Exhibit 4-DD
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
August 23, 1996, by and among U.S. Auto Receivables Company, a corporation
duly organized and existing under the laws of the State of Delaware and having
its principal office at 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the
"Company"), Chrysler Financial Corporation, a corporation duly organized and
existing under the laws of the State of Michigan and having its principal
office at 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Servicer"),
Manufacturers and Traders Trust Company, a banking corporation duly organized
and existing under the laws of the State of New York and having its principal
corporate trust office at Xxx X & X Xxxxx, Xxxxxxx, Xxx Xxxx 00000 (the
"Resigning Trustee"), and The Bank of New York, a banking corporation duly
organized and existing under the laws of the State of New York and having its
principal corporate trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Successor Trustee").
RECITALS:
WHEREAS, the CARCO Auto Loan Master Trust (the "Trust") was created as
of May 31, 1991 by a Pooling and Servicing Agreement dated that date by and
among Chrysler Auto Receivables Company ("CARCO"), Chrysler Credit Corporation
("CCC"), and the Resigning Trustee (the "Trust Agreement").
WHEREAS, an Assignment and Assumption Agreement, dated as of August 8,
1991, by and among CARCO, the Company and the Resigning Trustee, replaced
CARCO with the Company under the Trust Agreement as Seller.
WHEREAS, CCC was merged into the Servicer on December 31, 1995, and,
pursuant to Section 8.02 of the Trust Agreement, the Servicer assumed the
performance of every covenant and obligation of CCC under the Trust Agreement.
WHEREAS, the Resigning Trustee was named the Trustee of the Trust in
the Trust Agreement.
WHEREAS, the Trust has issued multiple series of asset backed
certificates ("Securities") representing ownership interests in the assets of
the Trust to numerous investors (the "Holders").
WHEREAS, Section 11.07 of the Trust Agreement provides that the
Trustee may at any time resign by giving written notice of such resignation to
the Company, effective upon the acceptance by a successor trustee of its
appointment as a successor trustee;
WHEREAS, Section 11.07 of the Trust Agreement provides that, if the
Trustee shall resign, the Company shall promptly appoint a successor Trustee;
WHEREAS, Section 11.08 of the Trust Agreement provides that any
successor trustee appointed in accordance with the Trust Agreement shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment under the Trust Agreement, and
thereupon the resignation of the predecessor trustee shall become effective
and
2
such successor trustee, without any further act, deed of conveyance, shall
become fully vested with all rights, powers, duties and obligations of the
predecessor trustee under the Trust Agreement, with like effect as if
originally named as Trustee;
WHEREAS, the Company desires to appoint Successor Trustee as Trustee
to succeed Resigning Trustee under the Trust Agreement; and
WHEREAS, Successor Trustee is willing to accept such appointment as
successor trustee, under the Trust Agreement;
NOW, THEREFORE, the Company, the Servicer, the Resigning Trustee and
the Successor Trustee, for and in consideration of the premises and of other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby consent and agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
---------------------
SECTION 1.01. Pursuant to Section 11.07 of the Trust Agreement,
Resigning Trustee hereby notifies the Company and the Servicer that Resigning
Trustee is hereby resigning as Trustee under the Trust Agreement and the
Supplements.
SECTION 1.02. Resigning Trustee hereby represents and warrants to
Successor Trustee, the Company and the Servicer that:
3
(a) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by Resigning Trustee, or to the
best of the knowledge of the Resigning Trustee, by the Holders
of the percentage in aggregate principal amount of the
Securities required by the Trust Agreement or any Supplement to
effect any such waiver.
(b) There is no action, suit or proceeding pending, or, to the best
of the knowledge of the Resigning Trustee, threatened against
Resigning Trustee before any court or any governmental
authority arising out of any action or omission by Resigning
Trustee as Trustee under the Trust Agreement or any Supplement.
(c) As of the effective date of this Agreement, the Resigning
Trustee will hold no property under the Trust Agreement or any
Supplement.
(d) Pursuant to Section 6.02 of the Trust Agreement,
Resigning Trustee has duly authenticated and delivered
Securities in the aggregate principal amount and in the
series and classes as listed on Schedule A attached
hereto as of the effective date of this Agreement,
those Securities and the series and classes which
remain outstanding as of the effective date of this
Agreement being duly noted on such schedule.
(e) Each person who so authenticated the Securities was duly
elected, qualified and acting as an officer of Resigning
Trustee and empowered to authenticate the Securities at the
respective times of such authentication and the signature of
such person or
4
persons appearing on such Securities is each such
person's genuine signature.
(f) The Resigning Trustee has full power, authority and right to
execute, deliver and perform this Agreement; and this Agreement
has been duly authorized, executed and delivered by the
Resigning Trustee and constitutes its legal, valid and binding
obligation enforceable by its terms.
(g) To the best of the knowledge of the Resigning Trustee, no event
has occurred and is continuing which is, or after notice or
lapse of time would become, a Servicer Default under Section
10.01 of the Trust Agreement.
SECTION 1.03. Resigning Trustee hereby assigns, transfers, delivers
and confirms to Successor Trustee all right, title and interest of Resigning
Trustee in and to the Trust Agreement, the Supplements and the Trust Assets.
Resigning Trustee shall execute and deliver such further instruments and shall
do such other things as Successor Trustee may reasonably require so as to more
fully and certainly vest and confirm in Successor Trustee all the rights,
trusts and powers hereby assigned, transferred, delivered and confirmed to
Successor Trustee as Trustee.
SECTION 1.04. Resigning Trustee shall deliver to Successor Trustee, as
of the effective date hereof, all of the documents listed on Exhibit A hereto.
SECTION 1.05. Resigning Trustee shall transfer and deliver
to Successor Trustee, for deposit in, or crediting to, as
5
applicable, the corresponding New Account (as defined in Section 3.02 of this
Agreement), any monies (including accrued interest thereon) (the "Monies") on
deposit in, and Eligible Investments credited to, the Collection Account, any
Series Accounts and any other accounts with respect to the Trust existing in
its name or in the name of the Trust with respect to the Trust or any series
of Securities (the " Old Accounts"), and shall close and terminate the Old
Accounts, all as of the effective date of this Agreement.
SECTION 1.06. Resigning Trustee shall cooperate fully with the
Servicer in connection with the obligations set forth in Section 3.03 of this
Agreement and will execute any and all douments reasonably required to fulfill
the intent of that section.
ARTICLE TWO
THE COMPANY
-----------
SECTION 2.01. The Company hereby accepts the resignation of Resigning
Trustee as Trustee under the Trust Agreement and the Supplements.
SECTION 2.02. The Company hereby appoints Successor Trustee as Trustee
under the Trust Agreement and the Supplements to succeed to, and hereby vests
Successor Trustee with, all the rights, powers, duties and obligations of
Resigning Trustee under the Trust Agreement and the Supplements with like
effect as if originally named as Trustee in the Trust Agreement and the
Supplements.
6
SECTION 2.03. Immediately after the effective date of this Agreement,
the Company, through the Successor Trustee, shall cause a notice,
substantially in the form of Exhibit B annexed hereto, to be sent to each
Holder of the Securities and each Rating Agency in accordance with the
provisions of Section 11.08 of the Trust Agreement.
SECTION 2.04. The Company hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Company is a corporation duly and validly organized and
existing pursuant to the laws of the State of Delaware.
(b) The Trust Agreement and the Supplements were validly and
lawfully executed and delivered by the Company and the
Securities were validly issued by the Trust.
(c) The Company has performed or fulfilled prior to the date hereof
each covenant, agreement, condition, obligation and
responsibility of the Company under the Trust Agreement and the
Supplements.
(d) No event has occurred and is continuing which is, or after
notice or lapse of time would become, a Servicer Default under
Section 10.01 of the Trust Agreement.
(e) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by the Company, or to the best
of the Company's knowledge, by Holders of the percentage in
aggregate principal amount of the Securities required by the
Trust Agreement or any Supplement to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to
7
the best of the Company's knowledge, threatened against the
Company before any court or any governmental authority arising
out of any action or omission by the Company under the Trust
Agreement or any Supplement.
(g) The Company has full power, authority and right to execute,
deliver and perform this Agreement; and this Agreement has been
duly authorized, executed and delivered by the Company and
constitutes a legal, valid and binding obligation enforceable
by its terms.
(h) All conditions precedent set forth in the Trust Agreement
relating to the appointment of The Bank of New York as
successor Trustee under that agreement and the Supplements have
been complied with by the Company.
SECTION 2.05. The Company shall cooperate fully with the Servicer in
connection with the obligations set forth in Section 3.03 of this Agreement
and will execute any and all documents reasonably required to fulfill the
intent of that section.
ARTICLE THREE
THE SERVICER
------------
SECTION 3.01. The Servicer hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Servicer is a corporation duly and validly organized and
existing pursuant to the laws of the State of Michigan.
(b) The Trust Agreement and the Supplements were validly
8
and lawfully executed and delivered by the Servicer.
(c) The Servicer has performed or fulfilled prior to the
date hereof each covenant, agreement, condition, obligation and
responsibility of the Servicer under the Trust Agreement and
the Supplements.
(d) No event has occurred and is continuing which is, or after
notice or lapse of time would become, a Servicer Default under
Section 10.01 of the Trust Agreement.
(e) No covenant or condition contained in the Trust Agreement or
any Supplement has been waived by the Servicer, or to the best
of the Servicer's knowledge, by Holders of the percentage in
aggregate principal amount of the Securities required by the
Trust Agreement or any Supplement to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best
of the Servicer's knowledge, threatened against the Servicer
before any court or any governmental authority arising out of
any action or omission by the Servicer under the Trust
Agreement or the Supplement.
(g) The Servicer has full power, authority and right to execute,
deliver and perform this Agreement; and this Agreement has been
duly authorized, executed and delivered by the Servicer and
constitutes is legal, valid and binding obligation enforceable
by its terms.
SECTION 3.02. The Servicer shall establish, with the Successor
Trustee, an Eligible Deposit Account, in the name of the Trust, bearing a
designation clearly indicating that the
9
funds deposited therein are held for the benefit of the applicable
Certificateholders and other Beneficiaries, in substitution for each of the
Old Accounts (such substitute accounts, the "New Accounts"), all as of the
effective date of this Agreement.
SECTION 3.03. The Servicer shall file such UCC financing statements
and amendments as may be necessary to reflect the resignation of Resigning
Trustee as Trustee of the Trust and the appointment of Successor Trustee as
Trustee of the Trust, all as of the effective date of this Agreement, and
deliver to the Successor Trustee stamped copies of, or filing receipts for,
such financing statements as soon as they are available.
ARTICLE FOUR
THE SUCCESSOR TRUSTEE
---------------------
SECTION 4.01. Successor Trustee hereby represents and warrants to
Resigning Trustee, the Company and the Servicer that:
(a) Successor Trustee is eligible under the provisions of Section
11.06 of the Trust Agreement and the Supplements to act as
Trustee under the Trust Agreement and the Supplements.
(b) The Successor Trustee has full power, authority and right to
execute, deliver and perform this Agreement; and this Agreement
has been duly authorized, executed and delivered by the
Successor Trustee and constitutes its legal, valid and binding
obligation.
10
(c) The Successor Trustee is a banking corporation organized,
existing and in good standing under the laws of the State of
New York.
SECTION 4.02. Successor Trustee hereby accepts its appointment as
successor Trustee under the Trust Agreement and the Supplements and accepts
the rights, powers, duties and obligations of Resigning Trustee as Trustee
under the Trust Agreement and the Supplements, upon the terms and conditions
set forth therein, with like effect as if originally named as Trustee under
the Trust Agreement.
SECTION 4.03. References in the Trust Agreement and any Supplements to
"Corporate Trust Office" or other similar terms shall be deemed to refer to
the Corporate Trust Office of Successor Trustee at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 or any other office of Successor Trustee at which, at any
particular time, its corporate trust business shall be administered.
SECTION 4.04. Successor Trustee shall accept from Resigning Trustee
the Monies and Eligible Investments on deposit in, or credited to, each Old
Account and shall deposit or credit, as applicable, such Monies and Eligible
Investments to the corresponding New Account, all as of the effective date of
this Agreement.
SECTION 4.05. Successor Trustee shall cooperate fully with
the Servicer in connection with the obligations set forth in
11
Section 3.03 of the Agreement and will execute any and all documents
reasonably required to fulfill the intent of that section.
ARTICLE FIVE
MISCELLANEOUS
-------------
SECTION 5.01. Except as otherwise expressly provided herein or unless
the context otherwise requires, all terms used herein which are defined in the
Trust Agreement shall have the meaning assigned to them in the Trust
Agreement.
SECTION 5.02. This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of the opening of business on
August 23, 1996.
SECTION 5.03. Resigning Trustee hereby acknowledges payment or
provision for payment in full by the Servicer of compensation for all services
rendered by Resigning Trustee under the Trust Agreement and the Supplements
and reimbursement in full by the Servicer of the expenses, disbursements and
advances incurred or made by Resigning Trustee in accordance with the Trust
Agreement and the Supplements. Resigning Trustee acknowledges that it
relinquishes any lien it may have upon all property or funds held or collected
by it to secure any amounts due it under the Trust Agreement or any
Supplement. The Servicer acknowledges its obligation set forth in Section 8.04
of the Trust Agreement to indemnify and hold harmless the Trust, for the
benefit of the Certificateholders and the other Beneficiaries, and the
Resigning
12
Trustee, from and against any loss, liability, expense, damage or injury
suffered or sustained by reason of any acts, omissions or alleged acts or
omissions arising out of activities of the Servicer, the Trust or the
Resigning Trustee pursuant to the Trust Agreement, including any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim, subject, however to the exceptions set forth therein, and
acknowledges that such obligations shall survive the resignation and
replacement of the Resigning Trustee.
SECTION 5.04. This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Trust
Agreement.
SECTION 5.05. This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
SECTION 5.06. The Company, the Servicer, the Resigning Trustee and the
Successor Trustee hereby acknowledge receipt of an executed and acknowledged
counterpart of this Agreement and the effectiveness thereof.
13
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged
and their respective seals to be affixed thereunto and duly attested all as of
the day and year first above written.
[SEAL] U.S. AUTO RECEIVABLES COMPANY
Attest:
By: /s/ X. X. Xxxxx
------------------------------
Name: X. X. Xxxxx
/s/ X. X. Xxxxxxx Title:Assistant Treasurer
-------------------
Assistant Secretary
[SEAL] MANUFACTURERS AND
TRADERS TRUST COMPANY
---------------------
Resigning Trustee
Attest:
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx Title: Asst Vice President
-------------------
Authorized Officer
[SEAL] THE BANK OF NEW YORK
------ --------------------
Successor Trustee
Attest:
By: /s/ Xxxx X. Xxxxx
---------------------
/s/ X. Xxxxx Name: Xxxx X. Xxxxx
------------------ Title: Vice President
Authorized Officer
[SEAL] CHRYSLER FINANCIAL CORPORATION
Attest: By: /s/ X. X. Xxxxx
----------------------------
Name: X. X. Xxxxx
/s/ X. X. Xxxxxxx Title:Assistant Treasurer
--------------------
Assistant Secretary
14
STATE OF NEW YORK )
)SS:
COUNTY OF NEW YORK )
On the day of , 1996, before me personally came
to me known, who, being by me duly sworn,
did depose and say that he/she resides at
; that he/she is
of THE BANK OF NEW YORK, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation, and that he/she signed his/her name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxx
---------------------
Notary Public
Xxxxxxx X. Xxxxxx
Notary Public, State of New York
No. 01AU5022741
Qualified in Queens County
Commission Expires Jan. 18, 0000
XXXXX XX XXX XXXX )
)SS:
COUNTY OF ERIE )
On the 23rd day of August 1996, before me personally came Xxxxxx X. Xxxxxxx to
me known, who, being by me duly sworn, did depose and say that he/she resides
at 000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx, 00000 ; that he/she of Manufacturer
and Traders Trust Company, one of the corporations described in and which
executed the above instrument; that he/she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------
Notary Public
Xxxxxxx X. Xxxxxxx
Notary Public, State of New York
Qualified in Erie County
My Commission Expires May 31, 0000
XXXXX XX XXXXXXXX )
)SS:
COUNTY OF OAKLAND )
On the 23rd day of August , 1996, before me personally came Xxxxx X. Xxxxx to
me known, who being by me duly sworn, did depose and say that he/she resides
at 0000 Xxxxxxxxx, Xxxx, XX 00000 ; that he/she is
of U.S. Auto Receivables Company,
one of the corporations described in and which executed the above instrument;
that he/she knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
the authority of the Board of Directors of said corporation; and that he/she
signed his/her name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Notary Public
Xxxxxxx X. Xxxxxxxx
Notary Public, Macomb County, Michigan
Acting in Oakland County
My Commission Expires October 1, 0000
XXXXX XX XXXXXXXX )
)SS:
COUNTY OF OAKLAND )
On the 23rd day of August , 1996, before me personally came Xxxxx X. Xxxxx to
me known, who being by me duly sworn, did depose and say that he/she resides
at 0000 Xxxxxxxxx, Xxxx, XX 00000 ; that he/she is of Chrysler Financial
Corporation, one of the corporations described in and which executed the above
instrument; that he/she knows the corporate seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by the authority of the Board of Directors of said corporation; and that
he/she signed his/her name thereto by like authority.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Notary Public
Xxxxxxx X. Xxxxxxxx
Notary Public, Macomb County, Michigan
Acting in Oakland County
My Commission Expires October 1, 2000
EXHIBIT A
Documents to be delivered to Successor Trustee
1. Conformed copy of Pooling and Servicing Agreement, dated as
of May 31, 1991, among Chrysler Auto Receivables Company,
Chrysler Credit Corporation and Manufacturers and Traders
Trust Company, as Trustee, as amended by a First Amendment
dated as of August 6, 1992 and a Second Amendment dated
September 21, 1993, and Series Supplements to the Pooling
and Servicing Agreement for all issued series of Securities
issued by the Trust as listed on Schedule A.
2. Conformed copy of Assignment and Assumption Agreement, dated
as of August 8, 1991, among Chrysler Auto Receivables
Company, U.S. Auto Receivables Company and Manufacturers and
Traders Trust Company, as Trustee.
3. Conformed copy of the Receivables Purchase Agreement, dated
as of May 31, 1991, between Chrysler Auto Receivables
Company and Chrysler Credit Corporation.
4. Copies of the reports on Form 10-K for the year ended December 31,
1995 and on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996 as filed by the Trust with the Securities and Exchange
Commission.
5. A copy of the most recent Annual Servicer Certificate
delivered pursuant to Section 3.05 of the Trust Agreement.
6. Copies of all Distribution Date Statements delivered since
December 31, 1995.
7. Copies of any official notices sent by the Trustee to the holders of
the Securities pursuant to the terms of the Trust Agreement or any
Series Supplement during the past twelve months.
8. Copy of microfiche listing the current Accounts forming the
corpus of the Trust
EXHIBIT B
[COMPANY LETTERHEAD]
NOTICE
To the Holders of
Investor Certificates
of CARCO Auto Loan Master Trust
NOTICE IS HEREBY GIVEN, pursuant to Section 11.08 of the Pooling and
Servicing Agreement dated as of May 31, 1991 by and between Chrysler Auto
Receivables Company, as Seller (U.S. Auto Receivables Company, as successor)
(the "Company"), Chrysler Credit Corporation (now known as Chrysler Financial
Corporation), as Servicer, and Manufacturers and Traders Trust, as Trustee,
(the "Pooling and Servicing Agreement") that Manufacturers and Traders Trust
Company has resigned as Trustee under the Pooling and Servicing Agreement.
Pursuant to Section 11.08 of the Pooling and Servicing Agreement, The
Bank of New York, a banking corporation duly organized and existing under the
laws of the State of New York, has accepted appointment as Trustee under the
Pooling and Servicing Agreement. The address of the Corporate Trust Office of
The Bank of New York is 000 Xxxxxxx Xxxxxx, Xxx Xxxx.
Manufacturers and Traders Trust Company's resignation as Trustee and The Bank
of New York's appointment as successor Trustee were effective as of the
opening of business on August 23, 1996.
Dated: August 23, 1996
Very truly yours,
U.S. Auto Receivables Company,
as successor to Chrysler Auto
Receivables Company
By:___________________________
Name:
Title:
cc: Rating Agencies
Schedule A
List of Series of Securities issued
by CARCO Auto Loan Master Trust
Original Size Outstanding
Date Title (in millions) (in millions)
---- ----- ------------- -------------
May-91 CARCO Master Trust 1991-1 400
Jul-91 CARCO Master Trust 1991-2 250
CARCO Master Trust 1991-3 750
Dec-91 CARCO Master Trust Series A 300
Mar-92 CARCO Master Trust Series B 350
May-92 CARCO Master Trust Series C 150
Jul-92 CARCO Master Trust 1992-1 400
Oct-92 CARCO Master Trust 1992-2 400 400
Feb-93 CARCO Master Trust 1993-1 250 250
Nov-93 CARCO Master Trust 1993-2 500 500
Oct-94 CARCO Master Trust 1994-1 500 500
Dec-94 CARCO Master Trust 1994-2 500 500
Dec-94 CARCO Master Trust 1994-3(EURO) 350 350
Jan-95 CARCO Master Trust 1995-1 600 600
Mar-95 CARCO Master Trust 1995-2 600 600
May-95 CARCO Master Trust 1995-3 500 500
May-95 CARCO Master Trust 1995-4 500 500
CARCO Master Trust 1995-4A 500 500
Dec-95 CARCO Master Trust 1995-5 250 250
------ ------
$8,050 $5,450
====== ======
