Common Contracts

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Limited Liability Company Operating Agreement • June 17th, 2009 • Delaware

• Contract Type
  Limited Liability Company Operating Agreement
• Filed
  June 17th, 2009
• Jurisdiction
  Delaware

This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Old CarCoCarco LLC (f/k/a Chrysler LLC) (the “Company”), dated and effective as of May [•], 2009 (the “Effective Date”), is entered into between CarCo Intermediate HoldCo II LLC, a Delaware limited liability company (“CarCo HoldCo”), and Chrysler Holding LLC, a Delaware limited liability company (“HoldCo”). This Agreement amends and restates the Fourth Amended and Restated Limited Liability Company Agreement of the Company dated October 24, 2007 (the “Fourth Agreement”).