0001193125-13-096234 Sample Contracts

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
Operating Agreement • March 7th, 2013 • 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.

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MASTER PRIVATE LABEL FINANCING AGREEMENT between CHRYSLER GROUP LLC and SANTANDER CONSUMER USA INC. Dated as of February 6, 2013
Master Private Label Financing Agreement • March 7th, 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”).

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CHRYSLER GROUP LLC
Operating 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.

FIRST SUPPLEMENTAL INDENTURE Dated as of February 2, 2012 to INDENTURE Dated as of May 24, 2011 among CHRYSLER GROUP LLC and CG CO-ISSUER INC. as the Issuers, EACH OF THE GUARANTOR PARTY THERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by...
First Supplemental Indenture • March 7th, 2013 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York

SUPPLEMENTAL INDENTURE, dated as of February 2, 2012 (this “Supplemental Indenture”), 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 in the Indenture), Wilmington Trust, National Association (as successor by merger to 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.

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