REGISTRATION RIGHTS AGREEMENT by and between FIAT CHRYSLER AUTOMOBILES N.V., and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Dated as of April 14, 2015Registration Rights Agreement • April 16th, 2015 • Fiat Chrysler Automobiles N.V. • Motor vehicles & passenger car bodies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 14, 2015, by and between Fiat Chrysler Automobiles N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the “Representatives”) of the other several initial purchasers named in Schedule 1 to the Purchase Agreement (as defined below) dated April 9, 2015 (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 4.500% Senior Notes due 2020 (the “Initial 2020 Notes”) and the Company’s 5.250% Senior Notes due 2023 (the “Initial 2023 Notes”, and together with the 2020 Notes, the “Initial Notes”) pursuant to the Purchase Agreement.
ContractGlobal Security Agreement • April 16th, 2015 • Fiat Chrysler Automobiles N.V. • Motor vehicles & passenger car bodies • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
FIAT CHRYSLER AUTOMOBILES N.V., as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee Senior Debt Securities Indenture Dated as of April 14, 2015Senior Debt Securities Indenture • April 16th, 2015 • Fiat Chrysler Automobiles N.V. • Motor vehicles & passenger car bodies • New York
ContractIndenture • April 16th, 2015 • Fiat Chrysler Automobiles N.V. • Motor vehicles & passenger car bodies • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
