EXHIBIT 1.C
CHRYSLER FINANCIAL COMPANY L.L.C.
Debt Securities
FORM OF
, dated as of ____________ __, 19__ between
Chrysler Financial Company L.L.C., a Michigan limited liability company (the
"Company"), and [insert name of Remarketing Agent] (the "Remarketing Agent")
WITNESSETH:
WHEREAS, the Company will issue [insert principal amount in
designated currency] aggregate principal amount of its [insert title of
series of debt securities] (the "Securities") under the indenture dated as of
February 15, 1988, as supplemented by a first supplemental indenture dated as
of March 1, 1988, a second supplemental indenture dated as of September 7,
1990 and a third supplemental indenture dated as of May 4, 1992, each between
Chrysler Financial Corporation ("CFC") and Manufacturers Hanover Trust
Company, which has been succeeded by United States Trust Company of New York
as successor trustee (the "Trustee", which term includes any successor
Trustee under such indenture), and a fourth supplemental indenture dated as
of 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"); and
WHEREAS, the Securities are to be offered to the public initially
by [insert description of initial underwriter(s), e.g., "the Remarketing
Agent" or "a syndicate of underwriters represented by the Remarketing
Agent"]; and
WHEREAS, the Company has requested the Remarketing Agent to
perform the services described herein and the Remarketing Agent is willing to
perform such services on the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not defined in
this Agreement shall have the meanings assigned to them in the Indenture.
Section 2. Appointment and Obligations of Remarketing Agent. The
Company hereby appoints the Remarketing Agent exclusively, and the
Remarketing Agent hereby accepts such appointment, (a) to recommend to the
Company [insert terms of Securities as to which advice is to be given with
respect to each Subsequent Interest Period] as provided in the Indenture and
(b) if, on a Rate Determination Date, the Company and the Remarketing Agent
agree on the remarketing underwriting fees to be paid by the Company to the
Remarketing Agent
and any other remarketing underwriters and [insert any other conditions
precedent, including terms of the Securities upon which the Company and the
Remarketing Agent must agree], to enter into a remarketing underwriting
agreement (each a "Remarketing Underwriting Agreement") with the Company,
substantially in the form attached hereto as Exhibit A (with such changes as
the Company and the Remarketing Agent may agree upon from time to time),
pursuant to which the Remarketing Agent, either as the sole remarketing
underwriter or as the representative of a syndicate including the Remarketing
Agent and one or more other remarketing underwriters designated by the
Remarketing Agent, will agree, subject to the terms and conditions set forth
therein, that the Remarketing Agent and any such other remarketing
underwriters will purchase severally the Securities to be sold by the Holder
or Holders thereof on the Commencement Date of the appropriate Subsequent
Interest Period and remarket such Securities (each such purchase and
remarketing being hereinafter referred to as a "Remarketing").
Section 3. Remarketing Agent Fees. With respect to each Subsequent
Interest Period, the Remarketing Agent shall receive from the Company a
remarketing agent fee equal to ____% of the difference between (i) the
aggregate principal amount of Securities outstanding on the date by which the
Remarketing Agent must recommend the terms specified in Section 2(a) with
respect to such Subsequent Interest Period and (ii) the aggregate principal
amount of the Securities to be purchased in the related Remarketing, as set
forth in the applicable Remarketing Underwriting Agreement. Payment of any
such remarketing agent fee shall be made by the Company on the remarketing
closing date under the applicable Remarketing Underwriting Agreement in
next-day funds to or upon the order of the Remarketing Agent by certified or
official bank check or checks or by wire transfer. Any such remarketing agent
fee shall be payable notwithstanding any failure to consummate such
Remarketing, other than by reason of a default by the remarketing underwriter
or underwriters under such Remarketing Underwriting Agreement. Each such
remarketing agent fee shall be in addition to any fee or other compensation
that the Company may be obligated to pay the Remarketing Agent in any
capacity under such Remarketing Underwriting Agreement.
Section 4. Replacement and Resignation of Remarketing Agent. (a)
With respect to any Subsequent Interest Period, the Company may in its
absolute discretion replace the Remarketing Agent in its capacity hereunder
by giving notice to the Remarketing Agent prior to 3:00 p.m., New York City
time, on the date by which the Remarketing Agent must recommend the terms
specified in Section 2(a) with respect to such Subsequent Interest Period.
Any such replacement shall become effective upon the Company's appointment of
a successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent with respect to such Subsequent Interest
Period. Upon providing such notice to the Remarketing Agent, the Company
shall use its best efforts to appoint such a successor and to enter into a
with such successor as soon as reasonably practicable.
(b) The Remarketing Agent may resign at any time and be discharged
from its duties and obligations hereunder. Any such resignation shall become
effective upon the Company's appointment of a successor to perform the
services that would otherwise be performed hereunder by the Remarketing
Agent. Upon receiving notice from the Remarketing Agent
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that it wishes to resign hereunder, the Company shall appoint such a
successor and enter into a with it as soon as
reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent, when
acting hereunder or under any Remarketing Underwriting Agreement or acting in
its individual or any other capacity, may to the extent permitted by law,
buy, sell, hold or deal in any of the Securities. With respect to any
Securities owned by it, the Remarketing Agent may exercise any vote or join
in any action with like effect as if it did not act in any capacity
hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial
or other transaction with the Company as freely as if it did not act in any
capacity hereunder.
Section 6. Registration Statement and Prospectus. In connection
with each Remarketing, if and to the extent required (in the opinion of
counsel for either the Remarketing Agent or the Company) by applicable law,
regulations or interpretations in effect at the time of such Remarketing, the
Company shall have a registration statement relating to the Securities
effective under the Securities Act of 1933 by the applicable Rate
Determination Date, shall furnish a current prospectus to be used in such
Remarketing by the remarketing underwriter or underwriters under the
applicable Remarketing Underwriting Agreement, and shall pay all expenses
relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations. (a)
The obligations of the Remarketing Agent and any other remarketing
underwriters to purchase and remarket Securities shall be subject to the
terms and conditions of the applicable Remarketing Underwriting Agreement.
If at any time during the term of this Agreement, any Event of
Default, or event that with the passage of time or the giving of notice or
both would become an Event of Default, has occurred and is continuing under
the Indenture, then the obligations and duties of the Remarketing Agent under
this Agreement shall be suspended until such default or event has been cured.
The Company will cause the Trustee to give the Remarketing Agent notice of
all such defaults and events of which the Trustee is aware.
Section 8. Termination of . This Agreement
shall terminate as to the Remarketing Agent on the effective date of its
replacement pursuant to Section 4(a) hereof or its resignation pursuant to
Section 4(b) hereof. Notwithstanding any such termination, the obligations
set forth in Section 3 hereof shall survive and remain in full force and
effect until all amounts payable under said Section 3 shall have been paid in
full.
Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent hereunder shall be determined
solely by the express provisions of this Agreement and any applicable
Remarketing Underwriting Agreement.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
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Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided
herein, this Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations of
the Company hereunder may not be assigned or delegated to any other person
without the prior written consent of the Remarketing Agent. The rights and
obligations of the Remarketing Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the
Company. This Agreement shall inure to the benefit of and be binding upon the
Company and the Remarketing Agent and their respective successors and
assigns. The terms "successors" and "assigns" shall not include any purchaser
of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that
such section headings are not a part of this Agreement and will not be used
in the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement shall
be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or
pursuant hereto shall be made in writing or transmitted by any standard form
of telecommunication, including telephone, telegraph or telecopy, and
confirmed in writing. All written notices and confirmations of notices by
telecommunication shall be deemed to have been validly given or made when
delivered or mailed, registered or certified mail, return receipt requested
and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to Chrysler
Financial Company L.L.C., 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Secretary; and if to the Remarketing Agent, to (insert address of
Remarketing Agent], or to such other address as either of the above shall
specify to the other in writing.
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IN WITNESS WHEREOF, each of the Company and the Remarketing Agent
has caused this Agreement to be executed in its name and on its behalf by one
of its duly authorized officers as of the date first above written.
CHRYSLER FINANCIAL COMPANY L.L.C.
By _______________________________
Title:
[INSERT NAME OF REMARKETING AGENT]
By________________________________
Title:
Exhibit A to
CHRYSLER FINANCIAL COMPANY L.L.C.
[Insert title of Debt Securities]
FORM OF REMARKETING UNDERWRITING AGREEMENT
New York, New York
[Date]
[Insert Name(s)/Address(es) of
Remarketing Representatives]
Dear Sirs:
Chrysler Financial Company L.L.C., a Michigan limited liability
company (the "Company"), proposes to remarket through the underwriter or
underwriters named in Schedule II hereto (the "Remarketing Underwriters"),
for whom you are acting as representative or representatives (the
"Remarketing Representatives"), its securities identified in Schedule I
hereto (the "Securities") in the principal amount set forth in Schedule I
hereto (the "Remarketed Securities"). The Securities were issued under the
indenture identified in Schedule I hereto. If you are the sole underwriter or
underwriters named in Schedule II hereto, all references herein to the
Remarketing Representatives shall be deemed to refer to the Remarketing
Underwriters.
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the underwriting
agreement identified in Schedule I hereto (the "Underwriting Agreement").
2. Registration Statement and Prospectus. If required (in the
opinion of counsel to either the Remarketing Underwriters or the Company) by
applicable law, the Company has filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form
S-3 (the file number of which is set forth in Schedule I hereto), including a
prospectus, relating to the Securities. Such registration statement, as
amended to the date of this Agreement, is hereinafter referred to as the
"Registration Statement", the prospectus included in the Registration
Statement is hereinafter referred to as the "Basic Prospectus" and the Basic
Prospectus, as amended or supplemented to the date of this Agreement to
relate to the Securities and to the remarketing of the Remarketed Securities,
is hereinafter referred to as the "Final Prospectus" (including in each case
all documents incorporated by reference).
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3. Provisions Incorporated by Reference. (a) The provisions of the
following sections of the Underwriting Agreement shall be incorporated in
their entirety into this Agreement and made applicable to the obligations of
the Remarketing Underwriters, except as explicitly amended hereby: Sections
1, 5, 6, [7,] [8,] [9,] [10,] [11,] [12,] [13] and [14].
(b) With respect to the provisions of the Underwriting Agreement
incorporated herein, for the purposes hereof, (i) all references therein to
the "Underwriter" or "Underwriters" or the "Representative" or
"Representatives", as the case may be, shall be deemed to refer to the
Remarketing Underwriters and the Remarketing Representatives, respectively;
(ii) all references therein to the "Securities" which are the subject thereof
shall be deemed to refer to the Remarketed Securities, except that the
reference to the "Securities" in Section 6(b)(v) thereof shall be deemed to
refer to the Securities as defined herein; (iii) all references therein to
the "Closing Date" shall be deemed to refer to the Remarketing Closing Date
specified in Schedule I hereto (the "Remarketing Closing Date"); (iv) all
references therein to the "Registration Statement", the "Basic Prospectus"
and the "Final Prospectus" shall be deemed to refer to the Registration
Statement, the Basic Prospectus and the Final Prospectus, respectively, as
defined herein; (v) all references therein to the "Subsidiaries" shall be
deemed to refer to the subsidiaries of the Company referred to in Schedule
III hereto; (vi) only the Debt Securities identified in Schedule I hereto
shall be excluded from the provisions of Section 5(f) thereof; [(vii) the
certificate of the Company referred to in Section 6(d) thereof shall be
signed by the ________ or the __________________________ or the President and
the Treasurer, an Assistant Treasurer or the principal accounting officer of
the Company; (viii) the certificate of Chrysler Corporation referred to in
Section 6(e) thereof shall be signed by an executive officer of Chrysler
Corporation, and the reference to the heading "Information Concerning
Chrysler Corporation" in said Section 6(e) shall be deemed to refer to the
heading "Chrysler Corporation";] [(vii)][(ix)] the reference to the heading
"Plan of Distribution" in Section 8(b) thereof shall be deemed to refer to
the heading "Remarketing"; and [(viii)][(x)] the phrase "the underwriting
discount bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto" in Section 8(d) thereof is
stricken and replaced with the phrase "the sum of the Remarketing
[Underwriting] Fee and any Offering Reimbursement Amount bears to the
purchase price of the Remarketed Securities" and all references to
"underwriting discount" in said Section 8(d) shall be deemed to refer to "the
sum of the Remarketing [Underwriting] Fee and any Offering Reimbursement
Amount".
4. Purchase and Sale; Remarketing [Underwriting] Fee and offering
Reimbursement Amount. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth or incorporated
herein, each Remarketing Underwriter agrees, severally and not jointly, to
purchase from the [Company] [registered holder or holders thereof], in the
manner specified in Section 5 hereof, the principal amount of Remarketed
Securities set forth [in Schedule I] (opposite such Remarketing Underwriter's
name in Schedule II) hereto at a purchase price equal to [100]% of such
principal amount. In connection therewith, the Company agrees, in the manner
specified in Section 5 hereof, to pay to the Remarketing Underwriters a
remarketing [underwriting] fee equal to the percentage specified in Schedule
I hereto of the principal amount of the Remarketed Securities purchased by
the
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Remarketing Underwriters pursuant to this Agreement (the "Remarketing
[Underwriting] Feel') and to reimburse the Remarketing Underwriters for the
difference (if any) between the purchase price of [100] referred to above and
the initial public offering price of the Remarketed Securities (the "Offering
Reimbursement Amount").
5. Delivery and Payment. Delivery of and payment for the
Remarketed Securities and payment of the Remarketing [Underwriting] Fee and
any Offering Reimbursement Amount shall be made on the Remarketing Closing
Date at the location and time specified in Schedule I hereto (or such later
date not later than five business days after such date as the Remarketing
Representatives shall designate), which date and time may be postponed by
agreement between the Remarketing Representatives and the Company or as
provided in Section [9] of the Underwriting Agreement, as incorporated herein
by Section 3 hereof. Delivery of the Remarketed Securities and payment of the
Remarketing [Underwriting] Fee and any Offering Reimbursement Amount shall be
made to the Remarketing Representatives for the respective accounts of the
several Remarketing Underwriters against payment by the several Remarketing
Underwriters through the Remarketing Representatives of the purchase price of
the Remarketed Securities [to or upon the order of the [Company] [Trustee]
[registered holder or holders of the Remarketed Securities] by certified or
official bank check or checks drawn on or by a New York Clearing House bank
and payable in next-day funds] [in immediately available funds by wire
transfer to an account or accounts designated by the [Company] [Trustee]
[registered holder or holders of the Remarketed Securities]] or, if the
Remarketed Securities are represented by a Global Security, by any method of
transfer agreed upon by the Remarketing Representatives and the Depositary
for the Securities under the Indenture. Payment of the Remarketing
[Underwriting] Fee and any Offering Reimbursement Amount shall be made by the
Company in immediately available funds by wire transfer to an account or
accounts designated by the Remarketing Representatives.
[It is understood that any registered holder or, if the Remarketed
Securities are represented by a Global Security, any beneficial owner, that
has an account at one of the Remarketing Underwriters and tenders its
Remarketed Securities through such account will not be required to pay any
fee or commission to the Remarketing Underwriters.]
If the Remarketed Securities are not represented by a Global
Security, certificates for the Remarketed Securities shall be registered in
such names and denominations as the Remarketing Representatives may request
not less than three full business days in advance of the Remarketing Closing
Date, and the Company agrees to have such certificates available for
inspection, packaging and checking by the Remarketing Representatives in New
York, New York, not later than 1:00 P.M. on the Business Day prior to the
Remarketing Closing Date.
[6. Certain Terms Related to the Next Subsequent Interest Period.
It is agreed that the terms specified in Schedule I hereto shall be
applicable to the Securities for the Subsequent Interest Period beginning on
the Remarketing Closing Date.]
[6][7]. Additional Conditions to the Remarketing Underwriters'
Obligations. This Agreement shall be subject to termination in the absolute
discretion of the Remarketing
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Representatives, by notice given to the Company prior to delivery of and
payment for the Remarketed Securities, if prior to such time (i) there shall
have occurred a material adverse change in the condition, financial or
otherwise, or in the earnings, 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, or (ii)
there shall have been any decrease in the ratings of any of the Company's
debt securities, or any action threatening such a decrease, by Xxxxx'x
Investors Service, Inc. or Standard & Poor's Corporation.
[8][9] Notices. All communications hereunder will be in writing
and effective only on receipt and, if sent to the Remarketing
Representatives, will be mailed, delivered, telecopied or telegraphed and
confirmed to them at [Insert address(es) of the Remarketing Representatives],
or, if sent to the Company, will be mailed, delivered, telecopied or
telegraphed and confirmed to it at 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000, attention of ________ _______________, Esq.
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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 Remarketing Underwriters.
Very truly yours,
CHRYSLER FINANCIAL COMPANY L.L.C.
By ______________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
[INSERT NAME(S) OF
REMARKETING REPRESENTATIVES]
By _______________________________
Title:
For [itself] [themselves] and the
other several Remarketing
Underwriters, if any, named in
Schedule II to the foregoing
Agreement.
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SCHEDULE I
Remarketing Underwriting Agreement dated
between Chrysler Financial Company L.L.C. and
Underwriting Agreement dated
between Chrysler Financial Company L.L.C. and
Indenture dated as of
between Chrysler Financial Company L.L.C. and
, as Trustee
Registration Statement No. 333-
Title of Securities:
Principal Amount of Remarketed Securities: $
Remarketing [Underwriting] Fee: ($ )
[Terms of Securities for next Subsequent Interest Period:
Rate of Determination Date:
Commencement Date:
New Interest Rate:
Subsequent Interest Period: to
Other terms:]
Remarketing Closing Date, Time and Location:
Debt Securities excluded from the
provisions of Section 5(f) of said
Underwriting Agreement, as
incorporated by Section 3(vi) of
said Remarketing Underwriting
Agreement:
Sch I-1
