REGISTRATION RIGHTS AGREEMENT by and among Chrysler Group LLC CG Co-Issuer Inc. Chrysler Group International LLC Chrysler Group International Services LLC Chrysler Group Realty Company LLC Chrysler Group Service Contracts LLC Chrysler Group Transport...Registration Rights Agreement • February 11th, 2014 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 7, 2014, by and among Chrysler Group LLC, a Delaware limited liability company (the “Company”), CG Co-Issuer Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), Chrysler Group International LLC, a Delaware limited liability company, Chrysler Group International Services LLC, a Delaware limited liability company, Chrysler Group Realty Company LLC, a Delaware limited liability company, Chrysler Group Service Contracts LLC, a Delaware limited liability company, Chrysler Group Transport LLC, a Delaware limited liability company, Global Engine Manufacturing Alliance LLC, a Delaware limited liability company, and Autodie LLC, a Delaware limited liability company (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the other several In
INDENTURE Dated as of May 24, 2011 among CHRYSLER GROUP LLC and CG CO-ISSUER INC. as the Issuers, EACH OF THE GUARANTORS PARTY HERETO, WILMINGTON TRUST FSB, as Trustee and CITIBANK, N.A., as Collateral Agent, Paying Agent, Registrar and Authenticating...Indenture • May 24th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of May 24, 2011, among Chrysler Group LLC, a Delaware limited liability company, CG Co-Issuer Inc., a Delaware corporation and wholly owned subsidiary of the Company, and each of the Guarantors (as defined below) listed on the signature pages hereto, Wilmington Trust FSB, a federal savings bank, as Trustee, and Citibank, N.A., a national banking association, as Collateral Agent, Paying Agent, Registrar and Authenticating Agent.
COMPOSITE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CHRYSLER GROUP LLC Dated as of February 24, 2012 as amended by the First Amendment Dated as of July 27, 2012 as amended by the Second Amendment Dated as of January...Limited Liability Company Operating Agreement • March 6th, 2014 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Chrysler Group LLC (the “Company”), dated and effective as of February 24, 2012 (the “Effective Date”), is entered into by and among those persons or entities signing below or identified on the Schedule of Members (as the same may be amended from time to time) as members (the “Members”) of the Company.
ContractEquity Recapture Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This Contingent Value Right was originally issued in a transaction exempt from registration under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or otherwise transferred in the absence of such registration or an applicable exemption therefrom.
MASTER PRIVATE LABEL FINANCING AGREEMENT between CHRYSLER GROUP LLC and SANTANDER CONSUMER USA INC. Dated as of February 6, 2013Master Private Label Financing Agreement • August 13th, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Agreement”), dated as of February 6, 2013, (the “Effective Date”) is made by and between CHRYSLER GROUP LLC, a Delaware limited liability company (“Chrysler”) and Santander Consumer USA Inc., an Illinois corporation (“SCUSA”).
AUTO FINANCE OPERATING AGREEMENTAuto Finance Operating Agreement • May 12th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies
In consideration of the recitals above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chrysler and Ally agree as follows:
SHAREHOLDERS AGREEMENT BY AND AMONG FIAT NORTH AMERICA LLC, THE UNITED STATES DEPARTMENT OF THE TREASURY, UAW RETIREE MEDICAL BENEFITS TRUST, THE VEBA HOLDCOS SIGNATORY HERETO, AND 7169931 CANADA INC. Dated as of June 10, 2009Shareholder Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This SHAREHOLDERS AGREEMENT, dated as of June 10, 2009 (this “Agreement”), by and among FIAT NORTH AMERICA LLC, a Delaware limited liability company (“Fiat”), THE UNITED STATES DEPARTMENT OF THE TREASURY (“US Treasury”), 7169931 CANADA INC., a corporation organized under the laws of Canada (“Canada”), UAW RETIREE MEDICAL BENEFITS TRUST, a voluntary employees’ beneficiary association trust (the “VEBA”), the VEBA Holdcos identified in the signature pages hereto who qualify as a VEBA Holdco under the Company LLC Agreement (as defined herein) (each a “VEBA Holdco”, and collectively the “VEBA Holdcos”) and NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the “Company”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 21, 2013, among CHRYSLER GROUP LLC, CERTAIN SUBSIDIARIES OF CHRYSLER GROUP LLC, as Borrowing Subsidiaries, THE LENDERS PARTY HERETO CITIBANK, N.A., as Administrative Agent and CITIBANK, N.A., as...Credit Agreement • June 21st, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 21, 2013, among CHRYSLER GROUP LLC, a Delaware limited liability company (the “Company”); CERTAIN SUBSIDIARIES OF THE COMPANY party hereto, as Borrowing Subsidiaries; the LENDERS party hereto; and CITIBANK, N.A. (“Citibank”), as Administrative Agent, and CITIBANK, N.A., acting through its agency and trust department, as Collateral Agent.
AMENDED AND RESTATED LOAN AGREEMENT By and Among CHRYSLER CANADA INC., as Borrower, and THE OTHER LOAN PARTIES and EXPORT DEVELOPMENT CANADA, as Lender Dated as of June 10, 2009Loan Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Ontario
AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 10, 2009, among CHRYSLER CANADA INC., a corporation established pursuant to the laws of Canada (the “Borrower”), the other Loan Parties, and EXPORT DEVELOPMENT CANADA, a corporation established pursuant to the laws of Canada (the “Lender”).
FIRST AMENDMENT TO LLC OPERATING AGREEMENTLLC Operating Agreement • February 25th, 2011 • Chrysler Group LLC • Delaware
THIS FIRST AMENDMENT (the “Amendment”) TO THE LLC Agreement (defined below) is made and entered into as of August , 2009, by and among FIAT NORTH AMERICA LLC (“Fiat”), THE UNITED STATES DEPARTMENT OF THE TREASURY (“US Treasury”), 7169931 CANADA INC. (“Canada”), UAW RETIREE MEDICAL BENEFITS TRUST (“VEBA”) and UAW VEBA HOLDCO CH-00, LLC, UAW VEBA HOLDCO CH-01, LLC, UAW VEBA HOLDCO CH-02, LLC, UAW VEBA HOLDCO CH-03, LLC, UAW VEBA HOLDCO CH-04, LLC, UAW VEBA HOLDCO CH-05, LLC, UAW VEBA HOLDCO CH-06, LLC, UAW VEBA HOLDCO CH-07, LLC, UAW VEBA HOLDCO CH-08, LLC, UAW VEBA HOLDCO CH-09, LLC, UAW VEBA HOLDCO CH-10, LLC, UAW VEBA HOLDCO CH-11 LLC and UAW VEBA HOLDCO CH-12, LLC (collectively, the “VEBA Holdcos” and, together with Fiat, Treasury, Canada and VEBA, the “Parties”).
Assignment and Assumption and Consent AgreementAssignment and Assumption Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
THIS ASSIGNMENT AND ASSUMPTION AND CONSENT AGREEMENT, dated as of June 10, 2009 (the “Agreement”), is made by and among UAW Retiree Medical Benefits Trust, a voluntary employees’ beneficiary association trust (the “VEBA”), New CarCo Acquisition LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Company”) and the other companies signatories hereto (such companies, the “VEBA Holdcos”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Limited Liability Company Operating Agreement of the Company (as further amended or otherwise modified from time to time, the “LLC Agreement”).
MASTER INDUSTRIAL AGREEMENT by and among FIAT GROUP AUTOMOBILES S.p.A., FIAT POWERTRAIN TECHNOLOGIES S.p.A., FIAT NORTH AMERICA LLC, and NEW CARCO ACQUISITION LLC Dated as of June 10, 2009Master Industrial Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
THIS MASTER INDUSTRIAL AGREEMENT (this “Agreement”) is entered into as of June 10, 2009 by and among FIAT GROUP AUTOMOBILES S.p.A., a Società Per Azioni organized and existing under the laws of Italy (“FGA”), FIAT POWERTRAIN TECHNOLOGIES S.p.A., a Società Per Azioni organized and existing under the laws of Italy (“FPT”), and FIAT NORTH AMERICA LLC (“FNA” and, collectively with FGA and FPT, “Fiat”) and NEW CARCO ACQUISITION LLC, a Delaware limited liability company (“Chrysler”). Chrysler and Fiat are referred to herein each individually as a “Party” and collectively as the “Parties.”
CALL OPTION AGREEMENT REGARDING EQUITY SECURITIES OF NEW CARCO ACQUISITION LLC Dated as of June 10, 2009 by and among FIAT NORTH AMERICA LLC, UAW RETIREE MEDICAL BENEFITS TRUST and THE UNITED STATES DEPARTMENT OF THE TREASURYCall Option Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This CALL OPTION AGREEMENT (the “Agreement”), dated as of June 10, 2009, is made and entered into by and among Fiat North America LLC (“Fiat”), UAW Retiree Medical Benefits Trust, a voluntary employees’ beneficiary association trust (the “VEBA”) and the United States Department of the Treasury (“US Treasury”).
Chrysler Canada Inc.Loan Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Ontario
Reference is made to that certain Amended and Restated Loan Agreement dated June 10, 2009 (the “Credit Agreement”) by and between Chrysler Canada Inc., as borrower (the “Borrower”), the Export Development Canada, as lender (the “Lender”), and the other Credit Parties (as defined therein) party thereto. All capitalized terms not otherwise defined in this amendment (this “Amendment”) shall have the meanings ascribed to them in the Loan Agreement.
TERM LOAN CREDIT AGREEMENT dated as of February 7, 2014, among CHRYSLER GROUP LLC, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH...Term Loan Credit Agreement • February 11th, 2014 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
TERM LOAN CREDIT AGREEMENT dated as of February 7, 2014, among CHRYSLER GROUP LLC, a Delaware limited liability company (the “Company”); the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.
FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT CHRYSLER GROUP LLC 2012 LONG- TERM INCENTIVE PLANPerformance Share Unit Award Agreement • March 6th, 2012 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Michigan
This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of , 2012 (the “Grant Date”), by and between Chrysler Group LLC (the “Company”) and (the “Participant”) pursuant and subject to the Chrysler Group LLC 2012 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), as approved by the Compensation and Leadership Development Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
ASSIGNMENT AND AMENDMENTCredit Agreement • December 23rd, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
ASSIGNMENT AND AMENDMENT, dated as of December 23, 2013 (this “Amendment”), among Chrysler Group LLC, a Delaware limited liability company (the “Company”), the financial institutions and other entities party hereto and identified in the Funding Memorandum (referred to below) as Continuing Lenders (the “Continuing Lenders”), and Citibank, N.A., as administrative agent (the “Administrative Agent”), under the Amended and Restated Credit Agreement, dated as of June 21, 2013 (the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), among the Company, certain subsidiaries of the Company, as borrowing subsidiaries, the financial institutions and other entities party thereto, in their respective capacities as parties to the Credit Agreement, the Administrative Agent and Citibank, N.A., as collateral agent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
FIRST LIEN CREDIT AGREEMENT among NEW CARCO ACQUISITION LLC, (to be renamed CHRYSLER GROUP LLC) as the Borrower, and THE LENDERS PARTIES HERETO FROM TIME TO TIME Dated as of June 10, 2009First Lien Credit Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of June 10, 2009, by and between NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the “Borrower”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender”).
FOURTH AMENDMENT AND WAIVER TO FIRST LIEN CREDIT AGREEMENT AND OTHER TRANSACTION DOCUMENTSFirst Lien Credit Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
FOURTH AMENDMENT AND WAIVER, dated as of April 30, 2010 (this “Amendment and Waiver”) to the FIRST LIEN CREDIT AGREEMENT, dated as of June 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Agreement), between CHRYSLER GROUP LLC (f/k/a New CarCo Acquisition LLC) (the “Borrower”), and The United States Department of the Treasury (the “Lender”); the Post-Closing Letter Agreement, dated as of June 10, 2009 (as amended, supplemented or otherwise modified from time to time; the “Post Closing Letter”), between the Borrower and the Lender; and to the other Loan Documents.
AMENDMENT NO. 3 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 3, dated as of June 10, 2009 (this “Amendment”), to the Master Transaction Agreement, dated as of April 30, 2009 (as amended by Amendment No. 1 thereto dated as of May 31, 2009 and as further amended by Amendment No. 2 thereto dated as of June 5, 2009, the “MTA”), among Fiat S.p.A., a Società per Azioni organized under the laws of Italy (“Fiat”), New CarCo Acquisition LLC, a Delaware limited liability company (“Purchaser”), Chrysler LLC, a Delaware limited liability company (the “Company”) and the Subsidiaries of the Company identified on the signature pages thereto (each of the Company and such Subsidiaries, a “Seller” or “Selling Group Member” and, collectively, “Sellers”). All capitalized terms used but not defined herein have the meanings set forth in the MTA.
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
THIRD AMENDMENT, dated as of February 11, 2010 (this “Amendment”) to the FIRST LIEN CREDIT AGREEMENT, dated as of June 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Agreement), among CHRYSLER GROUP LLC f/k/a NEW CARCO ACQUISITION LLC (the “Borrower”), and The United States Department of the Treasury (the “Lender”).
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 1, dated as of May 31, 2009 (this “Amendment”), to the Master Transaction Agreement, dated as of April 30, 2009 (the “MTA”), among Fiat S.p.A., a Società per Azioni organized under the laws of Italy (“Fiat”), New CarCo Acquisition LLC, a Delaware limited liability company (“Purchaser”), Chrysler LLC, a Delaware limited liability company (the “Company”) and the Subsidiaries of the Company identified on the signature pages thereto (each of the Company and such Subsidiaries, a “Seller” or “Selling Group Member” and, collectively, “Sellers”). All capitalized terms used but not defined herein have the meanings set forth in the MTA.
FIRST LIEN CREDIT AGREEMENT among NEW CARCO ACQUISITION LLC, (to be renamed CHRYSLER GROUP LLC) as the Borrower, and THE LENDERS PARTIES HERETO FROM TIME TO TIME Dated as of June 10, 2009First Lien Credit Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of June 10, 2009, by and between NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the “Borrower”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender”).
ASSIGNMENT AND FIRST AMENDMENT AGREEMENTAssignment and First Amendment Agreement • June 21st, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
ASSIGNMENT AND FIRST AMENDMENT AGREEMENT, dated as of June 21, 2013 (this “Amendment”), among Chrysler Group LLC, a Delaware limited liability company (the “Company”), the financial institutions and other entities party hereto and identified in the Funding Memorandum (referred to below) as Continuing Lenders (the “Continuing Lenders”), and Citibank, N.A., as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”), under the Credit Agreement, dated as of May 24, 2011 (the “Credit Agreement”), among the Company, certain subsidiaries of the Company, as borrowing subsidiaries, the financial institutions and other entities party thereto, in their respective capacities as parties to the Credit Agreement (the “Original Lenders”), the Administrative Agent and the Collateral Agent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
SECOND AMENDMENT, dated as of October 8, 2009 (this “Amendment”) to the FIRST LIEN CREDIT AGREEMENT, dated as of June 10, 2009 (as amended by the First Amendment to the First Lien Credit Agreement, dated as of September 16, 2009, and as otherwise amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Agreement), among CHRYSLER GROUP LLC f/k/a NEW CARCO ACQUISITION LLC (the “Borrower”), and The United States Department of the Treasury (the “Lender”).
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHRYSLER GROUP LLCLimited Liability Company Agreement • March 4th, 2015 • Fca Us LLC • Motor vehicles & passenger car bodies
This First Amendment (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Chrysler Group LLC (the “Company”), dated and effective as of June 10, 2014, as amended, is made and entered into as of December 15, 2014 by and among the members (the “Members”) of the Company.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CHRYSLER GROUP LLCOperating Agreement • March 7th, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Delaware
This First Amendment (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) of Chrysler Group LLC (the “Company”), dated and effective as of February 24, 2012, is made and entered into as of July 27, 2012 by and among the Board of Directors (the “Board”) of the Company.
SECOND AMENDMENT TO LLC OPERATING AGREEMENTLLC Operating Agreement • February 25th, 2011 • Chrysler Group LLC • Delaware
THIS SECOND AMENDMENT (the “Amendment”) TO THE LLC Agreement (defined below) is made and entered into as of January 29, 2010 by and among FIAT NORTH AMERICA LLC (“Fiat”), THE UNITED STATES DEPARTMENT OF THE TREASURY (“US Treasury”), CANADA CH INVESTMENT CORPORATION (FORMERLY NAMED 7169931 CANADA, INC.)(“Canada”), UAW RETIREE MEDICAL BENEFITS TRUST (“VEBA”) and UAW VEBA HOLDCO CH-00, LLC, UAW VEBA HOLDCO CH-01, LLC, UAW VEBA HOLDCO CH-02, LLC, UAW VEBA HOLDCO CH-03, LLC, UAW VEBA HOLDCO CH-04, LLC, UAW VEBA HOLDCO CH-05, LLC, UAW VEBA HOLDCO CH-06, LLC, UAW VEBA HOLDCO CH-07, LLC, UAW VEBA HOLDCO CH-08, LLC, UAW VEBA HOLDCO CH-09, LLC, UAW VEBA HOLDCO CH-10, LLC, UAW VEBA HOLDCO CH-11 LLC and UAW VEBA HOLDCO CH-12, LLC (collectively, the “VEBA Holdcos” and, together with Fiat, Treasury, Canada and VEBA, the “Parties”).
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 4th, 2015 • Fca Us LLC • Motor vehicles & passenger car bodies
This Second Amendment (“Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement of FCA US LLC, a Delaware limited liability company, formerly known as Chrysler Group LLC (the “Company”), is made and entered into as of January 1, 2015. Terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Fourth Amended and Restated Limited Liability Company Agreement of the Company dated as of June 10, 2014 (the “Agreement”).
UAW RETIREE SETTLEMENT AGREEMENTSettlement Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies
This settlement agreement, dated as indicated below (together with the Exhibits hereto, the “Settlement Agreement”), is between New CarCo Acquisition LLC (“Newco”), by and through its attorneys, and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (“UAW”), by and through its attorneys. The UAW also enters into this Settlement Agreement as the authorized representative, as defined in Section 1114(c)(1) of Title 11 of the United States Code (the “Bankruptcy Code”), of those persons receiving retiree benefits, as defined in Section 1114(a) of the Bankruptcy Code, pursuant to collectively bargained plans, programs and/or agreements between Newco and the UAW and who are members of the Class or the Covered Group, as those terms are defined herein. Collectively, the UAW, Newco, the Class, and the Covered Group are referred to as the “Parties.”
FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT CHRYSLER GROUP LLC 2012 LONG-TERM INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • March 6th, 2012 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Michigan
This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of , 2012 (the “Grant Date”), by and between Chrysler Group LLC ( the “Company”) and (the “Participant”) pursuant and subject to the Chrysler Group LLC 2012 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), as approved by the Compensation and Leadership Development Committee of the Company’s Board of Directors (the “Committee”). Participant and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this Agreement expressly states that an exception to the Plan is being made.
REGISTRATION RIGHTS AGREEMENT Dated as of June 10, 2009 by and between NEW CARCO ACQUISITION LLC and UAW RETIREE MEDICAL BENEFITS TRUSTRegistration Rights Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of June 10, 2009, by and between NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the “Company”), and UAW RETIREE MEDICAL BENEFITS TRUST, a voluntary employees’ beneficiary association trust (the “VEBA”), for the account and on behalf of the VEBA (which shall hereby be deemed a party to this Agreement).
THIRD AMENDMENT TO LLC OPERATING AGREEMENTLLC Operating Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Delaware
THIS THIRD AMENDMENT (the “Amendment”) TO THE LLC Agreement (defined below) is made and entered into as of April 5, 2011 by and among UAW RETIREE MEDICAL BENEFITS TRUST (“VEBA”) and UAW VEBA HOLDCO CH-00, LLC, UAW VEBA HOLDCO CH-01, LLC, UAW VEBA HOLDCO CH-02, LLC, UAW VEBA HOLDCO CH-03, LLC, UAW VEBA HOLDCO CH-04, LLC, UAW VEBA HOLDCO CH-05, LLC, UAW VEBA HOLDCO CH-06, LLC, UAW VEBA HOLDCO CH-07, LLC, UAW VEBA HOLDCO CH-08, LLC, UAW VEBA HOLDCO CH-09, LLC, UAW VEBA HOLDCO CH-10, LLC, UAW VEBA HOLDCO CH-11 LLC and UAW VEBA HOLDCO CH-12, LLC (collectively, the “VEBA Holdcos”), FIAT NORTH AMERICA LLC (“Fiat”), THE UNITED STATES DEPARTMENT OF THE TREASURY (“US Treasury”), and CANADA CH INVESTMENT CORPORATION (FORMERLY NAMED 7169931 CANADA, INC.)(“Canada” and, together with VEBA and VEBA Holdcos, Fiat and US Treasury, the “Parties”).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
FIRST AMENDMENT, dated as of September 16, 2009 (this “Amendment”) to the FIRST LIEN CREDIT AGREEMENT, dated as of June 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Agreement), among CHRYSLER GROUP LLC f/k/a NEW CARCO ACQUISITION LLC (the “Borrower”), and The United States Department of the Treasury (the “Lender”).
AMENDMENT NO. 4 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 4, dated as of October 29, 2009 (this “Amendment”), to the Master Transaction Agreement, dated as of April 30, 2009 (as amended by Amendment No. 1 thereto dated as of May 31, 2009, Amendment No. 2 thereto dated as of June 5, 2009 and Amendment No. 3 thereto dated as of June 10, 2009, the “MTA”), among Fiat S.p.A., a Società per Azioni organized under the laws of Italy (“Fiat”), Chrysler Group LLC, formerly known as New CarCo Acquisition LLC, a Delaware limited liability company (“Purchaser”), Old CarCo LLC, formerly known as Chrysler LLC, a Delaware limited liability company (the “Company”) and the Subsidiaries of the Company identified on the signature pages thereto (each of the Company and such Subsidiaries, a “Seller” or “Selling Group Member” and, collectively, “Sellers”). All capitalized terms used but not defined herein have the meanings set forth in the MTA.
