, called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the
"Basic Prospectus"; and such supplemented form of prospectus, in
the form in which it shall be filed with the Commission pursuant
to Rule 424(b) (including the Basic Prospectus as so supplemented)
is hereinafter called the "Final Prospectus". Any preliminary form
of the Final Prospectus which has heretofore been filed pursuant
to Rule 424(b) is hereinafter called the "Preliminary Final
Prospectus". Any reference herein to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of
1934 (the "Exchange Act") on or before the date of this Agreement,
or the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document under
the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference.
(ii) As of the date hereof, when the Final Prospectus is
first filed pursuant to Rule 424(b) under the Act, when, prior to
the Closing Date (as hereinafter defined), the Registration
Statement or any amendment to the Registration Statement becomes
effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to
the Final Prospectus is filed with the Commission and at the
Closing Date, (i) the Registration Statement, as amended as of any
such time, and the Final Prospectus, as amended or supplemented as
of any such time, and the Indenture will comply in all material
respects with the applicable requirements of the Act and the Trust
Indenture Act of 1939 (the "Trust Indenture Act") and the
respective rules thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein not misleading; provided, however,
that the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Final Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter
specifically for use in connection with the preparation of the
Registration Statement and the Final Prospectus.
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(iii) The documents incorporated or deemed to be incorporated
by reference in the Final Prospectus, at the time they were filed
or hereafter are filed with the Commission at or prior to the
Closing Date, complied and will comply in all material respects
with the requirements of the Exchange Act and the rules and
regulations of the Commission under the Exchange Act (the
"Exchange Act Regulations"), and, when read together with the
other information in the Final Prospectus, at the time the
Registration Statement and any amendments thereto became or become
effective and at the Closing Time, did not and will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; and there are no contracts or
documents of the Company or any of its subsidiaries which are
required to be filed as exhibits to the Registration Statement by
the Act or by the rules and regulations of the Commission under
the Act (the "Securities Act Regulations") which have not been so
filed or incorporated by reference.
(iv) Deloitte & Touche LLP the accountants who certified the
financial statements and supporting schedules included in the
Registration Statement, are independent public accountants as
required by the Securities Act Regulations.
(v) The financial statements, including the notes thereto,
and supporting schedules included or incorporated by reference in
the Registration Statement and the Final Prospectus present fairly
the financial position of the Company and its consolidated
subsidiaries as of the dates indicated and the results of their
operations for the periods specified; such financial statements
have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, except as
indicated therein; and the supporting schedules included in the
Registration Statement present fairly the information required to
be stated therein.
(vi) Since the respective dates as of which information is
given in the Registration Statement and the Final Prospectus,
except as otherwise stated therein, (A) there has been no material
adverse change in the business or the condition (financial or
otherwise) or in the earnings, business affairs or business
prospects of the Company and its consolidated subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, and (B) there have been no
transactions entered into by the Company or any of its
consolidated subsidiaries, other than those in the ordinary course
of business, which are material with respect to the Company and
its consolidated subsidiaries considered as one enterprise.
(vii) 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 full power and authority to
own, lease and operate its properties and to conduct its business
as described in the Final Prospectus and to enter into and perform
its obligations under this Agreement; and the Company is duly
qualified as a foreign limited liability company to transact
business and is in good
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standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so
to qualify would not materially adversely affect the conduct of
the business or the condition (financial or otherwise) or the
earnings, business affairs or business prospects of the Company
and its consolidated subsidiaries considered as one enterprise.
(viii) Each subsidiary of the Company which is set forth in
Schedule IV hereto (each individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly incorporated (in
the case of Subsidiaries which are corporations) or duly organized
(in the case of Subsidiaries which are limited liability
companies) and is validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization (as
the case may be), has full power and authority to own, lease and
operate its properties and to conduct its business as described in
the Registration Statement and is duly qualified as a foreign
corporation or limited liability company (as the case may be) to
transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not materially
adversely affect the conduct of the business or the condition
(financial or otherwise) or the earnings, business affairs or
business prospects of the Company and its consolidated
subsidiaries considered as one enterprise; all of the issued and
outstanding capital stock of each such Subsidiary which is a
corporation, and all of the issued and outstanding membership
interests of each Subsidiary which is a limited liability company,
has been duly authorized and validly issued, is fully paid and
non-assessable; and the capital stock of each such Subsidiary
owned by the Company, directly or through subsidiaries, is owned
free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.
(ix) Neither the Company nor any of its Subsidiaries is in
violation of its articles of organization or operating agreement
(in the case of the Company or Subsidiaries which are limited
liability companies) or its charter or by-laws (in the case of
Subsidiaries which are corporations) or in default in the
performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it or any of
them is a party or by which it or any of them may be bound, or to
which any of the property or assets of it or any of them is
subject, the effect of which in the aggregate might result in a
material adverse change in the conduct of the business or the
condition (financial or otherwise) or in the earnings, business
affairs or business prospects of the Company and its consolidated
subsidiaries considered as one enterprise; and the execution,
delivery and performance of this Agreement, the Indenture and the
Securities, and the consummation of the transactions contemplated
herein and therein and compliance by the Company with its
obligations hereunder and thereunder have been duly authorized by
all necessary corporate action and will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries
pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Company or any of its
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subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company or
any of its subsidiaries is subject, nor will such action result in
any violation of the provisions of the articles of organization or
operating agreement (in the case of the Company or Subsidiaries
which are limited liability companies) or the charter or by-laws
(in the case of Subsidiaries which are corporations) or other
corresponding organizational documents of the Company or any of
its Subsidiaries or any applicable law, administrative regulation
or administrative or court decree.
(x) The merger of CFC with and into the Company became
effective on October __, 1998 (the "Merger"), with the Company
being the surviving entity.
(xi) No labor dispute with the employees of the Company or
any of its subsidiaries exists or, to the knowledge of the
Company, is imminent which might be expected to result in a
material adverse change in the conduct of the business or the
condition (financial or otherwise) or in the earnings, business
affairs or business prospects of the Company and its consolidated
subsidiaries considered as one enterprise.
(xii) There is no action, suit or proceeding before or by any
court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against
the Company (or CFC) or any of its subsidiaries, which is required
to be disclosed in the Prospectus or which might result in any
material adverse change in the business or the condition
(financial or otherwise) or in the earnings, business affairs or
business prospects of the Company and its consolidated
subsidiaries considered as one enterprise, or which might
materially and adversely affect the properties or assets thereof
or which might materially and adversely affect the consummation of
this Agreement; all pending legal or governmental proceedings to
which the Company (or CFC) or any subsidiary is a party or of
which any of their respective property or assets is the subject
which are not described in the Prospectus, including ordinary
routine litigation incidental to the business, are, considered in
the aggregate, not material.
(xiii) No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with
the offering, issuance or sale of the Securities hereunder or the
consummation by the Company of any of the other transactions
contemplated hereby, except such as may be required under the Act,
the Securities Act Regulations or state securities laws for the
Securities and the qualification of the Indenture under the Trust
Indenture Act.
(xiv) The Securities have been duly authorized, and, at the
Closing Date, will have been duly executed by the Company and,
when authenticated in the manner provided for in the Indenture and
delivered to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, or by the
purchasers thereof, pursuant to Delayed Delivery Contracts,
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in the case of any Contract Securities, will constitute legal,
valid and binding obligations of the Company entitled to the
benefits of the Indenture.
(xv) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable against the Company in
accordance with its terms, subject as to enforcement (i) to
bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance and other laws of general applicability
relating to or affecting creditors' rights and (ii) to general
principles of equity, whether such enforcement is considered in a
proceeding in equity or at law.
(xvi) This Agreement has been duly authorized, executed and
delivered by the Company.
(xvii) Neither the filing of the Registration Statement nor
the offering or sale of the Securities as contemplated by this
Agreement gives rise to any rights, other than those which have
been waived or satisfied, for or relating to the registration of
any securities of the Company.
(b) Any certificate designated as such signed by any officer of
the Company and delivered to the Underwriters or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to
the Underwriters as to the matters covered thereby.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees
severally and not jointly to purchase from the Company, at the purchase price
set forth in Schedule I hereto, the principal amount of Securities set forth
opposite such Underwriter's name in Schedule II hereto, except that, if
Schedule I hereto provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of Securities to be
purchased by the Underwriters shall be as set forth in Schedule II hereto
less the respective amounts of Contract Securities determined as provided
below. Securities to be purchased by the Underwriters are herein sometimes
called the "Underwriters' Securities" and Securities to be purchased pursuant
to Delayed Delivery Contracts as hereinafter provided are herein called
"Contract Securities".
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the Company pursuant
to delayed delivery contracts ("Delayed Delivery Contracts"), substantially
in the form of Schedule III hereto but with such changes therein as the
Company may authorize or approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay to the
Underwriters, on the Closing Date, the percentage set forth in Schedule I
hereto of the principal amount of Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the Underwriters have
been approved by the Company but, except as the Company may otherwise agree,
each such Delayed Delivery Contract must be for not less than the
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minimum principal amount set forth in Schedule I hereto, and the aggregate
principal amount number of Contract Securities may not exceed the maximum
aggregate principal amount number set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each Underwriter as set forth in Schedule II hereto shall
be reduced by an amount that shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount of Securities
set forth opposite the name of such Underwriter bears to the aggregate
principal amount set forth in Schedule II hereto, except to the extent that
you determine that such reduction shall be otherwise than in such proportion
and so advise the Company in writing; provided that the total principal
amount of Securities to be purchased by all Underwriters shall be the
aggregate principal amount set forth in Schedule II hereto less the aggregate
principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the
Underwriters' Securities shall be made at the location, in the currency, on
the date and at the time specified in Schedule I hereto (or such later date
not later than five business days after such specified date as the
Underwriters shall designate), which date and time may be postponed by
agreement between the Underwriters and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Underwriters'
Securities being herein called the "Closing Date"). Delivery of the
Underwriters' Securities shall be made to the Underwriters for the respective
accounts of the several Underwriters against payment by the several
Underwriters of the purchase price thereof to or upon the order of the
Company by a check or checks in Federal funds or by wire transfer of
immediately available funds to an account specified by the Company.
Certificates for the Underwriters' Securities shall be registered in such
names and in such denominations as the Underwriters may request not less than
the business day prior to the Closing Date.
The Company agrees to have the Underwriters' Securities available
for inspection, checking and packaging by the Underwriters in New York, New
York, not later than 1:00 PM on the business day prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set
forth in the Final Prospectus.
5. Agreements of the Company. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities the Company will not file any amendment to the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus, unless the Company has
furnished you a copy for your review prior to filing and will not
file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company
will cause the Final Prospectus to be mailed to the Commission for
filing pursuant to Rule 424(b) or will cause the Final Prospectus
to be filed with the Commission pursuant to said Rule. The Company
will promptly advise the Underwriters (i) when the Final
Prospectus shall have been transmitted to the Commission for
filing pursuant to Rule 424(b), (ii) when any amendment to the
Registration Statement relating to the Securities
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shall have become effective, (iii) of any request by the
Commission for any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event
occurs as a result of which the Final Prospectus as then amended
or supplemented would include an untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary
to amend or supplement the Final Prospectus to comply with the Act
or the rules thereunder, the Company promptly will prepare and
file with the Commission, subject to paragraph (a) of this Section
5, an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. The
Company will also promptly cause each such amendment or supplement
to be filed with each securities exchange, if any, on which any of
the Securities are listed.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriters an
earning statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(d) The Company will furnish to the Underwriters and counsel
for the Underwriters, without charge, signed or conformed copies
of the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or prior to
the Closing Date and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies
of each Preliminary Final Prospectus and the Final Prospectus and
any amendments thereof and supplements thereto as the Underwriters
may reasonably request. The Company will pay the expenses of
printing all documents relating to the offering.
(e) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as the
Underwriters may designate, will maintain such qualifications in
effect so long as required for the distribution of the Securities
and will arrange for the determination of the legality of the
Securities for purchase by institutional investors; provided,
however, that the Company will not be obligated to qualify to do
business as a foreign limited liability company in any state in
which it is not so qualified or to file a general consent to
service of process in any jurisdiction.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Underwriters, offer,
sell or contract to sell, or announce the offering of, any debt
securities or warrants to purchase debt securities covered by the
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Registration Statement or any other registration statement filed
by the Company under the Act.
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters' Securities
shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement filed prior
to the Closing Date (including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the accuracy of the
statements of the Company made in any certificates delivered to the
Underwriters pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have
been issued and no proceedings for that purpose shall have been
instituted or threatened; and the Final Prospectus shall have been
filed or mailed for filing with the Commission not later than 5:00
PM, New York City time, on the business day following the date
hereof.
(b) The Company shall have furnished to the Underwriters the
opinion of Xxxxxxxxxxx X. Xxxxxxxxx, Esq., General Counsel for the
Company, dated the Closing Date, to the effect that:
(i) the Company has been duly organized and each of the
Subsidiaries has been duly organized (in the case of
Subsidiaries which are limited liability companies) or duly
incorporated (in the case of Subsidiaries which are
corporations) and the Company and each of its Subsidiaries
are validly existing as a limited liability company or a
corporation (as the case may be) in good standing under the
laws of the jurisdiction in which it is organized or
incorporated (as the case may be), which jurisdiction is set
forth in Schedule IV hereto, with full power and authority to
own its properties and conduct its business as described in
the Final Prospectus, and is duly qualified to do business as
a foreign limited liability company or corporation (as the
case may be) and is in good standing under the laws of each
jurisdiction which requires such qualification, except where
the failure to be so qualified would not materially affect
the financial condition, earnings, prospects, business or
properties of the Company and its consolidated subsidiaries
considered as one enterprise; and a duly authorized and
executed certificate of merger with respect to the Merger has
been duly filed with the Secretary of State of the State of
Michigan and the Merger has become effective under the laws
of the State of Michigan;
(ii) neither the Company nor any of the Subsidiaries is
in violation of any term or provision of (A) any articles of
organization or operating agreement (in the case of the
Company or Subsidiaries which are limited liability
companies) or any charter or by-law (in the case of
Subsidiaries which are corporations), (B) to the best
knowledge of such counsel, any franchise, license, permit,
judgment, decree or order, or (C) any applicable statute,
rule or regulation, which violation in any case referred to
in clause (A), (B) or (C) above, is material to the financial
9
condition, earnings, prospects, business or properties of the
Company and its consolidated subsidiaries considered as one
enterprise;
(iii) to the best knowledge of such counsel, no default
exists and no event has occurred which with notice, lapse of
time, or both, would constitute a default in the due
performance and observance of any term, covenant or condition
of any agreement to which the Company or any of the
Subsidiaries is a party or by which it or any of them is
bound, which default is or would be material to the financial
condition, earnings, prospects, business or properties of the
Company and its consolidated subsidiaries considered as one
enterprise;
(iv) to the best knowledge of such counsel, there is no
pending or threatened action or suit or judicial, arbitral,
rule-making or other administrative or other proceeding
before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of the
Subsidiaries or which would affect in any material respect
the financial condition, earnings, prospects, business or
properties of the Company or any of the Subsidiaries, in any
such case which is of a character required to be disclosed in
the Registration Statement which is not adequately disclosed
in the Final Prospectus;
(v) this Agreement has been duly authorized, executed
and delivered by the Company, and the Indenture and any
Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company, and constitute legal,
valid and binding instruments enforceable against the Company
in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity);
the Indenture has been duly qualified under the Trust
Indenture Act, the Securities have been duly authorized and,
when executed and authenticated or countersigned in
accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, or by
the purchasers thereof, pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities, will
constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture;
(vi) the Registration Statement and any amendments
thereto have become effective under the Act; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement, as amended, has
been issued, no proceedings for that purpose have been
instituted or threatened, and the Registration Statement, the
Final Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue dates
(other than the financial statements and other financial and
statistical information contained therein, as to which such
counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act
and the rules thereunder;
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(vii) the Securities and the Indenture conform in all
material respects to the descriptions thereof contained in or
incorporated by reference into the Final Prospectus;
(viii) each document filed pursuant to the Exchange Act
and incorporated or deemed to be incorporated by reference in
the Final Prospectus complied when so filed as to form in all
material respects with the Exchange Act and the Exchange Act
Regulations;
(ix) the information in the Final Prospectus under the
captions "Description of Notes", "Description of Debt
Securities" and "Limitations on Issuance of Bearer Securities
and Bearer Warrants" to the extent that it constitutes
matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, has been reviewed by such
counsel and is correct in all material respects;
(x) no consent, approval, authorization, registration,
declaration or filing, or order of any court or government
authority or agency is required in connection with the
offering, issuance or sale of the Securities to the
Underwriters, except such as have been obtained or rendered,
as the case may be, or as may be required under the state
securities laws;
(xi) to the best of such counsel's knowledge, neither
the filing of the Registration Statement nor the offering of
the Securities as contemplated by this Agreement gives rise
to any rights, other than those which have been waived or
satisfied for or relating to the registration of any
securities of the Company;
(xii) the Company has all requisite power and authority,
has taken all requisite corporate action, and has received
and is in compliance with all governmental, judicial and
other authorizations, approvals and orders, necessary to
enter into this Agreement, the Indenture and any Delayed
Delivery Contracts, to carry out the provisions and
conditions of such agreements and the transactions
contemplated in such agreements, to issue and sell the
Securities in the manner contemplated herein and in the
Registration Statement and the Final Prospectus, except for
such approvals or authorizations as may be required under the
blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the
Underwriters;
(xiii) to such counsel's knowledge, there are no
contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments of the Company (or CFC) required
to be described or referred to in the Registration Statement
or to be filed as exhibits thereto other than those described
or referred to therein or filed or incorporated by reference
as exhibits thereto and the descriptions thereof or
references thereto are correct;
(xiv) neither the issue and sale of the Securities in
the manner contemplated herein and in the Registration
Statement and the Final Prospectus,
11
nor the execution, delivery and performance by the Company of
this Agreement, the Indenture and any Delayed Delivery
Contracts, or the consummation of any other of the
transactions contemplated in such agreements will conflict
with, result in a breach of, or constitute a default under
the articles of incorporation or operating agreement (in the
case of the Company or Subsidiaries which are limited
liability companies) or charter or by-laws (in the case of
Subsidiaries which are corporations) or the terms of any
indenture or other agreement or instrument known to such
counsel and to which the Company or any of the Subsidiaries
is a party or by which it or any of them is bound, or any
statute applicable to the Company or any of the Subsidiaries
or any order, decree, rule or regulation known to such
counsel to be applicable to the Company or any of the
Subsidiaries of any court, regulatory body, administrative
agency, governmental body or arbitrator; and
(xv) neither the issue and sale of the Securities in the
manner contemplated herein and in the Final Prospectus nor
the execution, delivery and performance by the Company of
this Agreement and the Indenture nor the consummation of any
other of the transactions contemplated herein and therein,
will violate any banking, currency, exchange or other
provision of the laws of the United States applicable to the
Company or the Securities.
Such counsel shall state that nothing has come to the
attention of such counsel to cause such counsel to believe
that the Registration Statement or any amendment thereof
(other than the financial statements and other financial and
statistical information contained therein, as to which such
counsel need express no belief) at the time it became
effective and at the date of this Agreement contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Final
Prospectus, as amended or supplemented (other than the
financial statements and other financial and statistical
information contained therein, as to which such counsel need
express no belief), at the time the Final Prospectus or any
such amendment or supplement was issued or at the Closing
Date, included or includes an untrue statement of a material
fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of the laws of any
jurisdiction other than the State of Michigan or the United
States, to the extent such counsel deems proper and specifies
in such opinion, upon the opinion of other counsel of good
standing believed by such counsel to be reliable and who are
satisfactory to the Underwriters (provided that such counsel
states that the Underwriters are justified in relying upon
such specified opinion or opinions), and (B) as to matters of
fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and
public officials.
12
(c) The Underwriters shall have received from Xxxxx & Xxxx
LLP, counsel for the Underwriter, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the
Securities, this Agreement, the Indenture, any Delayed Delivery
Contracts, the Registration Statement, the Final Prospectus and
other related matters as the Underwriters may reasonably require,
and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the Underwriters a
certificate of the Company, signed by an executive officer of the
Company, dated the Closing Date, to the effect that the signers of
such certificate have carefully examined the Registration
Statement, the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects
on and as of the Closing Date with the same effect as if made
on the Closing Date and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) except as disclosed in the Final Prospectus, since
the date of the most recent financial statements included in
the Final Prospectus, there has been no material adverse
change in the condition, financial or otherwise or in the
earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, or
of Chrysler Corporation and its consolidated subsidiaries
considered as one enterprise, whether or not arising from
transactions in the ordinary course of business.
(e) Chrysler Corporation shall have furnished to the
Underwriters a certificate of Chrysler Corporation, signed by an
executive officer of Chrysler Corporation, dated the Closing Date,
to the effect that the signers of such certificate have examined
the disclosures contained in the Final Prospectus under the
headings "Information Concerning Chrysler Corporation" and (i)
such disclosures do not contain as of the date of such certificate
an untrue statement of a material fact and do not omit to state a
material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading and (ii) no event has occurred as of the date
of such certificate that would require such disclosures to be
amended or supplemented to comply with the Act or the rules
thereunder.
(f) At the time this Agreement is executed and at the Closing
Date, Deloitte & Touche LLP shall have furnished to the
Underwriters a letter or letters, dated respectively as of the
date of this Agreement and as of the Closing Date, in a form
heretofore agreed upon by the Underwriters and Deloitte & Touche
LLP.
13
(g) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Final
Prospectus, there shall not have been (i) any changes in senior
term, subordinated term and other debt of the Company and its
Subsidiaries or capital stock of the Company or decreases in
shareholders' investment of the Company and its Subsidiaries or
decreases in total revenues or in total or per share amounts of
earnings before income taxes or of net earnings of the Company and
its Subsidiaries or (ii) any change, or any development involving
a prospective change, in or affecting the business or properties
of Chrysler Corporation and its consolidated subsidiaries
considered as one enterprise or the Company and its consolidated
subsidiaries considered as one enterprise and the effect of which,
in any case referred to in clause (i) or (ii) of this paragraph
(g), is, in the judgment of the Underwriters, so material and
adverse as to make it impractical or inadvisable to proceed with
the public offering or the delivery of the Securities as
contemplated by the Registration Statement and the Final
Prospectus.
(h) Prior to the Closing Date, the Company shall have
furnished to the Underwriters such further information,
certificates and documents as the Underwriters may reasonably
request.
(i) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities arranged
by the Underwriters have been approved by the Company.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be cancelled at, or at any time prior to, the Closing Date by
the Underwriters. Notice of such cancellation shall be given to the Company
in writing or by telephone or telegraph confirmed in writing.
7. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i) the
printing and filing of the Registration Statement and of each amendment
thereto, (ii) the printing or reproduction of this Agreement and the
Indenture, (iii) the printing or reproduction, preparation, issuance and
delivery of the certificates for the Securities to the Underwriters, (iv) the
fees and disbursements of the Company's counsel and accountants, (v) the
qualification of the Securities under state securities laws, including filing
fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation
of any Blue Sky Survey and any Legal Investment Survey, (vi) the printing and
delivery to the Underwriters of copies of the Registration Statement as
originally filed and of each amendment thereto, of each preliminary
prospectus, and of the Final Prospectus and any amendments or supplements
thereto, (vii) the printing and delivery to the Underwriters of copies of any
Blue Sky Survey and any Legal Investment Survey, (viii) the fees and expenses
of the Trustee, including the fees and disbursements of counsel for the
Trustee in connection with the Indenture, (ix) any fees payable in connection
with the rating of the Securities, and (x) the fees and expenses, if any,
incurred in
14
connection with the listing of the securities on the New York Stock Exchange
or any other national exchange.
If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 6 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by reason of a default
by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them, as such expenses are incurred, in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company by
or on behalf of any Underwriter through the Underwriters specifically for use
in connection with the preparation thereof, and (ii) such indemnity with
respect to the Basic Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof if such
person did not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in the
Basic Prospectus or any Preliminary Final Prospectus was corrected in the
Final Prospectus (or the Final Prospectus as amended or supplemented). This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its managers, each of its officers who signs
the Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to
the Company by or on
15
behalf of such Underwriter specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth in [ ]
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the
foregoing indemnity.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to appoint
counsel satisfactory to such indemnified party to represent the indemnified
party in such action; provided, however, that if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election
so to appoint counsel to defend such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than
one separate counsel, approved by the Underwriters in the case of paragraph
(a) of this Section 8, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company on grounds of policy or
otherwise, the Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which the Company and one or more of the Underwriters may be subject in such
proportion so that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount bears to the sum
of such discount and the purchase price of the Securities specified in
Schedule I hereto and the Company is responsible for the balance; provided,
however, that (y) in no case shall any Underwriter (except as may be provided
in the agreement among underwriters relating to the offering of the
16
Securities) be responsible for any amount in excess of the underwriting
discount applicable to the Securities purchased by such Underwriter hereunder
and (z) no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls an Underwriter within the meaning
of the Act shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either the Act
or the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each manager of the Company shall have the same
rights to contribution as the Company, subject in each case to clause (y) of
this paragraph (d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made against
another party or parties under this paragraph (d), notify such party or
parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the principal amount of securities set forth opposite their names in
Schedule II hereto bears to the aggregate principal amount of Securities set
forth opposite the names of all the remaining Underwriters) the Securities
that the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate principal
amount of Securities that the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company. In the event of a default by
any Underwriter as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as the Underwriters
shall determine in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Underwriters, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time
(i) trading in any of the Company's securities shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by Federal or New York
State authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the United States financial markets is such as to make it, in the judgment of
the Underwriters, impracticable to market the Securities.
17
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or the Company
or any of the officers, managers or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriters, will be mailed,
delivered or telegraphed and confirmed to them at [ ], attention of:
[ ]; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
attention of: Secretary. No purchaser of any Securities from any Underwriter
or purchaser of any Contract Securities from the Company shall be deemed to
be a successor solely by reason of such purchase.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and managers and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
18
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
CHRYSLER FINANCIAL COMPANY L.L.C.
By:__________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
[NAME(S) of LEAD UNDERWRITERS]
BY: [ ]
For itself and the other Underwriters
named in Schedule II to the foregoing
Agreement.
By: _________________________
Name:
Title:
19
SCHEDULE I
Underwriting Agreement dated [ ]
Registration Statement No(s). [ ]
Title, Purchase Price and Description of Securities:
Title: [ ]
Principal amount and currency: $[ ]
Purchase price and currency (include accrued
interest or amortization, if any): Price to Public: [ ]
Underwriting Discount: [ ]%
Accrued interest, if any, [date] to date of delivery
Sinking fund provisions: [ ]
Redemption provisions: [ ]
Closing Date and Location: [ ]
Sch I-1
SCHEDULE II
Principal Amount
of Securities
Underwriters to be Purchased
------------ ----------------
[ ]........................................................
[ ]........................................................
[ ]........................................................
Total....................................................... $[ ]
Sch II-1
SCHEDULE III
DELAYED DELIVERY CONTRACT
[Date]
[Name/address
of Lead Representative]
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Chrysler Financial
Company L.L.C. (the "Company"), and the Company agrees to sell to the
undersigned, on , 19 (the "Delivery Date"), aggregate principal amount of the
Company's (the "Securities"), to be issued under an indenture dated as of , ,
between the Company and , as trustee, as supplemented to the date hereof. The
Securities are offered by the Company's Prospectus dated , 19 , and related
Prospectus Supplement dated , 19 , receipt of a copy of which is hereby
acknowledged. The Securities are offered at a purchase price of % of the
principal amount thereof, plus accrued interest or amortization of original
issue discount, if any, thereon from , 19 , to the date of payment and
delivery, and on the further terms and conditions set forth in this contract.
Payment for the Securities to be purchased by the undersigned
shall be made on or before 11:00 AM, New York City time, on the Delivery Date
to or upon the order of the Company by certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in next-day
funds or, if such funds are not available, in any other method for value on
the next succeeding business day, at your office or at such other place as
shall be agreed between the Company and the undersigned, upon delivery to the
undersigned of the Securities in definitive fully registered form and in such
authorized denominations and registered in such names as the undersigned may
request by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date. If no request
is received, the Securities will be registered in the name of the undersigned
and issued in a denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date, and the obligation of the
Company to sell and deliver Securities on the Delivery Date, shall be subject
to the conditions (and neither party shall incur any liability by reason of
the failure thereof) that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not prohibited
under the laws of the jurisdiction to which the undersigned is subject, and
(2) the Company, on or before the Delivery Date, shall have sold to certain
underwriters (the "Underwriters") such principal amount of Securities as is
to be sold to them pursuant to the Underwriting Agreement referred to in the
Prospectus Supplement mentioned above. Promptly after completion of such sale
to the Underwriters, the Company will mail or deliver to the undersigned at
its address set forth below notice to such effect, accompanied by a copy of
the opinion of counsel for the Company delivered to the Underwriters in
connection therewith. The obligation of the undersigned to take delivery of
and
Sch III-1
make payment for the Securities, and the obligation of the Company to
cause the Securities to be sold and delivered, shall not be affected by the
failure of any purchaser to take delivery of and make payment for the
Securities pursuant to other contracts similar to this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and, without limiting
the foregoing, need not be on a first come, first served basis. If this
contract is acceptable to the Company, it is required that the Company sign
the form of acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This will become a
binding contract between the Company and the undersigned, as of the date
first above written, when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Very truly yours,
___________________________________
(Name of Purchaser)
By:________________________________
(Signature and Title of Officer)
___________________________________
(Address)
Accepted:
Chrysler Financial Company L.L.C.
By:______________________________
(Authorized Signature)
Sch III-2
SCHEDULE IV
SUBSIDIARIES
OF
CHRYSLER FINANCIAL COMPANY L.L.C.
Sch IV-1
