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, 2009Shareholders 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 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 • March 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”).
Assignment and Assumption and Consent AgreementAssignment and Assumption and Consent 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”).
UAW RETIREE SETTLEMENT AGREEMENTRetiree Settlement 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.”
UST CALL OPTION AGREEMENT REGARDING EQUITY SECURITIES OF NEW CARCO ACQUISITION LLC Dated as of June 10, 2009 by and between FIAT NORTH AMERICA LLC 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 Fiat North America LLC (“Fiat”) and the United States Department of the Treasury (“US Treasury”).
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.Credit 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.
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.
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, 2009Lease 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 DOCUMENTSCredit 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 AGREEMENTCredit 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.
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTCredit 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”).
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).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTCredit 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.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2010 (this “Supplemental Indenture”) to the INDENTURE, dated as of June 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Indenture), among CHRYSLER GROUP LLC f/k/a NEW CARCO ACQUISITION LLC (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Ontario
SECOND AMENDMENT, dated as of October 23, 2009, 2009 (this “Amendment”) to the AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 10, 2009, as amended by a First Amendment to the Amended and Restated Loan Agreement dated July 8, 2009 (as further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Loan Agreement), among CHRYSLER CANADA INC. (the “Borrower”), the other Loan Parties (as defined therein) party thereto, and Export Development Canada (the “Lender”).
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 2, dated as of June 5, 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, 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.
NEW CARCO ACQUISITION LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of June 10, 2009 $4,587,000,000 NOTES DUE 2023Indenture • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of the 8th day of June, 2009, among NEW CARCO ACQUISITION LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company”) having its principal office at 1000 Chrysler Drive, Auburn Hills, Michigan 48326, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter sometimes called the “Trustee”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Ontario
THIRD AMENDMENT, dated as of March 11, 2010, (this “Amendment”) to the AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 10, 2009, as amended by a First Amendment to the Amended and Restated Loan Agreement dated July 8, 2009 and a Second Amendment to the Amended and Restated Loan Agreement dated October 23, 2009 (as further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to them in the Loan Agreement), among CHRYSLER CANADA INC. (the “Borrower”), the other Loan Parties (as defined therein) party thereto, and Export Development Canada (the “Lender”).
