EXHIBIT 10-PPPP
TERMS SCHEDULE
In Respect of
Chrysler Credit Canada Ltd. Purchase 1995-1
In consideration of the mutual covenants contained and incorporated
herein, the undersigned hereby agree as follows:
1. INTERPRETATION. Section 2.1(1) of the Master Receivables Purchase
Agreement (the "MRPA") dated as of November 29, 1994 between the undersigned
provides that the undersigned may execute and deliver a Terms Schedule which,
upon such execution and delivery, shall evidence their binding agreement with
respect to the purchase and sale of Secured Loans and Related Secured Loan
Rights. This executed Terms Schedule constitutes such an agreement. Except to
the extent modified, replaced, restated or supplemented herein, the terms and
conditions of the MRPA are incorporated by reference herein, mutatis mutandis.
The term "Purchase" when used herein means the purchase and sale of the
Secured Loans identified in the Appendix hereto and the Related Secured Loan
Rights. References herein to paragraphs are to the paragraphs of this Terms
Schedule and references to Sections and Exhibits are to the Sections and
Exhibits to the MRPA.
2. TYPE OF TRANSACTION. This Terms Schedule is not a Related Terms
Schedule at the date hereof, provided however that a Terms Schedule entered
into after the date hereof may provide that this Terms Schedule is a Related
Terms Schedule with respect to one or more Purchases effected after the date
hereof.
3. SPECIFIC TERMS. (1) Terms specific to the Purchase to which this
Terms Schedule relates are as follows:
Section 1.1
Closing Date for this Purchase: December 14, 1995
Cut-Off Date for this Purchase: December 6, 1995
Prepayment Amount for this Purchase: $86,413,394.50
Settlement Date for this Purchase means, in respect of the first
Settlement Period, January 31, 1996 and with respect to each
Settlement Period thereafter, the last Business Day of the calendar
month following such Settlement Period.
Settlement Period for this Purchase means, initially, the period from
the Cut-Off Date to and including January 5, 1996, thereafter, the
period from January 6, 1996 to January 31, 1996 inclusive, and
thereafter, each period from the day next following the last day of
the immediately preceding Settlement Period to and including the last
Business Day in the calendar month following the calendar
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month in which such previous Settlement Period ended, ending with the
calendar month following that in which the Final Collection Date
occurs.
Section 4.1(2)(d)
Financial Advisory Fee (Legal Fee): As agreed to by the parties
hereto.
Section 4.1(2)(d)
Structuring Fee: As agreed to by the parties hereto.
Section 5.1(o)
Used Vehicle Rate Percentage: 26.66%
(2) Terms specific to the Transaction to which this Terms Schedule (and all
Related Terms Schedules, if any) relates are as follows:
Section 1.1
Concentration Limit Percentage: 0.30%
Deferred Purchase Account Number: 0352515-06
Required APR Amount: 10.21%
Required Deferred Amount Floor: $172,826.79
Required Reserve Floor: $1,987,508.07
Reserve Rate: 5.75%
Section 1.1 - Replacement Definitions
"LOCK-UP EVENT" means, in respect of this Transaction, any of the
following events or circumstances:
(a) the Portfolio Loss Ratio is at any time equal to or greater
than 2.00%;
(b) the Portfolio Loss Ratio with respect to each of the last three
most recently completed Settlement Periods is at any time equal
to or greater than 1.75%;
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(c) the Portfolio Delinquency Ratio is at any time equal to or
greater than 1.875%;
(d) the Collector fails to make any payment or deposit to be made
by it hereunder when due and such failure remains unremedied
for two Business Days after written notice thereof from the
Purchaser;
(e) (i) either the Seller or Chrysler Financial shall generally not
pay its debts as they become due; or (ii) either the Seller or
Chrysler Financial shall admit in writing its inability to pay
its debts generally or shall make a general assignment for the
benefit of creditors; or (iii) any proceedings shall be
instituted by or against either the Seller or Chrysler
Financial seeking to adjudicate it as bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its
debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking the entry of an
order for relief by the appointment of a receiver, trustee,
custodian or other similar official for it or for any
substantial part of its property where any such proceeding has
not been stayed or dismissed within 45 days of a receiver,
trustee, custodian or other similar official being appointed
for it or any substantial part of its property; or (iv) either
the Seller or Chrysler Financial takes any corporate action to
authorize any of the actions described in this clause (e); and
(f) a default by the Seller or Chrysler Financial under a Hedging
Agreement entered into in respect of such Transaction; and
(g) on any Settlement Date, after resort to the Deferred Purchase
Account, in accordance with Sections 2.3(2), 2.3(4) and 2.4(1),
the amounts transferred to any other account of the Purchaser
pursuant to Sections 2.3(2), 2.3(3) and 2.3(4)(d) are less than
the amounts required to be transferred in accordance with such
Sections. For greater certainty, a Lock-Up Event will be deemed
to occur if the transfer required by Section 2.3(4)(d)(i) is
not made, notwithstanding that as a result of the Lock-Up Event
the required transfer will be that specified in Section
2.3(4)(d)(ii).
"PORTFOLIO DELINQUENCY RATIO" means, in respect of this Transaction,
on each Settlement Date, (but prior to the distributions contemplated by
Sections 2.3(2) and 2.3(3)), the average of (i) the Net Book Value of
Purchased Assets having Loan Receivables in excess of 10% of the amount of the
Billings for a calendar month past due by more than 60 days from their
contractual due date (without reference to any extension of such contractual
due date permitted in accordance with Section 6.2(c)), divided by (ii) the Net
Book Value of the Purchased Assets on the last day of such calendar month, as
determined with respect to each of the three most recently completed calendar
months and
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expressed as a percentage; provided that, for the first and second Settlement
Dates following the month in which the Closing Date occurs, the Portfolio
Delinquency Ratio shall be determined by reference only to the most recently
completed calendar month and the two most recently completed calendar months,
respectively.
"PORTFOLIO LOSS RATIO" means, in respect of this Transaction, on each
Settlement Date (but prior to the distributions contemplated by Sections
2.3(2) and 2.3(3)), the average of (i) the aggregate Losses incurred in a
calendar month, divided by (ii) the sum of the Liquidations with respect to
the Purchased Assets for such calendar month as determined with respect to
each of the four most recently completed calendar months and expressed as a
percentage; provided that, for the first, second and third Settlement Dates
following the month in which the Closing Date occurs, the Portfolio Loss Ratio
shall be determined by reference only to the most recently completed calendar
month, the two most recently completed calendar months and the three most
recently completed calendar months, respectively.
"REQUIRED DEFERRED AMOUNT" means, in respect of this Transaction, as
determined for each Settlement Date, the greater of (i) $172,826.79 and (ii)
the sum of (a) the product of (I) the greater of (A) 1% and (B) (1) if the
Portfolio Loss Ratio is equal to or less than 1.75%, 120%, or (2) if the
Portfolio Loss Ratio is greater than 1.75%, 240%, of the then current
Portfolio Loss Ratio and (II) the Program Amount at such time, as adjusted in
accordance with Sections 2.3(4) and 2.4(1)(a) on such Settlement Date and (b)
the product of (I) the greater of (x) zero and (y) the amount by which (1) the
Required APR Amount exceeds (2) the APR of the Purchased Assets as determined
with respect to the current Settlement Period and (II) the amount referred to
in (ii)(a)(II) above and (III) the remaining dollar weighted average
contractual life (in years) of the Purchased Assets (as calculated in the
manner set forth in Exhibit H), provided that at any time following the
occurrence of a Lock-Up Event, the Required Deferred Amount shall be equal to
the Program Amount.
Section 2.5(2)
Program Fee: As agreed to by the parties hereto.
4. HEDGING AGREEMENTS.
(a) Pursuant to the ISDA Master Agreement dated as of November 29,
1994 between the Purchaser and Chrysler Financial, an interest
rate cap will be purchased by the Purchaser from Chrysler
Financial on the Closing Date for $328,000. The interest rate
cap will require Chrysler Financial to pay to the Purchaser on
the last Business Day of each Settlement Period an amount equal
to the product of (i) the daily average of the Program Amount
for such Settlement Period, (ii) the amount, if any, by which
(a) the average of the 30 day CDOR, as defined in the 1991 ISDA
Definition
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(as published by the International Swaps and Derivatives
Association, Inc.) on each Business Day of such Settlement
Period exceeds (b) 8.23%, and (iii) the actual number of days
in such Settlement Period divided by 365.
(b) Pursuant to the ISDA Master Agreement dated as of December 15,
1993 between the Seller and Chrysler Financial, an interest
rate floor will be purchased by Chrysler Financial from the
Seller on the Closing Date for CAD $54,000. The interest rate
floor will require the Seller to pay to Chrysler Financial on
the last Business Day of each Settlement Period an amount equal
to the product of (i) the daily average of the Program Amount
for such Settlement Period, (ii) the amount, if any, by which
(a) 4.23% exceeds (b) the average of the 30 day CDOR, as
defined in the 1991 ISDA Definition (as published by the
International Swaps and Derivatives Association, Inc.) on each
Business Day of such Settlement Period, and (iii) the actual
number of days in such Settlement Period divided by 365.
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IN WITNESS WHEREOF the parties have executed this Terms Schedule to
evidence their agreement hereto as of the 14th day of December, 1995.
CHRYSLER CREDIT CANADA LTD.,
as Seller and Collector
By: /s/ D ▇. ▇▇▇▇▇▇▇▇
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CORE TRUST, as Purchaser, by its
Servicing Agent, TORONTO DOMINION
SECURITIES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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CHRYSLER FINANCIAL CORPORATION,
as Performance Guarantor
By: /s/ ▇ ▇ ▇▇▇▇▇▇▇▇
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