EXECUTION VERSION 

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

APPENDIX A 

SUPPLEMENT TO LOAN AND SECURITY AGREEMENT 

This Appendix A forms a part of the Loan and Security Agreement dated as of January 2, 2009 

(the “Loan Agreement”) among BORROWER (as defined below) and the UNITED STATES 

DEPARTMENT OF THE TREASURY, as lender (“Lender”). This Appendix A sets forth certain terms 

and conditions governing the transactions described in the Loan Agreement and is the Appendix A 

referred to in Section 11.24 of the Loan Agreement. Capitalized terms used but not defined in this 

Appendix A shall have the meanings ascribed to them in the Loan Agreement. 

1.01. Certain Defined Terms. 

“Additional Note” shall mean the additional promissory note provided for by 

Section 2.02(b) of Appendix A that the Lender shall receive from the Borrower, in an amount equal to 

6.67% of the Maximum Loan Amount and any promissory note delivered in substitution or exchange 

therefor, in each case as the same shall be modified and supplemented and in effect from time to time. 

“Automotive Subsidiaries” shall mean CarCo Intermediate HoldCo I LLC, a Delaware 

limited liability company, and its direct and indirect Domestic Subsidiaries. 

“Borrower” shall mean Chrysler Holding LLC, a Delaware limited liability company. 

“Change of Control” shall mean with respect to the Borrower, the acquisition, after the 

Effective Date, by any other Person, or two or more other Persons acting in concert other than the 

Permitted Investors, the Lender or any Affiliate of the Lender, of beneficial ownership (within the 

meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 

1934, as amended) of outstanding shares of voting stock of the Borrower at any time if after giving effect 

to such acquisition such Person or Persons owns, directly or indirectly, more than fifty percent (50%) of 

such outstanding voting stock. 

“Chrysler Financial” means Chrysler Financial Services Americas LLC. 

“CF First Lien Credit Agreement” shall mean the First Lien Credit Agreement, dated as 

of August 3, 2007, among Chrysler Financial, the several banks and other financial institutions from time 

to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, 

supplemented, or otherwise modified from time to time. 

“CF Second Lien Credit Agreement” shall mean the Second Lien Credit Agreement, 

dated as of August 3, 2007, among Chrysler Financial, the several banks and other financial institutions 

from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, 

restated, supplemented, or otherwise modified from time to time. 

“Chrysler Group” shall mean the Borrower and all of its Subsidiaries (including 

Automotive Subsidiaries and Subsidiaries that are not Automotive Subsidiaries). 

“Chrysler LLC First Lien Credit Agreement” shall mean the Amended and Restated First 

Lien Credit Agreement, dated as of November 29, 2007, among CarCo Intermediate Holdco II LLC, 

Chrysler LLC, the several banks and other financial institutions or entities from time to time party thereto, 

Goldman Sachs Credit Partners, L.P., Citibank N.A., and JPMorgan Chase Bank, N.A., as amended, 

restated, supplemented, or otherwise modified from time to time. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

“Chrysler LLC Second Lien Credit Agreement” shall mean the Second Lien Term Loan 

Agreement, dated as of August 3, 2007, among CarCo Intermediate Holdco II LLC, Chrysler LLC, the 

several banks and other financial institutions or entities from time to time party thereto, Goldman Sachs 

Credit Partners, L.P., Citibank N.A., and JPMorgan Chase Bank, N.A. as amended, restated, 

supplemented, or otherwise modified from time to time. 

“Collateral Trust Agreement” shall mean the Second Amended and Restated Collateral 

Trust Agreement dated as of January 2, 2009 among CarCo Intermediate HoldCo II LLC, Chrysler LLC, 

the Subsidiaries of Chrysler LLC from time to time party thereto, JPMorgan Chase N.A., the Lender, and 

the Collateral Trustee, as amended, restated, supplemented, or otherwise modified from time to time. 

“Collateral Trustee” shall mean Wilmington Trust Company or its successor pursuant to 

the Collateral Trust Agreement. 

 “Funding Date” shall mean the date on which the Lender funds an Advance in 

accordance with the terms hereof, which shall be the Effective Date. 

“Effective Date” shall mean January 2, 2009. 

“Excluded Collateral” shall include the Property listed on Schedule 6.29. 

 “Excluded Subsidiary” shall mean the Subsidiaries of the Borrower set forth on Schedule 

I to this Appendix A. 

“Expiration Date” shall mean January 2, 2012 at 5:00 p.m. (Washington, D.C. time). 

“First Priority Real Property Collateral” shall mean the properties described on Schedule 

II to this Appendix A. 

“Interest Payment Date” shall mean the last Business Day of each calendar quarter, 

commencing with the first calendar quarter in 2009. 

 “LIBOR Floor” shall mean 2.00%. 

“Loan Documents” shall mean the Loan Agreement, the Note, the Additional Note, the 

Equity Pledge Agreement, the Guaranty, the Intellectual Property Pledge Agreement, the Collateral Trust 

Agreement, the Post-Closing Letter Agreement, each Mortgage, and the Environmental Indemnity. 

“Maximum Loan Amount” shall mean $4,000,000,000. 

 “MOPAR Cash Collateral Account” shall mean a cash deposit account in the name of 

the Borrower or Chrysler LLC and subject to an Account Control Agreement in which the Lender has a 

security interest. 

“MOPAR Parts Inventory” shall mean inventory consisting of MOPAR service parts and 

accessories for Chrysler, Dodge and Jeep vehicles held for sale to vehicle dealers and 

aftermarket wholesale and retail dealers, and all packaging and shipping materials related thereto. 

 “MOPAR Reporting Date” shall mean the first Business Day following the 15th day of 

each calendar month. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

“MOPAR Target Amount” shall mean, on any MOPAR Test Date, the following 

amounts: 

Month Target 

($Millions) 

December, 2008 $565.0 

January, 2009 $552.5 

February, 2009 $540.0 

March, 2009 $527.5 

April, 2009 $515.0 

May, 2009 $502.5 

June, 2009 and thereafter $490.0 

The MOPAR Target Amount for any MOPAR Test Date shall be reduced to the extent that total 

inventory reserves for shrinkage, obsolesence and slow moving inventory deemed by management 

necessary to properly state the inventory levels in accordance with generally acceptable accounting 

principles (“Impairment Charges”) as of such MOPAR Test Date exceed $35 million. Notwithstanding 

the foregoing, the MOPAR Target Amounts may be revised at any time by the mutual agreement of the 

Borrower and the President’s Designee. 

“MOPAR Test Date” shall mean the last day of each fiscal month in a fiscal year. 

“MOPAR Value” shall mean, as of any date of determination, the book value of the 

MOPAR Parts Inventory as reflected in the Borrower's management reports and disclosed to the Lender. 

 “Permitted Indebtedness” shall include the following: 

(xxix) Indebtedness arising from industrial revenue, development bond, or similar 

financings where the Borrower or any Subsidiary is both the lessee of the financed property and 

the holder of the bonds; 

(xxx) Guarantees of the Indebtedness of, or Indebtedness of, existing company owned 

dealerships incurred, in each case, made in the ordinary course of business and consistent with 

past practices to finance vehicle inventory and working capital.

 “Permitted Investments” shall include the following: 

(iv) prior to the Certification Deadline, pursuant to the schedule of such Investments 

that has been preliminarily approved by the President’s Designee prior to the Effective Date 

(which shall include Investments pursuant to Existing Agreements), which are scheduled to be 

fulfilled prior to March 31, 2009, provided that, the President’s Designee shall have the right to 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

further review and, at any time revoke approval of, any such Investment if the President’s 

Designee determines that it would be inconsistent with the objective of this Loan Agreement; 

“Permitted Investors” [Intentionally Omitted]. 

 “Permitted Liens” shall include the following: 

 (vi) Liens or deposits securing reimbursement obligations with respect to letters of 

credit (other than in respect of borrowed money); 

 “Prepayment Event” shall include the following: 

 (iv) [Intentionally Omitted]. 

“Relevant Companies” shall mean the Borrower and Chrysler LLC. 

“Spread Amount” shall mean 3.00%. 

 1.02 Interpretation.

Neither Daimler AG, Daimler North America Finance Corporation, nor Daimler 

Investments US Corporation, or any of their respective Subsidiaries, shall be Affiliates of the Borrower 

and its Subsidiaries for the purposes of the Loan Documents. 

Unless otherwise specifically provided in a particular context, each reference to a 

Subsidiary of the Borrower or a Subsidiary of a Loan Party shall be deemed a reference to the applicable 

Automotive Subsidiary or (or Automotive Subsidiaries) of the Borrower and shall not in any event 

include Auburn Hills Mezzanine LLC or FinCo Intermediate HoldCo LLC or any of their respective 

Subsidiaries. 

2.01. Advances.

 (b) The Advance made on the Effective Date shall be in an amount equal to 

$4,000,000,000. 

2.02. The Notes.

(a) The Advances made by the Lender shall be evidenced by a promissory note of 

the Borrower substantially in the form of Exhibit A to the Loan Agreement (the “Note”), dated the date 

hereof, payable to the Lender in a principal amount equal to the amount of the Maximum Loan Amount 

as originally in effect and otherwise duly completed. 

(b) As additional consideration to the Lender for making the Loan, the Lender shall 

receive, on the Effective Date, a senior unsecured note of the Borrower substantially in the form of 

Exhibit H to the Loan Agreement (the “Additional Note”), dated the date hereof, payable to the Lender 

in a principal amount equal to 6.67% of the Maximum Loan Amount and otherwise duly completed. 

(c) The Lender shall have the right to have each of the Note and Additional Note 

subdivided, by exchange for promissory notes of lesser denominations or otherwise. 

2.03. Procedure for Borrowing. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

 (b) The Borrower hereby directs the Lender to send the proceeds of all Advances to 

its wholly-owned Subsidiary Chrysler LLC by wire transfer as follows: 

Bank: JPMorgan Chase Bank, N.A. 

ABA No.: 021000021

Beneficiary: Chrysler LLC 

Account No.: 144025784

Reference: UST Loan 

2.07 Mandatory Prepayments. 

 (a) With respect to Prepayment Events resulting from the Disposition of Facility Collateral 

that is subject to a Senior Lien, to the extent that any Net Proceeds from such Prepayment Event are 

required by the Chrysler LLC First Lien Credit Agreement, the Chrysler LLC Second Lien Credit 

Agreement, or any other Senior Lien Loan Agreement, to be applied as a mandatory prepayment of 

Indebtedness thereunder, such Net Proceeds may be so applied pursuant to the terms of such agreements; 

provided, that any excess Net Proceeds remaining after such mandatory prepayment shall promptly be 

applied to prepayment of Advances under this Loan Agreement. If any Net Proceeds of such Prepayment 

Event are not so required to be applied as a prepayment of Senior Lien Loans, then such Net Proceeds 

shall not be required to be applied as a mandatory prepayment of Advances under this Loan Agreement. 

 (b) With respect to Prepayment Events resulting from the Disposition of any MOPAR Parts 

Inventory, no mandatory prepayment of Advances shall be required prior to the next MOPAR Reporting 

Date. If on such MOPAR Reporting Date the sum of (x) the MOPAR Value as of the immediately 

preceding MOPAR Test Date, plus (y) any amounts on deposit in the MOPAR Cash Collateral Account 

on the MOPAR Reporting Date, is less than the then MOPAR Target Amount, then (unless the 

President’s Designee determines otherwise) an amount equal to such shortfall (the “Collateral Shortfall 

Amount”) will either, at the Borrower’s discretion, be (i) applied by the Borrower as a Mandatory 

Prepayment or (ii) deposited by the Borrower into the MOPAR Cash Collateral Account. So long as no 

Event of Default is continuing at the time, the Borrower will be entitled to withdraw funds from the 

MOPAR Cash Collateral Account on any MOPAR Reporting Date to the extent the sum of (x) the 

MOPAR Value on such MOPAR Reporting Date plus (y) the amount that will remain on deposit in the 

MOPAR Cash Collateral Account after giving effect to such withdrawal, exceeds the then MOPAR 

Target Amount. 

 (c) With respect to Prepayment Events (excluding those pursuant clause (iv) of the definition 

thereof) resulting from the Disposition of any other Property, no mandatory prepayment of Advances 

shall be required if (i) the applicable Loan Party has given the Lender written notice within five (5) 

Business Days after its receipt of such Net Proceeds that the Borrower’s Subsidiaries intend to use such 

Net Proceeds to acquire or repair assets useful in their business (the “Replacement Assets”), (ii) the 

Borrower’s Subsidiaries shall have segregated, within such five (5) Business Day period, such Net 

Proceeds in an account over which the Lender shall have a first priority security interest pursuant to an 

Account Control Agreement acceptable to the Lender, until such Borrower’s Subsidiary shall have used 

such Net Proceeds to acquire Replacement Assets, and (iii) with respect to such Replacement Assets 

purchased with the proceeds of Property in which the Lender had a first priority security interest, such 

Replacement Asset will be subject to the Lender’s first priority security interest. 

2.09. Use of Proceeds. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

 The Borrower shall contribute the proceeds from the Advances, indirectly through CarCo 

Intermediate HoldCo I LLC and CarCo Intermediate HoldCo II LLC, to Chrysler LLC simultaneously 

with the funding of such Advances, to be used for general corporate and working capital purposes; 

provided, that the proceeds shall not be used to prepay Indebtedness without the prior written consent of 

the Lender. 

3.01. Payments. 

All payments should be made to the following account maintained by the Lender: 

Bank: The Bank of New York Mellon 

ABA No.: 021000018 

Beneficiary: For credit to 630234 

Account No.: GLA/211705 

Account Name: Auto Program Account 

Reference: Rosemary D'Agnese 718-315-3711 

4.01. Collateral; Security Interest. 

 [Intentionally Omitted]. 

4.02. Collateral; Security Interest. 

The following language is inserted between the first and second sentences of Section 4.02: “The Borrower 

shall, as of the date hereof and thereafter on the first day of each quarter, at its expense, cause Senior Lien 

Lender's and Lender's security interest in Copyrights, Patents, and Trademarks, to the extent that said 

Copyrights, Patents, and Trademarks are registered or that applications have been filed for registration 

with the United States Copyright Office and/or the United States Patent and Trademark Office, to be 

recorded in the case of Copyrights with the United States Copyright Office, and in the case of Patents and 

Trademarks with the United States Patent and Trademark Office.” 

The following language is inserted at the end of the second to last sentence of Section 

4.02: “and any financing statement that describes the Collateral as “all assets” or “all personal property” 

(or words of similar effect).” 

The Borrower shall, as of the date hereof and thereafter on the first day of each quarter, at 

its expense, cause Senior Lien Lender's and Lender's security interest in Copyrights, Patents, and 

Trademarks, to the extent that said Copyrights, Patents, and Trademarks are registered or that 

applications have been filed for registration with the United States Copyright Office and/or the United 

States Patent and Trademark Office, to be recorded in the case of Copyrights with the United States 

Copyright Office, and in the case of Patents and Trademarks with the United States Patent and 

Trademark Office. 

The Borrower shall, at all times on and after the date hereof, and at its expense, cause the 

Lender's security interest in Copyrights, Patents, and Trademarks, to the extent that said Copyrights, 

Patents, and Trademarks are registered or that applications have been filed for registration with the 

United States Copyright Office and/or the United States Patent and Trademark Office, to be recorded in 

the case of Copyrights with the United States Copyright Office, and in the case of Patents and 

Trademarks with the United States Patent and Trademark Office. 

5.01. Conditions Precedent to Initial Advance.
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

 (l) Lien Consents. With respect to Facility Collateral subject to a Senior Lien 

pursuant to the Chrysler LLC Existing Security Agreement, the Lender and the collateral agents for the 

applicable Senior Lien Lenders shall have entered into an amendment and restatement of the Collateral 

Trust Agreement, in form and substance reasonably satisfactory to Lender. The required consents shall 

include, but not be limited to, the following: 

 (i) Consents of the requisite majority of the holders of the Indebtedness 

under the Chrysler LLC First Lien Credit Agreement and Chrysler LLC Second Lien 

Credit Agreement to the first priority security interest of the Lender in the MOPAR Parts 

Inventory and the First Priority Real Property Collateral. 

 (ii) Consents of the requisite majority of the holders of the Indebtedness 

under the Chrysler LLC First Lien Credit Agreement and Chrysler LLC Second Lien 

Credit Agreement to a third priority security interest of the Lender on all assets of 

Chrysler LLC and its direct and indirect domestic subsidiaries subject to a Lien pursuant 

to the Chrysler LLC Existing Security Agreement. 

(u) Each reference in subsection (u) of Section 5.01 of the Loan Agreement shall be 

deemed to refer to Chrysler LLC and its Subsidiaries. 

6.14. ERISA. 

Any Benefit Plan which is intended to be a tax-qualified plan of any Loan Party has received a favorable 

determination letter and such Loan Party does not know of any reason why such letter should be revoked. 

The Loan Parties and each of their respective ERISA Affiliates are in material compliance with the 

applicable provisions of ERISA and the Code and the regulations and published interpretations 

thereunder. (a) As of December 31, 2007, no ERISA Event has occurred that could reasonably be 

expected to result in liability to any Loan Party or any ERISA Affiliate in excess of $1,000,000,000, (b) 

as of the Effective Date, no ERISA Event other than a determination that a Plan is “at risk” (within the 

meaning of Section 302 of ERISA) has occurred or is reasonably likely to occur that could reasonably be 

expected to result in liability to any Loan Party or ERISA Affiliate in excess of $1,000,000,000, (c) as of 

December 31, 2007, the aggregate present value of all benefit liabilities under all Plans (based on the 

assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of 

December 31, 2007, exceed the fair market value of the assets of such Plans, and the present value of all 

benefit liabilities of each underfunded Plan (based on the assumptions used for purposes of Statement of 

Financial Accounting Standards No. 87) did not, as of December 31, 2007, exceed the fair market value 

of the assets of such underfunded Plan by more than $1,000,000,000, (d) as of December 31, 2007, the 

Loan Parties do not have post-retirement medical liability in excess of $20,000,000,000 based on the 

actuarial assumptions set forth in the Loan Party's financial statements under GAAP as of December 31, 

2007, and (e) as of the Effective Date, there is not, and there is not reasonably expected to be, any 

withdrawal liability from, or any obligation or liability (direct or indirect) with respect to, any 

Multiemployer Plan. There are no Plans or other arrangements which would result in the payment to any 

employee, former employee, individual consultant or director of any amounts or benefits upon the 

consummation of the transactions contemplated herein or the exercise of the Lender of any right or 

remedy contemplated herein. Assets of the Loan Parties or any ERISA Affiliate are not “plan assets” 

within the meaning of the DOL Regulation Section 2510.3-101 as amended by section 3(42) of ERISA. 

6.23 Labor Matters. 

(a) There are no strikes against any Loan Party pending or, to the knowledge of any Loan Party, 

threatened; (b) hours worked by and payment made to employees of each Loan Party have not been in 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such 

matters; and (c) all payments due from each Loan Party on account of employee health and welfare 

benefits, or health or welfare benefits to any former employees of any Loan Party or for which any Loan 

Party has any liability or obligation have been paid or accrued as a liability on the books of such Loan 

Party in accordance with GAAP, in each case with respect to clauses (a) through (c), except where the 

strike, violation or failure to make or accrue such payments could not reasonably be expected to have a 

Material Adverse Effect. 

 6.15 Expense Policy. 

By no later than January 16, 2009, the Borrower shall have taken steps necessary to ensure that 

(a) the Expense Policy conforms to the requirements set forth herein and (b) the Borrower and its 

Subsidiaries are in compliance with the Expense Policy. 

 6.16. Subsidiaries. 

 All Domestic Subsidiaries and first-tier Foreign Subsidiaries of the Loan Parties that are 

Automotive Subsidiaries are set forth on Schedule 6.16. 

 6.26. Intellectual Property. 

The last sentence of Section 6.26(b) is deleted and of no force or effect. In lieu thereof, the 

following shall be appended to the end of Section 6.26(b): 

“By or before January 19, 2009, Borrower shall have represented to Lender that each License 

listed on Schedule 6.26 as of the date thereof either (a) permits by its terms (1) the pledge or assignment 

of such License, (2) the foreclosure on any such License by the Lender, and (3) any potential change of 

control of the relevant Loan Party without material impairment of the License, or (b) have used its best 

efforts to obtain any necessary consent or waiver to the reasonable satisfaction of the Lender addressing 

clauses (1) through (3) above, and, if such efforts have been successful, have delivered a copy of such 

consent or waiver to Lender’s Counsel, or to the extent such efforts have been unsuccessful, have 

delivered a statement detailing the efforts made to date to Lender’s Counsel. For the avoidance of doubt, a 

License shall be deemed to satisfy the foregoing representation if, to Lender’s reasonable satisfaction, (i) 

where the Loan Party is a licensor, the License permits by its terms the assignment of the Loan Party’s 

rights under such License in connection with the assignment of the Copyrights, Patents, and/or 

Trademarks licensed thereunder, and (ii) where the Loan Party is a licensee, the License permits by its 

terms the assignment of the Loan Party’s rights under such License in connection with (A) the sale of all 

or substantially all of such Loan Parties' assets, (B) merger, (C) change of control, or (D) similar business 

acquisition.” 

 7.01 Financial Statements. 

 The financial statements to be delivered pursuant to Section 7.01(a), Section 7.01(b) and 

Section 7.01(c) shall be of the Borrower and its Consolidated Subsidiaries and of Chrysler LLC and its 

Consolidated Subsidiaries. 

 (a) The requirements of this Section 7.01(a) shall commence in January 2010. 

 7.02 Reporting Requirements. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

 The reports to be delivered pursuant to Sections 7.02(i), (j) and (k) shall be delivered by 

Chrysler LLC with respect to Chrysler LLC and its subsidiaries. 

 (i) Until such time as the Lender shall require otherwise, the 13-week rolling cash 

forecast referenced in Section 7.02(i) in the Loan Agreement shall set forth the required information as to 

the Subsidiaries on a Borrower Consolidated basis only. 

 (j) Until such time as the Lender shall require otherwise, the liquidity status report 

referenced in Section 7.02(j) in the Loan Agreement shall set forth the required information as to the 

Subsidiaries on a Borrower Consolidated basis only. 

 7.06. Maintenance of Property Insurance. 

 The insurance required by Section 7.06(b) of the Loan Agreement shall be maintained by 

Chrysler LLC, and such requirement shall apply only to Chrysler LLC and its Subsidiaries. 

 7.17. Executive Privileges and Compensation. 

 The references to the Borrower in Section 7.17 of the Loan Agreement shall be deemed 

to be references to Chrysler LLC. 

 (a) Notwithstanding anything herein to the contrary, Section 7.17(a) of the Loan 

Agreement shall be modified to add the following at the end of subsection (v): “; provided, however, 

that a Relevant Company or any of its Subsidiaries may pay retention payments due in August 2009 

earned on a pro rata basis through the date of this Agreement.” 

 7.19. Restriction on Expenses. 

 The Expense Policy required by Section 7.19 of the Loan Agreement shall be adopted by 

and apply to Chrysler LLC and its Subsidiaries. 

 7.24. Required Distributions. 

 In lieu of the requirements of Section 7.24 in the Loan Agreement, by no later than January 16, 

2009, the Borrower shall submit to the Lender and/or its advisors a cash management plan that does not 

breach the provisions of any Senior Lien Loan Agreement, in form and substance acceptable to the 

Lender, which shall set forth, in detail, the Borrower’s cash collection, investment and disbursement 

plan on a company-wide basis. 

 7.27. [Intentionally Omitted]. 

 8.05. Limitation on Distributions. 

 Unless the Borrower is otherwise notified by the President’s Designee, the Borrower may 

make or pay dividends, distributions or payments to the holders of Equity Interests in the Borrower in 

order to enable such holders or their direct or indirect members to pay any taxes that would be due and 

payable by any such Person that are directly attributable to such Person’s direct or indirect ownership 

interest in the Borrower and its Subsidiaries in an amount computed for any taxable year or period on the 

basis as if such Person had elected to be treated as a corporation for all income tax purposes as of August 

4, 2007. 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

 [Intentionally Omitted]. 

 8.12. ERISA.

The first sentence of Section 8.12 of the Loan Agreement shall not apply. 

 8.14. Limitation on Asset Sales. 

 The Loan Parties and its Subsidiaries shall be permitted to Dispose of the Properties, 

businesses and assets described on Schedule 8.14. 

 9.02. Events of Default. 

 Section 9.02(l) is hereby replaced in its entirety as follows: 

 (l) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 

of ERISA or Section 4975 of the Code) involving any Plan, or any other ERISA Event shall occur, (ii) 

any material failure to meet the minimum funding standards of Section 302 of ERISA, whether or not 

waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the 

assets of any Loan Party or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or 

proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or 

to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a 

trustee is, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan 

shall terminate for purposes of Title IV of ERISA, (v) any Loan Party or any ERISA Affiliate shall incur 

any liability in connection with a withdrawal from, or the insolvency or reorganization of, a 

Multiemployer Plan, (vi) any labor union or collective bargaining unit shall engage in a strike or other 

work stoppage, (vii) the assets of any Loan Party shall be treated as plan assets under 29 C.F.R. 2510.3-

101 as amended by section 3(42) of ERISA, or (viii) any other event or condition shall occur or exist with 

respect to a Plan; and in each case in clauses (i) through (viii) above, such event or condition, together 

with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse 

Effect; or 

 11.02. Notices.

Lender: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Assistant General Counsel (Banking and Finance) 

Facsimile: (202) 622-1974 

 11.25. Administrative Loan Party. 

The Borrower and each other Loan Party hereby irrevocably appoints Chrysler LLC as the agent 

and attorney-in-fact for the Borrower and the other Loan Parties (the “Administrative Loan Party”) which 

appointment shall remain in full force and effect unless and until the Lender shall have received prior 

written notice signed by the Borrower that such appointment has been revoked and that another Loan 

Party has been appointed Administrative Loan Party. Each of the Borrower and the other Loan Parties 

hereby irrevocably appoints and authorizes the Administrative Loan Party (i) to provide to the Lender and 

receive from the Lender all notices, reports, certifications and instructions with respect to Advances 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

obtained for the benefit of the Borrower and the other Loan Parties and all other notices, reports, 

certifications and instructions under the Loan Agreement and the other Loan Documents and (ii) to take 

such action as the Administrative Loan Party deems appropriate on its behalf to obtain and maintain 

Advances and to exercise such other powers as are reasonably incidental thereto to carry out the purposes 

of the Loan Agreement and the other Loan Documents. For the avoidance of doubt, this Section 11.25 

shall not limit the obligations of the Loan Parties to provide the notices and certifications that are required 

by the Loan Documents.

 11.26. Collateral Trust Agreement. 

 The Lien and security interest granted to the Lender pursuant to this Loan Agreement or any other 

Loan Document are subject to the provisions of the Collateral Trust Agreement with respect to the 

Common Collateral (as defined therein). The Lender acknowledges and agrees that its rights and remedies 

with respect to the Common Collateral shall be subject to the terms of the Collateral Trust Agreement. 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

EXHIBIT H

FORM OF ADDITIONAL NOTE 

$266,800,000 

January 2, 2009 Washington, District of Columbia 

FOR VALUE RECEIVED, CHRYSLER HOLDING LLC, a Delaware limited 

liability company (the “Borrower”), hereby promises to pay to the order of the UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the Lender in 

Washington, D.C. in lawful money of the United States, and in immediately available funds, the 

principal sum of $266,800,000 on January 2, 2012, and to pay interest on the unpaid principal 

amounts of such principal sum, at such office, in like money and funds, for the period 

commencing on January 2, 2009 until such principal sum is paid in full, at the rate per annum 

equal to LIBOR plus 3.00%, payable in arrears (i) on the last Business Day of each calendar 

quarter, commencing with the first calendar quarter in 2009 (each an “Interest Payment Date”) 

and (ii) on payment or prepayment of this Additional Note, in whole or in part, in the amount of 

interest accrued on the amount paid or prepaid. “LIBOR” shall mean the greater of (a) 2.00% and 

(b) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar 

deposits for a period equal to three months appearing on Reuters Screen LIBOR01 Page or if such 

rate ceases to appear on Reuters Screen LIBOR01 Page, on any other service providing 

comparable rate quotations at approximately 11:00 a.m., London time. LIBOR shall be 

determined on January 2, 2009 and reset on each Interest Payment Date. “Business Day” shall 

mean any day other than (i) a Saturday or Sunday, (ii) a Federal holiday or other day on which 

banks in New York, New York or the District of Columbia are permitted to close, or (iii) a day on 

which trading in securities on the New York Stock Exchange or any other major securities 

exchange in the United States is not conducted.

The date, amount and interest rate of each such principal payment made by the 

Lender to the Borrower, and each payment made on account of the principal thereof, shall be 

recorded by the Lender on its books and, prior to any transfer of this Additional Note, endorsed 

by the Lender on a schedule to be attached hereto; provided, that the failure of the Lender to 

make any such recordation or endorsement shall not affect the obligations of the Borrower to 

make a payment when due of any amount owing under the Loan and Security Agreement dated as 

of January 2, 2009 (as amended, supplemented or otherwise modified and in effect from time to 

time, the “Loan Agreement”) or hereunder in respect of the payment of this Additional Note 

made by the Lender. 

This Additional Note is the Additional Note referred to in the Loan and Security 

Agreement dated as of January 2, 2009 (as amended, supplemented or otherwise modified and in 

effect from time to time, the “Loan Agreement”), between the Borrower and the United States 

Department of the Treasury, as Lender, and evidences the payment made by the Lender 

thereunder. 

The Borrower agrees to pay all the Lender’s costs of collection and enforcement 

(including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this 

Additional Note when incurred, including, without limitation, reasonable attorneys’ fees through 

appellate proceedings. 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

The Borrower hereby acknowledges, admits and agrees that the Borrower’s 

obligations under this Additional Note are recourse obligations of the Borrower to which the 

Borrower pledges its full faith and credit. 

The Borrower, and any indorsers or guarantors hereof, (a) severally waive 

diligence, presentment, protest and demand and also notice of protest, demand, dishonor and 

nonpayment of this Additional Note, (b) expressly agree that this Additional Note, or any 

payment hereunder, may be extended from time to time, and consent to the release of any party 

primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for the 

Lender, in order to enforce payment of this Additional Note, to first institute or exhaust the 

Lender’s remedies against the Borrower or any other party liable hereon. No extension of time for 

the payment of this Additional Note, or any installment hereof, made by agreement by the Lender 

with any person now or hereafter liable for the payment of this Additional Note, shall affect the 

liability under this Additional Note of the Borrower, even if the Borrower is not a party to such 

agreement; provided, however, that the Lender and the Borrower, by written agreement between 

them, may affect the liability of the Borrower. 

Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Additional Note. 

If all or a portion of this Additional Note, any payment on this Additional Note or 

any fee or other amount payable hereunder shall not be paid when due, or if the Borrower or its 

subsidiaries shall default under, or fail to perform as required under, or shall otherwise materially 

breach the terms of any instrument, agreement or contract for indebtedness between the 

Borrower, on the one hand, and the Lender on the other (provided, however, that the aggregate 

amount of all such indebtedness exceeds $100,000,000), all accrued interest, principal and other 

amounts owning hereunder shall immediately be due and payable, and such amount shall bear 

interest at a rate equal to 5.00%, plus (a) the interest rate otherwise applicable to the Additional 

Note, or (b) if no interest rate is otherwise applicable, the sum of (i) LIBOR plus (ii) 3.00%. (the 

“Post-Default Rate”), in each case from the date of such non-payment until such amount is paid 

in full. This Additional Note is prepayable without premium or penalty, in whole or in part on at 

any time. Any amounts prepaid shall be applied (i) first, to pay any indemnity obligations owed to 

the Lender, (ii) second, to pay accrued and unpaid interest and (iii) third, to repay the outstanding 

principal amount of this Additional Note until paid in full. Amounts repaid may not be 

reborrowed. If the Borrower intends to prepay this Additional Note in whole or in part from any 

source, the Borrower shall give two Business Days’ prior written notice thereof to the Lender. If 

such notice is given, the amount specified in such notice shall be due and payable on the date 

specified therein, together with accrued interest to such date on the amount prepaid. 

Any enforcement action relating to this Additional Note may be brought by 

motion for summary judgment in lieu of a complaint pursuant to Section 3213 of the New York 

Civil Practice Law and Rules. The Borrower hereby irrevocably and unconditionally submits for 

itself and its property in any legal action or proceeding relating to this Additional, or for 

recognition and enforcement of any judgment in respect thereof, to the exclusive general 

jurisdiction of any court of the State and county of New York, or in the United States District 

Court for the Southern District of New York. The Borrower consents that any such action or 

proceeding may be brought in such courts and, to the extent permitted by law, waives any 

objection that it may now or hereafter have to the venue of any such action or proceeding in any 

such court or that such action or proceeding was brought in an inconvenient court and agrees not 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

to plead or claim the same. The Borrower agrees that service of process in any such action or 

proceeding may be effected by mailing a copy thereof by registered or certified mail (or any 

substantially similar form of mail), postage prepaid, to its address set forth in the Loan 

Agreement or at such other address of which the Lender shall have been notified. The Borrower 

agrees that nothing in this Additional Note shall affect the right to effect service of process in any 

other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

Insofar as there may be no applicable Federal law, this Additional Note shall be 

construed in accordance with the laws of the State of New York, without regard to any rule of 

conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that 

would result in the application of the substantive law of any jurisdiction other than the State of 

New York. Nothing in this Additional Note shall require any unlawful action or inaction by the 

Borrower. 

THIS NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT (“OID”) FOR 

UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF 

OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY 

WRITING TO THE BORROWER AT 299 PARK AVENUE, 22ND FLOOR; NEW YORK, NY 

10171. 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

By: 

Name: 

Title:
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

SCHEDULE I 

EXCLUDED SUBSIDIARIES
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

SCHEDULE II 

FIRST PRIORITY REAL PROPERTY COLLATERAL 
























CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Intellectual Property Pledge Agreement 

INTELLECTUAL PROPERTY PLEDGE AGREEMENT, dated as of January 2, 

2009, by Chrysler Holding LLC (the “Borrower”) and each of the entities identified on 

Schedule A attached hereto (collectively, “Guarantors”), in favor of the United States 

Department of the Treasury (the “Secured Party”). 

RECITALS 

The Borrower and the Guarantors are parties to the Loan and Security 

Agreement dated January 2, 2009 (the “Loan Agreement”), in favor of the Secured Party 

pursuant to which the Borrower and the Guarantors are required to execute and deliver 

this Intellectual Property Pledge Agreement; 

Accordingly, for good and valuable consideration of the premises and to 

induce the Secured Party to enter into the Loan Agreement and to induce the Secured 

Party to make its extensions of credit to the Borrower under the Loan Agreement, 

Borrower and Guarantors hereby agree with the Secured Party as follows: 

Section 1. Defined Terms 

Unless otherwise defined herein, all capitalized terms used herein have the 

meaning given to them in the Loan Agreement. 

Section 2. Grant of Security Interest in Collateral 

As security for the prompt and complete payment when due of the 

Obligations and the performance by the Borrower of all the covenants and obligations to 

be performed by it pursuant to the Loan Agreement and the other Loan Documents, the 

Borrower, and each Guarantor, in order to secure its guaranty under the Guaranty, 

hereby assigns and pledges to the Secured Party and grants to the Secured Party a Lien on 

and security interest in all of its rights, title and interest in and to the following property 

of the Borrower or such Guarantor, as the case may be, whether now owned or existing or 

hereafter acquired or arising and regardless of where located (the “Collateral”): 

(a) All domestic and foreign letters patent, design patents, utility 

patents, industrial designs, and all intellectual property rights in inventions, trade 

secrets, ideas, concepts, methods, techniques, processes, proprietary information, 

technology, know-how, formulae, and other general intangibles of like nature, 

now existing or hereafter acquired or owned by any Loan Party (including, 

without limitation, all domestic and foreign letters patent, design patents, utility 

patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, 

techniques, processes, proprietary information, technology, know-how and 

formulae described in Exhibit A hereto), all applications, registrations and 

recordings thereof (including, without limitation, applications, registrations and 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

recordings in the United States Patent and Trademark Office, or in any similar 

office or agency of the United States or any other country or any political 

subdivision thereof), and all reissues, divisions, continuations, continuations in 

part and extensions or renewals thereof; 

(b) All domestic and foreign trademarks, service marks, collective 

marks, certification marks, trade dress, trade names, business names, d/b/a’s, 

Internet domain names, trade styles, designs, logos and other source or business 

identifiers and all general intangibles of like nature, now or hereafter owned, 

adopted, or acquired by any Loan Party (including, without limitation, all 

domestic and foreign trademarks, service marks, collective marks, certification 

marks, trade dress, trade names, business names, d/b/a’s, Internet domain names, 

trade styles, designs, logos and other source or business identifiers described in 

Exhibit B hereto), all applications, registrations and recordings thereof (including, 

without limitation, applications, registrations and recordings in the United States 

Patent and Trademark Office or in any similar office or agency of the United 

States, any state thereof or any other country or any political subdivision thereof), 

and all reissues, extensions or renewals thereof, together with all goodwill of the 

business symbolized by such marks; 

(c) All domestic and foreign copyrights, whether registered or 

unregistered, including, without limitation, all copyright rights throughout the 

universe (whether now or hereafter arising), in any and all media (whether now or 

hereafter developed), in and to all original works of authorship (including, 

without limitation, all marketing materials created by or on behalf of any Loan 

Party), acquired or owned by any Loan Party (including, without limitation, all 

copyrights described in Exhibit C hereto) all applications, registrations and 

recordings thereof (including, without limitation, applications, registrations and 

recordings in the United States Copyright Office or in any similar office or 

agency of the United States or any other country or any political subdivision 

thereof), and all reissues, renewals, restorations, extensions or revisions thereof; 

(d) all Proceeds with respect to the foregoing clauses (a) through (c); 

and 

(e) to the extent not included in the foregoing, all proceeds, products, 

rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, 

substitutions and replacements of and to any and all of the foregoing. 

Notwithstanding the foregoing, in no event shall the Collateral include any Excluded 

Collateral. 

Section 3. Pledge Agreement 

(a) THE INTEREST IN THE COLLATERAL BEING ASSIGNED 

HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT 
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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED 

PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY 

INTERESTS UNDER APPLICABLE LAW. 

(b) The security interest granted pursuant to this Intellectual Property 

Pledge Agreement is granted in conjunction with the security interest granted to the 

Secured Party pursuant to the Loan Agreement and the Guaranty and Borrower and each 

of the Guarantors hereby acknowledge and affirm that the rights and remedies of the 

Secured Party with respect to the security interest in the Collateral made and granted 

hereby are more fully set forth in the Loan Agreement, the terms and provisions of which 

are incorporated by reference herein as if fully set forth herein. In the event of any 

conflict between the terms of the Loan Agreement and this Intellectual Property Pledge 

Agreement, the Loan Agreement shall govern. 

Section 4. Authorization 

To the extent applicable, the parties hereto authorize and request that the 

Commissioner of Patents and Trademarks of the United States record this security 

interest in the Collateral. 

To the extent applicable, the parties hereto authorize and request that the 

Copyright Office of the United States record this security interest in the Collateral. 

Section 5. Continuing Security Interest; Release And Discharge of 

Security Interest 

(a) This Intellectual Property Pledge Agreement shall create a 

continuing security interest in the Collateral and shall (i) remain in full force and effect 

until the Obligations have matured and have been paid and satisfied in full, (ii) be binding 

upon and inure to the benefit of the Loan Parties, each of the Loan Parties’ executors, 

administrators, successors and assigns, and (iii) inure to the benefit of and be binding 

upon the Secured Party and its successors, transferees and assigns. Upon the payment and 

satisfaction in full of the Obligations, each Loan Party shall be entitled to the return, upon 

its request and at its expense, of such of the Collateral as shall not have been sold or 

otherwise applied pursuant to the terms hereof. 

(b) Release of Security Interest Upon Satisfaction of all 

Obligations. Upon termination of this Intellectual Property Pledge Agreement and 

repayment to the Secured Party of all Obligations and the performance of all obligations 

under the Loan Documents, the Secured Party shall release its security interest in any 

remaining Collateral; provided, that if any payment, or any part thereof, of any of the 

Obligations is rescinded or must otherwise be restored or returned by the Secured Party 

upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the 

Borrower, or upon or as a result of the appointment of a receiver, intervenor or 

conservator of, or a trustee or similar officer for the Borrower or any substantial part of 

its Property, or otherwise, this Intellectual Property Pledge Agreement, all rights 
4 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

hereunder and the Liens created hereby shall continue to be effective, or be reinstated, 

until such payments have been made. 

(c) Partial Release of Collateral. Provided that no Default or Event 

of Default shall then exist, the Borrower or a Guarantor may, in connection with any 

Disposition of any Collateral permitted under the Loan Agreement, obtain the release 

from the Lien of the Loan Documents of the portion of the Collateral sold, upon the 

satisfaction of the conditions set forth in the Loan Agreement. 

Section 6. Miscellaneous 

(a) Waiver; Amendment. None of the terms and conditions of this 

Intellectual Property Pledge Agreement may be changed, waived, modified or varied in 

any manner whatsoever unless in writing duly signed by the Secured Party and the Loan 

Parties.

(b) Notices. Except as otherwise expressly provided herein, all 

notices and other communications hereunder shall be in writing (including telegraphic, 

telex, telecopier, facsimile or cable communication) and shall be mailed, telegraphed, 

telexed, telecopied, faxed, cabled or delivered to the parties hereto at the respective 

address set forth below and shall be effective when received: 

(i) if to a Loan Party, at its address set forth on Annex A hereto; 

(ii) if to the Secured Party, at the respective addresses set forth on Annex A 

hereto; 

or at such other address as shall have been furnished in writing by any Person described 

above to the party required to give notice hereunder. 

(c) Miscellaneous. The headings of the several sections and 

subsections in this Intellectual Property Pledge Agreement are for purposes of reference 

only and shall not limit or define the meaning hereof. This Intellectual Property Pledge 

Agreement may be executed in any number of counterparts, each of which shall be an 

original, but all of which together shall constitute one instrument. In the event that any 

provision of this Intellectual Property Pledge Agreement shall prove to be invalid or 

unenforceable, such provision shall be deemed to be severable from the other provisions 

of this Agreement which shall remain binding on all parties hereto. 

(d) Intellectual Property Pledge Agreement Constitutes Security 

Agreement. This Intellectual Property Pledge Agreement shall constitute a security 

agreement within the meaning of the Uniform Commercial Code. 

(e) GOVERNING LAW. Insofar as there may be no applicable 

Federal law, this Loan Agreement shall be construed in accordance with the laws of the 

State of New York, without regard to any rule of conflicts of law (other than Section 5-
5 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

1401 of the New York General Obligations Law) that would result in the application of 

the substantive law of any jurisdiction other than the State of New York. Nothing in 

this Loan Agreement shall require any unlawful action or inaction by either party.

(f) Hypothecation or Pledge of Collateral. Nothing in this 

Intellectual Property Pledge Agreement shall preclude the Secured Party from engaging 

in repurchase transactions with the Collateral or otherwise pledging, repledging, 

transferring, hypothecating, or rehypothecating the Collateral (subject to the interest of 

the relevant Senior Lien Lender). Nothing contained in this Intellectual Property Pledge 

Agreement shall obligate the Secured Party to segregate any Collateral delivered to the 

Secured Party by Borrower or any of the Guarantors. 

(g) Severability. Any provision of this Intellectual Property Pledge 

Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such 

jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability 

without affecting the validity, legality and enforceability of the remaining provisions 

thereof; and the invalidity of a particular provision in a particular jurisdiction shall not 

invalidate such provision in any other jurisdiction. If any provision of this Intellectual 

Property Pledge Agreement shall be held invalid or unenforceable (in whole or in part) as 

against any one or more of Borrower and the Guarantors, then this Intellectual Property 

Pledge Agreement shall continue to be enforceable against all other Guarantors and 

Borrower, as applicable, without regard to any such invalidity or unenforceability. 

(h) Entire Agreement. This Intellectual Property Pledge Agreement 

and the other Loan Documents embody the entire agreement and understanding of the 

parties hereto and supersede any and all prior agreements, arrangements and 

understandings relating to the matters provided for herein and therein. 

(i) CONSENT TO JURISDICTION AND VENUE; SERVICE 

OF PROCESS. EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY: 

(i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS INTELLECTUAL 

PROPERTY PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, 

OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN 

RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF 

ANY COURT OF THE STATE AND COUNTY OF NEW YORK, OR IN THE 

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF 

NEW YORK; 

(ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY 

BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY 

LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER 

HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY 

SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT 
6 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM 

THE SAME; 

(iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION 

OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY 

REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR 

FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN 

SECTION 6(b) OR AT SUCH OTHER ADDRESS OF WHICH THE SECURED 

PARTY SHALL HAVE BEEN NOTIFIED; AND 

(iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE 

RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER 

PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY 

OTHER JURISDICTION. 

(j) WAIVER OF JURY TRIAL. EACH LOAN PARTY AND THE 

SECURED PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT 

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN 

ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS 

INTELLECTUAL PROPERTY PLEDGE AGREEMENT, ANY OTHER LOAN 

DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

[SIGNATURE PAGE FOLLOWS] 




























8 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

ANNEX A 

LOAN PARTY ADDRESSES 
9 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

SCHEDULE A 

SCHEDULE OF GUARANTORS
10 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Exhibit A

Patents
11 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Exhibit B

Trademarks
12 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Exhibit C

Copyrights



























































EXECUTION COPY 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

#10263494 v3 - Amendment Number Two to Loan and Security Agreement (Chrysler CarCo) 

AMENDMENT NUMBER TWO 

to 

LOAN AND SECURITY AGREEMENT 

dated as of January 2, 2009 

between 

CHRYSLER HOLDING LLC 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) to the Loan 

and Security Agreement referenced below is entered into as of April 6, 2009, between 

CHRYSLER HOLDING LLC, a Delaware limited liability company (the “Borrower”), and the 

UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”). 

R E C I T A L S: 

WHEREAS, the parties hereto have entered into that certain Loan and Security 

Agreement, dated as of January 2, 2009 (as amended, supplemented or modified from time to 

time, the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings 

assigned to them in the Loan Agreement; and 

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions 

of the Loan Agreement so as to exclude the Supplier Receivables Deposit Account (defined 

below) from the lien created by the Loan Agreement, as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as 

follows: 

1. AMENDMENTS

1.1 The following definition is hereby added to Section 1.01 of Appendix A to the 

Loan Agreement in correct alphabetical order: 

 “Supplier Receivables Deposit Account” the segregated deposit account (and any 

cash contained therein) at Citibank, N.A. that has been pledged to Citibank, N.A., as collateral 

agent for the United States Department of the Treasury and as a secured party in its individual 

capacity (solely to secure payment of its fees, expenses and indemnities under (i) the Servicing 

Agreement dated as of or near April 6, 2009 between Citibank, N.A., as the Servicer, and the 

Supplier SPV, as the Purchaser, (ii) the Security Agreement dated as of or near April 6, 2009 

among the Supplier SPV, United States Department of the Treasury, Citibank, N.A., as servicer, 

and Citibank, N.A., as collateral agent for the Secured Parties referred to therein and (iii) the 

Pledge Agreement dated as of or near April 6, 2009 among Chrysler LLC, United States 

Department of the Treasury, Citibank, N.A., as paying agent, and Citibank, N.A., as collateral 

agent for the Secured Parties referred to therein) in connection with the Auto Supplier Support 
2 

#10263494 v3 - Amendment Number Two to Loan and Security Agreement (Chrysler CarCo) 

Program, into which Chrysler LLC (or a subsidiary) deposits the balance due on a purchased 

account receivable held by the Supplier SPV.

1.2 Clause (iii) of the definition of “Excluded Collateral” in Section 1.01 of the Loan 

Agreement is hereby amended and restated in its entirety to read as follows: 

 “the Supplier Receivables Deposit Account and any Equity Interests owned by the 

Borrower or any other Loan Party in any Excluded Subsidiary or any Supplier SPV;” 

1.3 The last word of clause (xix) of the definition of “Permitted Liens” in Section 

1.01 of the Loan Agreement is hereby deleted, clause (xx) of the same definition is hereby redesignated as clause (xxi), and a new clause (xx) is hereby inserted to read as follows: 

 (xx) Liens in favor of the Lender (or its agent or designee) on the Equity Interests 

(and the proceeds thereof) of any Supplier SPV and on the Supplier Receivables Deposit 

Account; and 

1.4 Clause (vii) of the definition of “Permitted Liens” in Section 1.01 of Appendix A 

to the Loan Agreement is hereby deleted. 

2. MODIFICATION OF LOAN AGREEMENT

2.1 This Amendment Number Two is limited precisely as written and shall not be 

deemed to be a consent to a waiver, amendment or modification of any other term or condition of 

the Loan Agreement, the other Loan Documents, or any of the documents referred to therein or 

executed in connection therewith except as provided in Section 1 hereof, and this Amendment 

Number Two shall not be considered a novation. 

2.2 This Amendment Number Two shall not prejudice any right or rights the Lender 

may now have or may have in the future under or in connection with the Loan Agreement, the 

other Loan Documents or any documents referred to therein or executed in connection therewith. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

After giving effect to this Amendment Number Two, the representations and warranties 

of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and 

no Default or Event of Default has occurred and is continuing on and as of the date of this 

Amendment Number Two. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket 

expenses incurred by the Lender in connection with the documentation of this Amendment 

Number Two (including all reasonable fees and out of pocket costs and expenses of the Lender’s 

legal counsel incurred in connection with this Amendment Number Two), pursuant to Section 

11.03(b) of the Loan Agreement. 
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#10263494 v3 - Amendment Number Two to Loan and Security Agreement (Chrysler CarCo) 

5. CONDITIONS PRECEDENT 

 This Amendment Number Two shall become effective as of the date hereof upon the 

satisfaction of the following conditions precedent: 

5.1 The Lender shall have received a duly executed copy of this Amendment Number 

Two. 

6. MISCELLANEOUS

6.1 Construction. This Amendment Number Two is executed pursuant to the Loan 

Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or 

applied in accordance with the terms and provisions thereof. No provision of this Amendment 

Number Two shall be construed against or interpreted to the disadvantage of the Lender or the 

Borrower by reason of the Lender or the Borrower having or being deemed to have structured or 

drafted such provision of this Amendment Number Two. Whenever the Loan Agreement is 

referred to in the Loan Documents or any of the instruments, agreements or other documents or 

papers executed and delivered in connection therewith, it shall be deemed to mean the Loan 

Agreement, as amended hereby. 

6.2 Counterparts. This Amendment Number Two may be executed simultaneously in 

any number of counterparts. Each counterpart shall be deemed to be an original, and all such 

counterparts shall constitute one and the same instrument. The parties agree that this 

Amendment Number Two may be transmitted between them by email or facsimile. The parties 

intend that faxed signatures and electronically imaged signatures (such as .pdf files) shall 

constitute original signatures and are binding on all parties. The original documents shall be 

promptly delivered, if requested. 

6.3 Governing Law. This Amendment Number Two shall be governed by and 

construed in accordance with the applicable terms and provisions of Section 11.10 of the Loan 

Agreement. 

6.4 Successors and Assigns. This Amendment Number Two shall be binding upon 

and inure to the benefit of the parties hereto and to their respective successors and permitted 

assigns. 

6.5 Entire Agreement; Modification. Except as expressly provided in this 

Amendment Number Two, the Loan Agreement is, and shall continue to be, in full force and 

effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified 

and confirmed. This Amendment Number Two is intended by the parties hereto to be the final 

expression of their agreement with respect to the subject matter hereof, and is the complete and 

exclusive statement of the terms thereof, notwithstanding any representations, statements or 

agreements to the contrary heretofore made. The Loan Agreement, as amended and modified 

hereby, may only be further amended, restated, supplemented, or otherwise modified in 

accordance with the provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment 
4 

#10263494 v3 - Amendment Number Two to Loan and Security Agreement (Chrysler CarCo) 

Number Two are for reference purposes only and shall not affect the meaning or interpretation of 

this Amendment Number Two. 

[SIGNATURE PAGE FOLLOWS]
















































































EXECUTION COPY 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

ADMINISTRATION AGREEMENT 

This Administration Agreement (the “Agreement”) is made and entered into by and 

among Chrysler Warranty SPV LLC, a Delaware limited liability company (“Chrysler Warranty 

SPV”), Chrysler LLC, a Delaware limited liability company, Chrysler Motors LLC, a Delaware 

limited liability company, Chrysler Canada, Inc., a Canadian corporation, Chrysler de Mexico 

S.A. de C.V., a Mexican corporation and Chrysler International Corporation, a Delaware 

corporation (jointly referred to herein as the “Company”). (Each a “Party,” and collectively, the 

“Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth 

on Schedule A hereto or, if not set forth therein, in the Loan and Security Agreement. 

R E C I T A L S

WHEREAS, Company is obligated under limited warranties to cover new Chrysler 

vehicles and light trucks sold to retail customers (excluding all fleet sales) for the cost of all parts 

and labor needed to repair any item on any new Chrysler vehicle, once it has left the 

manufacturing plant, that is defective in material, workmanship or factory preparation, which are 

more fully described in Exhibit A, hereto (“Limited Warranties”); 

WHEREAS, Chrysler Warranty SPV has been formed to establish a source of funds to 

ensure that the Limited Warranties applicable to Subject Vehicles (the “Subject Limited 

Warranties”) for which Company retains any Limited Warranty obligations (the “Limited 

Warranty Obligations”) will be honored and is intended to provide confidence to consumers 

considering contracting for the purchase of a new Chrysler vehicle during the Program Period 

(the “Chrysler Warranty Commitment Program” or the “Program”); 

WHEREAS, Chrysler Warranty SPV has been or will be initially capitalized with 

sufficient funds, which consist of funds provided by both Chrysler LLC and Lender, to satisfy 

the Limited Warranty Obligations under the Chrysler Warranty Commitment Program consistent 

with the financial projections and assumptions set forth in Exhibit B hereto; 

WHEREAS, during the term of the Program, the respective Company will continue to 

perform the Limited Warranty Obligations in accordance with the terms and subject to the 

conditions of the Subject Limited Warranties; provided, however, that in the event of a Business 

Failure, Chrysler Warranty SPV will perform the obligations set forth in this Agreement; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 

Article I. Duties of Chrysler Warranty SPV. 

Section 1.01 Administration of Claims. In the event of a Business Failure or in the event 

Lender has provided notice to Chrysler Warranty SPV that a Business Failure is imminent, 

Chrysler Warranty SPV shall, as soon as practicable, upon receipt of the prior written approval 

of Lender, use the funds contributed to it by Chrysler LLC to enter into agreements with one or 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

more third parties to assume the Limited Warranty Obligations from the Company or provide 

warranty benefits to the Persons entitled thereto substantially similar to those benefits covered 

under the Subject Limited Warranties, provided, however, that until such time as Chrysler 

Warranty SPV has entered into such an agreement with a third party, Chrysler Warranty SPV 

shall arrange to reimburse any Warranty Servicer that has performed the Limited Warranty 

Obligations but has not been reimbursed for the cost of performing such obligations by the 

Company or any other Person prior to a Business Failure, provided further, that such Warranty 

Servicer provides documentation reasonably satisfactory to the Chrysler Warranty SPV sufficient 

to establish the cost of performing such Limited Warranty Obligations. Limited Warranty 

Program Data shall be provided by each Company to Chrysler Warranty SPV within five (5) 

Business Days after receipt of notice that a Business Failure is imminent. 

Section 1.02 Extinguishment of Warranty Liabilities. In the event of a Business Failure, upon 

the prior written consent of Lender, in addition to transferring or assigning the Limited Warranty 

Obligations of the Company to a Person legally authorized to provide limited warranty benefits 

substantially similar to the those benefits covered under the Subject Limited Warranties or 

assume the Limited Warranty Obligations as provided in Section 1.01, Chrysler Warranty SPV 

may take all reasonable actions necessary or appropriate to settle or extinguish the Limited 

Warranty Obligations in a manner mutually agreeable to the purchaser of a Subject Vehicle. 

Section 1.03 Services of Chrysler Warranty SPV. In the event of a Business Failure or in the 

event Lender has provided notice to Chrysler Warranty SPV that a Business Failure is imminent, 

prior to such time as Chrysler Warranty SPV has entered into agreements with one or more third 

parties to assume the Limited Warranty Obligations from the Company or provide warranty 

benefits substantially similar to those benefits covered under the Subject Limited Warranties, 

Chrysler Warranty SPV shall use the funds contributed to it by Chrysler LLC to contract with a 

third party administrator (“TPA Agreement”) to provide those services necessary or appropriate 

to perform the Limited Warranty Obligations in the event of a Business Failure. In the event 

Chrysler Warranty SPV fails to enter into a TPA Agreement within ten (10) Business Days of the 

Business Failure or the receipt of the notice of imminent Business Failure referred to above, 

Lender shall be authorized to negotiate and bind Chrysler Warranty SPV to such a TPA 

Agreement. The services to be provided by the third party administrator pursuant to the TPA 

Agreement shall include but not be limited to the following: 

(a) certify the eligibility of claimants under the Subject Limited Warranties, determine the 

validity of claims, and make any investigations to confirm the validity of the claims as 

may be necessary. 

(b) process all Subject Limited Warranty claims in a manner consistent with the terms and 

conditions of the Subject Limited Warranties and any applicable law. 

(c) accurately pay covered claims in accordance with the terms and subject to the conditions 

of the Subject Limited Warranties, Company's policies and procedures and any 

applicable law. 

(d) promptly notify Chrysler Warranty SPV of any claims that are disputed, suspected to be 

fraudulent, or otherwise questionable (including but not limited to any claims involving 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

allegations of improper claim handling, breach of contract, misrepresentation, negligence, 

breach of statutory duty, and failure to act in good faith), refer such claims to Chrysler 

Warranty SPV for consideration and final decision and act on Company's instructions 

following such referral. 

(e) notify and forward to Chrysler Warranty SPV within forty-eight (48) hours of receipt of 

any claims-related inquiries from any regulatory agencies together with any proposed 

response and supporting documents.

(f) notify and forward to Chrysler Warranty SPV within forty-eight (48) hours of receipt of 

any notice or service of actual, threatened, pending, imminent, or existing litigation 

relating to claims-related matters. 

(g) report to Chrysler Warranty SPV on a mutually agreed basis all detailed claim 

information in format mutually agreed to by the Parties. 

(h) obtain any and all authorizations and licenses, if any, required to adjust and settle claims 

on behalf of Chrysler Warranty SPV. 

(i) allow Chrysler Warranty SPV to conduct periodic audits of all claim related materials 

and claim files. 

(j) perform any other administrative functions incidental to the proper execution of the claim 

service function as may be required by Company or Chrysler Warranty SPV or as may be 

required by applicable law. 

Section 1.04 Use of Funds. Chrysler Warranty SPV acknowledges and agrees that it will not, 

without the prior written consent of the Lender, use the funds initially contributed to it by 

Chrysler LLC or contributed to it pursuant to Section 2.02, or any other monies received by 

Chrysler Warranty SPV from time to time, for any purpose other than to fulfill its obligations as 

set forth in Article I Duties of Chrysler Warranty SPV and to make distributions as provided in 

Sections 1.05, 6.01 and 6.02. All such funds and other monies shall be deposited in the Account 

established pursuant to and shall be subject to the Account Control Agreement. All 

disbursements of such funds and other monies shall require the written consent of the Lender. 

Section 1.05 Other Governmental Support. Notwithstanding Sections 1.01, 1.02 and 1.03, if 

any Foreign Government, agency, instrumentality, program, facility or other entity of any 

type funded or supported by a Foreign Government provides any guaranty, substitute coverage, 

or any other form of financial support or coverage (“Alternative Government Support”) 

that results in the owner of a Subject Vehicle or any other Person receiving limited warranty 

benefits or payments substantially similar to the Limited Warranty Obligations of the respective 

Company, then the Subject Vehicles covered by such Alternative Government Support shall be 

excluded from the Chrysler Warranty Commitment Program and this Agreement, and upon 

written notice with supporting detail from the Company, all amounts held by Chrysler Warranty 

SPV with respect to such Subject Vehicles shall be distributed, except to the extent additional 

funds are required in accordance with Section 2.02, as follows: (i) twelve percent (12%) of such 

amount to Chrysler LLC and (ii) eighty-eight percent (88%) of such amount to the Lender (a) to 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

reduce any accrued but unpaid interest due to the Lender with respect to the Warranty Advance 

pursuant to the Loan And Security Agreement, (b) after all interest due and owing has been paid, 

to reduce any outstanding principal amount due to the Lender with respect to the Warranty 

Advance pursuant to the Loan And Security Agreement and (c) thereafter, to any other 

Obligations related to the Warranty Advance. The Party participating in such Alternative 

Government Support and Chrysler Warranty SPV shall thereafter have no further obligations 

under this Agreement in connection with the Subject Vehicle(s) excluded from this Program. 

Article II. Obligations of The Company

Section 2.01 Modification of Limited Warranties. Company may modify the coverage provided 

under the Limited Warranties during the Program Period; provided, however, that any 

modifications of such Limited Warranties shall not be effective without the prior written 

approval of the Lender. 

Section 2.02 Funding of Projected Cost of Limited Warranties. Company warrants that its 

assumptions and projections concerning the number of Subject Vehicles, by vehicle type and the 

average cost per vehicle of providing the Limited Warranty Obligations, as set forth in Exhibit B, 

both of which have been used by and relied upon by Company and the Lender to determine the 

initial capitalization of Chrysler Warranty SPV, are believed by the Company in good faith to be 

fair and reasonable and based on historic actual experience of the Company with respect to the 

Limited Warranties and the Limited Warranty Program Data of each Company. In the event (i) 

the number of Subject Vehicles increases by more than ten percent (10%) above the projections 

used to determine the initial capitalization of Chrysler Warranty SPV or (ii) the relative 

proportion of the different types of Subject Vehicles changes so that the average cost of the 

Limited Warranty Obligations per vehicle increases by more than ten percent (10%), Chrysler 

LLC shall contribute additional funds to Chrysler Warranty SPV in an amount sufficient to fund 

125% of the revised projected Limited Warranty Obligations for the Subject Vehicles, (the 

“Additional Funds”) provided, however, in determining the Additional Funds to be contributed 

by Chrysler LLC to Chrysler Warranty SPV, Chrysler LLC shall be entitled to reduce the amount 

of the Additional Funds by the projected reduction in required Additional Funds attributable to 

(a) any change in projected Subject Vehicle sales during the remainder of the Program Period 

and (b) the projected average cost of the Limited Warranty Obligations per vehicle based on the 

relative proportion of the different types of vehicles projected to be sold during the remainder of 

the Program Period. Commencing promptly after the execution date of this Agreement, each 

Company shall provide to Chrysler Warranty SPV, with a copy to Lender, a report, updated 

monthly thereafter until the end of the Program Period, that sets forth all Subject Vehicles 

contracted to be sold during the Program Period and all information with respect to such Subject 

Vehicles that is necessary or appropriate to evaluate the actual projected average cost per vehicle 

of the Subject Limited Warranties. 

Section 2.03 Transfer of Limited Warranties. The Company authorizes Chrysler Warranty 

SPV to act and to enter into binding agreements on its behalf to transfer or contract for the 

servicing of the Subject Limited Warranties and Limited Warranty Obligations as provided in 

Sections 1.01 and 1.03, above. 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Section 2.04 Notice to Warranty Servicer. In the event the End Date of the Program Period is 

changed to a date prior to June 30, 2009 (or such extended time period as the Lender and the 

Company shall have mutually agreed upon), or upon execution of any amendments to this 

Agreement that change the obligations of the Parties under Article I hereof, the Company shall 

immediately provide written notice of such change or amendment to its Warranty Servicers. 

Article III. Confidentiality

Section 3.01 Confidentiality. Neither Company nor Chrysler Warranty SPV shall disclose or 

communicate at any time to any other person any confidential information or trade secrets 

relating to the business of the other Party or any affiliate or agent thereof, including but not 

limited to business methods and techniques, research data, marketing and sales information, 

customer lists, know-how and any other information concerning the business of the other Party 

or any affiliate or agent thereof, its manner of operation, plans or other data not disclosed to the 

general public, unless prior written consent is obtained from the other Party. The Limited 

Warranty Program Data shall be considered confidential information under Section 3.01 by 

Chrysler Warranty SPV, Lender and any third party that enters into a contract with Chrysler 

Warranty SPV pursuant to Section 1.03. Chrysler Warranty SPV shall obtain a written 

agreement from each third party engaged by Chrysler Warranty SPV pursuant to Article I hereof 

to be bound by the terms of the preceding sentences. 

Article IV. Independent Contractor

Section 4.01 Independent Contractor. Chrysler Warranty SPV is an independent contractor, 

and nothing herein shall be construed to create the relationship of employer/employee, principal/ 

agent, partners or joint venturers between Chrysler Warranty SPV and Company. 

Article V. Limitation of Liability

Section 5.01 Limitation of Liability. To the fullest extent permitted by applicable law, none of 

the Parties, any employee or agent of the Parties or any employee, representative, agent or 

Affiliate of each Party (collectively, the “Covered Persons”) shall be liable to the Company or 

any other Person that is a party to or is otherwise bound by this Agreement or who has an interest 

in or claim against the Company for any loss, damage or claim incurred by reason of any act or 

omission performed or omitted by such Covered Person in good faith on behalf of the Company 

and in a manner reasonably believed to be within the scope of the authority conferred on such 

Covered Person by this Agreement, except that a Covered Person shall be liable for any such 

loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful 

misconduct. 

Article VI. Term and Termination

Section 6.01 Term and Termination. This Agreement shall be effective as of the Effective 

Date and shall continue for a term ending the earlier of (i) one year after June 30, 2009 (or such 

extended time period as the Lender and the Company shall have mutually agreed upon), if a 

Business Failure of Chrysler LLC or any Company has not occurred prior to such date, (the 

“Final Termination Date”), in which event the obligations of the Chrysler Warranty SPV under 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Sections 1.01, 1.02 and 1.03 of this Agreement shall terminate and the respective Company shall 

retain full responsibility for any remaining Limited Warranty Obligations, (ii) the date Chrysler 

Warranty SPV has entered into an agreement with a third party as described in Section 1.01; or 

(iii) upon written notice from Chrysler LLC that it has completed a successful reorganization or 

restructuring, and delivery of written concurrence by Lender of completion of a successful 

reorganization or restructuring, as determined by the Lender in its sole discretion, prior to the 

Final Termination Date (the earlier of (i), (ii) and (iii), the “Termination Date”). 

Section 6.02 Application of Funds Upon Termination. Upon the Termination Date all amounts 

available in the Account together with any additional funds contributed by Chrysler LLC 

pursuant to Section 2.02 and any other monies received by Chrysler Warranty SPV from time to 

time shall be distributed in the following order of priority: 

first, to pay any costs and expenses then due and payable and any other amounts 

due and payable in accordance with Article 1, hereof, to any Person entitled to payment under 

Article I, hereof; 

second, to pay the outstanding interest due to the Lender with respect to the 

Warranty Advance pursuant to the Loan And Security Agreement until such outstanding interest 

amount shall have been paid in full; 

third, to pay the outstanding principal amount due to the Lender with respect to 

the Warranty Advance pursuant to the Loan And Security Agreement until such outstanding 

principal amount shall have been paid in full; 

fourth, to distribute any remaining amount to the Member of Chrysler Warranty 

SPV in accordance with the terms of the Limited Liability Company Agreement of Chrysler 

Warranty SPV LLC. 

Section 6.03 Survival. Notwithstanding anything in this Agreement to the contrary, any 

provision of this Agreement that contemplates performance or observance subsequent to any 

termination or expiration of this Agreement shall survive any termination or expiration of this 

Agreement and continue in full force and effect. 

Article VII. Miscellaneous

Section 7.01 Counterparts. This Agreement may be executed simultaneously in any number of 

counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall 

constitute one and the same instrument. The Parties agree that this Agreement may be 

transmitted between them by email or facsimile. The Parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are 

binding on all Parties. The original documents shall be promptly delivered, if requested. 

Section 7.02 Governing Law. This Agreement shall be governed by and construed under the 

laws of the State of New York (without regard to conflict of laws principles), all rights and 

remedies being governed by said laws. 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Section 7.03 Successors and Assigns. This Agreement shall be binding upon and inure to the 

benefit of the Parties and to their respective successors and permitted assigns. 

Section 7.04 Entire Agreement; Modification. This Agreement is intended by the Parties to be 

the final expression of their agreement with respect to the subject matter hereof, and is the 

complete and exclusive statement of the terms thereof, notwithstanding any representations, 

statements or agreements to the contrary heretofore made. 

Section 7.05 Headings. The headings, captions and arrangements used in this Agreement are 

for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 

Section 7.06 Severability of Provisions. Each provision of this Agreement shall be considered 

severable and if for any reason any provision or provisions herein are determined to be invalid, 

unenforceable or illegal under any existing or future law, such invalidity, unenforceability or 

illegality shall not impair the operation of or affect those portions of this Agreement which are 

valid, enforceable and legal. 

Section 7.07 Amendments. This Agreement may be modified, altered, supplemented or 

amended pursuant to a written agreement executed by the Parties, provided, however, that the 

Parties agree that the Program Period End Date may be modified by the Lender as provided in 

the definition of Program Period and that any change in the Program Period End Date set forth in 

a Notice provided by the Lender to the Parties shall be incorporated into this Agreement and 

shall be binding on the Parties. Notwithstanding anything to the contrary in this Agreement, so 

long as any Obligation is outstanding, this Agreement may not be modified, altered, 

supplemented or amended unless the Lender consents in writing. 

Section 7.08 Notices. Any notices required to be delivered hereunder shall be in writing and 

personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid 

transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the 

Company, to the Company at its address as may be designated by written notice to the other 

Parties, (b) in the case of the Chrysler Warranty SPV c/o the Independent Manager at 

Wilmington Trust SP Services, Inc., 919 North Market Street, Suite 1600, Wilmington, DE 

19801, attention: Corporate Trust Admininstration, (c) in case of the Lender and Chrysler LLC, 

in accordance with the Notice provisions of the Loan and Security Agreement and (d) in the case 

of any of the foregoing, at such other address as may be designated by written notice to the other 

Parties. 

Section 7.09 Rules of Construction. Definitions in this Agreement and in Schedule A hereto 

apply equally to both the singular and plural forms of the defined terms. The words “include” 

and “including” shall be deemed to be followed by the phrase “without limitation,” and words of 

masculine, feminine or neuter gender shall mean and include the correlative words of the other 

genders. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer 

to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The 

Section titles appear as a matter of convenience only and shall not affect the interpretation of this 

Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a 

particular document shall be references to such parts of this Agreement. References to any 
 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

agreement herein includes any schedules and exhibits attached thereto, as well as any 

amendments, restatements, supplements or other modifications thereto from time to time. 




 

SCHEDULE A 

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the 

following meanings: 

“Account” means the securities account established pursuant to the Account Control 

Agreement. 

“Account Control Agreement” means the Account Control Agreement between Chrysler 

Warranty SPV and JPMorgan Chase Bank, N.A. dated April 29, 2009. 

“Affiliate” means a Person that directly or indirectly, through one or more intermediaries, 

controls, is controlled by, or is under common control with, another Person. 

“Bankruptcy” means, with respect to any Person, (i) if such Person makes a general 

assignment for the benefit of creditors, (ii) if such Person files a voluntary petition in bankruptcy, 

(iii) if such Person is adjudged a bankrupt or insolvent, or has entered against it an order for 

relief, in any bankruptcy or insolvency proceedings, (iv) if such Person files a petition or answer 

seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or 

similar relief under any statute, law or regulation, (v) if such Person files an answer or other 

pleading admitting or failing to contest the material allegations of a petition filed against it in any 

proceeding of this nature, (vi) if such Person seeks, consents to or acquiesces in the appointment 

of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, 

or (vii) if 60 days after the commencement of any proceeding against such Person seeking 

reorganization, arrangement, composition, readjustment, liquidation or similar relief under any 

statute, law or regulation, the proceeding has not been dismissed, or if within 60 days after the 

appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of 

such Person or of all or any substantial part of its properties, the appointment is not vacated or 

stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated. 

“Business Failure” means a bankruptcy, other reorganization, restructuring or cessation 

of business of Chrysler LLC in which it or any subsidiary or affiliate terminates, dishonors or 

rejects Limited Warranty Obligations, but excludes a reorganization or restructuring for purposes 

of implementing a plan acceptable to the Lender. 

“Company” means Chrysler Motors LLC, a Delaware limited liability company, Chrysler 

Canada, Inc., a Canadian corporation, Chrysler de Mexico S.A. de C.V., a Mexican corporation 

and Chrysler International Corporation, a Delaware corporation. 

“End Date” shall have the meaning set forth in the definition of Program Period. 
 

“Foreign Government” means any government or governmental authority, quasigovernmental authority, instrumentality, court, government or self-regulatory organization, 

commission, tribunal or organization, or any governmental regulatory body of any country other 

than the United States and any of its departments and agencies. 

“Limited Warranty Program Data” means any information necessary or appropriate to 

evaluate the actual and projected average cost per vehicle of the Limited Warranty Obligations, 

including, but not limited to, (i) historic claims information with respect to each Limited 

Warranty program by vehicle type for the immediately preceding five years, and (ii) the 

projected claims experience for the Limited Warranties. 

“Lender” means the United States Department of the Treasury, and its permitted 

successors and assigns. 

“Loan and Security Agreement” means the Loan And Security Agreement dated as of 

January 2, 2009 between Chrysler Holding LLC and The United States Department Of The 

Treasury, as amended from time to time. 

“Notice” means notice provided pursuant to Section 7.08 of this Agreement. 

“Person” means any individual, corporation, partnership, joint venture, limited liability 

company, limited partnership, limited liability partnership, association, joint stock company, 

trust, unincorporated organization, or other organization, whether or not a legal entity, and any 

governmental authority. 

“Program Period” means the time period from March 30, 2009 (“Beginning Date”) to 

June 30, 2009 (“End Date”), inclusive, or such extended time period as the Lender and Company 

shall mutually agree upon in writing, provided, however, that the Lender shall have the right, in 

its sole discretion, to modify the End Date to a date prior to June 30, 2009 (or such extended 

time period as the Lender and Company shall have mutually agreed upon) by providing written 

Notice to the Company and Chrysler LLC. 

“Subject Vehicle” means any retail (non-fleet) vehicle contracted to be sold by the 

Company during the Program Period. 

“Warranty Advance” shall have the same meaning as such term has in Amendment 

Number Three to the Loan And Security Agreement 

“Warranty Servicer” means any authorized Chrysler, Dodge or Jeep dealer or vehicle 

repair facility that has been approved by the Company or other entity acting on the Company's 

behalf to provide repair services required to satisfy the Limited Warranty Obligations. 
 

Exhibit A 

Form of Warranties Applicable to Subject Vehicles 
 

Exhibit B 

Initial Capitalization Projections. 

[Redacted in response to Chrysler’s request.] 


EXECUTION VERSION

AMENDMENT NUMBER FOUR

to

LOAN AND SECURITY AGREEMENT

dated as ofJanuary 2,2009

between

CGI HOLDING LLC

and

THE UNITED STATES DEPARTMENT OF THE TREASURY

This AMENDMENT NUMBER FOUR (this "Amendment Number Four") to the Loan

and Security Agreement referenced below is entered into as of July 23, 2009, by and between

CGI HOLDING LLC, a Delaware limited liability company, formerly known as Chrysler

Holding LLC (the "Borrower"), and the UNITED STATES DEPARTMENT OF THE

TREASURY (the "Lender"). Capitalized terms used but not defined herein have the meanings

assigned to them in the Loan Agreement (defined below).

RECITALS

WHEREAS, the parties hereto have entered into that certain Loan and Security

Agrecmcnt, datcd as of January 2, 2009 (as amended, supplemented or modified from time to

time, the "Loan Agreement");

WHEREAS, on April 30, 2009, Chrysler LLC and twenty-four other Subsidiaries of the

Borrower (each listed on Schedule I hereto) entered vo luntary petitions for relief under Chapter

11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern

District ofNew York (the "Chrysler Bankruptcy");

WHEREAS, pursuant to the First Lien Credit Agreement, dated as ofJune 10,2009 (the

"NewCo Agreement"), by and among New CarCo Acquisition LLC, the Lender and the other

lenders party thereto from time to time, New CarCo Acquisition LLC has assumed $500,000,000

ofBorrower's outstanding loans under the Loan Agreement; and

WHEREAS, the parties hereto have agreed to enter into this Amendment Number Four to

address issucs related to the Chrysler Bankruptcy, including the payment of FinCo Distributions

and Proceeds and Lender's rights and remedies resulting from the Chrysler Bankruptcy;

WHEREAS, the Borrower and the Lender desirc to amend certain terms and provisions

ofthe Loan Agreement as provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein

contained, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as

follows:

1. AMENDMENTS

1.1. The following definitions are hereby added to Section 1.01 of Appendix A to the Loan

Agreement in the correct alphabetical order:

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
"Bankrupt Loan Parties" shall mean the Loan Parties listed at numbers 1-6 and 9-25 on

Schedule I attached hereto.

"Borrower-Controlled Loan Parties" shall mean the Borrower, CarCo Intennediate

HoldCo I LLC, and CarCo lntennediate HoldCo 11 LLC.

"Borrower-Controlled Loan Party Default" shall mean, subject to Section 2.2(d) of

Amendment Number Four to the Loan Agreement, any Default, other than the Specified

Defaults.

"Borrower-Controlled Loan Party Event of Default" shall mean, subject to Section 2.2(d)

of Amendment Number Four to the Loan Agreement, (a) any Event of Default, other than

the Specified Dcfimlts, and (b) the inaccuracy of any of the Borrower's representations

and warranties pursuant to Section 3 of Amendment Number Four to this Loan

Agreement.

"Borrower Equity Holders" shall mean the holders of the Equity Interests III the

Borrower.

"Chrysler Financial" shall mean Chrysler Financial Services Americas LLC.

"DIP Credit Facility" shall mean that certain Second Lien Secured Priming Superpriority

Debtor-in-Possession Credit Agreement, dated as of May 5, 2009, by and among the

Borrower, as borrower, and the Lender and Export Development Canada, as lenders.

"FinCo Credit Agreement" shall mean any credit agreement or other financing

arrangement to which Chrysler Financial is a party and under which Chrysler Financial

has outstanding obligations as ofJuly 23,2009.

"FinCo Distributions and Proceeds" shall have the meaning ascribed to such tenn in

Section 4.01(a) of Appendix A to this Loan Agreement.

"FinCo Support Amount" shall mean the amount of the outstanding Obligations.

"Forbearance Default" shall have the meaning ascribed to such tenn in Section 2.4 of

Amendment Four to this Loan Agreement.

2

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
"InterCo" shall mean FinCo Intermediate HoldCo LLC, a Delaware limited liability

company.

"Master Transaction Agreement" shall mean the Master Transaction Agreement, dated as

of April 30, 2009, among Fiat S.p.A., New CarCo Acquisition LLC, Chrysler LLC and

the other Sellers identified therein, as amended, supplemented or modified from time to

time.

"Operating Expenses" shall mean, with respect to any Person, all costs and expenses of

ownership and operation of the Person's assets and the business, including, but not

limited to, payroll costs, costs of materials, taxes, insurance premiums, utility costs, costs

of repairs and maintenance, costs for general, administrative, and overhead matters,

outside accountants' expenses, and any other expenses incurred in the ordinary course of

operating the Person's business.

"Reserves" shall mean, with respect to any Person, reserves established by such Person in

accordance with GAAP.

"Section 363 Sale Order" shall mean the Order (I) Authorizing the Sale of Substantially

All of the Debtors' Assets Free and Clear of All Liens, Claims, Interests and

Encumbrances, (II) Authorizing the Assumption and Assignment of Certain Executory

Contracts and Unexpired Leases in Connection therewith and Related Procedures and

(III) Granting Related Relief, entered by the United States Bankruptcy Court for the

Southern District of New York on June 1,2009.

"Section 363 Sale Transaction" shall mean the Disposition of certain assets of the Loan

Parties pursuant to the Master Transaction Agreement, the "Transaction Agreements" (as

defined in the Master Transaction Agreement), the "Deferred Closing Agreement" (as

defined in the Master Transaction Agreement) and the Section 363 Sale Order.

"Specified Defaults" shall have the meaning ascribed to such term in Section 2.2 of

Amendment Number Four to this Loan Agreement.

3

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
"Trigger Date Calculation Period" shall mean any rolling three full calendar month

period, with the first such three tull calendar month period to commence on July 1,2009.

1.2. The definition of "Borrower" in Section 1.01 of Appendix A is hereby amended and

restated in its entirety to read as follows:

"Borrower" shall mcan CGI Holding LLC (F/KJA Chrysler Holding LLC), a Delaware

limited liability company.

1.3. The definition of "Expiration Date" in Section 1.0 I of Appendix A is hereby amended

and restated in its entirety to read as follows, and all references to "Expiration Date" in the Loan

Documents are replaced by "Legal Final Maturity Date":

"Legal Final Maturity Date" shall mean November 3,2019.

1.4. The definition of "Maturity Date" in Section 1.01 of the Loan Agreement IS hereby

amended and restated in its entirety to read as follows:

"Maturity Date" shall mean the earlier of (a) fifteen days after the occurrence of a

Forbearance Default and (b) the Legal Final Maturity Date.

1.5. The definition of "Maximum Loan Amount" in Section 1.01 of Appendix A to the Loan

Agreement is hereby amended and restated in its entirety to read as follows:

"Maximum Loan Amount" shall mean $3,500,000,000.

1.6. The definition of "Obligations" in Section 1.0I the Loan Agreement is hereby amended

by replacing "Borrower's" in part (d) thereof with "Loan Parties"'.

1.7. Section 4.01 ofAppendix A to the Loan Agreement is hereby amended and restated in its

entirety to read as follows:

4.01 Collateral; Security Interest

(a) Notwithstanding any provision of the Loan Agreement or the other Loan

Documents to the contrary, including, without limitation, any Lien on or security interest

in any assets or property of the Borrower, the Lender's recourse for the payment or

performance of the Obligations to any direct or indirect Equity Interest of Borrower in

InterCo or any of its Subsidiaries (including, without limitation, Chrysler Financial) shall

be limited to, without duplication, (i) distributions paid to and received by the Borrower

on or in respect of the Borrower's Equity Interests in InterCo (and of InterCo's Equity

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
Interests in Chrysler Financial), and Oi) proceeds (net of disposition costs, fees, expenses,

and taxes) paid to and received by the Borrower from or in respect of any sale,

repurchase, or redemption of such Equity Interests in InterCo (and of InterCo's Equity

Interests in Chrysler Financial) (collectively, "FinCo Distributions and Proceeds"). The

FinCo Distributions and Proceeds shall be paid as follows (subject to Section 4.01(b)

below):

(2) the Borrower shall cause the next $2,062,000,000 of FinCo Distributions

and Proceeds to be paid directly to the Borrower Equity Holders; and

(3) thereafter, the Borrower shall cause, pro rata, sixty percent (60%) of any

additional FinCo Distributions and Proceeds to be paid to the Borrower Equity

Holders, and shall cause the remaining forty percent (40%) of such additional

FinCo Distributions and Proceeds to be paid to the Lender,

The Borrower shall make payments owing to the Lender pursuant to clauses (1) and (3)

above until such time as all Obligations have been fully satisfied.

(b) (1) The Borrower shall make or cause to be made the payments described in

Section 4.01(a)(I) through (3) above in the event that there are any FinCo Distributions

and Proceeds (including, without limitation, pursuant to Section 7.27 of Appendix A to

the Loan Agreement), and shall ay in full all Obli ations in no event later than the

earlier of (a) and (b) the Legal Final

Maturity Date.

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
(c) The Lender hereby waives any and all rights to receive any payment, distribution

or recovery trom the FinCo Distributions and Procceds, except in accordance with

Section 4.01(a) above, including (without limitation) any payment, distribution or

recovery made on account of the Obligations in any applicable bankruptcy, insolvency,

dissolution, reorganization, arrangement, winding up, composition or readjustment of

debt, moratorium, delinquency, or liquidation law of any jurisdiction. This limitation

shall not apply to any subsequent transactions entered into by the Lender to or for the

benefit of one or more members of the Chrysler Group.

(e) This Section 4.01 and Section 7.27 of Appendix A to the Loan Agreement shall

survive for so long as any Obligations remain outstanding, nothwithstanding the

occurrence of a bankruptcy of any Loan Party, InterCo or Chrysler Financial, the

tcrmination of any Loan Document, or the occurrence of any Default, Event of Default,

Borrower-Controlled Loan Party Default, Borrower-Controlled Loan Party Event of

Default, Forbearance Default, the Final Winding-Up Date, the Legal Final Maturity Date,

or any other event or circumstance.

1.8. Section 6.26(c) of the Loan Agreement is hereby deleted.

1.9. Section 7.01 of Appendix A to the Loan Agreement is hereby deleted.

1.10. Sections 7.01(a), (b) and (c) of the Loan Agreement are hereby amended and restated in

their entirety to read as fo Hows:

6

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMAnON
(a) as soon as available and in any event within forty-five (45) days aftcr the cnd of cach

month, commencing with respect to the month of August 2009, the Consolidated balance sheets

ofthe Borrower and the other Borrower-Controlled Loan Parties as at the end ofsuch month and

the related unauditcd Consolidated statements of income and retained earnings and of cash flows

for the Borrower and the other Borrower-Controlled Loan Parties for such month and the portion

ofthe fiscal year through the end of such month, setting forth in each case in comparative form

the figures for the previous ycar;

(b) as soon as available and in any event within sixty (60) days after the end of each of

the first three quarterly fiscal periods of each fiscal year of the Borrower, the Consolidated

balance sheets of the Borrower and the other Borrower-Controlled Loan Parties as at the end of

such period and the related unaudited Consolidated statements of income and retained earnings

and of cash flows for the Borrower and the other Borrower-Controlled Loan Parties for such

period and the portion ofthe fiscal year through the end ofsuch period, setting forth in each case

in comparative form the figures for the previous year;

(c) as soon as available and in any event within ninety (90) days after the end of each

fiscal year of the Borrower, the Consolidated balance sheets of the Borrower and the other

Borrower-Controlled Loan Parties as at the end of such fiscal year and the related Consolidated

statements of income and retained earnings and of cash flows for the Borrower and the other

Borrower-Controlled Loan Parties for such year, setting forth in each case in comparative form

the figures for the previous year, accompanied by an opinion thereon of independent certified

public accountants of recognized national standing, which opinion shall state that said

Consolidated financial statements fairly present the Consolidated financial condition and results

of operations of the Borrower and the other Borrower-Controlled Loan Parties at the end of, and

for, such fiscal year in accordance with GAAP;

1.11. Section 7.01 (h) of the Loan Agreement is hereby amended and restated in its entirety to

read as follows:

as soon as available and in any event within thirty (30) days after the end of each of the

first quarterly fiscal period of each fiscal year of the Borrower commencing in the year 2010,

updated Schedules to this Loan Agreement, which shall be true, accurate and complete in all

matcrial respccts as of the last Business Day of such fiscal period, provided, however, that (I)

such updated Schedules shall be required to include information relating to only the BorrowerControlled-Loan Parties, and (2) no update shall be required for a particular Schedule, if the

information reflected on the latest version ofsuch Schedule has not changed.

1.12. Section 7.01 of the Loan Agreemcnt is hereby amended by deleting the word "and" at1er

the end of subsection (f), replacing the "." at the end ofsubsection (h) with a ";", and adding the

following new subsections (i), (j), (k), and (1) thereto:

(i) (l) as soon as available, but in any event within 90 days after the end of each

fiscal year of Chrysler Financial, a copy of the audited Consolidated balance sheet of

Chrysler Financial and its Consolidated Subsidiaries as at the end of such year and the

related audited Consolidated statements of operations and comprehensive income,

member's interest, and cash flows for such year, and commencing with the fiscal period

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
ending December 31, 2009, setting forth in each case in comparative form the fignres tor

the previous year, reported on by an independent certified public accountant of nationally

recognized standing;

(2) as soon as available, but in any event not later than 45 days after the end

of each of the first three quarterly periods of each fiscal year of Chrysler Financial,

commencing with the fiscal quarter ending September 30, 2009, the unaudited

Consolidated balance sheet of Chrysler Financial and its Consolidated Subsidiaries as at

the end of such quarter and the related unaudited Consolidated statements of operations

and comprehensive income, member's interest and cash flows for such quarter and the

portion of the fiscal year through the end of such quarter and setting forth in each case in

comparative form the figures for the previous year, certified by a Responsible Person of

Chrysler Financial as being fairly stated in all material respects (subject to the absence of

normal year end audit adjustments and footnotes); and

(k) no later than the twentieth day of each calendar month, a certificate executed by a

Responsible Person of the Borrower that the Borrower is in compliance with Section

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
4.0 I(b)(2) of Appendix A to the Loan Agreement and providing reasonable evidence of

such compliance; and

(I) Notwithstanding anything to the contrary in this Loan Agrecmcnt, (i) thc auditcd

financial statements required by this Section 7.01 shall be acceptable to the Lender

notwithstanding that the accompanying auditor's opinion is qualified with respect to

going concem issues and (ii) the Borrower-Controlled Loan Parties shall be required to

use only commercially reasonable efforts in complying with GAAP with respect to the

financial statements required by this Section 7.01, provided that calculations of Reserves

shall be made in full compliance with GAAP.

1.13. The last paragraph of Section 7.01 of the Loan Agreement IS hereby amended and

restated in its entirety to read as follows:

The Borrower will fumish to the Lender, at the time it fumishes each set of

financial statements pursuant to paragraphs (a), (b) and (c) above, a certificate of a Responsible

Person of the Borrower in substantially the form of Exhibit E, wherein such Responsible Person

shall certifY that, (i) said Consolidated financial statements fairly present the Consolidated

financial condition and results of operations of the Borrower and the other Borrower-Controlled

Loan Parties in accordance with GAAP, consistently applied, as at the end of: and for, such

period (subject to normal year-end audit adjustments and the absence of footnotes if applicable),

and (ii) to the best of such Responsible Person's knowledge, and except for any Specified

Defaults, each Borrower-Controlled Loan Party during such fiscal period or year has observed or

performed all of its covenants and other agreements in all material respects, is in compliance

with the representations and warranties in this Loan Agreement and the other Loan Documents

and has satisfied every material condition contained in this Loan Agreement and the other Loan

Documents to be observed, performed or satisfied by them, and such Responsible Person has

obtained no knowledge of any Borrower-Controlled Loan Party Default or Borrower-Controlled

Loan Party Event of Default except as specified in such certificate (and, if any BorrowerControlled Loan Party Default or Borrower-Controlled Loan Party Event of Default has occurred

and is continuing, describing the same in reasonable detail and describing the action the

Borrower has taken or proposes to take with respect thereto).

1.14. Section 7.02 of Appendix A to the Loan Agreement is hereby deleted.

1.15. Section 7.02(f) of the Loan Agreement is hereby amended by adding the following

sentence to the end thereof:

Insurance. Promptly upon any material change in the insurance coverage required

of any Borrower-Controlled Loan Party pursuant to any Loan Document, with copy of evidence

ofsame attached;

1.16. Section 7.02(i) of the Loan Agreement is hereby amended and restated in its entirety to

read as follows:

(i) Reserved.

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
1.17. Section 7.02(j) of the Loan Agreement is hereby amended and restated in its entirety to

read as follows:

(j) Liquidity. On the first Monday of each calendar month(or if such day is not a

Business Day, the next succeeding Business Day), beginning on Tuesday, September 8,

2009, the Borrower shall deliver to the Lender a liquidity status report, detailing, with

respect to the Borrower-Controlled Loan Parties (on a Consolidated and consolidating

basis): (i) any material changes in their business since the date ofthe last status report;

(ii) any transfer, sale, pledge or other Disposition of any material asset since the date of

the last status report; and (iii) any changes to their capital structure in a form agreed to

between the parties;

1.18. Section 7.02(k) of the Loan Agreement is hereby amended and restated in its entirety to

read as follows:

(k) Expense Policy. Within fifteen (15) days after the start of each calendar month,

beginning with September, 2009, the Borrower shall deliver to the Lender a certification

signed by a Responsible Person of the Borrower that (i) the Expense Policy conforms to

the requirements set forth herein; (ii) the Borrower-Controlled Loan Parties are in

compliance with the Expense Policy; and (iii) there have been no material amendments to

the Expense Policy or deviations from the Expense Policy other than those that have been

disclosed to and approved by the Lender; and

1.19. Section 7.03 ofthe Loan Agreement is hereby replaced with "Reserved."

1.20. Section 7.17 of Appendix A to the Loan Agreement is hereby deleted.

1.21. Section 7.19 of Appendix A to the Loan Agreement is hereby deleted.

1.22. Section 7.19 ofthe Loan Agreement is hereby amended and restated in its entirety to read

as follows:

(a) Other than as set forth in Appendix A, at all times from August 31,2009 through

the term of this Loan Agreement, the Borrower-Controlled Loan Parties shall maintain and

implement an Expense Policy and distribute the Expense Policy to all employees covered under

the Expense Policy. Any material amendments to the Expense Policy shall require the prior

written consent of the Lender, and any material deviations from the Expense Policy, whether in

contravention thereof or pursuant to waivers provided for thereunder, shall promptly be reported

to the Lender.

(b) The Expense Policy shall, at a minimum: (i) require compliance with all Applicable

Law, (ii) apply to the Borrower-Controlled Loan Parties, (iii) govern (A) the hosting,

sponsorship or other payment for conferences and events, (B) travel accommodations and

expenditures, (C) consulting arrangements with outside service providers, (D) any new lease or

acquisition of real estate, (E) expenses relating to office or facility renovations or relocations,

and (F) expenses relating to entertainment or holiday parties; and (iv) provide for (A) internal

10

CHRYSLER CONFIDENTIAL COMMERCIAL INFOlUv1ATION
reporting and oversight, and (B) mechanisms for addressing non-compliance with the Expense

Policy.

1.23. Section 7.24 of Appendix A to the Loan Agreement is hereby deleted.

1.25. Section 7.29 of the Loan Agreement is hereby amended and restated in its entirety to read

as tollows:

(a) The Borrower shall promptly establish internal controls to provide

reasonable assurance of compliance in all material respects with each of the Borrower's

covenants and agreements set forth in Sections 7.17, 7.18, 7.19, and 7.28 hereof and shall collect,

11

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
maintain and preserve reasonable records evidencing such internal controls and compliance

therewith, a copy of which records shall be provided to the Lender promptly upon request. On

the fifteenth day after the last day of each calendar quarter (or, ifsuch day is not a Business Day,

on the first Business Day after such day) commencing with September 30, 2009, the Borrower

shall deliver to the Lender (at its address set forth in Section 11.02 of the Loan Agreement) a

report setting forth in reasonable detail (x) the status of implementing such internal controls and

(y) the Borrower's compliance (including any instances of material non-compliance) with such

covenants and agreements; providcd that if the information to be provided pursuant to clause (y)

is duplicative ofthe information set forth in the certifications delivered by the Borrower pursuant

to Sections 7.02(k) and 7.02(1), the Borrower will be deemed to be in compliance with this

reporting requirement ifsuch report incorporates the duplicative information by reference. Such

report shall be accompanied by a certification duly executed by an SEa of the Borrower stating

that such quarterly report is accurate in all material respects to the best of such SEa's

knowledge, which certification shall be made subject to the requirements and penalties set forth

in Title 18, United States Code, Section 1001.

(h) Reserved.

(c) Reserved.

1.26. A new Section 7.31 is hereby added to Appendix A to the Loan Agreement to read as

follows:

1.27. Section 8.05 ofAppendix A to the Loan Agreement is hereby amended and restated in its

entirety to read as fa Haws:

Notwithstanding anything contained in the Loan Agreement or the other Loan Document

to the contrary, all FinCo Distributions and Proceeds, in respect of the amounts that the

Borrower is entitled to pay to the Borrower Equity Holders pursuant to Section 4.01(a) of

Appendix A, shall not be subject to Section 8.05 of the Loan Agreement and may be

distributed or otherwise paid to the holders of the Equity Interests of the Borrower,

provided that such amounts are not then subject to any amounts due and payable to the

Lender'

1.28. Section 9.01(d) of the Loan Agreement is hereby amended and restated in its entirety to

read as follows:

any Loan Party shall breach any covenant contained in Section 4.01, Section 7.03,

Section 7.17, Section 7.28, Section 7.29, Section 7.30 or Section 8 hereof; provided that,

12

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
with respect to breaches of Section 7.28, Section 7.29 and Section 7.30, such breach has

not been remedied within ten (10) days; or

1.29. Schedule 6.29 to the Loan Agreement is hereby amended by amending and restating

clauses (xii) and (xviii) thereof in their entirety as follows:

(xii) any distributions or other payments that the Borrower is entitled to pay to the

Borrower Equity Holders pursuant to Section 4.01(a) of Appendix A to this Loan

Agreement;

(xviii) any direct or indirect Equity Interest of the Borrower in InterCo or any of its

Subsidiaries, other than FinCo Distributions and Proceeds to the extent of amounts that

the Borrower is required to pay to the Lender pursuant to Section 4.01(a) of Appendix A.

1.30. The Borrower has notified the Lender that the Borrower has changed the Borrower's

name from "Chrysler Holding LLC", a Delaware limited liability company, to "CGI Holding

LLC", a Delaware limited liability company. The Lender hereby acknowledges the above

described name change.

1.31 . The Lender acknowledges that New CarCo Acquisition LLC assumed $500,000,000 of

the outstanding principal balance ofthe initial Advance on June 10,2009 pursuant to the NewCo

Agreement and that on the date hereof, the outstanding principal balance ofthe initial Advance is

$3,500,000,000, the outstanding principal balance of the initial Additional Note is $266,800,000,

and the outstanding principal balance of the Additional Note relating to the Warranty Advance is

$18,684,714.

1.32. The parties hereto agree that, as a clarification of Section 7.20 of the Loan Agreement

and the defined terms referenced therein, the restructuring of Chrysler LLC and its Subsidiaries

required by the Loan Agreement has been accomplished by the Section 363 Sale Transaction and

that the Section 363 Sale Transaction constitutes a Restructuring Plan satisfying the requirements

of Section 7.20 of the Loan Agreement.

1.33. The parties hereto agree that Chrysler de Venezuela LLC shall no longer be a Loan Party.

2. DEFAULTS AND FORBEARANCE

2.1. The Borrower acknowledges and agrees that (i) the Chrysler Bankruptcy constitutes

and/or has caused various Defaults and Events of Default under the Loan Agreement with

respect to the Bankrupt Loan Parties (the "Bankruptcy Defaults"), (ii) the Bankruptcy Defaults

are continuing as of the date hereof, and (iii) the Lender is entitled to exercise its rights and

remedies under the Loan Documents against the Bankrupt Loan Parties as a result of the

occurrence and continuance of the Bankruptcy Defaults, including, without limitation, pursuant

to Sections 4, 7.24 and 10 ofthe Loan Agreement.

2.2. (a) The Borrower acknowledges and agrees that (i) the Defaults and Events of

Default set forth in Sections A.l and B of Schedule 2 of this Amendment Number Four have

occurred and that the Defaults and Events of Default set forth in Section A.2 of Schedule 2 of

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CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
this Amendment Number Four may occur in the future with respect to the Borrower-Controlled

Loan Parties (such existing and potential future Defaults and Events of Default, collectively, the

"Specified Defaults"); (ii) the Specified Defaults set fOlth in Sections A.I and B of Schedule 2 of

this Amendment Number Four are continuing as of the date hereof, and (iii) the Lender is

entitled to exercise its rights and remedies under the Loan Documents against the BorrowerControlled Loan Parties as a result of the occurrence and continuance 0 f such Specified Defaults,

absent the forbearance provided for hereunder.

(b) Until and including August 31, 2009, the Borrower may add Specified Defaults to

Schedule 2 only if the Lender approves of such additions, which approval shall not be

unreasonably withheld and shall be deemed to exist if the Lender has not rejected such additions

within five (5) days of the Borrower delivering written notice to the Lender thereof.

(c) On and after September I, 2009, the Borrower may add additional Specified

Defaults to Schedule 2 only if (a) such Specified Defaults had occurred and were continuing as

of the date hereof, (b) the Borrower was unaware of such additional Specified Defaults as of the

date hereof after due investigation, (c) the Borrower notifies the Lender of such additional

Specified Defaults within five (5) days of becoming aware thereof and (d) the Lender, in its sole

discretion, approves of such additions to Schedule 2, which approval shall be deemed to exist if

the Lender has not rejected such additions within five (5) days ofthe Borrower delivering written

notice to the Lender thereof.

(d) From and after the date of this Amendment Number Four, exclusively for the

purposes of determining whether a Borrower-Controlled Loan Party Default or a BorrowerControlled Loan Party Event of Default has occurred and as specified in Section 3.1 below, the

definitions of the following defined terms as used in the Loan Agreement and Appendix A

thereto shall be construed as follows:

(i) "Consolidated Subsidiaries" shall be deemed not to include the Bankrupt Loan

Parties;

(ii) "Controlled Affiliates" shall be deemed not to include the Bankrupt Loan Parties

and each Subsidiary of any Bankrupt Loan Party;

(iii) "ERISA Affiliate" of any Borrower-Controlled Loan Party shall be deemed not to

include the Bankrupt Loan Parties and each Subsidiary ofany Bankrupt Loan Party;

(iv) "Facility Collateral" shall be deemed to include only (A) the Facility Collateral

pledged by the Borrower-Controlled Loan Parties under the Loan Agreement, the

Guaranty, and the Intellectual Property Agreement, as applicable, and (B) the Collateral

(as defined in the Equity Pledge Agreement) pledged to the Lender by CarCo

Intermediate HoldCo I LLC, CarCo Intermediate HoldCo II LLC and the Borrower, in

each case, that is not Excluded Collateral;

(v) "Guarantors" shall be deemed not to include the Bankrupt Loan Parties;

14

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
(vi) "Loan Documents" shall mean the terms and provisions of the documents

identified as Loan Documents, as such terms and provisions apply only to the BorrowerControlled Loan Parties;

(vii) "Loan Parties" shall be deemed not to include the Bankrupt Loan Parties;

(viii) "Pledged Entity" shall be deemed to mean CarCo Intermediate HoldCo I LLC,

CarCo Intermediate HoldCo II LLC, or either of them;

(ix) "Pledgors" shall be deemed not to include the Bankrupt Loan Parties;

(x) "Relevant Companies" shall be deemed not to include the Bankrupt Loan Parties;

and

(xi) "Subsidiaries" shall be deemed not to include the Bankrupt Loan Parties.

2.3. The Bon"ower fmther acknowledges and agrees that, pursuant to Section 1O(a) of the

Loan Agreement, the Bankruptcy Defaults and the Specified Defaults have caused the principal

amount of all Advances (except the Warranty Advance) to become immediately due and payable

on and as of April 30, 2009, with interest thereon from and after such date accruing at the PostDefault Rate. For the avoidance of doubt, the Loan Parties shall remain subject to all limitations

and restrictions imposed upon them as a result of the Bankruptcy Defaults and Specified

Defaults, including those in Section 8.05 of the Loan Agreement.

2.4. Notwithstanding the occurrence and continuance of the Specified Defaults, unless a

Forbearance Default (defined below) occurs, the Lender will forbear from exercising its rights

and remedies under the Loan Documents against the Borrower-Controlled Loan Patties arising

from (x) the Specified Defaults and (y) Defaults and Events of Defaults that are not BorrowerControlled Loan Party Defaults or Borrower-Controlled Loan Party Events of Default,

respectively, except as provided in Section 2.3 of this Amendment Number Four. A

"Forbearance Default" shall occur if:

(a) the Borrower breaches Section 4.01 of Appendix A to the Loan Agreement (as

amended by this Amendment Number Four) or Section 7.27 of Appendix A to the Loan

Agreement (as amended by this Amendment Number Four) and such breach continues for three

Business Days;

(b) a Borrower-Controlled Loan Party Event of Default, shall have occurred (whether

prior to or after the date hereof);

(c)

(d) the Legal Final Maturity Date occurs.

If a Forbearance Default shall occur (unless the Lender in its sole discretion has granted the

Borrower a waiver, additional forbearance, or approved an amendment to the Loan Agreement),

then the agreement herein of the Lender to forbear shall automatically terminate and, subject to

Section 4.01 of Appendix A to the Loan Agreement including, for the avoidance of doubt,

15

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
subsections (a), (c) and (e) thereof, the Lender may take whatever action against the Loan Parties

and/or the Facility Collateral as may be available to it and which it in its sole discretion deems

necessary or appropriate, without demand, protest, presentment or any other notice of any kind.

2.5. Except as stated herein, the Lender expressly reserves all other rights and remedies

available to it under the Loan Documents and all other related agreements, and all rights,

remedies, obligations, and liabilities created or evinced thereby with respect to the Specified

Defaults. Except as stated herein, the Lender shall not be deemed to have waived or modified

any of its rights hereunder or under any other agreement, instrument or paper signed by

Borrower unless such waiver or modification is in writing and signed by the Lender. No failure

or delay on the part of the Lender in exercising any right, power or remedy hereunder shall

operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or

remedy preclude any other or further exercise thereof or the exercise of any other right, power or

remedy hereunder. The remedies herein provided are cumulative and not exclusive of any

remedies provided by law or under the Loan Documents.

3. REPRESENTATIONS A.~D WARRANTIES OF THE BORROWER

The Borrower represents and warrants that, upon its execution and delivery of this Amendment

Number Four:

3.1. The representations and warranties of the Borrower set forth in the Loan Agreement as

amended by this Amendment Number Four, as such representations are interpreted using the

definitions in Section 2.2(d) above and other than the representations in Sections 6.03 and 6.09

(only to the extent such Section 6.09 relates to the Loan Agreement), are true and correct in all

material respects.

3.2. No Borrower-Controlled Loan Party Default or Borrower-Controlled Loan Party Event of

Default has occurred and is continuing; provided that, for purposes of Sections 2.4(b) and 5.2 of

this Amendment Number Four, this Section 3.2 shall be subject to the Borrower's rights to

supplement the list of Specified Defaults on Schedule 2 pursuant to Sections 2.2(b) and (c) of

this Amendment Number Four.

3.3. Schedule I includes all the Bankrupt Loan Parties, and all the Bankrupt Loan Parties

remain subject to the Chrysler Bankruptcy proceedings. The Bankrupt Loan Parties sold,

transferred, assigned, and otherwise conveyed substantially all of their assets to New CarCo

Acquisition LLC (including the Equity Interests of Chrysler de Venezuela LLC) pursuant to the

Section 363 Sale Transaction.

3.4. The Borrower-Controlled Loan Parties and the Bankrupt Loan Parties together constitute

all ofthe Loan Parties.

3.5. The Borrower-Controlled Loan Parties do not own any Facility Collateral that IS

Intellectual Property.

3.6. To the best of the Borrower's knowledge, Schedule 2 is a true, correct and complete

statement ofthe Specified Defaults; provided that, for purposes of Sections 2.4(b) and 5.2 ofthis

16

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
Amendment Number Four, this Section 3.6 shall be subject to the Borrower's rights to

supplement the list of Specitied DelimIts on Schedule 2 pursuant to Sections 2.2(b) and (c) of

this Amendment Number Four.

4. FEES AND EXPENSES

The Borrower agrees to payor reimburse the Lender for all fees and out of pocket expenses

incurred by the Lender in connection with the documentation of this Amendment Number Four

(including all reasonable fees and out of pocket costs and expenses of the Lender's legal counsel

incurred in connection with this Amendment Number Four), pursuant to Section Il.03(b) of the

Loan Agreement.

5. CONDITIONS PRECEDENT

This Amendment Number Four shall become effective upon the satisfaction or waiver of the

following conditions precedent:

5.1. The parties hereto shall each have received a copy ofthis Amendment Number Four duly

executed by the other party.

5.2. The representations and warranties in Section 3 hereof shall be true and correct in all

material respects.

6. MISCELLANEOUS

6.1. Construction. This Amendment Number Four is executed pursuant to the Loan

Agreement, and shall (unless otherwise expressly indicated therein) be construed, administered

or applied in accordance with the terms and provisions thereof No provision ofthis Amendment

Number Four shall be construed against or interpreted to the disadvantage of the Lender or the

Borrower by reason ofthe Lender or the Borrower having or being deemed to have structured or

drafted such provision of this Amendment Number Four. Whenever the Loan Agreement is

referred to in the Loan Documents or any of the instruments, agreements or other documents or

papers executed and delivered in connection therewith, it shall be deemed to mean the Loan

Agreement, as amended and modified hereby.

This Amendment Number Four is limited precisely as written and shall not be deemed to

be a consent to a waiver, amendment or modification of any other term or condition of the Loan

Agreement, the other Loan Documents, or any of the documents referred to therein or executed

in connection therewith except as expressly provided herein, and this Amendment Number Four

shall not be considered a novation.

This Amendment Number Four shall not prejudice any right or rights that the Lender may

have now or in the future under or in connection with the Loan Agreement, the other Loan

Documents or any documents referred to therein or executed in connection therewith.

17

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
Notwithstanding anything in the Loan Documents to the contrary, ifthe provisions of this

Amendment Number Four connict with those of any of the Loan Documents, the provisions

hereofshall control.

6.2. Counterparts. This Amendment Number Four may be executed simultaneously in any

number of counterparts. Each counterpart shall be deemed to be an original, and all such

counterparts shall constitute one and the same instrument. The parties agree that this

Amendment Number Four may be transmitted between them bye-mail or facsimile. The parties

intend that faxed signatures and electronically imaged signatures (such as ".pdf' files) shall

constitute original signatures, and are binding on all parties. The original documents shall be

promptly delivered, if requested.

6.3. Governing Law. This Amendment Number Four shall be governed by, and construed in

accordance with the applicable terms and provisions of Section 11.10 ofthe Loan Agreement.

6.4. Successors and Assigns. This Amendment Number Four shall be binding upon, and

inure to the benefit ofthe parties hereto and to their respective successors and permitted assigns.

6.5. Entire Agreement; Modification. Except as expressly provided in this Amendment

Number Four, the Loan Agreement is, and shall continue to be, in full force and effect in

accordance with its terms, without amendment thereto, and is, in all respects, ratified and

confirmed. This Amendment Number Four is intended by the parties hereto to be the final

expression of their agreement with respect to the subject matter hereof, and is the complete and

exclusive statement of the terms thereof, notwithstanding any representations, statements or

agreements to the contrary heretofore made. The Loan Agreement, as amended and modified

hereby, may only bc further amended, restated, supplemented, or otherwise modified in

accordance with the provisions thereof.

6.6. Headings. The headings, captions and arrangements used in this Amendment Number

Four are for reference purposes only and shall not affect the meaning or interpretation of this

Amendment Number Four.

6.7. Waiver of Claims. Borrower hereby releases and waives any and all claims, setoffs,

crossclaims, counterclaims and causes of action against the Lender and its employees, officers,

directors, agents, attorneys, successors and assigns, which Borrower has or may have as of the

execution ofthis Amendment Number Four.

[SIGNATURE PAGE FOLLOWS]

18

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number Four to the

Loan Agreement to be duly executed by their respective authorized officers as ofthe date written

above.

CGI HOLDING LLC,

as Borrower ....f

By Name:rm~ Title:

THE UNITED STATES DEPARTMENT

OF THE TREASURY, as Lender

By

Name:

Title:

Signature Page to Amendment Number Four
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number Four

to the Loan Agreement to be duly executed by their respective authorized officers as ofthe date

written above.

COl HOLDING LLC,

as Borrower

By

Name:

Title:

By

Name: Herbert M. Allison, r.

Title:Assistant Secretary for Financial

Stability

Signature Page to Amendment Number Four
EXECUTION VERSION

SCHEDULE I

What follows is the list of Subsidiaries (direct or indirect) of CGI Holding LLC that entered

voluntary petitions for relief under Chapter 11 of Title 11 ofthe United States Code in the United

States Bankruptcy Court for the Southern District of New York on April 30, 2009.

1. Chrysler LLC, a Delaware limited liability company, with Tax 10 Number 38-2673623.

2. Peapod Mobility LLC, a New York limited liability company, with Tax 10 Number

26-4086991.

3. Chrysler Realty Company LLC, a Delaware limited liability company, with Tax 10

Number 38-1852134.

4. Chrysler Aviation Inc., a Delaware corporation, with Tax 10 Number 38-3475417.

5. Chrysler Dutch Holding LLC, a Delaware limited liability company, with Tax 10

Number 26-1498515.

6. Chrysler Dutch Investment LLC, a Delaware limited liability company, with Tax ID

Number 26-1498838.

7. Chrysler Dutch Operating Group LLC, a Delaware limited liability company, with Tax

10 Number 26-1498787.

8. Chrysler Institute of Engineering, a Michigan non-profit corporation, with Tax 10

NumberN/A.

9. Chrysler International Corporation, a Delaware corporation, with Tax 10 Number

38-2631697.

10. Chrysler International Limited, L.L.C., a Delaware limited liability company, with Tax

10 Number N/A.

II. Chrysler International Services, S.A., a Delaware corporation, with Tax ID Number

38-0420030.

12. Chrysler Motors LLC, a Delaware limited liability company, with Tax 10 Number

38-3625541.

13. Chrysler Service Contracts Inc., a Delaware corporation, with Tax ID Number

38-3382368.

14. Chrysler Service Contracts Florida, Inc., a Florida corporation, with Tax 10 Number

26-0347220

15. Chrysler Technologies Middle East Ltd., a Delaware corporation, with Tax 10 Number

75-2487766.

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION
16. Chrysler Transport Inc., a Delaware corporation, with Tax 10 Number 38-2143117.

17. Chrysler Vans LLC, a Delaware limited liability company, with Tax 10 Number

31-1781705.

18. DCC 929, Inc., a Delaware corporation, with Tax 10 Number 38-2899837.

19. Dealer Capital, Inc., a Delaware corporation, with Tax 10 Numbcr 38-3036138.

20. Global Electric Motorcars, LLC, a Dclaware limited liability company, with Tax 10

Number 31-1738535.

21. NEV Mobile Service, LLC, a California limited liability company, with Tax 10 Number

33-1024272.

22. NEV Service, LLC, a Delaware limited liability company, with Tax 10 Number

03-0501234.

23. TPF Asset, LLC, a Delaware limited liability company, with Tax 10 Number

74-3167035.

24. TPF Note, LLC, a Delaware limited liability company, with Tax lD Number 74-3167038.

25. Utility Assets LLC, a Delaware limited liability company, with Tax lD Number

20-0874783.

* Alpha Holding LP is also subject to the Chryslcr Bankruptcy but was not included on April 30,

2009.

- 3 -
Execution Version 

AMENDMENT NUMBER FIVE 

to 

LOAN AND SECURITY AGREEMENT 

dated as of January 2, 2009 

between 

CGI HOLDING LLC 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) to the Loan 

and Security Agreement referenced below is entered into as of March 26, 2010, by and between 

CGI HOLDING LLC, a Delaware limited liability company, formerly known as Chrysler 

Holding LLC (the “Borrower”), and the UNITED STATES DEPARTMENT OF THE 

TREASURY (the “Lender”). Capitalized terms used but not defined herein have the meanings 

assigned to them in the Loan Agreement (defined below). 

RECITALS 

WHEREAS, the parties hereto have entered into that certain Loan and Security 

Agreement, dated as of January 2, 2009 (as amended, supplemented or modified from time to 

time, the “Loan Agreement”); 

WHEREAS, on April 30, 2009, Chrysler LLC and certain Subsidiaries of the Borrower 

entered voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in 

the United States Bankruptcy Court for the Southern District of New York (the “Chrysler 

Bankruptcy”); 

WHEREAS, the Borrower and the Lender have determined that it is expedient to make 

certain revisions to the financial reporting requirements under the Loan Documents and certain 

other terms and provisions of the Loan Agreement pursuant to this Amendment Number Five 

(“Amendment Number Five”); 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as 

follows: 

1. AMENDMENTS

1.1. The following definitions are hereby added to Section 1.01 of Appendix A to the Loan 

Agreement in the correct alphabetical order: 

“Combined Basis” shall mean that the financial statements of the Reporting Entity will 

combine the Borrower-Controlled Loan Parties’ assets, liabilities, capital, revenue, and 

expenses with any intercompany activities eliminated. 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 136584v.9
“Modified Cash Basis” shall mean that the financial statements of the Reporting Entity 

will be prepared in accordance with the cash basis for accounting with the following 

exceptions: (i) treatment of investment proceeds will follow the Pure Cost Recovery 

Model and (ii) Expenses, and accruals, payables, receivables and prepaid assets (as such 

uncapitalized terms are defined under GAAP) will be recorded, under the GAAP rules for 

the accrual basis of accounting. For the avoidance of doubt, no tax provision will be 

recorded and the cash basis of accounting will be applied when recording all tax events. 

“Pure Cost Recovery Model” shall mean that (i) the financial statements of the Reporting 

Entity will be prepared recording all investments in Subsidiaries that are not BorrowerControlled Loan Parties (including the Bankrupt Loan Parties) at the original cost basis 

with no impairment recorded, (ii) investment balances will be reduced upon cash receipts 

until the balance is zero, and (iii) any subsequent receipts will be recognized as income. 

“Reporting Entity” shall mean, for purposes of the preparation of the financial statements 

required to be delivered pursuant to Sections 7.01(a), (b), and (c), the combined 

operations of the Borrower-Controlled Loan Parties. 

“SAS 62” shall mean the rules, requirements and guidelines established by the American 

Institute of Certified Public Accountants Statement on Auditing Standards, No. 62, 

Special Reports. 

“Unclassified Basis” shall mean that the assets and liabilities reflected in the financial 

statements of the Reporting Entity, regardless of maturity, will not delineate, or 

differentiate between, long-term and short-term obligations. 

“Unconsolidated Basis” shall mean that the financial statements of the Reporting Entity 

will not be prepared under the rules, requirements and guidelines of GAAP, but, instead, 

will be prepared on a Combined Basis. 

1.2. The definition of “Reserves” in Section 1.01 of Exhibit A to the Loan Agreement shall be 

amended and restated in its entirety to read as follows: 

“Reserves” shall mean, with respect to Chrysler Financial or InterCo, reserves established 

by such Person in accordance with GAAP.

1.3. Sections 7.01(a), (b) and (c) of the Loan Agreement are hereby amended and restated in 

their entirety to read as follows:

(a) as soon as available and in any event within forty-five (45) days after the end of each 

month, commencing with respect to the month of August 2009, the balance sheets of the 

Borrower and the other Borrower-Controlled Loan Parties as at the end of such month and the 

related unaudited statements of income and retained earnings and of cash flows for the Borrower 

and the other Borrower-Controlled Loan Parties for such month and the portion of the fiscal year 

through the end of such month, prepared on an Unconsolidated, Combined, Unclassified, 

Modified Cash Basis, utilizing a Pure Cost Recovery Model; 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 136584v.9
(b) as soon as available and in any event within sixty (60) days after the end of each of 

the first three quarterly fiscal periods of each fiscal year of the Borrower, the balance sheets of 

the Borrower and the other Borrower-Controlled Loan Parties as at the end of such period and 

the related unaudited statements of income and retained earnings and of cash flows for the 

Borrower and the other Borrower-Controlled Loan Parties for such period and the portion of the 

fiscal year through the end of such period, prepared on an Unconsolidated, Combined, 

Unclassified, Modified Cash Basis, utilizing a Pure Cost Recovery Model; 

(c) as soon as available and in any event within ninety (90) days after the end of each 

fiscal year of the Borrower, the balance sheets of the Borrower and the other BorrowerControlled Loan Parties as at the end of such fiscal year and the related statements of income and 

retained earnings and of cash flows for the Borrower and the other Borrower-Controlled Loan 

Parties for such year, accompanied by an opinion thereon of independent certified public 

accountants of recognized national standing, which opinion shall state that said financial 

statements fairly present the financial condition and results of operations of the Borrower and the 

other Borrower-Controlled Loan Parties at the end of, and for, such fiscal year, prepared utilizing 

the basis of presentation required by this Loan Agreement. For the avoidance of doubt, the basis 

of presentation for the financial statements of the Borrower-Controlled Loan Parties will be an 

Unconsolidated, Combined, Unclassified, Modified Cash Basis, utilizing a Pure Cost Recovery 

Model; 

1.4. Section 7.01(g) of the Loan Agreement is hereby deleted. 

1.5. Sections 7.01(i), (j) and (l) of the Loan Agreement are hereby amended and restated in 

their entirety to read as follows: 

(i) (1) as soon as available, but in any event within 90 days after the end of each 

fiscal year of Chrysler Financial, a copy of the audited Consolidated balance sheet of 

Chrysler Financial and its Consolidated Subsidiaries as at the end of such year and the 

related audited Consolidated statements of operations and comprehensive income, 

member’s interest, and cash flows for such year, and commencing with the fiscal period 

ending December 31, 2009, setting forth in each case in comparative form the figures for 

the previous year, reported on by an independent certified public accountant of nationally 

recognized standing; 

(2) as soon as available, but in any event not later than 45 days after the end 

of each of the first three quarterly periods of each fiscal year of Chrysler Financial, 

commencing with the fiscal quarter ending September 30, 2009, the unaudited 

Consolidated balance sheet of Chrysler Financial and its Consolidated Subsidiaries as at 

the end of such quarter and the related unaudited Consolidated statements of operations 

and comprehensive income, member’s interest and cash flows for such quarter and the 

portion of the fiscal year through the end of such quarter and setting forth in each case in 

comparative form the figures for the previous year, certified by a Responsible Person of 

Chrysler Financial as being fairly stated in all material respects (subject to the absence of 

normal year end audit adjustments and footnotes); and 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 136584v.9
 

 

 

(l) Notwithstanding anything to the contrary in this Loan Agreement, (i) the audited 

financial statements required by this Section 7.01 shall be acceptable to the Lender and 

(ii) Chrysler Financial, and InterCo shall be required to use only commercially reasonable 

efforts in complying with GAAP with respect to the financial statements required by this 

Section 7.01, provided that the establishment of Reserves shall be made in full 

compliance with GAAP. 

1.6. The last paragraph of Section 7.01 of the Loan Agreement is hereby amended and 

restated in its entirety to read as follows: 

The Borrower will furnish to the Lender, at the time it furnishes each set of 

financial statements pursuant to paragraphs (a), (b) and (c) above, a certificate of a Responsible 

Person of the Borrower in substantially the form of Exhibit E.

1.7. The parties hereto agree that as of the effective date of the Section 363 Sale Transaction, 

neither Chrysler de Venezuela LLC nor Chrysler Warranty SPV LLC was a Loan Party or a 

Guarantor. 

1.8. Exhibit E to the Loan Agreement is hereby amended and restated to read in its entirety as 

set forth in Exhibit E attached to this Amendment Number Five. 

2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower represents and warrants that, upon its execution and delivery of this Amendment 

Number Five: 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 136584v.9
2.1. The representations and warranties of the Borrower set forth in the Loan Agreement as 

amended by this Amendment Number Five, are true and correct in all material respects. 

2.2. The Bankrupt Loan Parties sold, transferred, assigned, and otherwise conveyed 

substantially all of their assets to New CarCo Acquisition LLC (including the Equity Interests of 

Chrysler de Venezuela LLC and Chrysler Warranty SPV LLC) pursuant to the Section 363 Sale 

Transaction.

3. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses 

incurred by the Lender in connection with the documentation of this Amendment Number Five 

(including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel 

incurred in connection with this Amendment Number Five), pursuant to Section 11.03(b) of the 

Loan Agreement. 

4. CONDITIONS PRECEDENT

This Amendment Number Five shall become effective when the parties hereto shall each have 

received a copy of this Amendment Number Five duly executed by the other party. 

5. MISCELLANEOUS

5.1. Construction. This Amendment Number Five is executed pursuant to the Loan 

Agreement, and shall (unless otherwise expressly indicated therein) be construed, administered 

or applied in accordance with the terms and provisions thereof. No provision of this Amendment 

Number Five shall be construed against or interpreted to the disadvantage of the Lender or the 

Borrower by reason of the Lender or the Borrower having or being deemed to have structured or 

drafted such provision of this Amendment Number Five. Whenever the Loan Agreement is 

referred to in the Loan Documents or any of the instruments, agreements or other documents or 

papers executed and delivered in connection therewith, it shall be deemed to mean the Loan 

Agreement, as amended and modified hereby, and this Amendment Number Five shall be 

retroactively effective to apply to all of the financial statements, certificates, and other 

information delivered pursuant to Section 7.01(a), (b), and (c) of the Loan Agreement with 

respect to the month of August 2009 and thereafter. The Lender acknowledges that all such 

financial statements, certificates, and other information delivered pursuant to Section 7.01(a), 

(b), and (c) of the Loan Agreement prior to the date of this Amendment Number Five will not be 

deemed unacceptable to the Lender by reason of failure to comply with the definitions therein, so 

long as they comply with the definitions contained in the certificates or contained in this 

Amendment Number Five. 

The financial statements delivered pursuant to the Loan Agreement are intended solely 

for the information of, and use by, the Borrower, the Borrower’s officers, and the Lender and is 

not intended to be, and should not be, used by any Person other than such specified parties (the 

“Specified Parties”). For avoidance of doubt, the production of the financial statements of the 

Reporting Entity as required by Section 7.01 will not include footnote disclosures and will be 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

- 5 - 

US 136584v.9
prepared without regard to going concern considerations of the Reporting Entity. The basis of 

presentation used to compile the Reporting Entity’s financial statements is intended to report 

cash receipts by the Reporting Entity from any Subsidiaries that are not Borrower-Controlled 

loan Parties (including the Bankrupt Loan Parties) and cash distributions made to the Lender by 

the Reporting Entity as well as expenses reported in manner consistent with the Operating 

Expenses of the Reporting Entity, on an accrual basis. Interpretations of this Loan Agreement 

impacting the Reporting Entity’s financial statements will be interpreted in accordance with the 

foregoing intentions and understanding.

 This Amendment Number Five is limited precisely as written and shall not be deemed to 

be a consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed 

in connection therewith except as expressly provided herein, and this Amendment Number Five 

shall not be considered a novation. 

This Amendment Number Five shall not prejudice any right or rights that the Lender may 

have now or in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

Notwithstanding anything in the Loan Documents to the contrary, if the provisions of this 

Amendment Number Five conflict with those of any of the Loan Documents, the provisions 

hereof shall control. 

5.2. Counterparts. This Amendment Number Five may be executed simultaneously in any 

number of counterparts. Each counterpart shall be deemed to be an original, and all such 

counterparts shall constitute one and the same instrument. The parties agree that this 

Amendment Number Five may be transmitted between them by e-mail or facsimile. The parties 

intend that faxed signatures and electronically imaged signatures (such as “.pdf” files) shall 

constitute original signatures, and are binding on all parties. The original documents shall be 

promptly delivered, if requested. 

5.3. Governing Law. This Amendment Number Five shall be governed by, and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

5.4. Successors and Assigns. This Amendment Number Five shall be binding upon, and inure 

to the benefit of the parties hereto and to their respective successors and permitted assigns. 

5.5. Entire Agreement; Modification. Except as expressly provided in this Amendment 

Number Five, the Loan Agreement is, and shall continue to be, in full force and effect in 

accordance with its terms, without amendment thereto, and is, in all respects, ratified and 

confirmed. This Amendment Number Five is intended by the parties hereto to be the final 

expression of their agreement with respect to the subject matter hereof, and is the complete and 

exclusive statement of the terms thereof, notwithstanding any representations, statements or 

agreements to the contrary heretofore made. The Loan Agreement, as amended and modified 

hereby, may only be further amended, restated, supplemented, or otherwise modified in 

accordance with the provisions thereof. 

CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 136584v.9
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

- 7 - 

US 136584v.9

5.6. Headings. The headings, captions and arrangements used in this Amendment Number 

Five are for reference purposes only and shall not affect the meaning or interpretation of this 

Amendment Number Five. 

5.7. Waiver of Claims. Borrower hereby releases and waives any and all claims, setoffs, 

crossclaims, counterclaims and causes of action against the Lender and its employees, officers, 

directors, agents, attorneys, successors and assigns, which Borrower has or may have as of the 

execution of this Amendment Number Five.

[SIGNATURE PAGE FOLLOWS] 


 

 

 

 

 

 

 

 

 

US 136584v.9
 

 

 

e: 

 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

EXHIBIT E 

CERTIFICATE 

________________, 20__ 

I, _________________, the ________________ of CGI Holding LLC (formerly known 

as Chrysler Holding LLC), the borrower (the “Borrower”) under that certain Loan and Security 

Agreement, dated January 2, 2009 by and between CGI Holding LLC and the United States 

Department of the Treasury (the “Lender”) (as amended, supplemented, or otherwise modified 

from time to time, the “Loan Agreement”) hereby certify that the financial statements provided 

with this Certficate have been prepared on an Unconsolidated, Combined, Unclassified, 

Modified Cash Basis, utilizing a Pure Cost Recovery Model (as each of the preceding capitalized 

terms is defined below) in accordance with the requirements and guidelines establish by The 

American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards 

(“SAS”), No. 62, Special Reports. 

Capitalized terms not defined herein shall have the meanings assigned to them in the 

Loan Agreement. The following terms will have the definitions ascribed to them below: 

“Unconsolidated Basis” shall mean that the financial statements of the Reporting Entity 

will not be prepared under the rules, requirements and guidelines of GAAP, but, instead, will be 

prepared on a Combined Basis. 

“Combined Basis” shall mean that the financial statements of the Reporting Entity will 

combine the Borrower-Controlled Loan Parties’ assets, liabilities, capital, revenue, and expenses 

with any intercompany activities eliminated. 

“Unclassified Basis” shall mean that the assets and liabilities reflected in the financial 

statements of the Reporting Entity, regardless of maturity, will not delineate, or differentiate 

between, long-term and short-term obligations. 

“Reporting Entity” shall mean, for purposes of the preparation of the financial statements 

required to be delivered pursuant to Sections 7.01(a), (b), and (c) of the Loan Agreement, the 

combined operations of the Borrower-Controlled Loan Parties. 

“Modified Cash Basis” shall mean that the financial statements of the Reporting Entity 

will be prepared in accordance with the cash basis for accounting with the following exceptions: 

(i) treatment of investment proceeds will follow the Pure Cost Recovery Model and (ii) 

Expenses, and accruals, payables, receivables and prepaid assets (as such uncapitalized terms are 

defined under GAAP) will be recorded under the GAAP rules for the accrual basis of accounting. 

For the avoidance of doubt, no tax provision will be recorded and the cash basis of accounting 

will be applied when recording all tax events. 

Exhibit E - 1 

US 136584v.9
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

Exhibit E - 2 

US 136584v.9

“Pure Cost Recovery Model” shall mean that (i) the financial statements of the Reporting 

Entity will be prepared recording all investments in Subsidiaries that are not BorrowerControlled Loan Parties (including the Bankrupt Loan Parties) at the original cost basis with no 

impairment recorded, (ii) investment balances will be reduced upon cash receipts until the 

balance is zero, and (iii) any subsequent receipts will be recognized as income. 

CGI Holding LLC 

By:________________________________ 

Name: ________________________________ 

Title: ________________________________ 
Execution Version 

US 253487v.5

AMENDMENT NUMBER SIX 

to 

LOAN AND SECURITY AGREEMENT 

dated as of January 2, 2009 

between 

CGI HOLDING LLC 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) to the Loan and 

Security Agreement referenced below is entered into as of April 26, 2010, by and between CGI 

HOLDING LLC, a Delaware limited liability company, formerly known as Chrysler Holding 

LLC (the “Borrower”), and the UNITED STATES DEPARTMENT OF THE TREASURY (the 

“Lender”). Capitalized terms used but not defined herein have the meanings assigned to them in 

the Loan Agreement (defined below). 

RECITALS 

WHEREAS, the parties hereto have entered into that certain Loan and Security 

Agreement, dated as of January 2, 2009 (as amended, supplemented or modified from time to 

time, the “Loan Agreement”); 

WHEREAS, on April 30, 2009, Chrysler LLC and certain Subsidiaries of the Borrower 

entered voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in 

the United States Bankruptcy Court for the Southern District of New York (the “Chrysler 

Bankruptcy”); 

WHEREAS, pursuant to the plan of reorganization for the Chrysler Bankruptcy (the 

“Plan of Reorganization”), the Bankrupt Loan Parties will be dissolved; and 

WHEREAS, the Borrower and the Lender desire to more particularly reflect certain 

waivers and amendments to the Loan Agreement and the other Loan Documents to permit the 

dissolution of the Bankrupt Loan Parties without causing a Forbearance Default and to eliminate 

references to the Bankrupt Loan Parties in the Loan Documents, all as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as 

follows: 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 253487v.5

1. WAIVER

1.1. Lender hereby agrees that the Borrower-Controlled Loan Parties may, at any time, 

facilitate and assist in the dissolution of any or all of the Bankrupt Loan Parties, which 

dissolution shall occur on or after the Effective Date (as defined in the Plan of Reorganization), 

and Lender waives any Borrower-Controlled Loan Party Default, Borrower-Controlled Loan 

Party Event of Default, or Forbearance Default that might result from such dissolution, including 

without limitation, under Sections 9.01(d), (e), or (k) of the Loan Agreement, or otherwise as the 

result of the breach of Sections 7.09, 8.01(i) or 8.13 of the Loan Agreement or any other 

provision of the Loan Documents that would require the preservation of the existence of any of 

the Bankrupt Loan Parties. 

2. AMENDMENT

2.1. From and after the dissolution of any Bankrupt Loan Party on or after the Effective Date, 

the Loan Agreement and the other Loan Documents shall be deemed to be amended to delete all 

references, direct or indirect, in, and the application of any of the provisions of, the Loan 

Documents to such dissolved Bankrupt Loan Party, effective as of the date of the Chrysler 

Bankruptcy. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower represents and warrants that, upon its execution and delivery of this Amendment 

Number Six: 

3.1. The representations and warranties of the Borrower set forth in the Loan Agreement as 

amended by this Amendment Number Six, are true and correct in all material respects.

3.2. No Borrower-Controlled Loan Party Default or Borrower-Controlled Loan Party Event of 

Default has occurred and is continuing. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses 

incurred by the Lender in connection with the documentation of this Amendment Number Six 

(including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel 

incurred in connection with this Amendment Number Six), pursuant to Section 11.03(b) of the 

Loan Agreement. 

5. CONDITIONS PRECEDENT

This Amendment Number Six shall become effective when the parties hereto shall each have 

received a copy of this Amendment Number Six duly executed by the other party. 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 253487v.5

6. MISCELLANEOUS

6.1. Construction. This Amendment Number Six is executed pursuant to the Loan 

Agreement, and shall (unless otherwise expressly indicated therein) be construed, administered 

or applied in accordance with the terms and provisions thereof. No provision of this Amendment 

Number Six shall be construed against or interpreted to the disadvantage of the Lender or the 

Borrower by reason of the Lender or the Borrower having or being deemed to have structured or 

drafted such provision of this Amendment Number Six. 

This Amendment Number Six is limited precisely as written and shall not be deemed to 

be a consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed 

in connection therewith except as expressly provided herein, and this Amendment Number Six 

shall not be considered a novation. 

This Amendment Number Six shall not prejudice any right or rights that the Lender may 

have now or in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

Notwithstanding anything in the Loan Documents to the contrary, if the provisions of this 

Amendment Number Six conflict with those of any of the Loan Documents, the provisions 

hereof shall control. 

6.2. Counterparts. This Amendment Number Six may be executed simultaneously in any 

number of counterparts. Each counterpart shall be deemed to be an original, and all such 

counterparts shall constitute one and the same instrument. The parties agree that this 

Amendment Number Six may be transmitted between them by e-mail or facsimile. The parties 

intend that faxed signatures and electronically imaged signatures (such as “.pdf” files) shall 

constitute original signatures, and are binding on all parties. The original documents shall be 

promptly delivered, if requested. 

6.3. Governing Law. This Amendment Number Six shall be governed by, and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

6.4. Successors and Assigns. This Amendment Number Six shall be binding upon, and inure 

to the benefit of the parties hereto and to their respective successors and permitted assigns. 

6.5. Entire Agreement; Modification. Except as expressly provided in this Amendment 

Number Six, the Loan Agreement is, and shall continue to be, in full force and effect in 

accordance with its terms, without amendment thereto, and is, in all respects, ratified and 

confirmed. This Amendment Number Six is intended by the parties hereto to be the final 

expression of their agreement with respect to the subject matter hereof, and is the complete and 

exclusive statement of the terms thereof, notwithstanding any representations, statements or 

agreements to the contrary heretofore made. The Loan Agreement, as amended and modified 

hereby, may only be further amended, restated, supplemented, or otherwise modified in 

accordance with the provisions thereof. 
CHRYSLER CONFIDENTIAL COMMERCIAL INFORMATION 

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US 253487v.5

6.6. Headings. The headings, captions and arrangements used in this Amendment Number 

Six are for reference purposes only and shall not affect the meaning or interpretation of this 

Amendment Number Six. 

6.7. Waiver of Claims. Borrower hereby releases and waives any and all claims, setoffs, 

crossclaims, counterclaims and causes of action against the Lender and its employees, officers, 

directors, agents, attorneys, successors and assigns, which Borrower has or may have as of the 

execution of this Amendment Number Six.

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