CONFIDENTIAL 

PALOALTO:54383.25 

AMENDED AND RESTATED LIMITED LIABILITY COMPANY 

OPERATING AGREEMENT 

OF 

CHRYSLER GROUP LLC 

Dated as of June 10, 2009 

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT HAVE NOT BEEN 

REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, 

OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY 

NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME 

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR 

EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL 

RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. 

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT ARE ALSO SUBJECT TO 

ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THIS AMENDED AND 

RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT. 
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Table of Contents

Page 

ARTICLE I DEFINITIONS; INTERPRETATIVE MATTERS ......................................................... 1 

Section 1.1 Specific Definitions ............................................................................................... 1 

Section 1.2 Other Definitions ................................................................................................... 1 

ARTICLE II ORGANIZATIONAL MATTERS; GENERAL PROVISIONS..................................... 1 

Section 2.1 Name...................................................................................................................... 1 

Section 2.2 Formation and Continuation. ................................................................................. 1 

Section 2.3 Purposes................................................................................................................. 2 

Section 2.4 Powers.................................................................................................................... 2 

Section 2.5 Principal Business Office....................................................................................... 2 

Section 2.6 Registered Agent.................................................................................................... 3 

Section 2.7 Limited Liability.................................................................................................... 3 

Section 2.8 Duration ................................................................................................................. 3 

Section 2.9 No State Law Partnership ...................................................................................... 3 

Section 2.10 Filings; Qualification in Other Jurisdictions.......................................................... 3 

ARTICLE III CAPITALIZATION, MEMBERSHIP INTERESTS, STANDSTILL ............................ 3 

Section 3.1 Membership Interests; Initial Capitalization; Initial Capital Accounts.................. 3 

Section 3.2 Application of Article 8 of the Uniform Commercial Code .................................. 4 

Section 3.3 Certification of Membership Interests. .................................................................. 4 

Section 3.4 Class B Aggregate Membership Interest Adjustment............................................ 5 

Section 3.5 Additional Call Options......................................................................................... 8 

Section 3.6 Restrictions on Exercise or Acquisitions; Standstill Provision.............................. 8 

Section 3.7 Exercise Mechanics. .............................................................................................. 9 

Section 3.8 Further Assurances; Timing................................................................................... 9 

Section 3.9 Automatic Conversion of Class B Membership Interests.................................... 10 

ARTICLE IV CONTRIBUTION; ALLOCATIONS; DISTRIBUTIONS ........................................... 10 

Section 4.1 Additional Contributions ..................................................................................... 10 

Section 4.2 Allocation of Profits and Losses.......................................................................... 10 

Section 4.3 Tax Matters.......................................................................................................... 14 

Section 4.4 Distributions. ....................................................................................................... 16 
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ARTICLE V BOARD OF MANAGERS; OFFICERS....................................................................... 16 

Section 5.1 Establishment of Board of Directors.................................................................... 16 

Section 5.2 General Powers of the Board of Directors........................................................... 17 

Section 5.3 Election of Directors............................................................................................ 17

Section 5.4 Business Transactions of the Members with the Company. ................................ 19 

Section 5.5 Meetings. ............................................................................................................. 20 

Section 5.6 Notice of Meetings............................................................................................... 20

Section 5.7 Quorum................................................................................................................ 20 

Section 5.8 Voting. ................................................................................................................. 20 

Section 5.9 Action without a Meeting; Telephonic Meetings. ............................................... 22 

Section 5.10 Compensation of Directors; Expense Reimbursement ........................................ 22 

Section 5.11 Committees of the Board of Directors................................................................. 22 

Section 5.12 Delegation of Authority....................................................................................... 23 

Section 5.13 Officers. ............................................................................................................... 24 

Section 5.14 Standard of Care; Fiduciary Duties; Liability of Directors and Officers............. 26 

ARTICLE VI INDEMNIFICATION ................................................................................................... 27

Section 6.1 General Indemnity. .............................................................................................. 27 

Section 6.2 Fiduciary Insurance.............................................................................................. 28

Section 6.3 Rights Non-Exclusive.......................................................................................... 28 

Section 6.4 Merger or Consolidation; Other Entities.............................................................. 28 

Section 6.5 No Member Recourse .......................................................................................... 29 

ARTICLE VII RESIGNATION ............................................................................................................ 29 

Section 7.1 Resignation. ......................................................................................................... 29 

ARTICLE VIII ADMISSION OF ADDITIONAL MEMBERS............................................................. 30 

Section 8.1 Admission Requirements..................................................................................... 30 

Section 8.2 Acceptance of Prior Acts ..................................................................................... 30 

Section 8.3 Admission of Transferees. ................................................................................... 30 

Section 8.4 Foreclosing Lender .............................................................................................. 30 

ARTICLE IX DISSOLUTION............................................................................................................. 31 

Section 9.1 In General ............................................................................................................ 31 

Section 9.2 Reasonable Time for Winding Up ....................................................................... 31 

ARTICLE X RIGHTS AND DUTIES OF MEMBERS ..................................................................... 32 

Section 10.1 Members .............................................................................................................. 32 

Section 10.2 No Management or Dissent Rights...................................................................... 32 
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Section 10.3 No Member Fiduciary Duties. ............................................................................. 32 

Section 10.4 Investment Representations of Members............................................................. 33 

Section 10.5 Voting Rights....................................................................................................... 33 

Section 10.6 Restrictions on Voting Rights of Fiat .................................................................. 34 

Section 10.7 Additional Voting Rights of Non-Fiat Members ................................................. 34 

ARTICLE XI MEETINGS OF MEMBERS ........................................................................................ 34 

Section 11.1 Meetings of the Members .................................................................................... 34 

Section 11.2 Notice of Meetings............................................................................................... 34 

Section 11.3 Adjournments ...................................................................................................... 34 

Section 11.4 Quorum................................................................................................................ 34 

Section 11.5 Organization ........................................................................................................ 35 

Section 11.6 Voting; Proxies .................................................................................................... 35 

Section 11.7 Waiver of Notice of Meetings of Members ......................................................... 35 

Section 11.8 Determination of Members of Record ................................................................. 35 

Section 11.9 Consent of Members in Lieu of Meeting............................................................. 36 

ARTICLE XII INFORMATION RIGHTS; BOOKS AND RECORDS ............................................... 36 

Section 12.1 Schedule of Members .......................................................................................... 36 

Section 12.2 Books and Records; Other Documents................................................................ 36 

Section 12.3 Reports and Audits............................................................................................... 37 

Section 12.4 Financial Statements and Other Information. ...................................................... 37 

Section 12.5 Independent Auditor ............................................................................................ 39 

ARTICLE XIII TRANSFER OF MEMBERSHIP INTERESTS............................................................ 40 

Section 13.1 Restrictions on Transfer of Membership Interests............................................... 40 

Section 13.2 Right of First Offer. ............................................................................................. 45 

Section 13.3 Rights of Co-Sale................................................................................................. 47 

ARTICLE XIV Other agreements........................................................................................................... 49 

Section 14.1 Public Offering. ................................................................................................... 49 

Section 14.2 Preemptive Rights................................................................................................ 50 

Section 14.3 Exercise of Preemptive Rights............................................................................. 51 

Section 14.4 Drag Along Rights............................................................................................... 52

Section 14.5 Dispute Rights; Alliance Agreement; .................................................................. 53 

Section 14.6 VEBA Holdco Interests. ...................................................................................... 54 

ARTICLE XV MISCELLANEOUS PROVISIONS ............................................................................. 56 

Section 15.1 Separability of Provision ..................................................................................... 56 
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Section 15.2 Notices ................................................................................................................. 56 

Section 15.3 Entire Agreement................................................................................................. 57 

Section 15.4 Governing Law .................................................................................................... 58 

Section 15.5 Amendments ........................................................................................................ 58 

Section 15.6 Sole Benefit of Members ..................................................................................... 58 

Section 15.7 Independent Contractors; Expenses..................................................................... 58 

Section 15.8 Creditors .............................................................................................................. 58 

Section 15.9 Further Action...................................................................................................... 58 

Section 15.10 Delivery by Facsimile or Email ........................................................................... 58 

Section 15.11 Strict Construction ............................................................................................... 59 

Section 15.12 Consent to Jurisdiction......................................................................................... 59 

Section 15.13 Waiver of Jury Trial............................................................................................. 59 

Section 15.14 Specific Performance........................................................................................... 59

Section 15.15 Interpretative Matters........................................................................................... 59 

Section 15.16 US Treasury ......................................................................................................... 60 

Section 15.17 Canada ................................................................................................................. 60 

Schedule of Members 

Annex A Form of Call Exercise Notice 

Annex B Form of Irrevocable Technology Commitment 

Annex C Form of Irrevocable Ecological Commitment 

Annex D Form of Certificate
PALOALTO:54383.25 

AMENDED AND RESTATED LIMITED LIABILITY COMPANY 

OPERATING AGREEMENT 

OF 

CHRYSLER GROUP LLC 

This Amended and Restated Limited Liability Company Agreement (this 

“Agreement”) of Chrysler Group LLC (the “Company”), dated and effective as of June 10, 2009 

(the “Effective Date”), is entered into by and among those persons or entities signing below or 

identified on the Schedule of Members (as the same may be amended from time to time) as 

members (the “Members”) of the Company. 

WHEREAS, the Company was formed as a limited liability company pursuant to 

the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the “LLC Act”) by 

causing the filing of a Certificate of Formation of the Company (the “Certificate of Formation”) 

with the office of the Secretary of State of the State of Delaware on April 28, 2009, and entering 

into the Agreement of Limited Liability Company of the Company, dated as of April 28, 2009 

(the “Original Agreement”). 

WHEREAS, in connection with a series of transactions being consummated on 

the date hereof, the Company wishes to amend and restate the Original Agreement, issue 

Membership Interests as provided herein, and admit additional members; 

NOW, THEREFORE, the Members, by execution of this Agreement, hereby 

agree as follows: 

ARTICLE I 

DEFINITIONS; INTERPRETATIVE MATTERS 

Section 1.1 Specific Definitions. As used in this Agreement, and unless the 

context requires a different meaning, the terms defined in Part I of the Definitions Addendum 

have the meanings specified or referred to therein. 

Section 1.2 Other Definitions. Other terms may be defined elsewhere in the 

text of this Agreement and, unless otherwise indicated, shall have such meaning indicated 

throughout this Agreement in the various Sections identified in Part II of the Definitions 

Addendum. 

ARTICLE II 

ORGANIZATIONAL MATTERS; GENERAL PROVISIONS 

Section 2.1 Name. The name of the limited liability company shall be 

Chrysler Group LLC. 

Section 2.2 Formation and Continuation. 

(a) The Company was organized and hereby continues as a limited liability 

company under the LLC Act, upon the terms and subject to the conditions set forth in this 

Agreement. 
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(b) The rights, duties and liabilities of the Members shall be as provided in 

the LLC Act, except as otherwise provided herein. To the extent that the rights, powers, duties, 

obligations and liabilities of any Members are different by reason of any provision of this 

Agreement than they would be in the absence of such provision, this Agreement shall, to the 

extent permitted by the LLC Act, control. 

(c) This Agreement completely amends, restates and supersedes the Original 

Agreement and each of its predecessor agreements. 

Section 2.3 Purposes. The Company is formed for the object and purpose 

of, and the nature of the business to be conducted and promoted by the Company is, engaging in 

any lawful act or activity for which limited liability companies may be formed under the LLC 

Act, as such acts or activities may be determined by the Board of Directors (as herein defined) 

from time to time. 

Section 2.4 Powers. 

(a) The nature of the business or purposes to be conducted or promoted by 

the Company is to engage in any lawful act or activity for which limited liability companies may 

be organized under the LLC Act. The Company may engage in any and all activities necessary, 

desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein 

to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess 

any purpose or power, or to do any act or thing, forbidden by Law to a limited liability company 

organized under the Laws of the State of Delaware. 

(b) Subject to the provisions of this Agreement and except as prohibited by 

Law, (i) the Company may, with the approval of the Board of Directors, enter into, deliver and 

perform any and all agreements, consents, deeds, contracts, proxies, covenants, bonds, checks, 

drafts, bills of exchange, notes, acceptances and endorsements, and all evidences of indebtedness 

and other documents, instruments or writings of any nature whatsoever, all without any further 

act, vote or approval of any Member, and (ii) the Board of Directors may authorize (including by 

general delegated authority) any Person (including any Member, Director or Officer) to enter 

into, deliver and perform on behalf of the Company any and all agreements, consents, deeds, 

contracts, proxies, covenants, bonds, checks, drafts, bills of exchange, notes, acceptances and 

endorsements, and all evidences of indebtedness and other documents, instruments or writings of 

any nature whatsoever. 

(c) Subject to the other provisions of this Agreement, the Company shall do 

all things necessary to maintain its existence separate and apart from each Member and any 

Affiliate of any Member, including holding regular meetings of the Board of Directors and 

maintaining its books and records on a current basis separate from that of any Affiliate of the 

Company or any other Person. 

Section 2.5 Principal Business Office. The principal business office of the 

Company shall be located at 1000 Chrysler Drive, Auburn Hills, Michigan 48326, or at such 

other location as the Board of Directors may designate from time to time in writing to be filed 

with the records of the Company. 
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Section 2.6 Registered Agent. The Company’s initial registered agent in 

the State of Delaware for service of process is identified in the Certificate of Formation filed with 

the Secretary of State of the State of Delaware. The Board of Directors may from time to time 

change the registered agent, and any such change shall be reflected in appropriate filings with the 

Secretary of State of the State of Delaware. 

Section 2.7 Limited Liability. Except as otherwise provided by the LLC 

Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or 

otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members 

shall not be obligated personally for any such debt, obligation or liability of the Company solely 

by reason of being a member of the Company. 

Section 2.8 Duration. The period of the Company’s duration commenced 

on April 28, 2009 and shall continue in full force and effect in perpetuity; provided that the 

Company may be dissolved and wound up in accordance with the provisions of this Agreement 

and the LLC Act. 

Section 2.9 No State Law Partnership. The Members intend that the 

Company shall not be a partnership (including a limited partnership) or joint venture, and that no 

Member, Director or Officer shall be a partner or joint venturer of any other Member, Director or 

Officer by virtue of this Agreement, for any purposes other than as expressly set forth in this 

Agreement and this Agreement shall not be construed to the contrary. 

Section 2.10 Filings; Qualification in Other Jurisdictions. The Company 

shall prepare, following the execution and delivery of this Agreement, any documents required to 

be filed or, in the Board of Directors’ view, appropriate for filing under the LLC Act, and the 

Company shall cause each such document to be filed in accordance with the LLC Act, and, to the 

extent required by Law, to be filed and recorded, and/or notice thereof to be published, in the 

appropriate place in each jurisdiction in which the Company may have established, or after the 

Effective Date may establish, a place of business. The Board of Directors may cause the 

Company to be qualified, formed or registered under assumed or fictitious name statutes or 

similar Laws in any jurisdiction in which the Company transacts business where the Company is 

not currently so qualified, formed or registered. Any Director or Officer, acting individually as 

an authorized person within the meaning of the LLC Act, shall execute, deliver and file any such 

documents (and any amendments and/or restatements thereof) necessary for the Company to 

accomplish the foregoing. The Board of Directors may appoint any other authorized persons to 

execute, deliver and file any such documents. 

ARTICLE III 

CAPITALIZATION, MEMBERSHIP INTERESTS, STANDSTILL 

Section 3.1 Membership Interests; Initial Capitalization; Initial Capital 

Accounts. 

(a) The Company shall have two authorized classes of Membership 

Interests, consisting of 800,000 Class A Membership Interests which may be issued in one or 

more series and 200,000 Class B Membership Interests; provided, however, if there is an 

automatic conversion of the Class B Membership Interests pursuant to Section 3.9, the number of 

authorized Class A Membership Interests shall automatically be increased by that number of 
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additional Class A Membership Interests necessary to effect such conversion; provided, further, 

that if there are additional Class A Membership Interests issued upon the exercise of an 

Alternative Call Option or Incremental Equity Call Option pursuant to Section 3.5 the number of 

authorized Class A Membership Interests shall automatically be increased by that number of 

additional Class A Membership Interests necessary to effect any such exercises. A Membership 

Interest shall for all purposes be personal property. For purposes of this Agreement, Membership 

Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. 

The Company may issue fractional Membership Interests pursuant to the terms of this 

Agreement, and all Membership Interests shall be rounded to the fourth decimal place. 

(b) Upon the execution and delivery of this Agreement, each of the Persons 

named as a Member on the Schedule of Members shall be admitted as a Member of the Company 

with the type and number of Membership Interests set forth on the Schedule of Members, with 

effect as of the Effective Date, in exchange for having made such capital contribution as set forth 

on the Schedule of Members and with respect to the US Treasury pursuant to the terms of the 

Amended and Restated Equity Subscription Agreement between the Company and the US 

Treasury (it being understood that, given the complexity of the economic arrangements herein 

contemplated, the amounts of such initial capital contributions shall be determined, after the 

Effective Date, by the Board of Directors in accordance with the principles of Section 704(b) and 

the Treasury Regulations thereunder, after consultation with each of the Members, and, if the 

Board of Directors so chooses, with appropriate experts). The Company shall update the 

Schedule of Members to reflect any changes in the Members, capital contributions, the 

Membership Interests and the Total Interest of the Members in accordance with the terms of this 

Agreement. The Company shall maintain a separate capital account (a “Capital Account”) for 

each Member in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. The 

Capital Account of each Member that owns more than one class of Membership Interests shall 

contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership 

Interests owned by such Member. Each Subaccount shall be maintained in the same manner as 

the Capital Accounts taking into account allocations of profits and losses, distributions, 

revaluations and other items related to the class of Membership Interests to which such 

Subaccount relates. The initial Capital Account and the Class A and Class B Subaccount 

balances of the Members shall be deemed to be the amounts set forth opposite its name on the 

Schedule of Members. 

Section 3.2 Application of Article 8 of the Uniform Commercial Code. 

Each Membership Interest shall constitute a "security" within the meaning of, and governed by, 

(i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in 

effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the 

Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially 

includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the 

National Conference of Commissioners on Uniform State Laws and approved by the American 

Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the 

contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable 

provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (the 

“UCC”), such provision of Article 8 of the UCC shall be controlling.

Section 3.3 Certification of Membership Interests. 
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 (a) Membership Interests shall be issued in non-certificated form; provided

that any Member may request that the Company issue certificates to such Member representing 

the Membership Interests held by such Member. Upon request by a Member for issuance of 

Membership Interests in certificated form in accordance with the provisions of this Agreement, 

without any further act, vote or approval of any Member, Director, Officer or any other Person, 

the Company shall issue one or more non-negotiable certificates in the name of such Member 

substantially in the form of Annex D hereto (a “Certificate”), which evidences the ownership of 

the Membership Interests of such Member. Each such Certificate shall be denominated in terms 

of the number of the Membership Interests evidenced by such Certificate and shall be signed by 

an Officer on behalf of the Company. 

(b) Without any further act, vote or approval of any Member, Officer or any 

Person, the Company shall issue a new Certificate in place of any Certificate previously issued if 

the holder of the Membership Interests represented by such Certificate, as reflected on the books 

and records of the Company: 

(i) makes proof by affidavit, in form and substance satisfactory to the Company, 

that such previously issued Certificate has been lost, stolen or destroyed; 

(ii) requests the issuance of a new Certificate before the Company has notice that 

such previously issued Certificate has been acquired by a purchaser for value in 

good faith and without notice of an adverse claim; 

(iii) if reasonably requested by the Company, delivers to the Company a bond, in 

form and substance satisfactory to the Company, with such surety or sureties as 

the Company may direct, to indemnify the Company against any claim that may 

be made on account of the alleged loss, destruction or theft of the previously 

issued Certificate; and 

(iv) satisfies any other reasonable requirements imposed by the Company. 

(c) Upon a Member's transfer in accordance with the provisions of this 

Agreement of any or all Membership Interests represented by a Certificate, the transferor of such 

Membership Interests shall deliver such Certificate to the Company for cancellation (executed by 

such transferor and the transferee on the reverse side thereof), and the Company shall thereupon 

issue a new Certificate to such transferee for the Membership Interests being transferred and, if 

applicable, cause to be issued to such transferor a new Certificate for the Membership Interests 

that were represented by the canceled Certificate and that are not being transferred. 

Section 3.4 Class B Aggregate Membership Interest Adjustment. The 

rights associated with the Class B Membership Rights will be automatically adjusted if certain 

events occur. If one or more of the following three events occurs (each, a “Class B Event”) at 

any time during the Event Occurrence Period, the Class B Aggregate Membership Interest will be 

increased upon the occurrence of each Class B Event by five (5%) percent increments, which 

upon the occurrence of all three Class B Events shall be increased by an aggregate of 15% to 35% 

(for the avoidance of doubt, the increase in the Class B Membership Rights resulting from each 

Class B Event will be associated with the 200,000 Class B Interests issued on the date hereof, and 

no additional Class B Membership Interests will be issued to evidence such increase in the Class 

B Membership Rights): 
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(a) Upon (A) receipt by the Company of Technology Event Governmental 

Approvals for an engine (or a vehicle containing an engine for which the Company received a 

Technology Event Governmental Approval) to be manufactured in the United States and (B) the 

delivery to the US Treasury of an irrevocable commitment by the Company in the form attached 

as Annex B to begin commercial production of the engine (or a vehicle) as soon as commercially 

practicable consistent with the Business Plan and the Master Industrial Agreement (together, the 

“Technology Event”); 

(b) Upon (A) the Company recording cumulative revenues following the 

date of this Agreement of $1,500,000,000 or more, as reported in the Company’s quarterly 

financial statements, annual financial statements, or monthly management financial reports (in 

each case, as prepared and delivered as contemplated by Section 12.4) attributable to the 

Company’s sales made outside of the NAFTA Countries following the date of this Agreement 

and (B) execution by the Company of one or more franchise agreements covering in the 

aggregate at least ninety percent (90%) of the total Fiat Group Automobiles S.p.A. dealers in 

Latin America pursuant to which such dealers will carry Company products (together, the “NonNAFTA Distribution Event”); and 

(c) Upon (A) completion by the Company of the Fuel Economy Test on a 

Chrysler-produced pre-production vehicle appropriate for such testing purposes based on Fiat 

platform or vehicle technology resulting in a fuel economy of at least 40 miles per gallon, and (B) 

the delivery to the US Treasury of an irrevocable commitment by the Company in the form 

attached as Annex C to begin assembly of such a vehicle in commercial quantities in a production 

facility in the United States as soon as commercially practicable consistent with the Business Plan 

(together, the “Fuel Economy Event”). 

(d) In the event that Fiat determines that a Class B Event has occurred, it 

may submit notice thereof to the Company (the “Class B Event Notice”) in the manner for giving 

notice prescribed in Section 15.2. Such Class B Event shall be deemed to have conclusively and 

irrevocably occurred unless the Company delivers written notice on or prior to the 15th Business 

Day after its receipt of the Class B Event Notice (the “Company Objection Notice”). If the 

Company delivers a Company Objection Notice, the Company shall provide Fiat with an 

explanation of its determination together with reasonable detail as to why the Company believes 

such Class B Event has not occurred. If the Company delivers the Company Objection Notice to 

Fiat within the relevant time period, Fiat and the Company will attempt in good faith to resolve 

the disagreement set forth in the Company’s objection within twenty (20) Business Days. If Fiat 

and the Company are able to resolve the disagreements set forth in Company’s objection, they 

shall reduce such resolution to writing and such written resolution shall be final and binding. If 

Fiat and the Company are not able to resolve the disagreements relating to the Company’s 

objection within such period, then all of the Independent Directors (including any Independent 

Director(s) designated by Fiat), by unanimous decision, shall within sixty (60) days thereafter, 

refer the items of disagreement for determination to a licensed professional engineer of reputation 

in the U.S. and European automotive industries with experience in arbitrating commercial 

disputes agreed upon by Fiat and the Company (the “Independent Engineer”) or, upon the failure 

of the Independent Directors (including any Independent Director(s) designated by Fiat) to reach 

a unanimous decision with respect to the appointment of such Independent Engineer, another 

Independent Engineer appointed by the New York, New York office of the American Arbitration 

Association (the “AAA Engineer” and, together with the Independent Engineer, the 

“Arbitrators”), to resolve the disagreements and make a final and binding determination of 
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whether the Class B Event has occurred. The applicable Arbitrator, the Company and Fiat will 

enter into such engagement letters as reasonably required by the applicable Arbitrator to perform 

under this Section 3.4(d). If the applicable Arbitrator determines that the Class B Event has 

occurred, the Class B Event shall be deemed to have occurred as of the date of Fiat’s original 

notice for all purposes of this Agreement. 

(e) Within fifteen (15) days of the end of each calendar quarter until the 

earlier of (A) the occurrence of each of the Class B Events and (B) January 1, 2013, the Company 

shall deliver a written report that shall be provided to each Member holding a Total Interest of ten 

(10%) percent or more describing the steps taken and the progress made to such end date of the 

applicable calendar quarter towards the achievement of each Class B Event and the remaining 

milestones that must be met in order to achieve such Class B Event. During the Event 

Occurrence Period, the Company shall appoint one or more individuals designated by the Fiat 

Directors, who may be Company employees seconded by Fiat, to serve as the general managers 

of the Company programs designed to lead towards the achievement of each of the Class B 

Events (such Company programs, the “Class B Event Programs”). During each fiscal quarter 

included in the Event Occurrence Period, the Company shall develop or modify an operating plan 

covering the Class B Event Programs which plan shall be aligned with the achievement of the 

Class B Events as promptly as reasonably practicable consistent with the Business Plan. In 

connection with the development of such operating plan, the Company shall consider in good 

faith the recommendations of Fiat with respect to such Class B Event Programs and Fiat may at 

any time request a change in the operating plan. The Company shall adjust the operating plan to 

reflect Fiat’s proposed change if such change is reasonably likely to result in the Class B Events 

being achieved or would accelerate achievement of the Class B Events in a manner that would not 

interfere with the Business Plan, in any material respect. 

(f) The Company and Fiat shall make commercially reasonable efforts to 

encourage, facilitate and promote the completion of the Class B Events in a timely and efficient 

manner. In particular, the Company shall provide the Class B Event Programs with the funding, 

headcount and other resources needed to enable the Company to achieve the Class B Events as 

promptly as reasonably practicable consistent with the Business Plan. If the Company fails to 

timely provide resources towards the timely achievement of the Class B Events consistent with 

the Business Plan, Fiat may request such resources be immediately provided and the Company 

shall have twenty (20) Business Days to provide such resources or provide an explanation as to 

why such resources are not available. If an objection is raised by the Company, then the 

Company and Fiat shall attempt in good faith for twenty (20) Business Days to agree upon such 

claimed shortfall in resources. If Fiat and the Company are not able to resolve the disagreements 

relating to the Company’s objection within such period, then all of the Independent Directors 

(including any Independent Director(s) designated by Fiat), by unanimous decision, shall within 

sixty (60) days appoint an Independent Engineer and refer the items of disagreement for 

determination to such Independent Engineer or, upon the failure of the Independent Directors 

(including any Independent Director(s) designated by Fiat) to reach a unanimous decision with 

respect to the appointment of such Independent Engineer within such sixty (60) day period, then 

an AAA Engineer will be appointed to resolve the disagreements and make a final and binding 

determination of whether a resource shortfall has occurred. The applicable Arbitrator, the 

Company and Fiat will enter into such engagement letters as reasonably required by the 

Independent Engineer to perform under this Section 3.4(f). If the applicable Arbitrator 

determines that a resource shortfall has occurred and that such Class B Event would have 

occurred if not for the resource shortfall, then the Class B Event shall be deemed to have occurred 
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as of the date of Fiat’s original notice for all purposes of this Agreement. In furtherance of the 

foregoing, the Company hereby makes an irrevocable commitment to use commercially 

reasonable best efforts to complete the Class B Events consistent with the Business Plan and in a 

timely and efficient matter unless, as a matter of law, the fiduciary duties of the Board of 

Directors require the Company not to complete the Class B Event. 

Section 3.5 Additional Call Options. 

(a) Subject to the restrictions contained in Section 3.6 and the provisions of 

Section 13.1(d)(ii)(A)(2) and (3), Fiat Parent, or a designated Subsidiary of Fiat Parent (the “Fiat 

Optionee”), shall have the right to exercise the following call options to acquire additional Class 

A Membership Interests at the Call Option Exercise Price at any time during the Incremental 

Equity Exercise Period; provided, that the Incremental Equity Call Option may not be exercised, 

in whole or in part, unless the aggregate principal amount of the Government Loan Exposure then 

outstanding does not exceed the Government Loan Call Option Hurdle: 

(i) In the event that one or more of the Class B Events specified in 

Section 3.4 is not satisfied prior to the expiration of the Event Occurrence Period, the Fiat 

Optionee shall have the right to exercise an option to acquire an additional number of Class A 

Membership Interests such that the Fiat Group's Total Interest shall increase by five percent (5%) 

in the aggregate for each Class B Event that has not occurred (the “Alternative Call Option”). 

Notwithstanding any other provision of this Agreement, the Alternative Call Option may be 

assigned by Fiat, in whole or in part, to one or more Affiliates of the Fiat Optionee, without the 

consent of any Person; and 

(ii) The Fiat Optionee shall have the right to acquire from the 

Company, from time to time, and upon exercise, in whole or in part, of such right by the Fiat 

Optionee, the Company shall issue and sell to the Fiat Optionee, an additional number of Class A 

Membership Interests such that the Fiat Group's Total Interest shall increase by up to sixteen 

percent (16%) in the aggregate (the “Incremental Equity Call Option”). Notwithstanding any 

other provision of this Agreement, the Incremental Equity Call Option may be assigned by Fiat, 

in whole or in part, to one or more Affiliates of the Fiat Optionee, without consent of any Person. 

(b) Notwithstanding Section 3.5(a), the Fiat Optionee shall have the right to 

exercise, in whole or in part, an Incremental Equity Call Option or an Alternative Call Option 

(whether or not the Event Occurrence Period has expired) at any time prior to the commencement 

of the Incremental Equity Exercise Period if such exercise occurs on or after the Government 

Loan Termination Date. 

(c) The price of the Class A Membership Interests, calculated by vote and by 

value on a fully diluted basis, of the Company to be acquired pursuant to the Fiat Optionee’s 

exercise of an Alternative Call Option or an Incremental Equity Call Option (the “Call Option 

Exercise Price”), shall be (x) in the event that a Chrysler IPO has not occurred, equal to, for each 

one percent (1%) increase in the Fiat Group's Total Interest acquired, the Pre-IPO Call Option 

Exercise Price, or (y) in the event that a Chrysler IPO has occurred, the Post-IPO Call Option 

Exercise Price for each share of Company common stock acquired. 

Section 3.6 Restrictions on Exercise or Acquisitions; Standstill 

Provision. Prior to the Government Loan Termination Date, Fiat shall not be permitted to 
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exercise any Alternative Call Option or Incremental Equity Call Option or acquire Equity 

Securities of the Company through primary or Secondary Purchases, or otherwise, if such 

exercise or acquisition would cause the Total Interest held by Fiat and its Affiliates to exceed 

forty-nine and nine-tenths percent (49.9%) (the “Fiat Ownership Cap”); provided, that, prior to 

the Government Loan Termination Date, Fiat shall be permitted to exercise any such call option 

in part up to the Fiat Ownership Cap and that, on or after the Government Loan Termination 

Date, Fiat shall be permitted to exercise the remaining unexercised portion of such call option. 

Section 3.7 Exercise Mechanics. 

(a) If Fiat exercises its call option rights pursuant to an Alternative Call 

Option or an Incremental Equity Call Option, Fiat shall give the Company notice in writing 

stating such election (the “Call Exercise Notice”) in the manner for giving notice prescribed in 

Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed 

hereto as Annex A. 

(b) Such Call Exercise Notice shall be delivered: (x) at any time during the 

Incremental Equity Call Option Period or (y) following the Government Loan Termination Date, 

prior to the commencement of the Incremental Equity Call Option Period. 

(c) The closing of the exercise by Fiat of any Incremental Equity Call 

Option or Alternative Call Option (the “Call Closing”) shall take place at such location and on 

such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat 

and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier 

than three (3) Business Days and not later than thirty (30) Business Days after delivery of the Call 

Exercise Notice. Fiat may withdraw a Call Exercise Notice prior to any Call Closing upon 

written notice of such withdrawal to the Company. Fiat and the Company shall act in good faith 

to cause a Call Closing to occur at such location and on such date as determined by the foregoing 

provisions; provided, that, subject to Section 3.8(b), Fiat and the Company acknowledge that such 

date shall be delayed to the extent necessary to enable the receipt of any Governmental Approvals 

required under applicable Law for Fiat to acquire the Membership Interests. 

(d) In the event that Fiat exercises an Alternative Call Option or an 

Incremental Equity Call Option, Fiat will pay the amount due pursuant to such exercise in cash by 

wire transfer of immediately available funds at the applicable Call Closing. 

(e) As promptly as reasonably practicable following any Call Closing, the 

Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. 

Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, 

restrictions (other than restrictions set forth in the Shareholder Agreement or this Agreement) or 

charges of any kind. 

Section 3.8 Further Assurances; Timing. 

(a) The Company shall, and shall cause each of its Affiliates to, take such 

actions and execute such documents and instruments as Fiat reasonably deems necessary or 

desirable in order to consummate expeditiously the exercise by Fiat of any Incremental Equity 

Call Option or Alternative Call Option. 
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(b) Any of the dates referred to in Section 3.7 may be delayed by the 

Company acting in good faith, if any Governmental Approval is required therefor and has not yet 

been obtained; provided, that such delay shall not have been caused by, or due to the lack of 

diligence by, the Company; and provided further, that if a Call Closing is delayed due to a 

Governmental Approval, such Call Closing shall occur on the third Business Day following the 

date on which the last such Governmental Approval is obtained. 

(c) The Company covenants that it shall not, and shall cause its controlled 

Affiliates not to, enter into any agreement or take any other action that prevents, hinders or delays 

the occurrence of any Class B Event or the exercise by Fiat of an Incremental Equity Call Option 

or an Alternative Call Option on the terms specified in this Article III. 

Section 3.9 Automatic Conversion of Class B Membership Interests. At 

the earlier of (i)12:01 a.m. (Delaware time) on January 1, 2013 and (ii) 12:01 a.m. (Delaware 

time) on the date of any Chrysler IPO, each outstanding Class B Membership Interest shall be 

converted into Class A Membership Interests by exchanging each Class B Membership Interest 

for a number of Class A Membership Interests, such that following such exchange, the aggregate 

Class B Membership Interests shall represent a portion of the total number of Class A 

Membership Interests equal to the Class B Aggregate Membership Interest immediately prior to 

such exchange. Immediately following such exchange, the Class B Aggregate Membership 

Interest shall be reduced to zero for purposes of this Agreement. By way of example, if the Class 

B Aggregate Membership Interest was thirty-five (35%) percent and there were 35,000 Class B 

Membership Interests and 325,000 Class A Membership Interests outstanding immediately prior 

to such exchange, then immediately following such exchange there would be 500,000 Class A 

Membership Interests outstanding, 175,000 of which would have been issued to the holders of the 

35,000 Class B Membership Interests. Such 500,000 Class A Membership Interests would be the 

only Membership Interests outstanding immediately following the exchange. 

ARTICLE IV 

CONTRIBUTION; ALLOCATIONS; DISTRIBUTIONS 

Section 4.1 Additional Contributions. No Member shall be required to 

make any additional capital contribution to the Company in respect of the Membership Interests 

then held by such Member or to provide any additional financing to the Company; provided that a 

Member may make additional capital contributions or provide additional financing to the 

Company if approved by the Board of Directors in accordance with the provisions of this 

Agreement. The provisions of this Section 4.1 are intended solely for the benefit of the Members 

in their capacity as Members, and, to the fullest extent permitted by Law, shall not be construed 

as conferring any benefit upon any creditor (including any of the Members in their capacity as a 

creditor) of the Company (and no such creditor shall be a third party beneficiary of this 

Agreement), and no Member shall have any duty or obligation to any creditor of the Company to 

make any additional capital contributions or to provide any additional financing or to cause the 

Board of Directors or any other Member to consent to the making of additional capital 

contributions or to the provision of additional financing. 

Section 4.2 Allocation of Profits and Losses. 

(a) Subject to the other provisions in this Section 4.2 and other than in the 

case of a liquidation (or deemed liquidation, such as in the case of a Company Conversion) of the 
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partnership, for each Fiscal Year or other shorter period in which allocations of profits and losses 

are to be made among the Members (an “Allocation Period”), the Company’s Book Profits and 

Book Losses shall be allocated for each Allocation Period to the Members in proportion to the 

Total Interest of each Member. 

(b) The Members agree to allocate gross income or, at the discretion of the 

Tax Matters Member, other items of income to Fiat in the amount of any payments described as 

royalties and provided for under the Master Industrial Agreement (and related agreements) 

(“PDARs”) made to Fiat, until the aggregate amount allocated and previously allocated under this 

Section 4.2(b) equals the aggregate amount of such PDARs paid and previously paid to Fiat, and 

to treat such payments as distributions for the purposes of maintaining Members’ Capital 

Accounts. At the discretion of the Tax Matters Member, such PDARs may be treated, in whole 

or in part, as guaranteed payments within the meaning of Section 707(c) of the Code and the 

Treasury Regulations thereunder (instead of as allocations of gross income and corresponding 

distributions as described in the immediately preceding sentence), and the Tax Matters Member is 

hereby authorized to make such allocations of the deduction for such guaranteed payment as it 

may deem appropriate to give effect to the purposes of this Section 4.2(b). For the avoidance of 

doubt, amounts treated as distributions for the purposes of maintaining Members’ Capital 

Accounts under this Section 4.2 shall not be considered distributions for purposes of determining 

the amount distributable under Section 4.4. 

(c) Tax-Free Contribution Treatment 

(i) Unless advised in writing by independent counsel that a 

challenge by a U.S. Taxing Authority to such position is likely to be successful in a final 

determination, the Company and each Member agrees that (x) for all U.S. federal, state, and local 

tax purposes, (I) the transactions contemplated by Section 2.2 of the Master Industrial Agreement 

and the Master Technology and Product Sharing Agreement are tax-free contributions of property 

to the Company in exchange for interests in the Company to which Section 721 of the Code 

applies, (II) no part of the property transferred in Section 4.2(c)(i)(x)(I) was disposed of in a 

taxable transaction (to any other Member, or otherwise) in connection with the formation of the 

Company and the initial contribution by the Members to the Company, (III) the scheduled 

payment amounts on the VEBA Note shall be treated as payments to the VEBA, which is being 

maintained pursuant to a collective bargaining agreement within the meaning of Section 

419A(f)(5) of the Code, resulting from an arms' length negotiation between the Company and the 

UAW and shall be treated as deductible (for both book and tax purposes) as and when such 

principal payments are made, and the Capital Accounts of the Members shall reflect each 

Member’s distributive share (as determined by the other provisions of this Agreement) of such 

deductions as and when such principal payments are made, (IV) the fair market value of each of 

the Alternative Call Option and the Incremental Equity Call Option, on the date such option is 

issued, is de minimis, (V) the transactions set forth in Section 2.01(C) and (E) of the Master 

Transaction Agreement are a taxable sale of property to the Company, and (VI) the Membership 

Interests held by VEBA Holdco as of the Closing shall be treated as having been issued to the 

VEBA and transferred by the VEBA to the VEBA Holdco on the Effective Date, and (y) it will 

report and otherwise treat such transfers accordingly on its U.S. federal, state, and local tax 

returns and related correspondences with any Taxing Authority. 

(ii) If a Member is required to adopt a treatment other than as 

described in Sections 4.2(c)(i)(x)(I) or (II), and if such alternative treatment results in an increase 
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in the aggregate tax basis of the properties that are transferred pursuant to Section 2.2 of the 

Master Industrial Agreement and the Master Technology and Product Sharing Agreement, then 

any Depreciation deductions relating to such properties, for both book Capital Account and tax 

purposes, shall be allocated in such a manner, to the extent permitted by the applicable Treasury 

Regulations, in order as quickly as possible, to place any Member whose tax liability (or the tax 

liability of its Affiliate, as the case may be, if effectuating the purposes of this Section 4.2(c)(ii) 

would so require) arising from such transfers is increased as a result of the alternative treatment in 

the same position (taking solely into account both such increase in liability and any allocation of 

tax deductions permitted by this Section 4.2(c)(ii), and of the liability of such Member’s Affiliate, 

as the case may be, if effectuating the purposes of this Section 4.2(c)(ii) would so require) as if 

such alternative treatment had not been required, provided, that each other Member shall receive 

the same amount of depreciation (for tax purposes) as if such alternative treatment had not been 

required. If interest expense is reduced or ordinary income is recognized as a result of a net 

negative adjustment (under Section 1.1275-4(b)(6)(iii) of the Treasury Regulations) in respect of 

any indebtedness borrowed by the Company, the allocation of such reduction of interest expense 

or recognition of ordinary income shall be allocated (as if it were a separate item) in proportion to 

the interest expense previously taken into account by the Members (or their predecessors) in 

respect of such indebtedness. 

(d) Catchup Allocations. 

(i) Upon the occurrence of any event described in clause (ii)(A), (B) 

or (D) of the definition of Book Value, unrealized Book Profits and unrealized Book Losses or 

items thereof shall be allocated among the Members in a manner such that the Capital Account of 

each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal to 

(x) the amount of distributions that would be made to such Member if (i) the Company were 

liquidated and wound up, (ii) its affairs were wound up and each Company asset was sold for 

cash equal to its Book Value (taking into account clause (ii)(C) of the definition thereof), (iii) all 

Company liabilities were satisfied (limited with respect to each Nonrecourse Debt to the Book 

Value of the assets securing such liability), and (iv) the net assets of the Company were 

distributed in accordance with Section 4.4 to the Members (but without giving effect to the 

reference in Section 4.4 to Section 9.1), minus (y) such Member’s share of Company Minimum 

Gain (as determined according to Treasury Regulations Sections 1.704-2(d) and (g)(3) and 

allocated as required by Section 4.2(g) below) and Member Nonrecourse Debt Minimum Gain (as 

determined according to Treasury Regulations Section 1.704-2(i) and allocated as required by 

Section 4.2(g) below). For the avoidance of doubt, after the allocations pursuant to this Section 

4.2(d)(i) and Section 4.2(g), it is intended that the allocations will result in each Member being 

allocated an amount equal to the amount the Member would have been allocated in Section 

4.2(d)(i)(x) (i.e., without regard to clause (y)). 

(ii) Upon the taxable disposition of a significant portion of the 

Company’s assets or properties, the Tax Matters Member is hereby authorized to make 

allocations of all or some portion of any item of realized Book Profits or realized Book Losses 

from such disposition in such a manner as to effectuate the purposes of Section 4.2(e), if and to 

the extent that the Tax Matters Member considers that such allocation is reasonably necessary to 

avoid frustrating the economic expectations of the Members including the expectation that 

Members would receive, in connection with a liquidation (including a deemed liquidation) of the 

Company, the amounts specified in Section 4.4 (without taking into account the reference in 

Section 4.4 to Section 9.1). 
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(e) Immediately prior to liquidation or deemed liquidation, Book Profits and 

Book Losses or items thereof or items of income, gain, loss and deduction, in each case for all 

Fiscal Years (or other periods) ending on or before the date of the liquidation or deemed 

liquidation for which allocations have yet to be made in a manner that is final and binding for 

U.S. federal income tax purposes, shall be allocated among the Members in a manner such that 

the Capital Account of each Member, immediately after giving effect to such allocation, is, as 

nearly as possible, equal to (x) the amount of distributions that would be made to such Member if 

(i) the Company were liquidated and wound up, (ii) its affairs were wound up and each Company 

asset was sold for cash equal to its Book Value (taking into account clause (ii)(C) of the 

definition thereof), (iii) all Company liabilities were satisfied (limited with respect to each 

Nonrecourse Debt to the Book Value of the assets securing such liability), and (iv) the net assets 

of the Company were distributed in accordance with Section 4.4 to the Members (but without 

giving effect to the cross reference in Section 4.4 to Section 9.1), minus (y) such Member’s share 

of Company Minimum Gain (as determined according to Treasury Regulations Sections 

1.704-2(d) and (g)(3) and allocated as required by Section 4.2(g) below) and Member 

Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 

1.704-2(i) and allocated as required by Section 4.2(g) below). Subject to accomplishing the result 

specified in the preceding sentence, and to the extent possible, the Tax Matters Member is hereby 

authorized to allocate items of realized Book Profits and realized Book Losses to the Members 

for such Allocation Periods in proportion to their Total Interests, and unrealized items in the 

manner specified in the preceding sentence. The Tax Matters Member may, in its sole and 

absolute discretion, make such other allocations (whether or not consistent with the above 

allocations) as it may deem necessary or appropriate in order to effectuate the purposes of this 

Section 4.2(e) and to comply with Section 4.2(g). For the avoidance of doubt, after the allocations 

pursuant to this Section 4.2(e) and Section 4.2(g), it is intended that the allocations will result in 

each Member being allocated an amount equal to the amount the Member would have been 

allocated in Section 4.2(e)(x) (i.e., without regard to clause (y)). 

(f) For purposes of determining the Book Profits, Book Losses, or any other 

items allocable to any Allocation Period, Book Profits, Book Losses, and any such other items 

shall be determined on a daily, monthly, or other basis, as selected by the Tax Matters Member 

using any permissible method under Section 706 of the Code and the Treasury Regulations issued 

thereunder. 

(g) Regulatory Allocations 

(i) The allocations made under this Section 4.2 are intended to 

comply with Treasury Regulations issued pursuant to Section 704(b) of the Code as in effect on 

the date hereof and therefore shall be considered to include a “Qualified Income Offset” and 

“Minimum Gain Chargeback” as defined in the Treasury Regulations. 

(ii) In accordance with Section 704(c) of the Code and the Treasury 

Regulations issued thereunder, income, gain, loss and deduction with respect to any property 

contributed to the capital of the Company shall, solely for income tax purposes, be allocated 

among the Members so as to take account of any variation between the adjusted basis of such 

property to the Company for federal income tax purposes and its fair market value at the time of 

contribution, and, in the event that the Book Value of any Company asset is adjusted in 

accordance with the last sentence of the definition of Book Value, allocations of items of income, 

gain, loss and deduction with respect to such asset shall thereafter take into account any variation 
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between the adjusted tax basis of the asset to the Company and its Book Value in accordance with 

Section 704(c) of the Code and any Treasury Regulations issued thereunder. Any allocation 

made pursuant to the immediately preceding sentence shall be made solely for tax purposes and 

shall not affect, or in any way be taken into account in computing, any Member’s Capital 

Account or shares of Book Profits or Book Losses, and any elections or other decisions relating to 

such allocations made under the immediately preceding sentence shall be made in the discretion 

of the Tax Matters Member consistent with the economic arrangement of this Agreement. 

(iii) Nonrecourse Deductions, other than Member Nonrecourse 

Deductions which shall be allocated (as required) in accordance with Section 1.704-2(i)(1) of the 

Treasury Regulations, shall be allocated among the Members in accordance with their Total 

Interests. 

(iv) Nonrecourse Debts of the Company to the extent that they 

constitute Excess Nonrecourse Liabilities shall be allocated among the Members in accordance 

with their respective Total Interests. 

(h) Recognizing the complexity of the allocations pursuant to this ARTICLE 

IV, the Tax Matters Member is authorized to modify these allocations to ensure that they achieve 

results that are consistent with and to achieve the objectives of the distribution provisions, and it 

is intended that the provisions of this Section 4.2 shall be interpreted in a manner (consistent with 

the requirements of “substantial economic effect” of Section 704 and the Treasury Regulations 

issued thereunder) such that each Member’s Capital Account, after allocations of income, gain, 

deduction, loss or items thereof, shall equal as much as possible, immediately before the 

liquidation of the Company, the amount of distribution that such Member would be entitled to 

receive upon liquidation if Section 9.1(d)(ii) provided that all remaining assets of the Company 

shall be distributed to the Members in accordance with Section 4.4 of this Agreement (but 

without giving effect to the cross-reference in Section 4.4 to Section 9.1). For the avoidance of 

doubt, if, as a result of any determination by a relevant Taxing Authority or if such allocation or 

other change is otherwise required by law, an amount of income, gain, deduction, loss or items 

thereof is imputed and required to be allocated to or otherwise taken into account by any of the 

Members that is different from the amount originally allocated to or otherwise taken into account 

by such Member, the Tax Matters Member is hereby authorized to take such imputed amount into 

account in allocating other items of income, gain, loss and deduction among the Members so that, 

to the extent possible, the net amount of such allocations of other items and the imputed items to 

each Member shall be equal to the net amount that would have been allocated to each such 

Member if the allocation of the imputed amount had not occurred.

(i) The Members are aware of the income tax consequences of the 

allocations made by this ARTICLE IV and hereby agree to be bound by the provisions of this 

ARTICLE IV in reporting their shares of Company income and loss for income tax purposes. 

Section 4.3 Tax Matters. 

(a) Tax Treatment. Each of the Company and the Members agrees to treat 

the Company as a partnership for U.S. tax purposes, and to report consistent with this treatment 

on their respective U.S. federal, state, and local tax returns and related correspondences with any 

Tax authority. 
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(b) Taxable Year. The taxable year of the Company shall be the Fiscal 

Year unless another year end is selected by the Tax Matters Member, or is required under the 

Code or the Regulations. 

(c) Tax Returns, Reports and Payments. At the direction of the Tax 

Matters Member, the Company shall prepare and file, or cause to be prepared and filed, at the 

expense of the Company, all Tax Returns of the Company and each Subsidiary thereof. As soon 

as practicable following the end of each Fiscal Year, the Company shall prepare and deliver, or 

cause to be prepared and delivered, at the expense of the Company, to each Member, in respect of 

each class of Membership Interests, a completed report (which may be on IRS Schedule K-l or an 

equivalent) indicating such Member’s share of all items of income or gain, expense, loss or other 

deduction and tax credit of the Company for such year, as well as the status of such Member’s 

Capital Account, and its Capital Account balance, as of the end of such year. The Board of 

Directors shall cause the Company to pay all taxes, levies, assessments, rents and other 

impositions imposed on the Company. 

(d) Tax Elections. All elections and decisions for purposes of Federal, state 

local, and foreign taxes shall be made by the Tax Matters Member in its discretion. 

Notwithstanding any other provisions of this Agreement, to the extent that any election or 

decision of the Tax Matters Member, in its capacity as Tax Matters Member, other than the 

Section 704(c) election referred to in Section 4.2(g)(ii), disproportionately and materially 

adversely affects a Member, such Member may appeal the election or decision to the Board of 

Directors, whose determination (taking into account the purposes of the allocations and other 

provisions of this ARTICLE IV) shall be final; provided, however, that the Tax Matters Member 

shall not take a position inconsistent with the positions of the Members agreed to under Section 

4.2(c)(i) and Section 4.3(a) without the consent of the Board of Directors. 

(e) Appointment of Tax Matters Member. The Company shall appoint a 

Tax Matters Member as the “tax matters partner” of the Company, as such term is defined under 

the Code, and each of the Company and the Members hereby agrees to appoint Fiat (or such other 

Affiliate of Fiat Parent that is a Member and as Fiat Parent may designate) as such Tax Matters 

Member so long as Fiat (or such other Affiliate) remains a Member of the Company. Each 

Member shall have a continuing obligation to provide the Tax Matters Member with sufficient 

information and the Tax Matters Member has a continuing obligation to provide such information 

to the Internal Revenue Service, such that each Member is eligible to be a “a notice partner” 

within the meaning of Section 6231(a)(8), unless a Member elects not to be a notice partner and 

so informs the Tax Matters Member in writing. To the extent permitted by law, each Member 

further agrees that such Member shall not treat any Company item inconsistently on such 

Member’s own income tax return with the treatment of the item on the Company’s tax return, and 

each Member agrees that such Member will not independently take any position inconsistent with 

the position taken by the Company with respect to tax audits or tax litigation affecting the 

Company, in each case except to the extent of (a) adjustments required by the final outcome of 

such tax audits or tax litigation or (b) written advice of independent counsel received by such 

member that a challenge by a U.S. Taxing Authority to such position is likely to be successful. 

The Company shall indemnify the Tax Matters Member for, and hold it harmless against, any 

claims made against it in its capacity as Tax Matters Member in accordance with ARTICLE VI. 

All reasonable out-of-pocket expenses and costs incurred by the Tax Matters Member in its 

capacity as Tax Matters Member shall be paid by the Company as an ordinary expense of the 

Company’s business. 
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Section 4.4 Distributions. 

(a) No distributions shall be made to the Members prior to the Government 

Loan Termination Date, except to the extent of distributions made under Section 4.4(b) and other 

distributions made under the US Treasury Loan from time to time. On or after the Government 

Loan Termination Date, subject to Section 9.1, distributions shall be made to the Members, at the 

times and in the aggregate amounts determined by the Board of Directors, to the Members on a 

pro rata basis, in proportion to the Total Interest of each such Member. 

(b) Notwithstanding Section 4.4(a), distributions shall be made, pro rata to 

the Members in proportion to their Total Interests, such that no Member receives under this 

Section 4.4(b) an amount less than such Member’s Tax Amount (i.e., for the avoidance of doubt, 

the resulting distribution shall satisfy two conditions: (i) the distribution must be pro rata in 

proportion to the Members’ Total Interests and (ii) each Member must receive no less than its Tax 

Amount). For the avoidance of doubt, any amounts distributable to a Member under this Section 

4.4(b) shall be reduced by any amounts withheld under Section 4.4(d) (including any amounts 

required to be withheld under Section 1446 of the Code). If it is determined that the Company 

does not have and cannot reasonably obtain cash sufficient to distribute the aggregate amount 

distributable under the first sentence of this Section 4.4(b) with respect to any period, (i) the 

Company shall make distributions to the Members under this Section 4.4(b), to the extent 

practicable, pro rata in proportion to the Members' Total Interests (the excess of the aggregate 

amount distributable under the first sentence of this Section 4.4(b) over the amount actually 

distributed under this Section 4.4(b), the "Shortfall Amount"), and (ii) the Company shall, as 

quickly as reasonably possible, make additional distributions to the Members under this Section 

4.4(b) pro rata in proportion to their Total Interests as of the time that the Shortfall Amount arose, 

as and when the Board of Directors in the exercise of its reasonable judgment determines that 

cash becomes available for distribution, to reduce the Shortfall Amount to zero. 

(c) Notwithstanding any provision to the contrary contained in this 

Agreement, the Company shall not make a distribution to a Member on account of its interest in 

the Company if such distribution would violate the LLC Act or other applicable Law. 

(d) The Company may withhold from amounts otherwise distributable to a 

Member under this ARTICLE IV the amount of any tax required to be withheld by the Company 

under U.S. federal, state or local law, or foreign law, provided that such amounts shall be deemed 

to have been actually distributed to such Member for purposes of this Agreement, including for 

purposes of this ARTICLE IV. 

(e) The term “distribution” for purposes of this Section 4.4 does not include 

any payment of PDARs, even though such payments may be treated as distributions for the 

purposes of maintaining Members’ Capital Accounts as otherwise provided this Agreement. For 

the avoidance of doubt, PDARs shall be deducted from amounts otherwise available for 

distribution under this Section 4.4. 

ARTICLE V 

BOARD OF MANAGERS; OFFICERS 

Section 5.1 Establishment of Board of Directors. There is hereby 

established a committee of Member representatives (the “Board of Directors”) comprised of 
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natural Persons (the “Directors”) having the authority and duties set forth in this Agreement. The 

size of the Board of Directors shall initially be nine and may from time to time be increased or 

decreased by the Board of Directors (with the approval of Fiat so long as Fiat remains a Member 

and the Fiat Group has a Total Interest equal to or exceeding the Fiat Initial Ownership Interest). 

The Directors shall be elected pursuant to Section 5.3. The initial term served by the Directors 

(other than the Initial Directors and the Final Director) shall commence on the Effective Date and 

shall terminate on the third anniversary of the Effective Date (the “First Initial Term”). Upon the 

expiration of the First Initial Term, Directors (other than the Initial Directors and the Final 

Director) thereafter will serve for a specified term not to exceed one year. The initial term served 

by the Initial Directors and the Final Director shall commence on the Effective Date and shall 

terminate on the first anniversary of the Effective Date (the “Second Initial Term”). Upon the 

expiration of the Second Initial Term, the Initial Directors thereafter will serve for a specified 

term not to exceed one year. Directors may serve an unlimited number of consecutive terms. 

Each Director elected shall hold office until a successor is duly elected and qualified or until his 

or her earlier death, resignation or removal as provided in this ARTICLE V. The Members shall 

take all such actions as are necessary to effectuate the provisions of this ARTICLE V. 

Section 5.2 General Powers of the Board of Directors. The property, 

affairs and business of the Company shall be managed by or under the direction of the Board of 

Directors, except as otherwise expressly provided in this Agreement. In addition to the powers 

and authority expressly conferred on it by this Agreement, the Board of Directors may exercise 

all such powers of the Company and do all such lawful acts and things as are permitted by the 

LLC Act and the Certificate of Formation. Each Director shall be a “manager” (as such term is 

defined in the LLC Act) of the Company but, notwithstanding the foregoing, no Director shall 

have any rights or powers beyond the rights and powers granted to such Director in this 

Agreement. Except as such power is delegated pursuant to Section 5.12, no Director acting 

alone, or with any other Directors, shall have the power to act for or on behalf of, or to bind the 

Company. For the avoidance of doubt, none of the Directors designated by a Government 

Member pursuant to Section 5.3(c) shall be beholden to (or required to consult with) such 

Government Member or required to exercise any power or authority conferred on such Directors 

or cast any particular vote on any matter before the Board of Directors, in each case, other than as 

set forth in the LLC Act and this Agreement, and US Treasury shall have no right to replace such 

Directors or select such Director’s replacement. 

Section 5.3 Election of Directors. The Members shall take all such actions 

as are necessary to appoint and duly elect the Directors to the Board of Directors, who shall be 

designated as set forth below: 

(a) For so long as Fiat remains a Member and the Fiat Group retains a Total 

Interest equal to or exceeding the Fiat Initial Ownership Interest, Fiat shall have the right to 

designate up to three representatives (any Director appointed by Fiat who is not an Independent 

Director, a “Fiat Director”) to the Board of Directors to serve as Directors. For so long as Fiat 

remains a Member and the Fiat Group has a Total Interest equal to or exceeding thirty-five 

percent (35%), excluding any Class A Membership Interests acquired through a Secondary 

Purchase, Fiat shall have the right to designate up to four Directors to the Board of Directors to 

serve as Directors. For so long as Fiat remains a Member and the Fiat Group has a Total Interest 

exceeding fifty percent (50%), Fiat shall have the right to designate up to five Directors to the 

Board of Directors to serve as Directors. For so long as Fiat remains a Member and the Fiat 

Group does not have a Total Interest exceeding fifty percent (50%), at least one of the Directors 
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designated by Fiat shall qualify as an Independent Director. At such time as Fiat is no longer a 

Member or loses the right to designate one or more Directors under this Section 5.3(a), Fiat shall 

remove the requisite number of Directors designated by it from the Board of Directors or cause 

the requisite number of Directors designated by it to resign. Notwithstanding the foregoing, in 

the event that Fiat loses the right to designate one or more Directors under this Section 5.3(a) as a 

result of the transfer of the "Pledged Interests" (as defined in the Fiat Pledge Agreement) to the 

lender under the U.S. Treasury Loan upon a foreclosure, sale or other transfer of the Pledged 

Interests pursuant to the Fiat Pledge Agreement, then the right of Fiat to designate such Directors 

that ceased as a result of such foreclosure, sale or other transfer, and the right of such Directors to 

approve Major Decisions and to take any other actions of the Directors provided for hereunder 

(the "Fiat Management Rights"), shall continue and shall be vested in such lender; provided that 

upon subsequent transfer by such lender to a third party, the Fiat Management Rights shall 

terminate. 

(b) At all times until the occurrence of the Canadian Loan Termination Date, 

Canada or any transferee of Canada or its assigns pursuant to Section 13.1(b)(iii) that is wholly 

owned by the Canadian Government shall have the right to designate one Director (the “Canada 

Director”). The Canada Director shall be an Independent Director. Upon the occurrence of the 

Canadian Loan Termination Date, Canada shall cause the Canada Director to resign or be 

removed from the Board of Directors. 

(c) For so long as the VEBA or its wholly-owned subsidiaries remain 

Members and the sum of the Total Interests held by the VEBA (directly or indirectly through its 

ownership interest in the Minority Owned VEBA Holdco) and its wholly-owned subsidiaries 

equals or exceeds 15%, the VEBA shall have the right to designate one representative (the 

“VEBA Director”) to the Board of Directors, subject to the prior written consent of the UAW. At 

such time as neither the VEBA nor any of its wholly-owned subsidiaries are Members or the 

VEBA loses the right to designate the VEBA Director under this Section 5.3(c), the VEBA and 

its wholly-owned subsidiaries shall cause the VEBA Director to resign or be removed from the 

Board of Directors. 

(d) The US Treasury shall initially designate three Directors to serve on the 

Board of Directors for the Second Initial Term (the “Initial Directors”), at least two of whom will 

be Independent Directors. Immediately after such designation, the Initial Directors shall, in 

consultation with the US Treasury, designate another Independent Director (the “Final Director”). 

At such time as Fiat is entitled to designate a fourth Director as provided under Section 5.3(a), the 

term of the Final Director shall immediately expire and such Final Director shall resign without 

further action. At such time as Fiat is entitled to designate five Directors as provided under 

Section 5.3(a), the term of the Initial Directors (other than the two Initial Directors selected by the 

Board of Directors who are also Independent Directors) shall immediately expire and such Initial 

Directors shall resign without further action, such that only the two Initial Directors remain on the 

Board of Directors. 

(e) The Board of Directors shall at all times consist of a majority of 

Independent Directors unless the Fiat Group, pursuant to Section 3.5 or otherwise in compliance 

with any contractual obligations to US Treasury, acquires a Total Interest exceeding fifty percent 

(50%), in which case the Board of Directors shall at all times have at least three Independent 

Directors. 
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(f) The Board of Directors shall elect from time to time a Director to act as 

the chairman of the Board of Directors (the “Chairman”). 

(g) Any Director shall be removed from the Board of Directors or any 

committee of the Board of Directors with or without cause at the written request of the holders of 

the Membership Interest or other Person that has the right to designate such Director under 

Section 5.3(a), (b) or (c) (in the case of a removal of a director designated pursuant to Section 

5.3(c), such removal shall be subject to the written consent of the UAW), but only upon such 

written request and under no other circumstances. 

(h) Any Director may resign at any time by giving written notice to the 

members of the Board of Directors, the Chief Executive Officer or the Secretary. The resignation 

of any Director shall take effect upon receipt of notice thereof or at such later time as shall be 

specified in such notice, and, unless otherwise specified therein, the acceptance of such 

resignation shall not be necessary to make it effective. 

(i) If any Director designated pursuant to this Section 5.3 for any reason 

ceases to serve as a member of the Board of Directors either during such Director’s term of office 

or because such Director’s term of office has expired, the resulting vacancy on the Board of 

Directors shall be filled, subject to the conditions of this Section 5.3, by the Member who 

originally designated such Director, except in the case of (i) US Treasury or (ii) such Member 

that is otherwise no longer entitled to appoint such Director, in which case such vacancy shall be 

filled by a committee of the Board of Directors comprised solely of Independent Directors. 

(j) During such time as any Member other than US Treasury retains the 

right to designate Directors to the Board of Directors under this Section 5.3, such Member shall 

use commercially reasonable efforts to fill a vacancy of its representative within ninety (90) 

calendar days after any such Director appointed by it ceases to serve as a member of the Board of 

Directors. 

Section 5.4 Business Transactions of the Members with the Company. 

(a) The Company shall not enter into enter into any contract, agreement, 

understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the 

foregoing, an “Affiliate Transaction”), that involves aggregate payments in excess of $25 million, 

unless such Affiliate Transaction has (i) been approved by a majority of the disinterested 

members of the Board of Directors or (ii) if there are no disinterested members of the Board of 

Directors, the Company has obtained the favorable opinion of an independent expert as to the 

fairness of such Affiliate Transaction to the Company from a financial point of view.

(b) Subject to applicable Law and the terms of the Shareholder Agreement, a 

Member or any of its Affiliates may perform services for or otherwise enter into business 

transactions, with the exception of the transactions described under Section 5.4(a), with the 

Company and, subject to applicable Law and the terms of the Shareholder Agreement, shall have 

the same rights and obligations with respect to any such matter as a person who is not a Member 

or an Affiliate thereof. 
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Section 5.5 Meetings. 

(a) Meetings of the Board of Directors may be held in Auburn Hills, 

Michigan or at such other place, within or without the State of Delaware, as shall from time to 

time be determined by the Board of Directors, but in no event less than (i) four times during any 

12-month period and (ii) once during any three-month period. Special meetings of the Board of 

Directors may be called by or at the request of (i) the Chairman, or (ii) any two Directors. 

Special meeting notices shall state the purposes of the proposed meeting. 

(b) Any Director or any member of a committee of the Board of Directors 

who is present at a meeting shall be conclusively presumed to have waived notice of such 

meeting except when such Director attends for the express purpose of objecting or abstaining at 

the beginning of the meeting to the transaction of any business because the meeting is not 

lawfully called or convened. Such Director shall be conclusively presumed to have assented to 

any action taken unless his or her dissent or abstention shall be entered in the minutes of the 

meeting or unless his or her written dissent or abstention to such action shall be filed with the 

person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded 

by registered mail to the Secretary immediately after the adjournment of the meeting. Such right 

to dissent or abstain shall not apply to any Director who voted in favor of such action. 

Section 5.6 Notice of Meetings. Written notice stating the place, day and 

time of every meeting of the Board of Directors shall be given in accordance with Section 15.2

not less than seven nor more than 30 calendar days before the date of the meeting, in each case to 

each Director at his or her notice address maintained in the records of the Company by the 

Secretary. Such further notice shall be given as may be required by Law, but meetings may be 

held without notice if all the Directors entitled to vote at the meeting are present in person or by 

telephone or represented by proxy or if notice is waived in writing by those not present, either 

before or after the meeting. 

Section 5.7 Quorum. Unless otherwise provided by Law or this Agreement, 

the presence of Directors constituting a majority of the voting authority of the whole Board of 

Directors, including the Required Directors, shall be necessary to constitute a quorum for the 

transaction of business. If such quorum is not present within 60 minutes after the time appointed 

for such meeting, such meeting shall be adjourned and the acting Chairman shall reschedule the 

meeting to be held not fewer than two nor more than 10 Business Days thereafter. If such 

meeting is rescheduled, then those Directors who are present or represented by proxy at the 

rescheduled meeting shall constitute a valid quorum for all purposes hereunder; provided that 

written notice of any rescheduled meeting shall have been delivered to all Directors at least two 

Business Days prior to the date of such rescheduled meeting; and provided further, the 

Independent Directors determine, in good faith, that any such absent Required Director’s absence 

was caused by an intention to delay or impede the meeting. Each Director may designate by 

proxy any other Director to attend and act on behalf of the Director (including voting on all 

matters brought before the Board of Directors) at a meeting of the Board of Directors, a copy of 

which proxy shall be delivered to each other Director at or prior to the meeting. Notwithstanding 

any provision to the contrary contained herein, interested Directors may be counted in 

determining the presence of a quorum at a meeting of the Board of Directors or of a committee 

that authorizes any interested party contract or transaction. 

Section 5.8 Voting. 
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(a) Each Director shall be entitled to cast one vote with respect to each 

matter brought before the Board of Directors (or any committee of the Board of Directors of 

which such Director is a member) for approval. 

(b) The following matters (“Major Decisions”) shall require an affirmative 

vote of the majority of the Board of Directors, including (for so long as Fiat retains the right to 

designate Directors under Section 5.3(a)) at least one Fiat Director: 

(i) the consummation of a Chrysler IPO; 

(ii) any amendment to this Agreement or to any other organizational 

documents of the Company; 

(iii) the consummation of any merger, business combination, 

consolidation, corporate reorganization or any transaction constituting a change of control, by the 

Company with or into any Entity; 

(iv) any sale, transfer or other disposition (including by way of 

issuance of Equity Securities of a Subsidiary) of a substantial portion of the assets of the 

Company and its Subsidiaries, taken as a whole; 

(v) a material change in the business purpose of the Company; 

(vi) the opening or reopening of a major production facility; 

(vii) any capital expenditure, investment or commitment of the 

Company or any of its Subsidiaries (or series of related expenditures, investments or 

commitments) in excess of $250,000,000; 

(viii) any Liquidation Proceeding; 

(ix) any proposal or action by the Company that is not in accordance 

with the Business Plan and/or Annual Operating Budget; 

(x) to the extent applicable, any other decision over which the 

Company has granted approval rights to the US Treasury under the US Treasury Loan or any 

other related agreements or understandings of any Government Entity; and 

(xi) the determination of initial capital contributions in the Schedule 

of Members. 

(c) The terms and conditions of any indebtedness incurred by the Company 

in the ordinary course of business, subject to applicable Law and any restrictions imposed by 

financing agreements (including the US Treasury Loan or legislative or executive or 

administrative order of any Government Entity), must be approved by an affirmative vote of the 

majority of the Board of Directors. 

(d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as 

otherwise provided by this Agreement, the Shareholder Agreement, the LLC Act, other Law or 

the Certificate of Formation, all policies and other matters to be determined by the Directors shall 
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be determined by a majority vote of the members of the Board of Directors present at a meeting at 

which a quorum is present. No Director shall be disqualified from voting on matters as to which 

such Director or the Persons that elected such Director may have a conflict of interest, whether 

such matter is a direct conflict of interest in connection with which the Person that elected such 

Director or any affiliate of such Person will engage in a transaction with the Company or one or 

more of its Subsidiaries or of another nature; provided that (i) prior to voting on any such matter, 

such Director shall disclose the fact of any such conflict to the other Directors (other than 

conflicts arising from such Director’s relationship with the Persons who elected such Director) 

and the material terms of such transaction and the material facts as to the relationship or interest 

of the Person that elected such Director or such Person’s affiliate, (ii) any Director may determine 

to recuse himself or herself from voting on any matter as to which such Director or the Person 

that elected such Director may have a conflict of interest, and (iii) no Director shall have any duty 

to disclose to the Company or the Board of Directors confidential information in such Director’s 

possession even if it is material and relevant information to the Company and/or the Board of 

Directors and, in any such case, such Director shall not be liable to the Company or the other 

Members for breach of any duty (including the duty of loyalty and any other fiduciary duties) as a 

Director by reason of such lack of disclosure of such confidential information. 

Section 5.9 Action without a Meeting; Telephonic Meetings. 

(a) On any matter requiring an approval or consent of Directors under this 

Agreement or the LLC Act, the Directors may take such action without a meeting, without prior 

notice, and without a vote if a consent or consents in writing, setting forth the action so taken, 

shall be signed by all of the Directors. 

(b) Any Director may at such Director’s discretion, participate in meetings 

of the Board of Directors by means of conference telephone or similar communications 

equipment by means of which all Persons participating in the meeting can hear one another. 

Participation in a telephonic meeting pursuant to this Section 5.9(b) shall constitute presence at 

such meeting and shall constitute a waiver of any deficiency of notice. 

Section 5.10 Compensation of Directors; Expense Reimbursement. 

Directors that are also Officers of the Company or employees of any of the Members or its 

Affiliates shall not receive any stated fee for services in their capacity as Directors; provided, 

however, that nothing herein contained shall be construed to preclude any Director from serving 

the Company or any Subsidiary in any other capacity and receiving compensation therefor. 

Directors that are not also Officers of the Company or employees of any of the Members or its 

Affiliates may receive a stated compensation for their services as Directors, in each case as 

determined from time to time by the Board of Directors. 

Section 5.11 Committees of the Board of Directors.

(a) The Board of Directors may by resolution designate one or more 

committees, each of which shall be comprised of two or more Directors, and may designate one 

or more of the Directors as alternate members of any committee, who may, subject to any 

limitations imposed by the Board of Directors, replace absent or disqualified Directors at any 

meeting of that committee. Any decisions to be made by a committee of the Board of Directors 

shall require the approval of a majority of the votes of such committee of the Board of Directors. 
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(b) Any committee of the Board of Directors, to the extent provided in any 

resolution of the Board of Directors, shall have and may exercise all of the authority of the Board 

of Directors, subject to the limitations set forth in the establishment of such committee. Any 

committee members may be removed, or any authority granted thereto may be revoked, at any 

time for any reason by a majority of the Board of Directors subject to the limits on designation of 

replacement provided above and provided that any Fiat Director, or Independent Director 

designated by Fiat, that serves on a committee shall only be removed with the approval of a 

majority of the Fiat Directors. Each committee of Directors may fix its own rules of procedure 

and shall hold its meetings as provided by such rules, except as may otherwise be provided in this 

Agreement, the charter for such committee, or by a resolution of the Board of Directors 

designating such committee. The charter for any such committee may be amended with the 

consent of a majority of the Board of Directors. 

(c) There is hereby established the audit committee of the Board of Directors 

(the “Audit Committee”). The composition of the Audit Committee shall be set forth in the Audit 

Committee Charter and shall include at least one Independent Director designated by Fiat. The 

Board of Directors shall appoint as Chairman of the Audit Committee an Independent Director. 

The Audit Committee shall have and may exercise such powers, authority and responsibilities as 

may be granted to it pursuant to the Audit Committee Charter of the Company as in effect from 

time to time. The Audit Committee shall report its actions, findings and reports to the Board of 

Directors on a regular basis. 

(d) There is hereby established the compensation committee of the Board of 

Directors (the “Compensation Committee”). The composition of the Compensation Committee 

shall be set forth in the Compensation Committee Charter and shall include at least one 

Independent Director designated by Fiat (or a Fiat Director, at any time during which the Fiat 

Group owns a Total Interest exceeding fifty percent (50%)). The Board of Directors shall appoint 

as Chairman of the Compensation Committee an Independent Director designated by Fiat (or a 

Fiat Director, at any time during which the Fiat Group owns a Total Interest exceeding fifty 

percent (50%)). The Compensation Committee shall be responsible for matters related to 

executive compensation and all other equity-based incentive compensation plans of the Company 

and shall have and may exercise such powers, authority and responsibilities as may be granted to 

it pursuant to the Compensation Committee Charter of the Company as in effect from time to 

time. 

(e) There is hereby established the executive committee of the Board of 

Directors (the “Executive Committee”). The composition of the Executive Committee shall be 

set forth in the Executive Committee Charter and shall include at least one Fiat Director. A Fiat 

Director shall be the Chairman of the Executive Committee. The Executive Committee shall 

have and may exercise such powers, authority and responsibilities as may be granted to it 

pursuant to the Executive Committee Charter of the Company as in effect from time to time. 

Section 5.12 Delegation of Authority. The Board of Directors may, from 

time to time (acting in any applicable case with any required consent under this Agreement), 

delegate to any Person (including any Member, Officer or Director) such authority and powers to 

act on behalf of the Company as it shall deem advisable in its discretion. Any delegation 

pursuant to this Section 5.12 may be revoked at any time and for any reason or no reason by the 

Board of Directors. 
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Section 5.13 Officers. 

(a) The officers of the Company (the “Officers”) shall consist of a Chief 

Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a Chief Technical 

Officer, a Secretary and such other Officers as the Board of Directors may deem appropriate. 

One Person may hold, and perform the duties of, any two or more of such offices. 

(b) Officers shall be approved and appointed by the Board of Directors; 

provided, that for so long as Fiat retains the right to designate Directors under Section 5.3(a)

appointment of the Chief Executive Officer will require the prior written approval of Fiat. Any 

Officer may be removed, with or without cause, at any time by the Board of Directors, except for 

the Chief Executive Officer, who, for so long as Fiat retains the right to designate Directors under 

Section 5.3(a), may be removed only with the prior written approval of Fiat. For the avoidance of 

doubt, any of the Officers, including the Chief Executive Officer, may be an employee of Fiat 

who will be seconded to the Company. Any such seconded officer may receive supplemental 

employment compensation from Fiat related to such secondment notwithstanding any “cap” on 

compensation payable to such officer by the Company under any Law, rule or policy applicable 

to the Company. 

(c) No Officer shall have any rights or powers beyond the rights and powers 

granted to such Officers in this Agreement or by action of the Board of Directors. The Chief 

Executive Officer, the Presidents, Chief Financial Officer, Chief Operating Officer, Chief 

Technical Officer and Secretary, if any, shall have the following duties and responsibilities: 

(i) Chief Executive Officer. The Chief Executive Officer of the 

Company (the “Chief Executive Officer”) shall perform such duties as may be assigned to him or 

her from time to time by the Board of Directors. Subject to the direction of the Board of 

Directors, he or she shall have, and exercise, direct charge of, and general supervision over, the 

business and affairs of the Company. He or she shall from time to time report to the Board of 

Directors all matters within his or her knowledge that the interest of the Company may require to 

be brought to its notice, and shall also have such other powers and perform such other duties as 

may be specifically assigned to him or her from time to time by the Board of Directors. The 

Chief Executive Officer shall see that all resolutions and orders of the Board of Directors are 

carried into effect, and in connection with the foregoing, shall be authorized to delegate to any 

President and the other Officers such of his or her powers and such of his or her duties as he or 

she or the Board of Directors may deem to be advisable. The initial Chief Executive Officer shall 

be Sergio Marchionne. 

(ii) Presidents. The Presidents of the Company (each a “President”) 

shall perform such duties as may be assigned to them from time to time by the Board of Directors 

or as may be designated by the Chief Executive Officer. 

(iii) Chief Financial Officer. The Chief Financial Officer of the 

Company (the “Chief Financial Officer”) shall have the custody of the Company’s funds and 

securities and shall keep full and accurate accounts of receipts and disbursements in books 

belonging to the Company and shall deposit all monies and other valuable effects in the name and 

to the credit of the Company, in such depositories as may be designated by the Board of Directors 

or by any Officer authorized by the Board of Directors to make such designation. The Chief 

Financial Officer shall exercise such powers and perform such duties as generally pertain or are 
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necessarily incident to his or her office and shall perform such other duties as may be specifically 

assigned to him or her from time to time by the Board of Directors or the Chief Executive 

Officer. 

(iv) Chief Operating Officer. The Chief Operating Officer (the 

“Chief Operating Officer”) shall perform such duties as may be assigned to him or her from time 

to time by the Board of Directors or the Chief Executive Officer. Subject to the direction of the 

Board of Directors or the Chief Executive Officer, he or she shall have, and exercise, direct 

charge of, and general supervision over, the day-to-day business activities and operations 

management of the Company. He or she shall from time to time report to the Board of Directors 

all operational matters within his or her knowledge that the interest of the Company may require 

to be brought to its notice, and shall also have such other powers and perform such other duties as 

may be specifically assigned to him or her from time to time by the Board of Directors or the 

Chief Executive Officer. 

(v) Chief Technical Officer. The Chief Technical Officer (the “Chief 

Technical Officer”) shall perform such duties as may be assigned to them from time to time by 

the Board of Directors or the Chief Executive Officer. Subject to the direction of the Board of 

Directors or the Chief Executive Officer, he or she shall have, and exercise, direct charge of, and 

general supervision over, the technology platform and the strategic technological development 

and direction of the Company. He or she shall from time to time report to the Board of Directors 

all technological matters within his or her knowledge that the interest of the Company may 

require to be brought to its notice, and shall also have such other powers and perform such other 

duties as may be specifically assigned to him or her from time to time by the Board of Directors 

or the Chief Executive Officer. 

(vi) Secretary. The Secretary of the Company (the “Secretary”) or 

any Assistant Secretary of the Company (the “Assistant Secretary”) designated by the Secretary 

shall attend all meetings of the Members and the Board of Directors, except to the extent the 

Secretary or such Assistant Secretary is excused, by the Members or the Board of Directors, as 

the case may be, and record all votes and the minutes of all proceedings in a book to be kept for 

that purpose and shall perform like duties for any committee when required. He or she shall give, 

or cause to be given, notice of all meetings of the Members and, when necessary, of the Board of 

Directors. The Secretary or such designated Assistant Secretary, as the case may be, shall 

exercise such powers and perform such duties as generally pertain or are necessarily incident to 

his or her office, and he or she shall perform such other duties as may be assigned to him or her 

from time to time by the Board of Directors or the Chief Executive Officer. To the greatest 

extent possible, the Secretary or such designated Assistant Secretary, as the case may be, shall 

vote, or cause to be voted, all of the Equity Securities of any Subsidiary of the Company as 

directed by the Board of Directors. 

(vii) Employment of Other Employees. The Chief Executive Officer, 

with the consultation of the Chief Financial Officer and Chief Operating Officer, will be 

authorized to recruit, hire and dismiss employees other than the Officers in accordance with 

applicable laws and delegate such authority as appropriate to other officers and employees of the 

Company, all of which will be subject to the supervision and oversight of the Board of Directors. 
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Section 5.14 Standard of Care; Fiduciary Duties; Liability of Directors 

and Officers. 

(a) Unless otherwise determined by the Board of Directors, including a Fiat 

Director, the business, affairs and operations of the Company shall be conducted in a prudent 

manner in accordance with international automotive practices. The Board of Directors, including 

a Fiat Director, shall adopt corporate ethics, anti-bribery, anti-corruption, safety, environmental 

and other policies at least equivalent to those applicable to Fiat Parent. 

(b) Any Member, Director or Officer, in the performance of such Member’s, 

Director’s or Officer’s duties, shall be entitled to rely in good faith on the provisions of this 

Agreement and on opinions, reports or statements (including financial statements, books of 

account any other financial information, opinions, reports or statements as to the value or amount 

of the assets, liabilities, profits or losses of the Company and its Subsidiaries) of the following 

other Persons or groups: (i) one or more Officers or employees of such Member or the Company 

or any of its Subsidiaries, (ii) any legal counsel, certified public accountants or other Person 

employed or engaged by such Member, the Board of Directors or the Company or any of its 

Subsidiaries, or (iii) any other Person who has been selected with reasonable care by or on behalf 

of such Member, Director, Officer or the Company or any of its Subsidiaries, in each case as to 

matters which such relying Person reasonably believes to be within such other Person’s 

professional or expert competence. The preceding sentence shall in no way limit any Person’s 

right to rely on information to the extent provided in Section 18-406 of the LLC Act. 

(c) On any matter involving a conflict of interest not provided for in this 

Agreement, each Director and Officer shall be guided by its reasonable judgment as to the best 

interests of the Company and its Subsidiaries and shall take such actions as are determined by 

such Person to be necessary or appropriate to ameliorate such conflict of interest. 

(d) Subject to, and as limited by the provisions of this Agreement (including 

Section 5.8(d), the Directors and the Officers, in the performance of their duties as such, shall 

owe to the Company and its Members duties of loyalty and due care of the type owed under Law 

by directors and officers of a business corporation incorporated under the Delaware General 

Corporation Law; provided that the doctrine of corporate opportunity or any analogous doctrine 

shall not apply to the Directors and provided, further, that, no Director and no Person that elected 

such Director shall have any duty to disclose to the Company or the Board of Directors 

confidential information in such Director’s or Person’s possession even if it is material and 

relevant information to the Company and/or the Board of Directors and neither such Director nor 

such Person shall be liable to the Company or the Members for breach of any duty (including the 

duty of loyalty and any other fiduciary duties) as a Director or Person that has the right to 

designate such Director by reason of such lack of disclosure of such confidential information. 

The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including 

the duty of loyalty and other fiduciary duties) and liabilities of a Director or Officer otherwise 

existing at Law or in equity or by operation of the preceding sentence, are agreed by the Members 

to replace such duties and liabilities of such Director or Officer. Notwithstanding the foregoing 

provisions and Section 5.14(f), except as otherwise expressly provided in this Agreement or any 

other written agreement entered into by the Company or any of its Subsidiaries and any Director, 

if a Director acquires knowledge of a potential transaction or matter that may be a business 

opportunity for both the Person that has the right to designate such Director hereunder and the 

Company or the Members, such Director shall have no duty to communicate or offer such 
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business opportunity to the Company or the Members and shall not be liable to the Company or 

the Members for breach of any duty (including the duty of loyalty and any other fiduciary duties) 

as a Director by reason of the fact that such Director directs such opportunity to the Person that 

has the right to designate such Director or any other Person, or does not communicate information 

regarding such opportunity to the Company or the Members, and any such direction of an 

opportunity by such Director, and any action with respect to such an opportunity by such Person, 

shall not be wrongful or improper or constitute a breach of any duty hereunder, at law, in equity 

or otherwise. 

(e) Except as required by the LLC Act, no individual who is a Director or an 

Officer, or any combination of the foregoing, shall be personally liable under any judgment of a 

court, or in any other manner, for any debt, obligation or liability of the Company, whether that 

liability or obligation arises in contract, tort or otherwise solely by reason of being a Director or 

an Officer or any combination of the foregoing. 

(f) No Director or Officer shall be liable to the Company or the Members 

for any act or omission (including any breach of duty (fiduciary or otherwise)), including any 

mistake of fact or error in judgment taken, suffered or made by such Person if such Person acted 

in good faith and in a manner such Person reasonably believed to be in or not opposed to the best 

interests of the Company and which act or omission was within the scope of authority granted to 

such Person; provided that such act or omission did not constitute fraud, willful misconduct or 

bad faith in the conduct of such Person’s office. 

(g) No Director shall be liable to the Company or any Members for 

monetary damages for breach of fiduciary duty as a Director; provided that the foregoing shall 

not eliminate or limit the liability of a Director: (i) for acts or omissions not in good faith or 

which involve intentional misconduct or a knowing violation of Law; or (ii) for any transaction 

from which such Director derived an improper personal benefit. 

ARTICLE VI 

INDEMNIFICATION 

Section 6.1 General Indemnity.

(a) To the fullest extent permitted by the LLC Act, the Company, to the 

extent of its assets legally available for that purpose, shall indemnify and hold harmless each 

Person who was or is made a party or is threatened to be made a party to or is involved in or 

participates as a witness with respect to any action, suit or proceeding, whether civil, criminal, 

administrative or investigative (each a “Proceeding”), by reason of the fact that he or she, or a 

Person of whom he or she is the legal representative, is or was a Director, an officer, or employee, 

or is or was serving at the request of the Company as a manager, director, officer, employee, 

fiduciary or agent of another Entity (collectively, the “Indemnified Persons”) from and against 

any and all loss, cost, damage, fine, expense (including reasonable fees and expenses of attorneys 

and other advisors and any court costs incurred by any Indemnified Person) or liability actually 

and reasonably incurred by such Person in connection with such Proceeding if such Person acted 

in good faith and in a manner such Person reasonably believed to be in or not opposed to the best 

interests of the Company and except that no indemnification shall be made in respect of any 

claim, issue or matter as to which such Person shall have been adjudged to be liable to the 

Company unless and only to the extent that the Court of Chancery of the State of Delaware or the 
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court in which such action or suit was brought shall determine upon application that, despite the 

adjudication of liability but in view of all the circumstances of the case, such Person is fairly and 

reasonably entitled to indemnity for such expenses which the Court of Chancery or such other 

court shall deem proper. The termination of any Proceeding by judgment, order, settlement, 

conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a 

presumption that the Person did not act in good faith or in a manner such Person reasonably 

believed to be in or not opposed to the best interests of the Company. 

(b) The Company shall pay in advance or reimburse reasonable expenses 

(including advancing reasonable costs of defense) incurred by an Indemnified Person who is or is 

threatened to be named or made a defendant or a respondent in a Proceeding; provided, however, 

that as a condition to any such advance or reimbursement, such Indemnified Person shall agree 

that it shall repay the same to the Company if such Indemnified Person is finally judicially 

determined by a court of competent jurisdiction not to be entitled to indemnification under this 

ARTICLE VI. 

(c) The Company shall not be required to indemnify a Person in connection 

with a Proceeding initiated by such Person against the Company or any of its Subsidiaries if the 

Proceeding was not authorized by the Board of Directors. The ultimate determination of 

entitlement to indemnification of any Indemnified Person shall be made by the Board of Directors 

in such manner as the Board of Directors may determine. 

(d) Any and all indemnity obligations of the Company with respect to any 

Indemnified Person shall survive any termination of this Agreement. The indemnification and 

other rights provided for in this ARTICLE VI shall inure to the benefit of the heirs, executors and 

administrators of any Person entitled to such indemnification. 

Section 6.2 Fiduciary Insurance. Unless otherwise agreed by the Board of 

Directors, the Company shall maintain, at its expense, insurance (a) to indemnify the Company 

for any obligations which it incurs as a result of the indemnification of Indemnified Persons under 

the provisions of this ARTICLE VI, and (ii) to indemnify Indemnified Persons in instances in 

which they may not otherwise be indemnified by the Company under the provisions of this 

ARTICLE VI. 

Section 6.3 Rights Non-Exclusive. The rights to indemnification and the 

payment of expenses incurred in defending any Proceeding in advance of its final disposition 

conferred in this ARTICLE VI shall not be exclusive of any other right which any Person may 

have or hereafter acquire under any Law, provision of this Agreement, any other agreement, any 

vote of Members or disinterested Directors or otherwise. 

Section 6.4 Merger or Consolidation; Other Entities. For purposes of this 

ARTICLE VI, references to “the Company” shall include, in addition to the resulting company, 

any constituent company (including any constituent of a constituent) absorbed in a consolidation 

or merger which, if its separate existence had continued, would have had power and authority to 

indemnify its managers, directors, officers, employees or agents, so that any Person who is or was 

a manager, director, officer, employee or agent of such constituent company, or is or was serving 

at the request of such constituent company as a manager, director, officer, employee or agent of 

another company, partnership, joint venture, trust or other enterprise, shall stand in the same 

position under this ARTICLE VI with respect to the resulting or surviving company as he or she 
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would have with respect to such constituent company if its separate existence had continued. For 

purposes of this ARTICLE VI, references to “another Entity” shall include employee benefit 

plans; references to “fines” shall include any excise taxes assessed on a Person with respect to 

any employee benefit plan; and references to “serving at the request of the Company” shall 

include any service as a manager, director, officer, employee or agent of the Company that 

imposes duties on, or involves services by, such manager, director, officer, employee or agent 

with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted 

in good faith and in a manner such Person reasonably believed to be in or not opposed to the best 

interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have 

acted in a manner “not opposed to the best interests of the Company” as referred to in this 

ARTICLE VI. 

Section 6.5 No Member Recourse. Anything herein to the contrary 

notwithstanding, any indemnity by the Company relating to the matters covered in this 

ARTICLE VI shall be provided out of and to the extent of Company assets only and no Member 

shall have personal liability on account thereof or shall be required to make additional capital 

contributions to help satisfy such indemnity of the Company. 

ARTICLE VII 

RESIGNATION 

Section 7.1 Resignation. 

(a) Fiat. Fiat shall not be permitted to terminate any of its rights as a 

Member of the Company prior to the second anniversary of the Effective Date. On or after the 

second anniversary of the Effective Date, Fiat shall be permitted to terminate all governance 

rights provided to Fiat under ARTICLE V (a “Fiat Termination”) in connection with a 

termination of the Master Industrial Agreement. Prior to the effective date of the Fiat 

Termination, Fiat shall be permitted to withdraw its notice of a Fiat Termination and in the event 

of any such Fiat Termination, Fiat shall continue to be a Member of the Company and shall have 

the rights and powers and shall be subject to the restrictions and liabilities of a Member under this 

Agreement, the Shareholder Agreement, the Certificate of Formation and the LLC Act. Upon the 

effective date of the Fiat Termination, all governance rights provided to Fiat under ARTICLE V

shall terminate. If the Fiat Termination occurs prior to the earlier of (x) the fourth anniversary of 

the Effective Date and (y) the occurrence of all of the Class B Events under Section 3.4, Fiat shall 

surrender all of its Membership Interests and rights to receive additional Membership Interests in 

the Company and upon the foregoing, Fiat shall cease to be a Member of the Company and shall 

not be entitled to receive any Distribution or the fair value of its Membership Interests except as 

otherwise expressly provided for in this Agreement, the Shareholder Agreement or as otherwise 

agreed to by the Board of Directors. 

(b) Non-Fiat Members. Each Non-Fiat Member may resign from the 

Company prior to the dissolution and winding up of the Company only upon the assignment of its 

entire Membership Interest (including by any redemption, repurchase or other acquisition by the 

Company of such Membership Interests) in accordance with the provisions of this Agreement and 

the Shareholder Agreement or as otherwise agreed to by the Board of Directors (a “Withdrawn 

Member”). A Withdrawn Member shall cease to be a Member of the Company and shall not be 

entitled to receive any Distribution or the fair value of its Membership Interests except as 
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otherwise expressly provided for in this Agreement, the Shareholder Agreement or as otherwise 

agreed to by the Board of Directors. 

ARTICLE VIII 

ADMISSION OF ADDITIONAL MEMBERS 

Section 8.1 Admission Requirements. One or more additional Persons may 

be admitted to the Company as Members only upon furnishing to the Board of Directors: (i) a 

joinder agreement pursuant to which such Person agrees to be bound by all of the terms and 

conditions of this Agreement; (ii) a joinder agreement pursuant to which such Person agrees to be 

bound by all of the applicable terms and conditions of the Shareholder Agreement; (iii) if 

required under Section 13.1(b) and requested by the Board of Directors, an opinion of counsel 

pursuant to Section 13.1(c); (iv) if required under Section 13.1(a), a certificate as provided under 

Section 13.1(d); and (v) such other documents or instruments as may be necessary or appropriate 

to effect such Person’s admission as a Member (including entering into an investor representation 

agreement or such other documents as the Board of Directors may deem appropriate), which 

joinder agreement, certification, legal opinion, consent, documents and other instruments, as 

required, shall be in such form and substance reasonably satisfactory to the Board of Directors. 

Such admission shall become effective on the date on which the Board of Directors determines 

that the foregoing conditions have been satisfied and when any such admission is shown on the 

books and records of the Company. Upon the admission of an Additional Member, the Schedule 

of Members shall be amended to reflect the name, notice address, Membership Interests and other 

interests in the Company. Such Member’s capital contributions and initial Capital Account shall 

be reflected in the Company’s books and records.

Section 8.2 Acceptance of Prior Acts. Any Person who is admitted 

pursuant to Section 8.1 hereby accepts, ratifies and agrees to be bound by all actions duly taken 

pursuant to the terms and provisions of this Agreement by the Company prior to the date it was 

admitted to the Company and, without limiting the generality of the foregoing, specifically 

ratifies and approves all agreements and other instruments as may have been executed and 

delivered on behalf of the Company prior to such date and which are in force and effect on such 

date. 

Section 8.3 Admission of Transferees. 

(a) Upon admission as a Member pursuant to a Transfer conducted in 

accordance with ARTICLE XIII, a Transferee shall succeed to the rights, duties and obligations 

of the Transferor under this Agreement, the Shareholder Agreement, the Certificate of Formation 

and the LLC Act and any references in this Agreement to the Transferor (unless such Transferor 

remains a Member) shall be deemed to refer to such Transferee for purposes of this Agreement. 

(b) Until a Transferee is admitted as a Member pursuant to Section 8.1, the 

Transferor shall continue to be a Member and to be entitled to exercise any rights or powers of a 

Member with respect to the Membership Interest transferred. 

Section 8.4 Foreclosing Lender. Notwithstanding any of the other 

provisions of this Section 8 or of Section 13, upon a valid foreclosure, sale or other transfer of 

Membership Interests of Fiat pursuant to the Fiat Pledge Agreement, the holder of such 

Membership Interests, shall, upon the execution of a counterpart to this Agreement, automatically 
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be admitted as a Member of the Company upon such valid foreclosure, sale or other transfer, with 

all of the rights and obligations of a Member hereunder. Upon a valid foreclosure, sale or other 

transfer of the Membership Interests of the Company pursuant to the Fiat Pledge Agreement, the 

successor Member may transfer its interests in the Company, subject to this Section 8.4. 

Notwithstanding any provision in the Act or any other provision contained herein to the contrary 

and without limitation to Section 5.3(a), Fiat shall be permitted to pledge and, upon any 

foreclosure of such pledge in connection with the admission of the US Treasury as a Member, to 

transfer to the US Treasury, whatever rights and powers Fiat has under the Agreement with 

respect to the affairs of the Company pursuant to the terms of the Fiat Pledge Agreement. 

ARTICLE IX 

DISSOLUTION 

Section 9.1 In General. The Company shall dissolve and its affairs shall be 

wound up upon the first to occur of the following: (i) the written consent of the Class A Holders 

holding a majority of the Class A Membership Interests, (ii) at any time there are no members of 

the Company unless the Company is continued in accordance with the LLC Act, or (iii) the entry 

of a decree of judicial dissolution under Section 18-802 of the LLC Act. 

(a) The bankruptcy (within the meaning of Sections 18-101(1) and 18-304 of 

the LLC Act) of any of the Members shall not cause such Member to cease to be a member of the 

Company and upon the occurrence of such an event, the business of the Company shall continue 

without dissolution. 

(b) In the event of dissolution, the Company shall conduct only such 

activities as are necessary to wind up its affairs (including the sale of the assets of the Company 

in an orderly manner), and the assets of the Company shall be applied in the manner, and in the 

order of priority, set forth in Section 18-804 of the LLC Act. 

(c) Upon the cancellation of the Certificate of Formation in accordance with 

the LLC Act, the Company and this Agreement shall terminate. 

(d) In the event of a Liquidation Proceeding: 

(i) the liquidators shall pay, satisfy or discharge from the Company 

funds all of the debts, liabilities and obligations of the Company (including all expenses incurred 

in such Liquidation Proceeding) or otherwise make adequate provision for payment and discharge 

thereof (including the establishment of a cash fund for contingent liabilities in such amount and 

for such term as the liquidators may reasonably determine); and 

(ii) after payment or provision for payment of all of the Company’s 

liabilities has been made in accordance with Section 9.1(d), and after all allocations have been 

made in accordance with Section 4.2, all remaining assets of the Company shall be distributed in 

to the Members in accordance with their positive Capital Account balances, subject to any 

applicable waiting periods required under any antitrust laws. 

Section 9.2 Reasonable Time for Winding Up. A reasonable time shall be 

allowed for the orderly winding up of the business and affairs of the Company and the liquidation 
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of its assets pursuant to Section 9.1 to minimize any losses otherwise attendant upon such 

winding up. 

ARTICLE X 

RIGHTS AND DUTIES OF MEMBERS 

Section 10.1 Members. The Members of the Company, and their respective 

class and numbers of Membership Interests, are listed on the Schedule of Members. No Person 

may be a Member without the ownership of a Membership Interest. The Members shall have 

only such rights and powers as are granted to them pursuant to the express terms of this 

Agreement and the LLC Act. Except as otherwise expressly provided in this Agreement, no 

Member, in such capacity, shall have any authority to bind, to act for, to sign for or to assume any 

obligation or responsibility on behalf of, any other Member or the Company. 

Section 10.2 No Management or Dissent Rights. Except as set forth herein 

or otherwise required by Law, the Members shall not have any right to take part in the 

management or operation of the Company other than through the Directors appointed by the 

Members to the Board of Directors. No Member shall, without the prior written approval of the 

Board of Directors, take any action on behalf of or in the name of the Company, or enter into any 

commitment or obligation binding upon the Company, except for actions expressly authorized by 

the terms of this Agreement. Except as required by Law, Members shall not be entitled to any 

rights to dissent or seek appraisal with respect to any transaction, including the merger or 

consolidation of the Company with any Person. 

Section 10.3 No Member Fiduciary Duties. 

(a) No Member shall, to the maximum extent permitted by the LLC Act and 

other applicable Law, owe any duties (including fiduciary duties) as a Member to (i) the other 

Members or (ii) the Company, except for duties arising under contracts between such Members 

and the Company, in each case notwithstanding anything to the contrary existing at law, in equity 

or otherwise. 

(b) Except as otherwise expressly provided in this Agreement or any other 

contractual arrangements between the Company and one or more Members, any Member may 

engage in or possess any interest in another business or venture of any nature and description, 

independently or with others, whether or not such business or venture is competitive with the 

Company or any of its Subsidiaries, and neither the Company nor any other Member shall have 

any rights in or to any such independent business or venture or the income or profits derived 

therefrom, and the doctrine of corporate opportunity or any analogous doctrine shall not apply to 

the Members and the members, shareholders, partners and Affiliates thereof. The pursuit of any 

such business or venture shall not be deemed wrongful, improper or a breach of any duty 

hereunder, at law, in equity or otherwise. Any Member and the members, shareholders, partners 

and Affiliates thereof shall be able to transact business or enter into agreements with the 

Company to the fullest extent permissible under the LLC Act, subject to the terms and conditions 

of this Agreement. 

(c) Except as otherwise expressly provided in this Agreement or any other 

contractual arrangements between the Company and one or more Members, if a Member acquires 

knowledge, other than solely from or through the Company, of a potential transaction or matter 
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that may be a business opportunity for both such Member and the Company or another Member, 

such Member shall have no duty to communicate or offer such business opportunity to the 

Company or any other Member and shall not be liable to the Company or the other Members for 

breach of any duty (including fiduciary duties) as a Member by reason of the fact that such 

Member pursues or acquires such business opportunity for itself, directs such opportunity to 

another Person, or does not communicate information regarding such opportunity to the 

Company. 

(d) The provisions of this Agreement, to the extent that they restrict or 

eliminate the duties (including fiduciary duties) and liabilities of a Member otherwise existing at 

law or in equity, are agreed by the Members to replace such duties and liabilities of such 

Member. 

Section 10.4 Investment Representations of Members. Each Member 

hereby represents, warrants and acknowledges to the Company that: (a) such Member has such 

knowledge and experience in financial and business matters and is capable of evaluating the 

merits and risks of an investment in the Company and is making an informed investment decision 

with respect thereto; (b) such Member is acquiring interests in the Company for its own account 

and not with a view to distribution, subject, nevertheless, to the understanding that the disposition 

of such Member’s property will at all times be and remain within the such Member’s control; and 

(c) the execution, delivery and performance of this Agreement have been duly authorized by such 

Member. 

Section 10.5 Voting Rights. For so long as any Membership Interests are 

outstanding, the Board of Directors shall cause the Company not to, and the Company shall not, 

without the affirmative vote at a meeting duly called and held or the written consent of holders of 

a majority of the Membership Interests then outstanding, in each case in accordance with Article 

X of this Agreement: 

(a) redeem, purchase or otherwise acquire (or pay into or set aside for a 

sinking fund for such purpose) any Membership Interests of the Company; provided, however, 

that this restriction does not apply to the repurchase of Membership Interests of the Company 

from employees, officers, directors, consultants or other Persons performing services for Fiat, the 

Company or any Subsidiary of the Company issued pursuant to any employment or other 

agreement or an equity or similar plan under which the Company has the option or the obligation 

to repurchase such interests upon the occurrence of certain events, such as the termination of 

employment or other provision of services to the Company or any Subsidiary of the Company; 

(b) authorize any new class of Membership Interests of the Company, 

increase the size of any class of Membership Interests existing on the Effective Date or issue any 

new Membership Interests, other than any Membership Interests authorized to be issued in 

accordance with this Agreement (including equity to be issued to Fiat upon exercise of an 

Alternative Call Option or Incremental Equity Call Option); 

(c) (i) adopt any equity or similar plan for the Company, or (ii) issue any 

Membership Interests to Directors, Officers, employees or consultants primarily for 
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compensatory purposes except pursuant to an option plan approved in accordance with this 

paragraph; 

(d) (i) change the independent auditors of the Company or (ii) materially 

change the accounting policies of the Company; or 

(e) agree to do any of the foregoing. 

Section 10.6 Restrictions on Voting Rights of Fiat. Prior to the Government 

Loan Termination Date or the written release from the US Treasury of the restrictions in this 

Section 10.6, any Membership Interests acquired, directly or indirectly, by Fiat after the Effective 

Date, except for Initial Equity and Membership Interests acquired by Fiat through the occurrence 

of a Class B Event, shall be placed in a voting trust (the “Fiat Voting Trust”) with a trustee (the 

“Fiat Voting Trustee”) to be approved by the US Treasury. Such Fiat Voting Trustee shall hold 

all voting rights associated with such Membership Interests of the Company held in the Fiat 

Voting Trust and shall vote such Membership Interests proportionally in accordance with the 

votes of the other Members. On the Government Loan Termination Date, the Fiat Voting Trust 

shall be dissolved and Fiat shall automatically accede to voting rights associated with such 

Membership Interests of the Company previously held in the Fiat Voting Trust. 

Section 10.7 Additional Voting Rights of Non-Fiat Members. For so long 

as the Fiat Group has a Total Interest exceeding fifty percent (50%), the Board of Directors shall 

cause the Company not to, and the Company shall not, without the prior written consent of each 

Non-Fiat Member affected thereby, take any Major Decision set forth in Sections 5.8(b)(ii), (iii), 

(iv), or (viii) that would adversely affect such Non-Fiat Member in its capacity as a Member in a 

manner disproportionate to Fiat in its capacity as a Member. 

ARTICLE XI 

MEETINGS OF MEMBERS 

Section 11.1 Meetings of the Members. Meetings of the Members may be 

called at any time by two Directors, the Chairman, the Chief Executive Officer or as provided by 

this Agreement. Except to the extent otherwise provided in this Agreement, the following 

provisions shall apply to meetings of Members. 

Section 11.2 Notice of Meetings. The written notice of any meeting of 

Members shall be given not fewer than ten (10) Business Days nor more than thirty (30) Business 

Days before the date of the meeting to each Member entitled to vote at such meeting. 

Section 11.3 Adjournments. Any meeting of Members may be adjourned 

from time to time, to reconvene at the same or some other place, and notice need not be given of 

any such adjourned meeting if the time and place thereof are announced at the meeting at which 

the adjournment is taken. At the adjourned meeting the Members may transact any business 

which might have been transacted at the original meeting. 

Section 11.4 Quorum. Except as otherwise provided in this Agreement, at 

each meeting of Members, the holders of a majority of outstanding voting Membership Interests, 

present in person or represented by proxy, shall constitute a quorum; provided that, in order for a 

quorum for the conduct of business at a meeting to be constituted, the presence of Fiat and the US 
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Treasury (each, a “Quorum Member”), for so long as they remain Members, shall be required. 

Notwithstanding the foregoing, if any business at a meeting of Members cannot be conducted as a 

result of the failure of a Quorum Member to attend the meeting, a meeting of Members may be 

reconvened at any time after one Business Day following the originally scheduled meeting at 

which rescheduled meeting the presence of any Quorum Member shall not be required assuming 

the requirements for a quorum are otherwise satisfied. 

Section 11.5 Organization. Meetings of Members shall be presided over by 

the Chairman, or in his absence, by the Chief Executive Officer or another Director designated by 

the Board of Directors. The Secretary shall act as secretary of the meeting, but in the absence of 

the Secretary, the chairman of the meeting may appoint an Officer to act as secretary of the 

meeting. 

Section 11.6 Voting; Proxies. Each Class A Membership Interest shall be 

entitled to one vote at any meeting at which such interest is entitled to a vote. Each Class B 

Membership Interest shall be entitled to a number of votes at any meeting at which such interest 

is entitled to a vote, such that all of the Class B Membership Interests shall have a collective 

voting power equal to the Class B Aggregate Membership Interest. Each Member entitled to 

vote at a meeting of Members or to express consent or dissent to Company action in writing 

without a meeting may authorize another person or persons to act for such Member by proxy. A 

Member may revoke any proxy which is not irrevocable by attending the meeting and voting in 

person or by filing an instrument in writing revoking the proxy or another duly executed proxy 

bearing a later date with the Secretary of the Company or in the absence of a Secretary, any 

Officer of the Company. Voting at meetings of Members need not be by written ballot unless the 

Members of a majority of Outstanding Membership Interests (measured by individual voting 

interests) present in person or represented by proxy and entitled to vote on the subject matter at 

such meeting shall so determine. Unless otherwise specified in this Agreement or the 

Shareholder Agreement, the affirmative vote of the holders of a majority of the Outstanding 

Membership Interests (measured by individual voting interests) present in person or represented 

by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Members. 

Section 11.7 Waiver of Notice of Meetings of Members. Whenever notice 

is required to be given by law or under any provision of this Agreement, a written waiver thereof, 

signed by the Person entitled to notice, whether before or after the time stated therein, shall be 

deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of 

notice of such meeting, except when the Person attends a meeting for the express purpose of 

objecting, at the beginning of the meeting, to the transaction of any business because the meeting 

is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, 

any regular or special meeting of the Members need be specified in any written notice or waiver 

of notice of meeting. 

Section 11.8 Determination of Members of Record. In order that the 

Company may determine the Members entitled to notice of, or to vote at, any meeting or any 

adjournment thereof or to consent to action in writing without a meeting, the Board of Directors 

or any Officer of the Company may fix a record date, which record date shall not be more than 

sixty (60) nor less than ten (10) days before the date of such meeting or consent, as applicable. If 

no record date is set, the record date for determining Members entitled to notice of, or to vote at, a 

meeting shall be at the close of business on the day next preceding the day on which notice is 

given, or, if notice is waived, at the close of business on the day next preceding the day on which 
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the meeting is held. If no record date is set, the record date for determining Members entitled to 

consent to action in writing without a meeting shall be the first date on which a signed written 

consent setting forth the action taken or proposed to be taken is delivered to the Company. A 

determination of Members of record entitled to notice of or to vote at a meeting shall apply to any 

adjournment of the meeting; provided, however, that a new record date for the adjourned meeting 

may be established. 

Section 11.9 Consent of Members in Lieu of Meeting. Any action that may 

be taken at any meeting of Members may be taken without a meeting by written consent of 

Members holding outstanding voting Membership Interests sufficient to approve such action were 

a meeting to be held. 

ARTICLE XII 

INFORMATION RIGHTS; BOOKS AND RECORDS 

Section 12.1 Schedule of Members. The Company shall maintain and keep 

at its principal office the Schedule of Members on which it shall set forth the name and notice 

address of each Member, and the aggregate number of Membership Interests of each class of such 

Member at any time. 

Section 12.2 Books and Records; Other Documents. 

(a) The Company shall keep, or cause to be kept, (i) complete and accurate 

books and records of account of the Company, (ii) minutes of the proceedings of meetings of the 

Members, the Board of Directors and any committee thereof, and (iii) a current list of the 

Directors and Officers and their notice addresses. Any of the foregoing books, minutes or records 

may be in written form or in any other form capable of being accurately and completely 

converted into written form within a reasonable time. The books of the Company (other than 

books required to maintain Capital Accounts) shall be kept on the accrual basis of accounting, 

and otherwise in accordance with GAAP, and shall at all times be maintained or made available 

at the principal office of the Company. The Company shall, and shall cause its Subsidiaries to, 

(A) make and keep financial records in reasonable detail that accurately and fairly reflect all 

financial transactions and dispositions of the assets of the Company and its Subsidiaries and (B) 

maintain a system of internal accounting controls sufficient to provide reasonable assurances that 

(1) transactions are executed in accordance with authorization by the Person in charge and are 

recorded so as to provide proper financial statements and maintain accountability for assets and 

(2) safeguards are established to prevent unauthorized persons from having access to the assets, 

including the performance of periodic physical inventories. 

(b) At all times the Company shall maintain at its principal office a current 

list of the name and notice address of each Member, a copy of the Certificate of Formation, 

including any amendments thereto, copies of this Agreement and all amendments hereto, and all 

other records required to be maintained pursuant to the LLC Act. 

(c) The Company also shall maintain at all times, at its principal office, 

copies of the Company’s federal, state, local and foreign income Tax Returns and reports, if any, 

and all financial statements of the Company for all years ending after the Effective Date; 

provided, however, the Company shall not be required to maintain copies of income Tax Returns 
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and reports, if any, and any financial statements of the Company for any year which each 

Member has notified Company in writing that such Member’s tax year has been closed. 

(d) The Company shall maintain books for the purpose of registering the 

transfer of Membership Interests. Notwithstanding any provision of this Agreement to the 

contrary, a transfer of Membership Interests requires delivery of an endorsed Certificate and shall 

be effective upon registration of such transfer in the books of the Company. 

Section 12.3 Reports and Audits. 

(a) Promptly upon request, the Company shall, at its cost and expense, 

furnish, or cause to be furnished, to each Member holding ten percent (10%) or more of the 

Membership Interests such information relating to the financial condition, operations of the 

Company or any other aspect of the Company or its business in possession of the Company as 

any such Member may from time to time reasonably request. 

(b) Each Member holding ten percent (10%) or more of the Membership 

Interests shall have the right, at all reasonable times and upon reasonable notice during normal 

business hours, and at its own expense, so long as such access does not unreasonably interfere 

with the normal operation of the Company, to examine and make copies of or extracts from the 

books of account of the Company or any other Company record for any purpose reasonably 

related to such Member’s interest as a Member of the Company, including to satisfy any public 

reporting obligations of such Member under applicable law and the rules of any securities 

exchange, and for federal, state, local or foreign income or franchise tax purposes. Such 

examination rights may be exercised through any designated agent or employee of such 

Members, as applicable, or their respective Affiliates. The parties agree that any such 

examination is not intended to duplicate in its entirety the audit conducted by the Independent 

Auditor. The Company and the Member conducting such examination shall each bear its own 

cost of involvement in such review or audit. 

Section 12.4 Financial Statements and Other Information. 

(a) The Company shall deliver to Canada, for so long as it is a Member, and 

each Member holding in excess of five percent (5%) of the Membership Interests, the following: 

(i) (A) as soon as available, but in any event within fifteen Business 

Days after the end of each calendar month in each Fiscal Year, a monthly management financial 

report summarizing results of the Company for such monthly period and for the period from the 

beginning of the Fiscal Year setting forth, in each case, comparisons to the annual budget for such 

Fiscal Year and to the corresponding period in the preceding Fiscal Year; and (B) as soon as 

available, but in any event within twelve calendar days after the end of each calendar month in 

each Fiscal Year, a monthly management forecast summarizing the financial projections for the 

Company for the remainder of such Fiscal Year and setting forth a comparison to the annual 

budget for such Fiscal Year and to the corresponding period in the preceding Fiscal Year, and all 

such statements shall be prepared consistent with the practice of the immediate predecessor 

company of the Company. To the extent the twelfth calendar day falls on a non-Business Day, 

the due date for such monthly period shall be the next succeeding Business Day; 
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(ii) as soon as available, but in any event within fifteen Business 

Days after the end of each fiscal quarter in each Fiscal Year, a management financial report 

summarizing results of the Company as of the end of such quarterly period, setting forth, in each 

case, comparisons to the annual budget for such Fiscal Year and to the corresponding period in 

the preceding Fiscal Year, and all such statements shall be prepared consistent with the practice 

of the immediate predecessor company of the Company, subject to the absence of footnote 

disclosures and to normal year end adjustments for recurring accruals; 

(iii) as soon as available, but in any event within forty calendar days 

after the end of each of the first three fiscal quarters in each Fiscal Year, (A) the final unaudited 

consolidated balance sheet of the Company as of the end of such quarterly period, and related 

statements of income and cash flow, and all such statements shall be prepared in accordance with 

GAAP, subject to the footnote disclosures in accordance with customary practice for condensed 

consolidated interim financial statements and to normal year-end adjustments for recurring 

accruals, shall have been reviewed by the Independent Auditor and certified by the Chief 

Financial Officer; 

(iv) as soon as available, but in any event within fifteen Business 

Days after the end of each Fiscal Year (1) a management financial report summarizing results of 

the Company for such Fiscal Year, and (2) a draft of the unaudited consolidated balance sheet of 

the Company as of the end of such Fiscal Year, and all such statements shall be prepared in 

accordance with GAAP, subject to the absence of footnote disclosures and to normal year end 

adjustments for recurring accruals; 

(v) as soon as available, but in any event within sixty calendar days 

after the end of each Fiscal Year, the final consolidated balance sheets and related statements of 

income and cash flows of the Company for such Fiscal Year and as of the end of such Fiscal 

Year, in each case, prepared in accordance with GAAP, and accompanied by an opinion, 

unqualified as to scope or compliance with GAAP, of the Independent Auditor; 

(vi) prior to the transmission to the public thereof, copies of all press 

releases and other written statements made available generally by the Company to the public 

concerning material developments in the Company’s and its Subsidiaries’ businesses. 

(b) The Members shall be supplied with all other Company information 

necessary to enable each Member to prepare its federal, state, local and foreign income Tax 

Returns. Such information shall be prepared by the Company, and the Company shall use its 

reasonable best efforts to deliver such information to each Member with reasonable promptness 

in light of the timing applicable to the purpose for which such information is to be used by such 

Member. 

(c) All determinations, valuations and other matters of judgment required to 

be made for ordinary course accounting purposes and in respect of tax accounting policies under 

this Agreement shall be made by the Board of Directors and shall be conclusive and binding on 

all Members, their successors in interest and any other Person, and to the fullest extent permitted 

by Law or as otherwise provided in this Agreement, no such Person shall have the right to an 

accounting or an appraisal of the assets of the Company or any successor thereto. 
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(d) The Company agrees to cooperate and provide to its Members on a 

quarterly basis any information reasonably required by the Members to permit such Members to 

comply with any requirements imposed by Financial Accounting Standards Board Interpretation 

No. 48 or any similar provision of generally accepted accounting principles applicable to a 

member. 

(e) If a Member is required by Law or any generally accepted accounting 

principles (including GAAP) to consolidate the financial results of the Company into such 

Member’s financial statements, then the Company shall provide to such Member, reasonably 

promptly upon request (and, so long as such Member has timely made such request, within a 

sufficient period of time so as to enable such Member to comply with any Law or accounting 

requirement applicable to it), any information reasonably requested for the purposes of such 

consolidation. 

(f) So long as the US Treasury holds any of its initial Membership Interests, 

(A) (i) the Company shall use its reasonable efforts to publish capsule financial information for 

the fiscal quarter ended September 30, 2009 in a press release or other form of public 

dissemination by November 14, 2009, (ii) for the Fiscal Year ended December 31, 2009, publish 

capsule financial information for such Fiscal Year by March 31, 2010 in a press release or other 

form of public dissemination, and (iii) within 45 calendar days after the end of each of the three 

fiscal quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, publish capsule 

financial information for such fiscal quarter, and (B) notwithstanding that the Company may not 

be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the 

Company shall file with the U.S. Securities and Exchange Commission from and after January 1, 

2011, (i) within 90 days (or any other time period then in effect under the rules and regulations of 

the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer and 

provided that the delivery of any such report may be deferred for the period of time for which a 

reporting company under the Exchange Act would be permitted to defer the filing of such report 

pursuant to Rule 12b-25 under the Exchange Act by filing a Form 12b-25) after the end of each 

fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the 

information required to be contained therein, or required in such successor or comparable form, 

(ii) within 45 days (or any other time period then in effect under the rules and regulations of the 

Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer and provided 

that the delivery of any such report may be deferred for the period of time for which a reporting 

company under the Exchange Act would be permitted to defer the filing of such report pursuant 

to Rule 12b-25 under the Exchange Act by filing a Form 12b-25) after the end of each of the first 

three fiscal quarters of each Fiscal Year, reports on Form 10-Q containing all quarterly 

information that would be required to be contained in Form 10-Q, or any successor or comparable 

form, (iii) within 4 Business Days (or any other time period then in effect under the rules and 

regulations of the Exchange Act with respect to the filing of a Form 8-K) after the occurrence of 

an event required to be therein reported, such other reports on Form 8-K, or any successor or 

comparable form, and (iv) any other information, documents and other reports that the Company 

would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange 

Act; in each case, in a manner that complies in all material respects with the requirements 

specified in such form; provided that the Company shall not be so obligated to file such reports 

with the SEC if the SEC does not permit such filing. 

Section 12.5 Independent Auditor. The Company and its Subsidiaries at all 

times shall engage a Person to audit its financial statements (the “Independent Auditor”) that 
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(a) is an independent public accounting firm within the meaning of the American Institute of 

Certified Public Accountants’ Code of Professional Conduct (American Institute of Certified 

Public Accountants, Professional Standards, vol. 2, et sec. 101), (b) is a registered public 

accounting firm (as defined in Section 2(a)(12) of the Sarbanes Oxley Act of 2002 (the “Sarbanes 

Oxley Act”)), and (c) if the Company were an “issuer” (as defined in the Sarbanes Oxley Act), 

would not be in violation of the auditor independence requirements of the Sarbanes Oxley Act by 

reason of its acting as the auditor of the Company and its Subsidiaries. The Independent Auditor 

shall be appointed by the Board of Directors and shall be a nationally recognized certified public 

accounting firm. The Company shall engage the Independent Auditor from time to time to 

conduct such review and testing as from time to time may be necessary or reasonably required 

under the Sarbanes Oxley Act and to issue to the Company its written opinions and 

recommendations with respect thereto. 

ARTICLE XIII 

TRANSFER OF MEMBERSHIP INTERESTS 

Section 13.1 Restrictions on Transfer of Membership Interests. 

(a) No Member may Transfer its Membership Interests except as expressly 

permitted by this Agreement. The restrictions of this ARTICLE XIII shall bind any third party 

transferee of the Membership Interests (other than third party transferees of the Membership 

Interests who receive such Membership Interests in a public offering in connection with the 

exercise of registration rights pursuant to Section 13.1(b)(ii)), and any such transferee must agree 

in writing to be bound by these provisions. Any purported Transfer that violates this Agreement 

or any restrictive legend on the certificates representing any of the Membership Interests shall be 

null and void; the Company shall not record, on its transfer books or otherwise, any such 

purported Transfer. 

(b) The following Transfers are permitted, subject to the conditions stated 

elsewhere in this Agreement, including Section 13.1(c) to (h), if applicable: 

(i) Each of the US Treasury and Canada may Transfer its 

Membership Interests subject to the terms of Section 13.1(d), (f), (g), (h) and (i) if Fiat reasonably 

determines that the proposed transferee is not a Competitor, or an Affiliate of a Competitor, of 

Fiat. 

(ii) Any Member may Transfer its Membership Interests pursuant to 

Section 14.1 or Section 14.4 or the exercise of registration rights under the Shareholder 

Agreement. 

(iii) Any Member may Transfer its Membership Interests (or any 

option to acquire such Member Interests) to any Controlled Affiliate of such Member without 

complying with any other provisions of this Article XIII. 

(iv) Prior to the first anniversary of the Government Loan 

Termination Date, Fiat may Transfer its Membership Interests if (x) the Transfer complies with 

Section 13.3 and (y) Fiat obtains the prior written consent of the US Treasury or Export 

Development Canada (without regard to whether there has occurred a Fiat Termination). 
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(v) On or after the first anniversary of the Government Loan 

Termination Date, Fiat may Transfer its Membership Interests to any Person if the Transfer 

complies with Section 13.3. 

(vi) A Non-Fiat Member may Transfer its Membership Interests 

from and after the second anniversary of the Effective Date if the Transfer is in accordance with 

Section 13.2. 

(vii) If at any time after a Transfer of Membership Interests from a 

Member to its Controlled Affiliate such Controlled Affiliate ceases to qualify as a Controlled 

Affiliate (an “Unwinding Event”), then (A) such Controlled Affiliate and such original 

transferring Member shall promptly notify the Company of the pending occurrence of such 

Unwinding Event; and (B) prior to such Unwinding Event, such Controlled Affiliate and such 

Member shall take all actions necessary to effect a Transfer of all the Membership Interests of the 

Company held by such Controlled Affiliate either back to such Member or, to the extent 

permitted by this Agreement, to another Person that qualifies as a Controlled Affiliate of such 

Member. 

 (viii) The VEBA or its wholly owned subsidiaries (including VEBA 

Holdco) may Transfer its Membership Interest to (i) Fiat or any of its transferees pursuant to the 

Call Option Agreement or (ii) to US Treasury or any of its transferees pursuant to the Equity 

Recapture Agreement without complying with any other provisions of this Article XIII. 

(c) Notwithstanding any other provision of this ARTICLE XIII (except as 

expressly permitted by Selection 13.1(b)(iii) and (viii), no Transfer of Membership Interests may 

be made unless, in the opinion of counsel (who may be counsel for the Company), reasonably 

satisfactory in form and substance to the Board of Directors and counsel for the Company (which 

opinion requirement may be waived, in whole or in part, at the discretion of the Board of 

Directors), such Transfer would not 

(i) violate any federal securities Laws or any state securities or 

“blue sky” Laws (including any investor suitability standards) applicable to the Company or the 

Membership Interests to be Transferred, 

(ii) cause the Company to be required to register as an “investment 

company” under the 1940 Act, or 

(iii) have a material and adverse effect on the Company as a result of 

any requirement of Law that becomes or that may become applicable in connection with or as a 

result of such Transfer. 

(d) Notwithstanding any other provision of this ARTICLE XIII (except as 

expressly permitted by Selection 13.1(b)(iii) and (viii)), each Non-Fiat Member agrees that it will 

not Transfer any Membership Interests (or portion thereof) if Fiat reasonably determines that such 

Transfer would cause the Fiat Group to (i) have a Controlling Interest in the Company or any of 

its Subsidiaries or (ii) otherwise be treated as a “single employer” with the Company or any of its 

Subsidiaries under Section 414 of the Code or Section 4001 of the Employee Retirement Income 

Security Act of 1974, as amended (“ERISA”) (with respect to both (i) and (ii), disregarding the 

provisions of Section 13.1(d)(ii)). 
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(i) The Company and its Subsidiaries agree to not take any action, 

including but not limited to any Transfer, which could cause the Fiat Group or the VEBA to (A) 

have a Controlling Interest in the Company or any of its Subsidiaries or (B) otherwise be treated 

as a “single employer” with the Company or any of its Subsidiaries under Section 414 of the 

Code or Section 4001 of ERISA. 

(ii) Notwithstanding any provision of this Agreement (or any other 

agreement or arrangement) to the contrary, in the event that the Fiat Group acquires a Controlling 

Interest in the Company or any of its Subsidiaries or otherwise is treated as a “single employer” 

with the Company or any of its Subsidiaries under Section 414 of the Code or Section 4001 of 

ERISA (the maximum amount of Membership Interests which can be held by the Fiat Group 

without constituting such a Controlling Interest or being treated as such a “single employer” is 

referred to as the “Ownership Limit”), then: 

(A) to the extent the reason the Fiat Group exceeded the 

Ownership Limit was as a result of its ownership of Membership 

Interests or other economic rights, then: 

(1) the number of Class A Membership Interests 

subject to the Call Option pursuant to the Call Option Agreement 

between Fiat and UAW and the US Treasury shall automatically 

be reduced (but not below zero), as provided in Section 2.2(e) of 

the Call Option Agreement, by the minimum amount necessary 

for the Membership Interests held by the Fiat Group to be below 

the Ownership Limit, with no action required by the Fiat Group, 

the Company or any other party; provided that this subparagraph (1) shall only apply if such reduction would decrease 

the Fiat Group’s Controlling Interest in the Company or any of 

its Subsidiaries; 

(2) if the action taken pursuant to sub-paragraph (1) 

does not result in a reduction of the Membership Interests held 

by the Fiat Group to an amount below the Ownership Limit, then 

the number of Class A Membership Interests subject to the 

Incremental Equity Call Option shall automatically be reduced 

(but not below zero) by the minimum amount necessary for the 

Membership Interests held by the Fiat Group (after taking into 

account any action taken pursuant to sub-paragraph (1)) to be 

below the Ownership Limit, with no action required by the Fiat 

Group, the Company or any other party; provided that this subparagraph (2) shall only apply if such reduction would decrease 

the Fiat Group’s Controlling Interest in the Company or any of 

its Subsidiaries; 

(3) if the actions taken pursuant to sub-paragraphs 

(1) and (2) do not result in a reduction of the Membership 

Interests held by the Fiat Group to an amount below the 

Ownership Limit, then the number of Class B Membership 

Interests issuable upon the occurrence of any Class B Event (or, 
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PALOALTO:54383.25 

in the event that one or more Class B Events is not satisfied prior 

to the expiration of the Event Occurrence Period, the number of 

Class A Membership Interests subject to the Alternative Call 

Option) shall automatically be reduced on a pro rata basis (but 

not below zero) by the minimum amount necessary for the 

Membership Interests held by the Fiat Group (after taking into 

account any action taken pursuant to sub-paragraphs (1) and (2)) 

to be below the Ownership Limit, with no action required by the 

Fiat Group, the Company or any other party; provided that this 

sub-paragraph (3) shall only apply if such reduction would 

decrease the Fiat Group’s Controlling Interest in the Company or 

any of its Subsidiaries; and 

(4) if the actions taken pursuant to sub-paragraphs 

(1), (2) and (3) do not result in a reduction of Membership 

Interests held by the Fiat Group to an amount below the 

Ownership Limit, then any Membership Interests held by the 

Fiat Group in excess of the Ownership Limit after taking into 

account any action taken pursuant to sub-paragraphs (1), (2) and 

(3) (the “Excess Membership Interests”) shall be deemed to have 

been automatically transferred, with no action required by the 

Fiat Group, the Company or any other party, to a trust 

established for the purpose of holding the Excess Membership 

Interests (the “Trust”). From and after the Effective Date, the 

Company shall have established the Trust, which will be 

administered by an independent trustee, will be irrevocable, will 

be for the exclusive benefit of the beneficiary or beneficiaries 

selected at the time of establishment of the Trust and will be on 

such other terms which are satisfactory to Fiat in its sole 

discretion. Excess Membership Interests held in the Trust shall 

be entitled to the benefits to which any Member may be entitled 

as provided in this Agreement, shall retain full voting rights and 

shall otherwise be treated as Outstanding Membership Interests 

for all purposes; and 

(B) to the extent the reason the Fiat Group exceeded the 

Ownership Limit was on account of its voting power, then: 

(1) the right of any Independent Director(s) 

designated by Fiat to exercise any voting rights associated with 

the Membership Interests held by the VEBA Holdco shall be 

waived and the other Independent Directors shall proportionately 

vote the Membership Interests held by the VEBA Holdco; 

provided that this sub-paragraph (1) shall only apply if such 

action would decrease the Fiat Group’s Controlling Interest in 

the Company or any of its Subsidiaries; 

(2) if the action taken pursuant to sub-paragraph (1) 

does not result in a reduction of the voting power held by the 
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Fiat Group to an amount below the Ownership Limit, then any 

Membership Interests held by the Fiat Group in excess of the 

Ownership Limit after taking into account any action taken 

pursuant to sub-paragraph (1) (the “Excess Voting Interests”) 

shall be deemed to have been automatically placed, with no 

action required by the Fiat Group, the Company or any other 

party, in a voting trust (the “Voting Trust”); provided that this 

sub-paragraph (2) shall only apply if such action would decrease 

the Fiat Group’s Controlling Interest in the Company or any of 

its Subsidiaries. From and after the Effective Date, the Company 

shall have established the Voting Trust, which will be 

irrevocable and will be administered by an independent trustee 

(the “Voting Trust Trustee”) appointed by Fiat. Such Voting 

Trust Trustee shall hold all voting rights associated with such 

Membership Interests of the Company held in the Voting Trust 

and shall vote such Membership Interests proportionally in 

accordance with the votes of the other Members. Fiat shall be 

the exclusive beneficiary of the Voting Trust, and shall retain all 

economic rights of any Membership Interests placed in the 

Voting Trust. The number of Membership Interests held in the 

Voting Trust shall be automatically increased or decreased, with 

no action required by the Fiat Group, the Company or any other 

party, to reflect changes in the amount of the Excess Voting 

Interests and Fiat shall automatically accede to voting rights 

associated with Membership Interests previously held in the 

Voting Trust; and 

(3) if the actions taken pursuant to sub-paragraphs 

(A) and (B) do not result in a reduction of the voting power held 

by the Fiat Group to an amount below the Ownership Limit, then 

any Excess Voting Interests held by the Fiat Group after taking 

into account any action taken pursuant to sub-paragraphs (1) and 

(2) shall be deemed to have been automatically transferred, with 

no action required by the Fiat Group, the Company or any other 

party, to the Trust pursuant to Section 13.1(d)(ii)(A)(4). 

(e) Each Non-Fiat Member agrees that the provisions of Section 13.1(d)(ii)

do not apply as a result of the Transactions contemplated by the Transaction Documents. 

(f) Notwithstanding any other provision of this ARTICLE XIII, each 

Member proposing to Surrender any Membership Interests shall deliver to Fiat a written notice of 

such proposed Surrender no later than 10 days prior to the consummation of such Surrender. The 

written notice must contain (i) the total number and class (if applicable) of the Membership 

Interests subject to the proposed Surrender, and (ii) the date such Surrender is expected to be 

consummated. Following the delivery of the written notice, the Member must promptly furnish 

Fiat with any other information related to the Surrender that Fiat reasonably requests. 

(g) Notwithstanding any other provision of this ARTICLE XIII (except as 

expressly permitted by Sections 13.1(b)(iii) and (viii)), no Member may Transfer Membership 
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Interests if such Member has breached this Agreement or the Shareholder Agreement and such 

breach is continuing. 

(h) Notwithstanding any other provisions of this ARTICLE XIII (except as 

expressly permitted by Sections 13.1(b)(iii) and (viii), no Transfer of any Membership Interest 

may be made unless the Tax Matters Member receives (which requirement may be waived by the 

Tax Matters Member in its reasonable discretion), not less than ten (10) Business Days prior to 

the date of any proposed Transfer, a written opinion of reputable counsel, satisfactory in form and 

substance to the Tax Matters Member, to the effect that such Transfer would not (i) result in the 

termination of the partnership under Section 708(b)(1)(B) of the Code (provided that this shall not 

apply to a Transfer of Membership Interests by VEBA to VEBA Holdco within 60 days of the 

Effective Date or pursuant to the Equity Recapture Agreement), or (ii) render the Company a 

publicly traded partnership under Sections 7704 or 469 of the Code (taking into account any other 

relevant Transfers) or otherwise cause the Company to lose its status as a partnership for Federal 

income tax purposes. 

(i) Except as permitted by Section 13.1(b)(iii) and (viii), each Non-Fiat 

Member seeking to Transfer any Membership Interests shall first give written notice of such 

proposed Transfer to Fiat no later than 10 Business Days prior to the consummation of such 

Transfer. The written notice shall set forth (A) the number and type of Membership Interests of 

the Company subject to the proposed Transfer, (B) the date such Transfer is expected to be 

consummated and (C) the identity of the proposed transferee. In addition, such Non-Fiat 

Members shall promptly furnish Fiat with any other information related to the proposed Transfer 

and transferee that Fiat may reasonably request. Fiat shall make any determination required of it 

under clause (b)(i) or (d) of this Section 13.1 no later than the second Business Day prior to the 

proposed Transfer date. 

(j) No Person, including the Trust established pursuant to Section 

13.1(d)(ii)(A)(4) or the Voting Trust established pursuant to Section 13.1(d)(ii)(B)(3) or the 

trustees or beneficiaries of such trusts, shall have the right to receive the Excess Membership 

Interests or the Excess Voting Interests, as applicable, unless the provisions of Section 13.1(d)(ii) 

are in effect and nothing shall prevent the amendment of Section 13.1(d)(ii) in accordance with 

Section 5.8. 

Section 13.2 Right of First Offer. 

(a) Selling Members. From and after the Effective Date, as contemplated by 

Section 13.1(b)(vi), each Non-Fiat Member other than US Treasury and Canada seeking to 

Transfer any Membership Interests pursuant to Section 13.1(b)(vi) (a “Selling Member”) must 

comply with this Section 13.2 and, if applicable, Section 13.3, prior to entering into a binding 

agreement with respect to such Transfer. 

(b) Sale Notice. Prior to and in order to effect any such Transfer, each 

Selling Member shall first give written notice (a “First Sale Notice”) to Fiat, each Non-Fiat 

Member and the Company stating such Selling Member’s intention to effect such a Transfer, the 

number and type of Membership Interests of the Company subject to such Transfer (the “Offered

Securities”), the price and terms which such Selling Member proposes to be paid for the Offered 

Securities (the “First Offer Price”) and the other material terms upon which such Transfer is 

proposed. The First Sale Notice may require the consummation of any sale of the Offered 
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Securities to occur no earlier than 90 days and no later than 180 days after the receipt of the First 

Sale Notice, subject only to any delays necessary to obtain any applicable Governmental 

Approval, provided that commercially reasonable efforts are used to secure such Governmental 

Approval. 

(c) First Offer. Upon receipt of the First Sale Notice, Fiat will have an 

irrevocable non-transferable first option to purchase all or a portion of the Offered Securities at 

the First Offer Price and otherwise on the terms and conditions described in the First Sale Notice 

(the “Fiat First Option”). Fiat may, within 30 days of receipt of the First Sale Notice (the “Fiat 

First Offer Period”), offer to purchase all or a portion of the Offered Securities by sending an 

irrevocable written notice of any such acceptance to the Selling Member indicating the number 

and type of Offered Securities to be purchased (the “Acceptance Notice”), and Fiat shall then be 

obligated to purchase the number of Offered Securities set forth in such Acceptance Notice on the 

terms and conditions set forth in the First Sale Notice, subject to compliance with Section 13.2(h)

of this Agreement. 

(d) Second Offer. Upon the earlier to occur of, (i) expiration of the Fiat First 

Offer Period, if Fiat has failed to exercise such Fiat First Option or has exercised such Fiat First 

Option only in part, or (ii) 40 days following the expiration of the Fiat First Offer Period, if Fiat 

and the Selling Member have failed to enter into a definitive agreement providing for sale of all 

of the Offered Securities, the Selling Member shall give a second written notice (the “Second 

Sale Notice”) to each Non-Fiat Member and the Company stating the number and type of 

Membership Interests remaining to be sold after any exercise by Fiat of the Fiat First Option (the 

“Remaining Offered Securities”); provided, that the Remaining Offered Securities are offered at 

the Fiat First Offer Price and on the same terms and conditions as those in the First Sale Notice. 

Upon receipt of the Second Sale Notice, each Non-Fiat Member (collectively, the “Secondary 

Recipients”), shall have an irrevocable non-transferable option to acquire the Remaining Offered 

Securities as specified in the Second Sale Notice, and each of the Secondary Recipients may, 

within 30 days of receipt of the Second Sale Notice (the “Second Offer Period”), offer to 

purchase all or a portion of the Remaining Offered Securities by sending an Acceptance Notice, 

and such Secondary Recipient (an “Accepting Secondary Recipient”, and, together with Fiat, if 

Fiat has exercised its Fiat First Option in whole or in part, the “Accepting Recipients”) shall then 

be obligated to purchase the number of Remaining Offered Securities set forth in such 

Acceptance Notice on the terms and conditions set forth in the Second Sale Notice, subject to 

compliance with Section 13.2(h). 

(e) Sales to Secondary Recipients. If the Accepting Secondary Recipients, 

in the aggregate, elect to purchase all or a portion of the Remaining Offered Securities prior to the 

expiration of the Second Offer Period, then the Selling Member shall sell the number of 

Remaining Offered Securities to each Accepting Secondary Recipient as was set forth in such 

Accepting Secondary Recipient’s Acceptance Notice. If the Accepting Secondary Recipients, in 

the aggregate, elect to purchase a number of Membership Interests greater than the total number 

of Remaining Offered Securities, each Accepting Secondary Recipient shall purchase the number 

of Remaining Offered Securities equal to the product obtained by multiplying (i) the number of 

Remaining Offered Securities set forth in such Accepting Secondary Recipient’s Acceptance 

Notice, by (ii) a fraction (A) the numerator of which shall be the number of Remaining Offered 

Securities set forth in the Second Sale Notice and (B) the denominator of which shall be the 

aggregate number of Remaining Offered Securities set forth in all Accepting Secondary 

Recipients’ Acceptance Notices. 
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(f) Sales to Third Parties. Upon the earlier to occur of, (x) the expiration of 

the Second Offer Period, if there are no Accepting Recipients, and (y) 60 days following the 

expiration of the Second Offer Period, if the Accepting Recipients have failed to enter into 

definitive agreements with respect to the sale of all of the Offered Securities, then, commencing 

on the next Business Day (such date, the “Third Party Sale Start Date”), the Selling Member may, 

within 30 days of the Third Party Sale Start Date, enter into definitive agreements with one or 

more Persons to Transfer any Offered Securities remaining that are not subject to Transfer in a 

definitive agreement for consideration having a value not less than the First Offer Price (the 

“Third Party Agreements”); provided, that (i) any such Transfer must be consummated within 30 

days of the date of the Third Party Agreement, subject only to any delays necessary to obtain any 

applicable Governmental Approval, provided that commercially reasonable efforts are used to 

secure such Governmental Approval, and (ii) such Third Party Agreement must be, in all material 

respects, on terms equal to or less favorable than those contained in the First Sale Notice. 

(g) Expiration of Time Periods for Transfer of Offered Securities. If the 

Transfer of all Offered Securities is not consummated within 180 days of the First Sale Notice 

(unless such failure to consummate is the result of delays necessary to obtain any applicable 

Governmental Approval and commercially reasonable efforts were used to secure such 

Governmental Approval), then the provisions of this Section 13.2 shall once again apply to the 

Transfer of any remaining Offered Securities and such Selling Member shall not Transfer or offer 

to Transfer such remaining Offered Securities without again complying with this Section 13.2. 

(h) Consummation. Upon exercise by either Fiat or the Secondary 

Recipients, as the case may be, of their respective rights of first offer under this Section 13.2, 

either Fiat or the Secondary Recipients, as the case may be, and the applicable Selling Member 

shall be legally obligated to consummate the purchase contemplated thereby, except in the case 

that such consummation would cause Fiat to be in violation of Section 3.6, and the Selling 

Member and each Accepting Recipient shall use their commercially reasonable efforts to secure 

any Governmental Approval required, to comply as soon as reasonably practicable with all 

applicable Laws and to take all such other actions and to execute such additional documents as 

are reasonably necessary or appropriate in connection therewith and to consummate the purchase 

of the Offered Securities as promptly as practicable. At such closing, the applicable Selling 

Member shall Transfer the Offered Securities free and clear of any Liens, and together with all 

rights attached thereto at the date of Transfer, including any Distributions declared but not paid in 

respect thereof and with all requisite transfer taxes, if any, paid, and the Accepting Recipients 

shall deliver payment in full or otherwise for such Offered Securities as provided in the 

applicable Acceptance Notice. If such closing has not occurred primarily as a result of a breach 

by any Accepting Recipient of any agreement pursuant to which such purchase of Offered 

Securities is to be consummated by the date required in the First or Second Sale Notice, the 

Selling Member will be free to sell the Offered Securities without complying with the right of 

first offer under this Section 13.2 with respect to the Person that has so breached and such 

Offered Securities shall no longer be subject to the right of first offer under this Section 13.2 in 

favor of the Person that has so breached. 

Section 13.3 Rights of Co-Sale. 

(a) Co-Sale. Fiat shall have the obligation, and each other Member (for 

purposes of this Section 13.3, the “Co-Sale Members”) who is not then in breach of this 

Agreement or the Shareholder Agreement shall have the right, to include a number of interests of 
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each class of Membership Interests in any proposed Transfer, at the same price per Membership 

Interest and upon the same terms and conditions as to be paid and given to the Fiat, equal to, with 

respect to each class of Membership Interests, the product (rounded up to the nearest whole 

number) obtained by multiplying (i) the number of such class of Membership Interests proposed 

to be sold in the contemplated sale and (i) a fraction, (A) the numerator of which is equal to the 

number of Membership Interests of such class held by such Co-Sale Member and (B) the 

denominator of which is equal to the number of Membership Interests of such class held, in the 

aggregate, by Fiat and the Co-Sale Members. 

(b) Notices; Time Periods. Fiat shall give notice to each of the Co-Sale 

Members of each proposed Transfer giving rise to the rights of the Co-Sale Members set forth in 

Section 13.3(a) at least 30 days prior to the proposed consummation of any such Transfer, setting 

forth the number and type of interests proposed to be so Transferred (the “Transferred Interest”), 

the name and address of the proposed Transferee, the proposed amount and form of consideration 

and the terms and conditions of payment offered by such proposed Transferee, and a 

representation that the proposed Transferee has been informed of the rights of co-sale provided 

for in this Section 13.3 (the “Co-Sale Notice”). The rights of co-sale provided pursuant to this 

Section 13.3 must be exercised by any Co-Sale Member within ten Business Days following 

receipt of the notice required by the preceding sentence, by delivery of a written notice to Fiat 

indicating such Co-Sale Member’s desire to exercise its rights and specifying the number and 

type of interests (up to the maximum number of interests as provided in Section 13.3(a)). If the 

proposed Transferee fails to purchase interests from any Co-Sale Member that has properly 

exercised its rights of co-sale under Section 13.3(a) then Fiat shall not be permitted to make the 

proposed Transfer. If none of the Co-Sale Members gives such notice prior to expiration of the 

10-Business Day period for giving such notice, then Fiat may Transfer the Transferred Interest to 

any Person on terms and conditions that are no more favorable to Fiat than those set forth in the 

Co-Sale Notice at anytime within a period ending on the later to occur of (x) 120 days following 

the expiration of such period for giving notice or (y) if a definitive agreement to Transfer the 

Transferred Interest is entered to by Fiat, within such 120-day period, the date on which all 

applicable approvals and consents of Governmental Entities with respect to such proposed 

Transfer have been obtained and any applicable waiting period under Law have expired or been 

terminated. If any Co-Sale Member either accepts the offer contained in the notice required by 

the first sentence of this Section 13.3(b) or does not exercise its co-sale right within the 10-

Business Day Period, and Fiat has not consummated the proposed Transfer within 180 days from 

the date of the definitive agreement providing the terms and conditions of the sale of Membership 

Interests by Fiat to the proposed Transferee, subject only to any delays necessary to obtain any 

applicable Governmental Approval (provided that commercially reasonable efforts are used to 

secure such Governmental Approval) or if none of the provisions of this Section 13.3 shall again 

apply, then Fiat shall not Transfer or offer to Transfer any such Membership Interests without 

again complying with this Section 13.3.

(c) Closing. If any of the Co-Sale Members exercise their rights under 

Section 13.3(a), the closing of the purchase of the interests with respect to which such rights have 

been exercised shall take place concurrently with the closing of the sale of Fiat’s interests. 

(d) The provisions of this Section 13.3 shall not apply to any proposed 

Transfer by Fiat (i) of 2% or less of the outstanding Membership Interests of the Company in any 

single Transfer or any series of Transfers representing less that 10% of the outstanding 

Membership Interests in the aggregate or (ii) is made in connection with any strategic alliance 
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arrangements (regardless of whether such Transfer is a sale, exchange, or other transaction, unless 

more than 50% (determined on a value basis) of the compensation for such transfer is cash). 

ARTICLE XIV 

OTHER AGREEMENTS 

Section 14.1 Public Offering. 

(a) In addition to the other rights of the Board of Directors or the Members 

to direct the Issuer to consummate a Chrysler IPO, the Joint Majority Holders jointly shall, on and 

after January 1, 2013, have the right, but not the obligation, to require the Issuer to consummate 

the Chrysler IPO. 

(b) In the event that the Board of Directors or the Joint Majority Holders, as 

applicable, approve a Chrysler IPO and sale of securities of the Issuer (including a sale of Equity 

Securities, debt securities, income deposit securities or securities of any other kind or 

combination) pursuant to the Chrysler IPO, then, each Member and Director shall take all 

necessary or desirable actions required or deemed advisable by the Board of Directors or such 

Members, as applicable, in connection with the consummation of such Chrysler IPO, and enter 

into such agreement or agreements as are necessary to preserve the rights and obligations of the 

Members hereunder as in effect immediately prior to the consummation of such Chrysler IPO 

(other than Sections 13.2 and 13.3 and this Article XIV). In connection with the foregoing, with 

respect to the right to designate directors set forth in Article V, following a Chrysler IPO or the 

exercise of registration rights under the Shareholders Agreement, the Members agree that such 

rights will be implemented, to the fullest extent possible, pursuant to a shareholders agreement 

and/or a nominating committee procedure that is customary for publicly-traded corporations, with 

such changes and modifications as (i) may be required by the listing rules of the applicable 

securities exchange and (ii) as are reasonably recommended by the Board of Directors, including 

at least one Fiat Director, in consultation with the lead underwriters, as necessary to achieve a 

successful Chrysler IPO. Notwithstanding anything to the contrary contained herein, in the case 

of a Chrysler IPO that is required pursuant to Section 14.1(a), none of the Directors shall have 

any duty to the Members to independently evaluate or approve any such action but merely to act 

in any necessary or desirable fashion to accommodate the implementation of such offering as 

determined by those persons requiring registration. In furtherance of the foregoing, each Member 

and Director shall take all necessary or desirable actions required or deemed advisable in order 

for the Company to undergo a Company Conversion immediately prior to the Chrysler IPO. In 

connection with a Company Conversion, the Company and all Members (other than Government 

Member) shall work together in good faith to accomplish the conversion in the most taxadvantageous manner reasonably available to the VEBA as owner of equity interests in VEBA 

Holdco, including without limitation effecting such tax-free mergers, contributions to capital and 

other transactions as will enable the VEBA as owner of equity interests in VEBA Holdco to hold, 

or receive in exchange therefor, equity interests in the entity effecting the Chrysler IPO in a taxfree transaction. Following such Company Conversion but prior to the Chrysler IPO, the 

percentage of the total number of issued and outstanding shares of capital stock of the successor 

corporation owned by each Member shall be equal to such Member’s Total Interest prior to the 

Company Conversion. 

(c) The Company agrees to use its reasonable best efforts to prepare for, 

effect and consummate the Chrysler IPO (market conditions permitting) as soon as practicable 
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following the delivery of an election made pursuant to Section 14.1(a), including selecting 

underwriters, preparing and filing with the SEC a registration statement and filings under 

applicable state securities or “blue sky” laws or similar securities laws and determining the terms 

of the Chrysler IPO. Each of the Members presently intends that, if the Chrysler IPO occurs, at 

least 20% of the Company’s common stock shall be sold to the public by the Company pursuant 

to the Chrysler IPO; provided, however, that this percentage may vary depending on market 

conditions and other factors. 

(d) In the event that, the Board of Directors or the Joint Majority Holders, as 

applicable, so determine, each Member who pursuant to the terms of this Agreement has any right 

to vote upon or consent to such transaction shall be deemed to have consented to and, if required 

under this Agreement or Law, shall vote in favor of a recapitalization, reorganization, conversion, 

contribution and/or exchange of such Member’s Membership Interests into securities that the 

Board of Directors or the Joint Majority Holders, as applicable, find acceptable and shall take all 

necessary or desirable actions required or deemed advisable by the Board of Directors or the Joint 

Majority Holders, as applicable, in connection with the consummation of such recapitalization, 

reorganization, conversion, contribution and/or exchange; provided that, if in any such 

recapitalization, reorganization, conversion, contribution and/or exchange, the Issuer provides for 

each holder of Membership Interests to receive cash, securities of the Issuer or other 

consideration in exchange for or in satisfaction of such holder’s Membership Interests, then (i) all 

holders of the same class or type of interests in the Company shall receive the same form and 

proportionate share of consideration as all other holders of such class or type of interests, and (ii) 

any consideration payable or otherwise deliverable to the Members in such recapitalization, 

reorganization, conversion, contribution and/or exchange shall be valued by the Board of 

Directors, the Joint Majority Holders and/or the Independent Directors, as applicable, in its or 

their, as applicable, reasonable discretion (which determination shall be binding, as a matter of 

contract, on each Member pursuant to this Agreement) and shall be distributed among the 

Members according to the respective class of Membership Interests of the Members in the 

Company as in effect immediately prior to the consummation of such recapitalization, 

reorganization, conversion, contribution and/or exchange as if such consideration were received 

by the Company and an amount equal to the value thereof were distributed to the Members in 

accordance with the terms of Section 4.4. 

Section 14.2 Preemptive Rights.

(a) So long as any Member collectively with any of its Affiliates (such 

Member, a “Ten Percent Member”) has a Total Interest equal to or exceeding ten percent of the 

outstanding Membership Interests of the Company (the “Threshold”), prior to a Chrysler IPO, the 

Company shall not issue any Membership Interests unless, prior to such issuance, the Company 

offers such Membership Interests to each such Ten Percent Member at the same price per interest 

and upon the same terms and conditions (including, in the event such Membership Interests of the 

Company are issued as a unit together with other interests, the purchase of such other interests). 

(b) So long as any Ten Percent Member has a Total Interest equal to or 

exceeding the Threshold, prior to a Chrysler IPO, the Company shall not consummate any capital 

contribution transaction unless, prior to the consummation of such capital contribution, the 

Company offers to each such Ten Percent Member the right to consummate such a capital 

contribution on the same terms and conditions. No Ten Percent Member shall have any 

obligation hereunder to make any such capital contribution. 
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(c) The preemptive rights granted in this Section 14.2 shall terminate upon 

the earlier to occur of (i) the consummation of a Chrysler IPO and (ii) a Liquidation Proceeding. 

Section 14.3 Exercise of Preemptive Rights. 

(a) Not less than 20 Business Days prior to the closing of such offering or 

capital contribution as described in Section 14.2 (the “Preemptive Rights Period”), the Company 

shall send a written notice to each Ten Percent Member stating (i) in the case of an equity 

offering under Section 14.2(a), the number of Membership Interests to be offered (the 

“Preemptive Rights Interests”), the closing date and the price and terms on which it proposes to 

offer such Membership Interests, or (ii) in the case of a capital contribution under Section 14.2(b), 

the closing date and material terms and conditions of the capital contribution transaction. 

(b) Within 10 Business Days after the receipt of the notice pursuant to 

Section 14.3(a), each Ten Percent Member may elect, by written notice to the Company, (i) in the 

case of an equity offering under Section 14.2(a), to purchase Membership Interests of the 

Company, at the price and on the terms specified in such notice, up to an amount equal to, with 

respect to each class of Membership Interests to be issued, the product obtained by multiplying 

(x) the total number of Membership Interests of such class to be issued by (y) a fraction, (A) the 

numerator of which is the number of Membership Interests of such class held by such Ten 

Percent Member and (B) the denominator of which is the number of total outstanding 

Membership Interests of such class; or (ii) in the case of a capital contribution under Section 

14.2(b), to make all or a portion of the total capital contribution to be made, on the same terms 

and conditions as specified in such notice. 

(c) The closing of any such purchase of Membership Interests or capital 

contribution by such Ten Percent Member pursuant to this Section 14.3 shall occur concurrently 

with the closing of the proposed issuance or contribution, as applicable, subject to adjustment to 

obtain any necessary Governmental Approval. 

(d) Upon the expiration of the Preemptive Rights Period, the Company shall 

be entitled to sell such Preemptive Rights Interest that the Ten Percent Members have not elected 

to purchase for a period ending 120 days following the expiration of the Preemptive Rights 

Period on terms and conditions not materially more favorable to the purchasers thereof than those 

offered to the Ten Percent Members. Any Preemptive Rights Interests to be sold by the Company 

following the expiration of such period must be reoffered to the Ten Percent Members pursuant to 

the terms of this Section 14.3 or if any such agreement to Transfer is terminated. 

(e) The provisions of this Section 14.3 shall not apply to the following 

issuances of Membership Interests: 

(i) incentive Membership Interests issued to or for the benefit of 

employees, officers, directors and other service providers of or to the Company or any Company 

Subsidiary in accordance with the terms hereof or any applicable incentive plan of the Company; 

(ii) securities issued upon conversion of convertible or exchangeable 

securities of the Company or any of its Subsidiaries that are outstanding on the Effective Date or 

were not issued in violation of this Section 14.3; and 
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(iii) a subdivision of Membership Interests (including any 

Membership Interests distribution or Membership Interest split), any combination of Membership 

Interests (including any reverse Membership Interest split), interests issued as a dividend or other 

distribution on the membership interests or any recapitalization, reorganization, reclassification or 

conversion of the Company or any of its Subsidiaries. 

Section 14.4 Drag Along Rights. 

(a) Subject to Section 14.4(e), at any time prior to a Chrysler IPO, except as 

may be limited by Law, if holders of at least 75% of the Outstanding Membership Interests, 

including Fiat (the “Electing Members”), determine to Transfer, in a single transaction or series 

of related transactions, to a third party or parties other than a Controlled Affiliate of Fiat (the 

“Drag-Along Buyer”), Membership Interests in an amount equal to a majority of all Outstanding 

Membership Interests of the Company, such holders may require all of the other Members (the 

“Non-Electing Members”) to Transfer their Membership Interests as of such date in such 

transaction (by merger or otherwise), to the Drag-Along Buyer, for the same consideration per 

one percent (1%) fully diluted Membership Interest (determined based on the percentage of the 

relevant Members Total Interest and not the number of units) and on the same terms and 

conditions as the Electing Members, subject to the provisions of this Section 14.4 (the 

“Compelled Sale”); provided, however, that no Non-Electing Member may be required to sell a 

greater percentage of the outstanding Membership Interests held by him, her or it than the 

percentage of such outstanding Membership Interests being Transferred by the Electing 

Members. 

(b) The Company, if instructed in writing by any Electing Member, shall 

send written notice (the “Compelled Sale Notice”) of the exercise of the rights pursuant to this 

Section 14.4 to each of the Non-Electing Members setting forth the consideration per one percent 

(1%) fully diluted Membership Interest (determined based on the percentage of the relevant 

Members Total Interest and not the number of units) be paid pursuant to the Compelled Sale and 

the other terms and conditions of the transaction. Each Non-Electing Member, upon receipt of 

the Compelled Sale Notice, will be obligated to (i) vote its Membership Interests of the Company 

in favor of such Compelled Sale at any meeting of Members of the Company called to vote on or 

approve such Compelled Sale (or any written consent solicited for such purpose), (ii) sell all of its 

Membership Interests of the Company, and participate in the Compelled Sale and (iii) otherwise 

take all necessary action, including, without limitation, expressly waiving any dissenter’s rights 

or rights of appraisal or similar rights, providing access to documents and records of the 

Company, entering into an agreement reflecting the terms of the Compelled Sale (although 

Non-Electing Members shall not be required to provide representations, warranties and 

indemnities other than concerning each such Member’s valid ownership of its Membership 

Interests of the Company free of all Liens, and each such Member’s authority, power and right to 

enter into and consummate the Compelled Sale without violating any other agreement), 

surrendering certificates, cooperating in obtaining any applicable Governmental Approval and 

otherwise to cause the Company to consummate such Compelled Sale. Any such Compelled Sale 

Notice may be rescinded by the Electing Members by delivering written notice thereof to the 

Company and all of the Non-Electing Members. 

(c) The obligations of the Non-Electing Members pursuant to this 

Section 14.4 are subject to the satisfaction of the following conditions: 
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(i) In the event that the Non-Electing Members are required to 

provide any representations, warranties or indemnities in connection with the Compelled Sale 

(other than representations, warranties and indemnities concerning each such Member’s valid 

ownership of its Membership Interests of the Company free of all Liens, and each such Member’s 

authority, power and right to enter into and consummate the Compelled Sale without violating 

any other agreement), then, each such Member (A) will not be liable for more than the lesser of 

(x) its pro rata share of such indemnification payments (based upon the total consideration 

received by such Member divided by the total consideration received by all sellers in such 

Compelled Sale) and (y) the total proceeds actually received by such Member as consideration for 

its Membership Interests in such Compelled Sale, and (B) such liability shall be several and not 

joint with any other Person. 

(ii) In the event that the Electing Members are required to provide 

representations, warranties or indemnities in connection with the Compelled Sale (other than 

representations, warranties or indemnities concerning valid ownership of its Membership 

Interests of the Company free of all Liens, and authority, power and right to enter into and 

consummate the Compelled Sale without violating any other agreement) and the Electing 

Members are required to indemnify the party or parties transacting with the Company in the 

Compelled Sale, then, to the extent such indemnification is not attributable to gross negligence or 

bad faith with respect to representations, warranties or indemnities, each Non-Electing Member 

shall contribute to the extent of the lesser of (x) its pro rata share of such indemnification 

payments (based upon the total consideration received by such Member divided by the total 

consideration received by all sellers in such Compelled Sale) and (y) the total proceeds actually 

received by such Member as consideration for its Membership Interests of the Company in such 

Compelled Sale. In any such event, such liability shall be several and not joint with any other 

Person. Each Non-Electing Member shall have full access to any and all evidences or documents 

related to any such indemnification. 

(iii) If any Member is given an option as to the form and amount of 

consideration to be received, each other Member shall be given the same option. 

(d) Each Member shall be obligated to pay his, her or its pro rata share of the 

expenses incurred in connection with a consummated Compelled Sale to the extent such costs are 

incurred for the benefit of all Members and are not otherwise paid by the Company or the 

acquiring party (costs incurred by or on behalf of an Member for his, her or its sole benefit will 

not be considered costs of the transaction hereunder). 

(e) If any Member fails to Transfer to the Drag Along Buyer its Membership 

Interests to be sold pursuant to this Section 14.4, each Member agrees that the Board of Directors 

shall cause such Membership Interests to be Transferred to the Drag Along Buyer on the 

Company’s books in consideration of the purchase price, and such Drag Along Member’s pro rata 

portion of the purchase price may be held in escrow, without interest, until such time as he, she or 

it takes such actions as the Board of Directors may request in connection with the transaction. 

Section 14.5 Dispute Rights; Alliance Agreement. 

(a) The Independent Directors (excluding the Fiat Independent Directors) 

shall designate a natural Person (which Person shall not be a former full-time employee of an 

original motor vehicle manufacturer whose principal headquarters are located in the United States 
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(including Chrysler Group LLC, General Motors Corporation, Ford Motor Company and their 

predecessors, successors and Affiliates) without the prior written consent of Fiat, which consent 

shall not unreasonably be withheld) with sufficient technical expertise to resolve disputes arising 

with respect to the Enumerated Matters (as defined below) as the Company’s business dispute 

resolution designee (the “Business Dispute Designee”) promptly upon the execution of this 

Agreement by the Company. The Independent Directors (excluding the Fiat Independent 

Directors) may replace the Business Dispute Designee at any time except while the Business 

Dispute Designee is resolving a dispute brought before the Resolution Committee. The 

Independent Directors (excluding the Fiat Independent Directors) or the Business Dispute 

Designee shall appoint the initial members and any replacement of the members of the Alliance 

Cooperation Board appointed by the Company, and the designation of the initial member and any 

replacement of the member to the Resolution Committee appointed by the Company. 

(b) If any dispute with respect to the Enumerated Matters arises under any 

Alliance Agreement the parties thereto are unable to resolve such dispute on a timely basis, then 

the parties shall submit the items remaining in dispute for resolution to the chief executive officer 

of Fiat and the Business Dispute Designee (together, the “Resolution Committee”). The parties 

shall instruct the Resolution Committee to resolve any such dispute within 30 days after such 

submission (the “Resolution Period”). If the Resolution Committee is unable to resolve the 

dispute within the Resolution Period, then such dispute shall finally decided in accordance with 

the arbitration rules (the “Rules”) of the London Court of International Arbitration (“LCIA”) by 

three arbitrators appointed in accordance with such Rules. Arbitral proceedings shall take place 

in London, England before the LCIA and shall be conducted in the English language. The 

decision of the arbitrator shall be final and binding upon the parties and will not be subject to any 

appeal of any kind to resolve the dispute. The parties waive any right to appeal and/or seek any 

remedy before any court that would have competence on the matters in dispute in the absence of 

this section; provided, however, notwithstanding the foregoing, the parties may seek the 

intervention of the competent courts in order to enforce the arbitrator’s decision. 

(c) For purposes of this Section, “Enumerated Matters” means (i) any 

dispute arising under related party transactions and projects with Fiat Parent or its Subsidiaries 

involving expenditures of more than $100,000,000 in a single transaction or project, or a series of 

related transactions and projects, (ii) disputes involving each specific vehicle, platform and 

powertrain program contemplated by the initial Business Plan, prior to the “designation of 

authority to spend” with respect to such program (as defined in the Company’s development 

system) and (iii) any disputes involving whether and to what extent an Alliance Agreement 

should be amended. 

(d) Notwithstanding anything to the contrary herein, this Section 14.5 shall 

terminate and be of no further force or effect immediately following the time at which the Fiat 

Group owns a Total Interest exceeding fifty percent (50%). 

Section 14.6 VEBA Holdco Interests. 

(a) In the event that VEBA Holdco must sell Membership Interests pursuant 

to Section 14.4, VEBA Holdco may elect instead to have VEBA sell outstanding limited liability 

company interests or shares of stock, as applicable, in VEBA Holdco (the “Transferring VEBA 

Holdco Interests”) representing an indirect interest in the Membership Interests that otherwise 

would be sold; provided that the Transferring VEBA Holdco Interests shall consist at all times of 
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at least 100 percent of the issued and outstanding interests in the applicable constituent VEBA 

Holdco with the exception of one constituent VEBA Holdco, in which the to be delivered 

Transferring VEBA Holdco Interests may represent less than 100 percent but more than 80 

percent of the issued and outstanding interests in such VEBA Holdco (such constituent VEBA 

Holdco, the “Minority Owned VEBA Holdco”). In the event that VEBA cannot sell a sufficient 

amount of Transferring VEBA Holdco Interests in the manner described in the foregoing 

sentences, the remaining amount of Membership Interests to be sold pursuant to Section 14.4

shall be delivered in the form of Membership Interests. 

(b) VEBA and VEBA Holdco represent and covenant that, upon the sale of 

any Transferring VEBA Holdco Interests pursuant to the foregoing, (i) Transferring VEBA 

Holdco Interests have been duly authorized and validly issued and are non-assessable and fully 

paid-up and (iv) each constituent VEBA Holdco satisfies all of the conditions set forth in the 

definition of “VEBA Holdco.” If VEBA Holdco elects to sell any Transferring VEBA Holdco 

Interests pursuant to Section 14.6(a), then the provisions of Section 14.4 or other applicable 

Sections of this Agreement shall apply mutatis mutandis to the Transferring VEBA Holdco 

Interests (provided that any representation, warranty or indemnity made by the Members in 

connection with the applicable sale of Membership Interests shall be made by VEBA and VEBA 

Holdco with respect to both the relevant Membership Interests and the Transferring VEBA 

Holdco Interests). 

(c) In the event this Section 14.6 applies, the proceeds to be received by 

VEBA or its wholly owned subsidiaries (including VEBA Holdco) in such sale shall be adjusted 

to take into account any net reduction in price paid by the Drag-Along Buyer reasonably 

attributable to any foregone step-up in the adjusted basis of the Company's assets that the DragAlong Buyer would have been entitled to obtain for Tax purposes if it had acquired the 

Membership Interests directly, after taking into account any value (positive and negative) 

attributable to Tax attributes of the disposed VEBA Holdco existing at the time of the transfer. In 

addition, VEBA shall make any representations and warranties regarding the disposed VEBA 

Holdco as may be reasonably requested by the Drag-Along Buyer and will indemnify and hold 

harmless the Drag-Along Buyer from any loss or expense resulting from any liabilities of the 

disposed VEBA Holdco. The Board of Directors (excluding the VEBA Director) and VEBA will 

negotiate with each other in reasonable good-faith to determine the amount of any such 

adjustment, and in the event that the Board of Directors (excluding the VEBA Director) and 

VEBA cannot come to an agreed-upon resolution, the adjustment shall be determined by 

arbitration administered by the American Arbitration Association in accordance with its 

International Arbitration Rules. The number of arbitrators shall be three, one of whom shall be 

appointed by each of the Board of Directors (excluding the VEBA Director) and VEBA and the 

third of whom shall be selected by mutual agreement, if possible, within 30 days of the selection 

of the second arbitrator and thereafter by the administering authority and the place of arbitration 

shall be New York, N.Y. The language of the arbitration shall be English. Each party shall 

submit to the arbitrators and exchange with each other in advance of the hearing their last, best 

offers. The arbitrators shall be limited to awarding only one or the other of the two figures 

submitted. 

(d) The Drag-Along Buyer shall have the right, in its sole discretion and 

without the consent of any other person, to cause the liquidation and dissolution of any Minority 

Owned VEBA Holdco at any time following delivery of Transferring VEBA Holdco Interests in 
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such constituent VEBA Holdco to the Drag-Along Buyer pursuant to Section 14.4. VEBA shall 

receive its pro rata amount of any net liquidation proceeds. 

ARTICLE XV 

MISCELLANEOUS PROVISIONS 

Section 15.1 Separability of Provision. Each provision of this Agreement 

shall be considered separable, 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 that are valid, enforceable and legal. 

Section 15.2 Notices. All notices, demands, financial reports, other reports 

and other communications to be given or delivered under or by reason of the provisions of this 

Agreement shall be in writing and shall be deemed to have been given or made when 

(a) delivered personally to the recipient, (b) sent by facsimile to the recipient (with hard copy sent 

to the recipient by reputable overnight courier service (charges prepaid) that same day) if sent by 

facsimile before 5:00 p.m. New York time on a Business Day, and otherwise on the next Business 

Day, or (c) one Business Day after being sent to the recipient by reputable overnight courier 

service (charges prepaid) to the following addresses: 

if to the Company or the Board of Directors: 

Chrysler Group LLC 

1000 Chrysler Drive 

Auburn Hills, MI 48326 

United States of America 

Attention: General Counsel 

Tel: +1 (248) 512-3984 

Fax: +1 (248) 512-1771 

if to Fiat: 

Fiat S.p.A. 

Via Nizza n. 250 

10125 Torino 

Italy 

Attention: Chief Executive Officer 

with a copy to: 

Sullivan & Cromwell LLP 

125 Broad Street 

New York, NY 10004 

United States of America 

Attention: Scott D. Miller 

Fax: +1 (650) 461-5777 
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if to the US Treasury: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Attention: Chief Counsel Office of Financial Stability 

Fax: (202) 927-9225 

Email: OFSChiefCounselNotices@do.treas.gov 

with a copy to: 

Cadwalader, Wickersham & Taft LLP 

One World Financial Center 

New York, New York 10281 

Attention: John J. Rapisardi 

 R. Ronald Hopkinson 

Fax: (212) 504-6666 

if to Canada: 

7169931 Canada Inc. 

1235 Bay Street, Suite 400 

Toronto, ON M5R 3K4 

Attention: Mr. Michael Carter 

with a copy to: 

Torys LLP 

79 Wellington Street, West, Suite 3000 

Toronto, ON M5K 1N2 

Attention: Patrice S. Walch-Watson 

Fax: (416) 865-7380 

if to the Members (other than Fiat or the US Treasury): 

to the notice address for such recipient set forth on the Schedule of Members

attached hereto, or in the Company’s books and records, or to such other notice 

address or to the attention of such other Person as the recipient party has 

specified by prior written notice to the sending party. 

Section 15.3 Entire Agreement. This Agreement and the other documents 

referred to herein, constitute the entire agreement among the parties and contain all of the 

agreements among the parties with respect to the subject matter hereof as of the date of the 

Agreement and supersede all prior agreements, undertakings and negotiations (in each case, both 

oral and written) between the parties concerning the subject matter herein. Failure by any party 

hereto to enforce any covenant, duty, agreement, term or condition of this Agreement, or to 

exercise any right hereunder, shall not be construed as thereafter waiving such covenant, duty, 

term, condition or right; and in no event shall any course of dealing, custom or usage of trade 

modify, alter or supplement any term of this Agreement. 
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Section 15.4 Governing Law. This Agreement shall be governed by, and 

construed and enforced in accordance with, the Laws of the State of Delaware, without giving 

effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware 

or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other 

than the State of Delaware. 

Section 15.5 Amendments. This Agreement may not be amended, modified, 

waived or supplemented except as provided in Section 5.8. 

Section 15.6 Sole Benefit of Members. Except as expressly provided in 

Section 5.3, Section 5.11, Section 5.14, ARTICLE VI and Section 11.6, the provisions of this 

Agreement (including without limitation Section 4.1) are intended solely to benefit the Members 

and, to the fullest extent permitted by applicable Law, shall not be construed as conferring any 

benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary 

of this Agreement), and no Member shall have any duty or obligation to any creditor of the 

Company to make any contributions or payments to the Company; provided, that Fiat shall be a 

third party beneficiary with respect to each provision of this Agreement that explicitly designates 

rights to Fiat, including but not limited to each provision of this Agreement that relates to the Fiat 

Directors and the Independent Directors. 

Section 15.7 Independent Contractors; Expenses. This Agreement does not 

constitute any party hereto the partner, agent or legal representative of any other party hereto, 

except to the extent that the Company is classified as a partnership for United States federal 

income tax purposes and the Members are treated as “partners” for such tax purposes. Each party 

hereto is independent and responsible for its own expenses (except as otherwise agreed pursuant 

to ARTICLE VI), including attorneys’ and other professional fees incurred in connection with the 

transactions contemplated by this Agreement. 

Section 15.8 Creditors. None of the provisions of this Agreement shall be 

for the benefit of or enforceable by any creditors of the Members, the Company or any of its 

Affiliates (other than Indemnified Persons), and no creditor who makes a loan to any Member, 

the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a 

separate agreement executed by the Company in favor of such creditor) at any time as a result of 

making the loan any direct or indirect interest in Company profits, losses, Distributions, capital or 

property other than as a secured creditor. 

Section 15.9 Further Action. The parties hereto agree to execute and deliver 

all documents, provide all information and take or refrain from taking such actions as may be 

necessary or appropriate to achieve the purposes of this Agreement. 

Section 15.10 Delivery by Facsimile or Email. This Agreement, the 

agreements referred to herein, and each other agreement or instrument entered into in connection 

herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, 

to the extent signed and delivered by means of a facsimile machine or email with scan or 

facsimile attachment, shall be treated in all manner and respects as an original agreement or 

instrument and shall be considered to have the same binding legal effect as if it were the original 

signed version thereof delivered in person. At the request of any party hereto or to any such 

agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof 

and deliver them to all other parties. No party hereto or to any such agreement or instrument 
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PALOALTO:54383.25 

shall raise the use of a facsimile machine or email to deliver a signature or the fact that any 

signature or agreement or instrument was transmitted or communicated through the use of a 

facsimile machine or email as a defense to the formation or enforceability of a contract, and each 

such party forever waives any such defense. 

Section 15.11 Strict Construction. The parties hereto have participated 

collectively in the negotiation and drafting of this Agreement; accordingly, if any ambiguity or 

question of intent or interpretation arises, then it is the intent of the parties hereto that this 

Agreement shall be construed as if drafted collectively by the parties hereto, and it is the intent of 

the parties hereto that no presumption or burden of proof shall arise favoring or disfavoring any 

party hereto by virtue of the authorship of any provisions of this Agreement. 

Section 15.12 Consent to Jurisdiction. Each party hereto hereby irrevocably 

and unconditionally (a) agrees that any suit, action or proceeding, at law or equity, arising out of 

or relating to this Agreement shall only be brought in the Court of Chancery of the State of 

Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the 

applicable Delaware state court), or if under applicable Law exclusive jurisdiction of such suit, 

action or proceeding is vested in the federal courts, then the United States District Court for the 

District of Delaware, (b) expressly submits to the personal jurisdiction and venue of such courts 

for the purposes thereof and (c) waives and agrees not to raise (by way of motion, as a defense or 

otherwise) any and all jurisdictional, venue and convenience objections or defenses that such 

party may have in such suit, action or proceeding. Each party hereto hereby irrevocably and 

unconditionally consents to the service of process of any of the aforementioned courts. Nothing 

herein contained shall be deemed to affect the right of any party hereto to serve process in any 

manner permitted by Law or commence legal proceedings or otherwise proceed against any other 

party hereto in any other jurisdiction to enforce judgments obtained in any suit, action or 

proceeding brought pursuant to this Section 15.12. 

Section 15.13 Waiver of Jury Trial. EACH OF THE PARTIES HERETO 

IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY 

COUNTERCLAIM. 

Section 15.14 Specific Performance. Each of the parties hereto acknowledges 

and agrees that the other parties hereto would be damaged irreparably in the event that any of the 

provisions of this Agreement are not performed in accordance with their specific terms or 

otherwise are breached. Accordingly, each of the parties hereto agrees that the other parties 

hereto shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions 

hereof in any action instituted in any court of the United States or any state thereof having 

jurisdiction over the parties hereto and the matter (subject to the provisions set forth in Section 

15.12 above), in addition to any other remedy to which they may be entitled, at law or in equity. 

Section 15.15 Interpretative Matters. In this Agreement, unless otherwise 

specified or where the context otherwise requires: 

(a) the headings of particular provisions of this Agreement are inserted for 

convenience only and will not be construed as a part of this Agreement or serve as a limitation or 

expansion on the scope of any term or provision of this Agreement; 
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PALOALTO:54383.25 

(b) words importing any gender shall include other genders; 

(c) words importing the singular only shall include the plural and vice versa; 

(d) whenever the words “include,” “includes” or “including” are used in this 

Agreement, they will be deemed to be followed by the words “without limitation”; 

(e) whenever the words “herein” or “hereunder” are used in this Agreement, 

they will be deemed to refer to this Agreement as a whole and not to any specific Section, unless 

otherwise indicated; 

(f) references to “Articles,” “Exhibits,” “Sections” or “Schedules” shall be 

to Articles, Exhibits, Sections or Schedules of or to this Agreement; 

(g) references to any Person include the heirs, executors, administrators, 

legal representatives, successors and permitted assigns of such Person where the context so 

permits; 

(h) the use of the words “or,” “either” and “any” shall not be exclusive; 

(i) wherever a conflict exists between this Agreement and any other 

agreement, this Agreement shall control but solely to the extent of such conflict; 

(j) the terms “dollars” and “$” shall mean dollars of the United States of 

America; and 

(k) references to any agreement, contract, guideline, exhibit or schedule, 

unless otherwise stated, are to such agreement, contract, guideline, exhibit or schedule as 

amended, amended and restated, replaced, substituted, modified or supplemented from time to 

time in accordance with the terms hereof and thereof; and references to any Law or a particular 

provision of any Law, unless otherwise stated, are to such Law and any successor Law or to such 

provision of Law and the corresponding provision in any successor Law, as applicable. 

Section 15.16 US Treasury. Notwithstanding anything in this Agreement to 

the contrary, the US Treasury shall only be bound by this Agreement in its capacity as Member 

and nothing in this Agreement shall be binding on or create any obligation on the part of the US 

Treasury in any other capacity or any branch of the United States Government or subdivision 

thereof. 

Section 15.17 Canada. Notwithstanding anything in this Agreement to the 

contrary, Canada shall only be bound by this Agreement in its capacity as Member and nothing in 

this Agreement shall be binding on or create any obligation on the part of the Canada in any other 

capacity or any branch of the Canadian Government or subdivision thereof. 

[SIGNATURE PAGE FOLLOWS] 
PALOALTO:54383.25 

DEFINITIONS ADDENDUM 

Part I Definitions. 

“Additional Member” means any Person that has been admitted to the Company 

as a Member after the Effective Date pursuant to Section 8.1. 

“Affiliate” means, with respect to any Person, any other Person that, directly or 

indirectly, whether through one or more intermediaries, Controls, is Controlled by or is under 

common Control with such Person. 

“Alliance Agreements” means the (A) Joint Procurement Agreement, (B) 

Management Services Agreement, (C) Master Industrial Agreement, (D) Master Technology and 

Product Sharing Agreement, (E) Information and Communication Technology Cooperation 

Agreement, (F) Global Distribution Agreement and (G) any product sharing and definitive 

agreements thereunder for individual vehicle, powertrain or platform programs contemplated in 

the initial Business Plan. 

“Alliance Cooperation Committee” has the meaning set forth in the Master 

Industrial Agreement. 

“Annual Operating Budget” means the annual operating budget of the Company. 

The Annual Operating Budget for the Fiscal Year ending December 31, 2009 shall be adopted at 

the first meeting of the Board of Directors immediately following the Effective Date. Annual 

Operating Budgets for future Fiscal Years shall be developed by the Officers at least ninety (90) 

days prior to the corresponding Fiscal Year and will be subject to the approval of the Board of 

Directors. 

“Book Profit” and “Book Loss” means, for each Fiscal Year, or other period, an 

amount equal to the Company’s taxable income or loss for such year or period, determined in 

accordance with Section 703(a) of the Code; provided that for this purpose, all items of income, 

gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code 

shall be included in taxable income or loss, with the following adjustments: 

(i) any income of the Company that is exempt from federal income tax and not 

otherwise taken in account in computing Book Profit or Book Loss pursuant to this provision 

shall be added to such taxable income or loss; 

(ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code 

or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i)

of the Treasury Regulations, and not otherwise taken into account in computing Book Profit 

or Book Loss pursuant to this provision, shall be subtracted from such taxable income or loss; 

(iii) gain or loss resulting from any disposition of any asset of the Company with 

respect to which gain or loss is recognized for federal income tax purposes shall be computed 

by reference to the Book Value of the asset disposed of as determined under Treasury 

Regulations Section 1.704-1(b)(2)(iv), notwithstanding that the adjusted tax basis of such 

asset may differ from such Book Value; 

(iv) in lieu of depreciation, amortization and other cost recovery deductions taken 

into account in computing such taxable income or loss, there shall be taken in account 

Depreciation for such Fiscal Year, computed as provided in this Agreement; and 
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(vi) in the event the Book Value of any Company asset is adjusted to reflect the Fair 

Market Value of such asset in accordance with the last sentence of the definition of “Book 

Value,” the amount of such adjustment shall be taken into account as gain or loss from the 

disposition of such asset for purposes of computing Book Profit or Book Loss. 

If the Company’s taxable income or loss for such Fiscal Year, as adjusted in the 

manner provided above, is a positive amount, such amount shall be the Company’s Book Profit 

for such Fiscal Year, and, if a negative amount, such amount shall be the Company’s Book Loss 

for such Fiscal Year. Notwithstanding the other provisions of this definition of Book Profit and 

Book Loss, any gross items specially allocated pursuant to Article IV shall not be taken into 

account in computing Book Profit and Book Loss. 

“Book Value” of an asset means, as of any particular date, the value at which the 

asset is properly reflected on the books and records of the Company as of such date in accordance 

with Section 1.704-1(b)(2)(iv) of the Treasury Regulations as follows: 

(i) The initial Book Value of each asset shall be its cost, unless such asset was 

contributed to the Company by a Member, in which case the initial Book Value shall be the 

Fair Market Value for such asset, and, in each case, such Book Value shall thereafter be 

adjusted for Depreciation with respect to such asset rather than for the cost recovery 

deductions to which Company is entitled for federal income tax purposes with respect 

thereto. 

(ii) The Book Values of all Company assets shall be adjusted to equal their 

respective Fair Market Values, as reasonably determined by the Tax Matters Member, as of 

the following times: 

(A) the acquisition of an additional interest in the Company by any new or 

existing Member in exchange for more than a de minimis additional capital 

contribution (including, for the avoidance of doubt, capital contribution upon the 

exercise of the Alternative Call Option and the Incremental Equity Call Option) 

or, as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)(iii), in 

exchange for services; 

(B) the distribution by the Company to a Member of more than a de minimis 

amount of the Company assets, including money, if, as a result of such 

distribution, such Member’s interest in the Company is reduced; 

(C) the liquidation of the Company within the meaning of Treasury 

Regulations Section 1.704-1(b)(2)(ii)(g); and 

(D) at any other time, as permitted by the Treasury Regulations, at the 

discretion of the Tax Matters Member. 

“Business Day” means any calendar day other than a Saturday, a Sunday or any 

other day on which commercial banks are authorized or required by Law to be closed in Torino, 

Italy, Detroit, Michigan or New York, New York. 

“Business Plan” is the business plan, approved by the Board of Directors within 

thirty days following the Effective Date, under which the business operations of the Company 

will be conducted, as such Business Plan may be amended from time to time by the Officers and 

approved by the Board of Directors. The Business Plan shall include the Company’s business 
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PALOALTO:54383.25 

strategy, Distribution policy, basic goals, projected revenues, expenses, capital investments, 

financing plans and cash flows. 

“Call Option” means a call option, as defined in the Call Option Agreement. 

“Call Option Agreement” means the call option agreement regarding Equity 

Securities of the Company, entered into as of the date hereof, by and between Fiat Parent, the 

VEBA, the VEBA Holdcos and the US Treasury. 

“Canada” means 7169931 Canada Inc., or if its Membership Interests have been 

transferred pursuant to Section 13.1(b)(iii), then such transferee. 

“Canadian Loan” means the working capital credit facilities made available to 

Chrysler Canada Inc. and others pursuant to loans from Export Development Canada on the date 

hereof, as may be amended, supplemented or replaced from time to time, and previously as 

detailed on Exhibit M of the Master Transaction Agreement, as amended.

“Canadian Loan Exposure” means at any time the sum of (a) the principal 

amount outstanding on the Canadian Loan plus (b) the total unfunded commitment as defined in 

the Canadian Loan at such date. 

“Canadian Loan Termination Date” means the date on which all obligations 

under the Canadian Loan shall have been irrevocably and indefeasibly repaid in full in cash, and 

all commitments thereunder have been terminated.

 “CARB” means the California Air Resources Board or any successor body of 

authority. 

“Certificate of Formation” means the Certificate of Formation of the Company 

filed with the Secretary of State of the State of Delaware on April 28, 2009, which became 

effective on such date. 

“Chrysler IPO” means the initial offering of common Equity Securities of the 

Company (including common stock of a successor to the Company or a holding company for the 

equity interests in the Company) in a transaction registered under the Securities Act following 

which the Equity Securities are listed on a nationally recognized exchange. For the purposes of 

Section 14.1, “Chrysler IPO” shall include the exercise of registration rights under the 

Shareholder Agreement. 

“Class A Aggregate Membership Interest” means one hundred (100%) percent 

minus the Class B Aggregate Membership Interest. 

“Class A Holders” means the holders of the Class A Membership Interests. 

“Class A Membership Interest” means a Membership Interest having the rights 

and obligations specified with respect to Class A Membership Interests in this Agreement 

(subject to any limitations set forth in the Shareholder Agreement). 

“Class B Aggregate Membership Interest” shall initially be twenty (20%) 

percent, subject to adjustment as set forth in Section 3.4 and Section 3.9. 
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“Class B Holders” means the holders of the Class B Membership Interests. 

“Class B Membership Interest” means a Membership Interest having the rights 

and obligations specified in this Agreement with respect to Class B Membership Interests in this 

Agreement (subject to any limitations set forth in the Shareholder Agreement). 

“Class B Membership Rights” means the rights and obligations specified with 

respect to the Class B Membership Interest in this Agreement. 

“Closing” means the closing of the transactions under the Master Transaction 

Agreement. 

“Code” means the United States Internal Revenue Code of 1986, as amended 

from time to time. 

“Company Conversion” means, together with related transactions, any 

conversion of the Company into a corporation through a statutory conversion, the creation of a 

holding company above the Company and the exchange of all or substantially all of the 

Company’s outstanding equity interests for equity interests of such holding company, or any 

other direct or indirect incorporation of the assets and liabilities of the Company, including, by 

merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, 

exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other 

acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; 

liquidation; exchange of securities; conversion of entity, migration of entity or formation of new 

entity; or other transaction or group of related transactions. 

“Company Equity Value” means (a) the product of (i) the Market Multiple times 

(ii) the aggregate of the Company’s reported EBITDA for the most recent four financial quarters 

for which financial results have been reported by the Company as of the time of determination 

less (b) the Company’s Net Industrial Debt as of the date of the Company’s consolidated 

industrial financial statements that were most recently delivered to the qualifying Members 

pursuant to Section 12.4(a). 

“Company Minimum Gain” means “partnership debt minimum gain” as defined 

in Treasury Regulations Section 1.704-2(b)(2). 

“Competitor” means a mass producer of automobiles and light trucks. 

“Consent” means any consent, approval, authorization, waiver, grant, franchise, 

concession, agreement, license, exemption or other permit or order of, registration, declaration or 

filing with, or report or notice to, any Person. 

 “Control,” “Controlled” or “Controlling” means, with respect to any Person, any 

circumstance in which such Person is directly or indirectly controlled by another Person by virtue 

of the latter Person having the power to (i) elect, or cause the election of (whether by way of 

voting capital stock, by contract, trust or otherwise), the majority of the members of the Board of 

Directors or a similar governing body of the first Person; or (ii) direct (whether by way of voting 

capital stock, by contract, trust or otherwise) the affairs and policies of such Person. 

“Controlling Interest” means a “controlling interest” within the meaning of 

Section 414(b) of the Code, as amended. 
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“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, 

amortization or other cost recovery deduction as reported for federal income tax purposes with 

respect to an asset for such year or other period, except that if the Book Value of an asset differs 

from its adjusted basis for federal income tax purposes, Depreciation shall be an amount which 

bears the same ratio to such beginning Book Value as the federal income tax depreciation, 

amortization or other cost recovery deduction for such Fiscal Year bears to such beginning 

adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of 

an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with 

reference to such beginning Book Value using any reasonable method selected by the Tax 

Matters Member. 

“Distribution” means each distribution after the Effective Date made by the 

Company to a Member, whether in cash, property or securities of the Company, pursuant to, or in 

respect of, Section 4.4 or ARTICLE IX. 

“EBITDA” means, for any Person, the operating earnings (loss) of that Person 

plus (i) interest charges to the extent deducted from consolidated net income; (ii) consolidated 

income taxes; (iii) depreciation, amortization, depletion and non-cash charges; and (iv) other 

extraordinary charges. 

“Entity” means any general partnership, limited partnership, corporation, 

association, cooperative, joint stock company, trust, limited liability company, business or 

statutory trust, joint venture, unincorporated organization or Governmental Entity. 

“EPA” means the United States Environmental Protection Agency or any 

successor agency. 

“Equity Recapture Agreement” means the Equity Recapture Agreement, dated as 

of June 10, 2009, by and between the VEBA, the VEBA Holdcos and the US Treasury or its 

designee. 

 “Equity Securities” means, as applicable, (i) any capital stock, membership or 

limited liability company interests or other share capital; (ii) any securities directly or indirectly 

convertible into or exchangeable for any capital stock, membership or limited liability company 

interests or other share capital or containing any profit participation features; (iii) any rights or 

options directly or indirectly to subscribe for or to purchase any capital stock, membership or 

limited liability company interests of the Company and its Subsidiaries, other share capital or 

securities containing any profit participation features or to subscribe for or to purchase any 

securities directly or indirectly convertible into or exchangeable for any capital stock, 

membership or limited liability company interests, other share capital or securities containing any 

profit participation features; (iv) any share appreciation rights, phantom share rights or other 

similar rights; or (v) any Equity Securities issued or issuable with respect to the securities referred 

to in clauses (i) through (iv) above in connection with a combination of shares, recapitalization, 

merger, consolidation, conversion or other reorganization. 

“Event Occurrence Period” means the period beginning on the Effective Date 

and ending on December 31, 2012. 

“Excess Nonrecourse Liability” means an “excess nonrecourse liability” within 

the meaning of Section 1.752-3(a)(3) of the Treasury Regulations. 
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“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Fair Market Value” means, in reference to property or assets owned by the 

Company, the fair market value of such property or assets as reasonably determined by the Tax 

Matters Member. 

“Fiat” means Fiat North America LLC, a limited liability company organized 

under the laws of the State of Delaware. 

“Fiat Group” means Fiat Parent, Fiat Group Automobiles S.p.A., Fiat Powertrain 

Technologies S.p.A. and Fiat and their respective Subsidiaries, but excludes the Company and its 

Subsidiaries. 

 “Fiat Initial Ownership Interest” means twenty percent (20%). 

“Fiat Multiple” means, at any time, Fiat Parent’s Market Enterprise Value, 

divided by Fiat Parent’s EBITDA as reported for the four most recent fiscal quarters for which 

financial data has been reported. 

“Fiat Parent” means Fiat S.p.A., a Societa per Azioni organized under the laws of 

Italy. 

“Fiat Pledge Agreement”: means the Pledge Agreement (as amended, restated, 

supplemented or otherwise modified from time to time), dated as of the date hereof, by and 

among Fiat, as pledgor, the US Treasury, as the secured party, and the Company, as issuer. 

“Fiscal Year” means the fiscal year of the Company, which shall be the year 

ending December 31. Each Fiscal Year shall commence on the day immediately following the 

last day of the immediately preceding Fiscal Year. 

“Fuel Economy Test” means the final, verified results of a combined (i.e., 

City/Highway) unadjusted two-cycle fuel economy test conducted by the U.S. EPA, or the 

Company if the U.S. EPA does not perform the test within a reasonable period of time following 

the Company’s request to the U.S. EPA to conduct the test and reasonably prompt provision of 

any information reasonably requested by the U.S. EPA, if any, in either event on a Chryslerproduced pre-production vehicle appropriate for such testing purposes pursuant to the definitions 

and test procedures set forth in 40 CFR 600 et seq., and 40 CFR 600.512-86 in particular as in 

effect on the date hereof or other test procedures agreed upon by Fiat Parent and the US Treasury. 

“GAAP” means accounting principles generally accepted in the United States of 

America as in effect from time to time, consistently applied and maintained throughout the 

applicable periods both as to classification or items and amounts. 

“Governmental Approval” means any Consent of, with or to any Governmental 

Entity, and includes any applicable waiting periods associated with any Governmental Approvals. 

“Government Commitment” means the sum of (a) the initial aggregate 

commitment amount under the Canadian Loan and (b) initial aggregate commitment amount 

under the US Treasury Loan. 
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“Governmental Entity” means the United States of America or any other nation, 

any state, province or other political subdivision, any international or supra-national entity, or any 

entity exercising executive, legislative, judicial, regulatory or administrative functions of 

government, including any court, tribunal or arbitral body, and any self-regulatory organization, 

in each case having jurisdiction over the Company or any of its Subsidiaries or any of the 

property or other assets of the Company or any of its Subsidiaries. 

“Government Loan Call Option Hurdle” means 50% of the Government 

Commitment, which is $4,042,194,000. 

“Government Loan Exposure” means at any time the sum of (a) the US Treasury 

Loan Exposure plus (b) the Canadian Loan Exposures of such date. 

“Government Loan Termination Date” means the date on which the US Treasury 

Loan and the Canadian Loan have been repaid in full, after giving effect to the contemporaneous 

application of any proceeds of any exercise by Fiat of an Incremental Equity Call Option and/or 

Alternative Call Option to such repayment of the US Treasury Loan and the Canadian Loan, and 

all commitments thereunder have been terminated. 

“Government Member” means US Treasury or Canada. 

“Incremental Equity Exercise Period” means the period beginning on January 1, 

2013 and ending on June 30, 2016. 

“Independent Director” means a Director that is independent of the Company and 

the party appointing such Director, as determined by reference to the list of enumerated 

relationships precluding independence under the listing rules of the New York Stock Exchange; 

furthermore, if the party appointing the Director is a governmental body or agency, then the 

Director may not be an agent of, employed by or otherwise serve in any capacity that 

government. 

“Initial Equity” means the Membership Interests acquired by Fiat from the 

Company pursuant to the closing of the transactions under the Master Transaction Agreement. 

“IRS” means the United States Internal Revenue Service. 

“Issuer” means the Company, any direct or indirect Subsidiary of the Company 

or any successor to the Company, or the issuer of any Equity Securities of which the Company 

distributes to the holders of Membership Interests or that are received or receivable by the holders 

of Membership Interests in connection with a transaction contemplated by Section 13.1. 

“Joint Majority Holders” means at least two Members who collectively have 

more than 50% of the Outstanding Membership Interests. 

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, 

tax ruling, injunction or decree of any Governmental Entity. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or 

charge of any kind (including any conditional sale or other title retention agreement or lease in 

the nature thereof), any sale of receivables with recourse against the Company or any of its 

Subsidiaries, any filing or agreement to file a financing statement as a debtor under the Uniform 
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PALOALTO:54383.25 

Commercial Code or any similar statute of any jurisdiction other than to reflect ownership by a 

third Person of property leased to the Company or any of its Subsidiaries under a lease that is not 

in the nature of a conditional sale or title retention agreement. 

“Liquidation Proceeding” means any liquidation, dissolution or winding up of the 

Company or any of its Subsidiaries or the commencement of proceedings to adjudicate the 

Company or any of its Subsidiaries as bankrupt, or consenting to the filing of a bankruptcy 

proceeding against any of them, or filing a petition or answer or consent seeking reorganization of 

any of them under any bankruptcy or insolvency law, or consenting to the filing of any such 

petition, or consenting to the appointment of a receiver or liquidator or trustee or assignee in 

bankruptcy or insolvency, or making an assignment for the benefit of creditors, or admitting 

inability to pay debts generally as they become due. 

“Market Disruption Event” means any of the following events that has occurred: 

(i) any suspension of, or limitation imposed on, trading by the relevant exchange or quotation 

system during the one-hour period prior to the close of trading for the regular trading session on 

the relevant exchange or quotation system (or for purposes of determining VWAP any period or 

periods aggregating one half-hour or longer) and whether by reason of movements in price 

exceeding limits permitted by the relevant exchange or quotation system or otherwise relating to 

the common stock of the Company or in futures or option contracts relating to the common stock 

of the Company on the relevant exchange or quotation system; (ii) any event (other than a failure 

to open or a closure as described below) that disrupts or impairs the ability of market participants 

during the one-hour period prior to the close of trading for the regular trading session on the 

relevant exchange or quotation system (or for purposes of determining VWAP any period or 

periods aggregating one half-hour or longer) in general to effect transactions in, or obtain market 

values for, the common stock of the Company on the relevant exchange or quotation system or 

futures or options contracts relating to the common stock of the Company on any relevant 

exchange or quotation system; or (iii) the failure to open of the exchange or quotation system on 

which futures or options contracts relating to the common stock of the Company are traded or the 

closure of such exchange or quotation system prior to its respective scheduled closing time for the 

regular trading session on such day (without regard to after hours or other trading outside the 

regular trading session hours) unless such earlier closing time is announced by such exchange or 

quotation system at least one hour prior to the earlier of the actual closing time for the regular 

trading session on such day and the submission deadline for orders to be entered into such 

exchange or quotation system for execution at the actual closing time on such day. 

“Market Enterprise Value” for any Entity means the sum of (i) the Net Industrial 

Debt of such Entity as of the date of such Entity’s most recently reported financial statements and 

(ii) such Entity’s Market Equity Value. 

“Market Equity Value” for any Entity means the product of (i) the number of 

outstanding shares or units of such Entity’s equity securities as of the most recently reported date 

times (ii) the average of the VWAP reported on the Entity’s principal securities exchange for 

each day during the twenty (20) Scheduled Trading Days immediately preceding the date of 

determination. 

“Market Multiple” means the average EBITDA trading multiple for the 

Reference Automotive Manufacturers; provided that in determining the Market Multiple, any of 

the Reference Automotive Manufacturers whose EBITDA trading multiple differs from the 

average of the other Reference Automotive Manufacturers by more than one standard deviation 
- 9 - 

PALOALTO:54383.25 

shall be excluded and; provided further, that the Market Multiple shall not, in any event, exceed 

the Fiat Multiple. 

“Master Industrial Agreement” means the Master Industrial Alliance Agreement, 

dated as of the Effective Date, between Persons within the Fiat Group and the Company. 

“Master Transaction Agreement” means the Master Transaction Agreement, 

dated as of April 30, 2009, by and among the Company, Fiat Parent and the other parties listed on 

the signature pages thereto. 

“Member” means each Person who appears on the Schedule of Members, as 

amended from time to time, or is hereafter admitted as a member of the Company in accordance 

with the terms of this Agreement, the Shareholder Agreement and the LLC Act. The Members 

shall constitute the “members” (as such term is defined in the LLC Act) of the Company. Except 

as otherwise set forth herein or in the LLC Act, the Members shall constitute a single class or 

group of members of the Company for all purposes of the LLC Act and this Agreement. 

“Membership Interest” means the class or classes of limited liability company 

interests of a Member in the Company, as set forth opposite such Member’s name on the 

Schedule of Members hereto, as amended from time to time, and also the right of such Member to 

any and all of the benefits to which such Member may be entitled as provided in this Agreement, 

the Shareholder Agreement and the LLC Act, together with the obligations of such Member to 

comply with all the provisions of this Agreement, the Shareholder Agreement and the LLC Act. 

The Company may issue whole or fractional Membership Interests pursuant to the terms of this 

Agreement. 

“Member Nonrecourse Deductions” has the meaning given to “partner 

nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2). 

“Minority Owned VEBA Holdco” has the meaning provided in Section 14.6(a). 

“Member Nonrecourse Debt Minimum Gain” has the meaning given to “partner 

nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i)(2). 

“NAFTA Countries” means Canada, Mexico and the United States. 

“Net Industrial Debt” means for any Entity, total indebtedness for borrowed 

money less cash and cash equivalents, of the Entity and its subsidiaries each as reported on a 

consolidated basis under GAAP; provided that the calculation of Net Industrial Debt shall 

exclude obligations in respect of retirees and indebtedness of finance companies to the extent 

included in the consolidated results of such Entity; and provided, further, that if Net Industrial 

Debt is being calculated in connection with the exercise of options, the cash exercise price that 

will be paid pursuant to such option exercise will be used to reduce such Entity’s Total 

Indebtedness. 

“Non-Fiat Member” means any Member that is not a member of the Fiat Group, 

but does not include any Transferees of Fiat. 

“Non-Government Member” means any Member other than a Government 

Member. 
- 10 - 

PALOALTO:54383.25 

“Nonrecourse Debt” means any Company liability to the extent that no Member 

or related Person bears the economic risk of loss for such liability under Section 1.752-2 of the 

Treasury Regulations. 

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations 

Section 1.704-2(b)(1). 

“Outstanding Membership Interests” means the aggregate Membership Interests 

represented by the Class A Membership Interests and Class B Membership Interests. 

“Person” means any individual or Entity. 

“Post-IPO Call Option Exercise Price” means an exercise price equal to (x) in the 

event that the Incremental Equity Call Option or the Alternative Call Option is exercised 

contemporaneously with a Chrysler IPO, the initial public offering price, or (y) in the event that 

the Incremental Equity Call Option or the Alternative Call Option is exercised subsequent to a 

Chrysler IPO, the VWAP per share of common stock of the Company as reported on the principal 

national securities exchange on which the Company’s shares are traded for the twenty (20) 

consecutive Scheduled Trading Days immediately prior to the date of exercise, or, if such VWAP 

is not reported by such securities exchange, the VWAP for such period as displayed on 

Bloomberg or, if not so displayed, the market value per share of common stock of the Company 

using a volume-weighted average method. as determined by a nationally recognized independent 

investment banking firm retained for this purpose by the Company. 

“Pre-IPO Call Option Exercise Price” means a price equal to 1% of the Company 

Equity Value. 

“Reference Automotive Manufacturers” means General Motors Corporation, 

Ford Motor Company, Volkswagen AG, Daimler AG, BMW, Renault, Toyota Motor Corp., 

Honda Motor Corp., Nissan Motor Corp. and Peugeot; provided that the list of Reference 

Automotive Manufacturers will be updated annually to eliminate any Entities that are no longer 

operating independently or the shares of which are no longer traded on an internationally 

recognized securities exchange and to make such other changes as may be agreed between Fiat 

and the Company (acting at the direction of its independent directors). 

“Required Director” means, with respect to Fiat, the VEBA, Canada or the US 

Treasury, if such Person has a then-current right to appoint, and has appointed, one or more 

Directors under Section 5.3, one Director so appointed by such Person. 

“Scheduled Trading Day” means a Business Day on which the relevant exchange 

or quotation system is scheduled to be open for business and a day on which there has not 

occurred or does not exist a Market Disruption Event. 

“Secondary Purchase” means an acquisition of any Class A Membership Interests 

from any Person other than the Company, which, for the avoidance of doubt, excludes Class A 

Membership Interests obtained directly from the Company or through the exercise of a 

Alternative Call Option or an Incremental Equity Call Option. 

“Securities Act” means the Securities Act of 1933, and the rules and regulations 

promulgated thereunder, as amended from time to time. 
- 11 - 

PALOALTO:54383.25 

“Shareholder Agreement” means the Shareholders Agreement, dated as of the 

Effective Date, by and among the Company, Fiat Parent, the US Treasury, Canada, the VEBA 

Holdcos and the VEBA. 

“Subsidiary” means, with respect to any Person, a second Person in which the 

first Person has an amount of voting securities, other voting rights or voting partnership interests 

that are sufficient to elect a majority of the second Person’s board of directors or other governing 

body, or, if there are no such voting interests, if the first Person has more than 50% of the equity 

interest of the second Person. 

“Surrender” means any action, whether alone or in combination with any other 

action or event, which could increase the Fiat Group’s interest in the Company or any Company 

Subsidiaries for purposes of determining whether the Fiat Group has a Controlling Interest in the 

Company or any of its Subsidiaries, including, but not limited to, any redemption or cancellation 

of Company Equity Securities, express or implied waiver or purported waiver of voting rights or 

transfer of Company Equity Securities to the Fiat Group. 

“Tax Amount” means, in respect of any Member, the product of (x) the sum of 

the highest U.S. Federal rate of tax (expressed as a percentage) generally applicable to 

corporations plus five (5) percent in respect of state and local taxes (reduced by the net federal tax 

benefit deemed to arise from such state and local taxes at the relevant assumed rates) and (y) the 

net amount of income allocable to such Member (excluding any allocations of income in respect 

of PDARs) for the applicable period. 

“Tax Matters Member” means any Person that has been designated the Tax 

Matters Member pursuant to Section 4.3(e). 

“Tax Return” means any and all returns, reports and forms (including 

declarations, amendments, schedules, information returns or attachments thereto) required to be 

filed with a Governmental Entity with respect to any taxes. 

“Taxing Authority” means, with respect to any Tax, the Governmental Entity or 

political subdivision thereof that imposes such Tax, and the agency (if any) charged with the 

collection of such Tax for such entity or subdivision, including any governmental or quasigovernmental entity or agency that imposes, or is charged with collecting, social security or 

similar charges or premiums. 

“Technology Event Governmental Approvals” means approval of a Chrysler 

produced engine based upon the Fully Integrated Robotised Engine family or such other engine as 

Fiat Parent and the US Treasury may mutually agree (or a vehicle containing such an engine) by 

the U.S. EPA under 40 C.F.R. Part. 86 or any successor regulation and by the CARB under 13 

C.C.R. 1961(d) or any successor regulation. 

“Total Interest” means, with respect to a particular Member at any time, the sum 

expressed as a percentage obtained from (A) the product of (i) the quotient expressed as a 

percentage obtained by dividing (a) the number of Class A Membership Interests held by such 

Member at such time and (b) the number of Class A Membership Interests in the aggregate held 

by all Members and (ii) Class A Aggregate Membership Interest and (B) the product of (i) the 

quotient expressed as a percentage obtained by dividing (a) the number of Class B Membership 
- 12 - 

PALOALTO:54383.25 

Interests held by such Member at such time and (b) the number of Class B Membership Interests 

in the aggregate held by all Members and (ii) Class B Aggregate Membership Interest. 

“Transfer” means any sale, transfer, assignment (other than a contingent 

assignment for the benefit of creditors), exchange, or other disposition of an interest (whether 

with or without consideration, whether voluntarily or involuntarily or by operation of Law). The 

terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall 

have the correlative meanings. A Transfer shall also include the entering into of any financial 

instrument or contract the value of which is determined by reference to the Company (including 

the amount of the Company’s distributions, the value of the Company’s assets or the results of the 

Company’s operations). For purposes of Section 13.1(d) only, a Transfer shall also mean any 

action, whether alone or in combination with any other action or event, which could increase the 

Fiat Group’s interest in the Company or any of its Subsidiaries for purposes of determining 

whether the Fiat Group has a Controlling Interest in the Company or any of its Subsidiaries, 

including, but not limited to, any redemption or cancellation of Membership Interests, express or 

implied waiver or purported waiver of voting rights or Transfer of any Membership Interests to 

the Fiat Group. 

“Transferring VEBA Holdco Interests” has the meaning provided in Section 

14.6(a). 

“Treasury Regulations” means the regulations, including temporary regulations, 

promulgated by the US Treasury under the Code, as amended from time to time. 

“UAW” means The International Union, United Automobile, Aerospace and 

Agricultural Implement Workers of America. 

“US Treasury” means the United States Department of the Treasury. 

“US Treasury Loan” means the Tranche B Loans and Tranche C Loans advanced 

under the First Lien Working Capital Credit Facility, dated as of the date hereof, among the 

Company, the US Treasury and the other parties named therein. 

“US Treasury Loan Exposure” means at any time the sum of (a) the principal 

amount outstanding on the US Treasury Loan plus (b) the total unfunded commitment as defined 

in the US Treasury Loan at such date. 

“VEBA” means the trust fund established pursuant to the Settlement Agreement, 

dated March 30, 2008, as amended, supplemented, replaced or otherwise altered from time to 

time, between the Company, the UAW, and certain class representatives, on behalf of the class of 

plaintiffs in the class action of Int’l Union, UAW, et al. v. Chrysler, LLC, Case No. 07-74730 

(E.D. Mich. filed Oct. 11, 2007). 

“VEBA Holdco” means one or more Delaware limited liability companies and/or 

corporations to which VEBA has directed on the Effective Date the Membership Interests to 

which VEBA is entitled under the equity subscription agreement to be delivered (such companies 

are being referred to in the aggregate as VEBA Holdco); provided that each constituent limited 

liability company or corporation shall satisfy the following conditions: 

(a) it shall be and shall always have been, in each case prior to the earlier of 

(i) any transfer of its Transferring VEBA Holdco Interests to the Drag-Along Buyer pursuant to 
- 13 - 

PALOALTO:54383.25 

Section 14.6 or (ii) any transfer pursuant to Fiat’s exercise of the Call Option, a wholly-owned 

subsidiary of VEBA; 

(b) it shall hold Membership Interests and no other assets other than cash or 

other property distributed with respect to the Membership Interests; 

(c) it shall have been duly formed in accordance with the Delaware Limited 

Liability Company Act or Delaware General Corporation Law, as applicable; 

(d) it shall be formed specifically for the purpose of holding the Membership 

Interests and shall at no time have engaged in any other business or activity other than activities 

ancillary to such holdings; and it shall not (1) incur any debt, (2) incur or suffer to exist any liens 

on its property, (3) make any investment or (4) take any action to do or engage (or commit to do 

or engage) in any of the foregoing; provided, however that if it enters into any contract (other 

than the Equity Recapture Agreement and this Agreement and any amendment thereto or 

successor agreement), it will not qualify as a VEBA Holdco for the purposes of Section 2.3(a) of 

the Call Option Agreement; 

(e) if it is a limited liability company, it shall be managed by its members; 

and if it is a corporation, the Drag-Along Buyer shall, immediately upon receiving any 

Transferring VEBA Holdco Interests thereof, have the right to replace the entire board of 

directors and all of its officers without incurring any costs or expenses; 

(f) the class of limited liability company interests or stock, as applicable, to 

which Transferring VEBA Holdco Interests belong shall be the only class of limited liability 

company interests or stock, as applicable, that it shall have issued, it shall not have issued or 

designated any series of stock, members, limited liability company interests or assets, it shall 

have only one class of members, and all of its limited liability company interests shall have 

identical pro rata rights, including with respect to voting, distributions and amounts distributable 

on liquidation; 

(g) its organizational documents shall provide that it may be liquidated and 

dissolved on the affirmative vote of holders representing more than 20% but less than 80% of its 

outstanding membership interests or shares of stock, as applicable; and 

(h) its organizational documents shall provide that the members shall have 

no fiduciary duties to each other or the company under such organizational documents. 

“VEBA Note” means the note issued by the Company to VEBA on the date 

hereof. 

“Voting Trust Agreement” means the Voting Trust Agreement, dated as of the 

Effective Date, by and among the Company and Fiat. 

“VWAP” means the volume-weighted average price. 

Part II. Cross-References. In addition to the terms set forth in Part I of the 

Definitions Addendum, the following terms are defined in the text of this Agreement in the 

locations specified below: 
- 14 - 

PALOALTO:54383.25 

Term Cross-Reference

AAA Engineer Section 3.4(d) 

Acceptance Notice Section 13.2(c) 

Accepting Recipients Section 13.2(d) 

Accepting Secondary Recipients Section 13.2(d) 

Affiliate Transaction Section 5.4(a) 

Agreement Preamble 

Allocation Period Section 4.2(a) 

Alternative Call Option Section 3.5(a)(i) 

Arbitrators Section 3.4(d) 

Assistant Secretary Section 5.13(c)(vi) 

Audit Committee Section 5.11(c) 

Board of Directors Section 5.1 

Call Closing Section 3.7(c) 

Call Exercise Notice Section 3.7(a) 

Capital Account Section 3.1(b) 

Certificate Section 3.3(a) 

Chairman Section 5.3(f) 

Chief Executive Officer Section 5.13(c)(i) 

Chief Financial Officer Section 5.13(c)(iii) 

Chief Operating Officer Section 5.13(c)(iv) 

Chief Technical Officer Section 5.13(c)(v) 

Class B Event Section 3.4 

Class B Event Notice Section 3.4 (d) 

Class B Event Programs Section 3.4(e) 

Company Preamble 

Company Objection Notice Section 3.4(d) 

Compelled Sale Section 14.4(a) 

Compelled Sale Notice Section 14.4(b) 

Compensation Committee Section 5.11(d) 

Co-Sale Members Section 13.3(a) 

Co-Sale Notice Section 13.3(b) 

Directors Section 5.1 

Drag-Along Buyer Section 14.4(a) 

Effective Date Preamble

Electing Members Section 14.4(a)

Executive Committee Section 5.11(e)

Fiat Director Section 5.3(a)

Fiat First Offer Period Section 13.2(c)

Fiat First Option Section 13.2(c)

Fiat Management Rights Section 5.3(a)

Fiat Optionee Section 3.5(a)

Fiat Ownership Cap Section 3.6 

Fiat Termination Section 7.1(a)

Fiat Voting Trust Section 10.6

Fiat Voting Trustee Section 10.6

First Initial Term Section 5.1

First Offer Price Section 13.2(b)

First Sale Notice Section 13.2(b)

Fuel Economy Event Section 3.4(c) 
- 15 - 

PALOALTO:54383.25 

Term Cross-Reference

Incremental Equity Call Option Section 3.5(a)(ii)

Indemnified Persons Section 6.1(a)

Independent Auditor Section 12.5

Independent Engineer Section 3.4(d)

Initial Directors Section 5.3(d)

LLC Act Recitals

Major Decision Section 5.8(b)

Members Preamble

Non-Electing Members Section 14.4(a)

Offered Securities Section 13.2(b)

Officers Section 5.13(a)

Preemptive Rights Interests Section 14.3(a)

Preemptive Rights Period Section 14.3(a)

President Section 5.13(c)(ii)

Proceeding Section 6.1(a)

Quorum Member Section 11.4

Remaining Offered Securities Section 13.2(d)

Sarbanes Oxley Act Section 12.5

Second Initial Term Section 5.1 

Second Offer Period Section 13.2(d)

Second Sale Notice Section 13.2(d)

Secondary Recipients Section 13.2(d)

Secretary Section 5.13(c)(vi)

Selling Member Section 13.2(a)

Subaccount Section 3.1(b)

Technology Event Section 3.4(a)

Third Party Agreements Section 13.2(f)

Third Party Sale Start Date Section 13.2(f)

Transferred Interest Section 13.3(b)

Unwinding Event Section 13.1(b)(vii)

VEBA Director Section 5.3(c)

Withdrawn Member Section 7.1(b)





Revised April 12, 2011

Chrysler Group LLC

Schedule of Members

*Effective January 10, 2011

**Effective April 12, 2011

Note: All percentages have been rounded to three decimal places.

Name and

Notice Address

of Members

Capital

Account

Balance

Class and

Number of 

Units

Issued

Initial 

Total

Interest

Total Interest 

Upon Class B 

Technology 

Event*

Total Interest 

Upon Class B 

Non-NAFTA 

Distribution 

Event**

Total Interest

if All Class B 

Events Occur 

Total Interest

if Additional Call 

Options are Fully 

Exercised

Fiat North America LLC

Via Nizza n. 250

10125 Torino 

Italy 

Attention: Chief Executive Officer

$[ ] 200,000 Class B 20.000% 25.000% 30.000% 35.000%151.000%

United States Department of the 

Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel Office of 

Financial Stability

$[ ] 98,461 Class A 9.846% 9.231% 8.615% 8.000% 6.031%

VEBA Holdcos:

UAW VEBA Holdco CH-00, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-01, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-02, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

 

1 Represented by 200,000 Class B Membership Interests.
Revised April 12, 2011

Chrysler Group LLC

Schedule of Members

*Effective January 10, 2011

**Effective April 12, 2011

Note: All percentages have been rounded to three decimal places.

-2-

Name and

Notice Address

of Members

Capital

Account

Balance

Class and

Number of 

Units

Issued

Initial 

Total

Interest

Total Interest 

Upon Class B 

Technology 

Event*

Total Interest 

Upon Class B 

Non-NAFTA 

Distribution 

Event**

Total Interest

if All Class B 

Events Occur 

Total Interest

if Additional Call 

Options are Fully 

Exercised

UAW VEBA Holdco CH-03, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-04, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-05, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-06, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-07, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-08, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-09, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%
Revised April 12, 2011

Chrysler Group LLC

Schedule of Members

*Effective January 10, 2011

**Effective April 12, 2011

Note: All percentages have been rounded to three decimal places.

-3-

Name and

Notice Address

of Members

Capital

Account

Balance

Class and

Number of 

Units

Issued

Initial 

Total

Interest

Total Interest 

Upon Class B 

Technology 

Event*

Total Interest 

Upon Class B 

Non-NAFTA 

Distribution 

Event**

Total Interest

if All Class B 

Events Occur 

Total Interest

if Additional Call 

Options are Fully 

Exercised

UAW VEBA Holdco CH-10, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-11, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 54,153.92 Class A 5.415% 5.077% 4.738% 4.400% 3.137%

UAW VEBA Holdco CH-12, LLC

P.O. Box 14309

Detroit, MI 48214

Attention: Mary Beth Kuderik

$[ ] 27,076.96 Class A 2.708% 2.538% 2.370% 2.200% 1.659%

Total for VEBA Holdcos: 676,924 Class A 67.692% 63.461% 59.231% 55.000% 41.462%

Canada CH Investment 

Corporation

 f/k/a 7169931 Canada Inc.

1235 Bay Street, Suite 400

Toronto, ON M5R 3K4

Attention: Mr. Michael Carter

$[ ] 24,615 Class A 2.462% 2.308% 2.154% 2.000% 1.508%

TOTAL $[ ] 800,000 Class A

200,000 Class B

100% 100% 100% 100% 100%
D-1 

PALOALTO:54383.25 

ANNEX A 

Form of Call Exercise Notice

___________ ____, 20___ 

To: Chrysler Group LLC 

Reference is made to the Amended and Restated Limited Liability Company Operating 

Agreement, dated as of June , 2009 (the “LLC Agreement”), by and among Chrysler Group LLC, a Delaware 

limited liability company (the “Company”), and the Members party thereto. Capitalized terms used but not 

otherwise defined herein have the meanings specified in the Call Option Agreement. 

Fiat North America LLC (“Fiat”), a limited liability company organized under the laws of 

Delaware, hereby furnishes this Call Exercise Notice to the Company and notifies the Company that Fiat 

intends to exercise the [Alternative] [Incremental Equity] Call Option pursuant to Section 3.5 of the LLC 

Agreement in the amount of [ ] percent of the fully diluted Outstanding Membership Interests on [ ], 20[__] 

(representing, to Fiat’s knowledge, [ ] Class A Membership Interests of the Company). Fiat hereby certifies to 

the Company that (i) such exercise of the [Alternative] [Incremental Equity] Call Option is in compliance with 

the provisions contained in Article III of the LLC Agreement, (ii) such Call Exercise Notice is in compliance 

with Section 3.7(a) of the LLC Agreement and has been delivered within in accordance with Section 3.7(b) of 

the LLC Agreement, and (iii) after giving effect to such exercise, Fiat will be in compliance with Section 3.6 

of the LLC Agreement. 

FIAT NORTH AMERICA LLC 

By: 

 Name: 

 Title: 
 B-1 

PALOALTO:54383.25 

ANNEX B 

Form of Irrevocable Technology Commitment

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: 

Facsimile: 

_________, 20__ 

Ladies and Gentlemen: 

 This letter is being delivered to you pursuant to Section 3.4(a) of the Amended and Restated Limited 

Liability Company Operating Agreement of Chrysler Group LLC (the “Company”), dated and effective as of 

June , 2009 (the “LLC Agreement”). For consideration received, including the receipt of US Treasury loans, 

the Company hereby makes a commitment to the US Department of Treasury to begin commercial production 

of an engine based on the Fiat Fully Integrated Robotised Engine Family consistent with the Business Plan and 

Master Industrial Agreement. Any terms not otherwise defined herein have the meanings assigned to them in 

the LLC Agreement. 

 The commitment set forth in this letter is irrevocable and unconditional and the Company agrees and 

understands that it may not legally revoke such commitment and will not institute an action, judicial or 

otherwise, to revoke the commitment made herein. 

 THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 

LAWS OF THE STATE OF NEW YORK. 

 

CHRYSLER GROUP LLC 

By: 

 Name: 

 Title: 
 C-1 

PALOALTO:54383.25 

ANNEX C 

Form of Irrevocable Ecological Commitment

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: 

Facsimile: 

_________, 20__ 

Ladies and Gentlemen: 

 This letter is being delivered to you pursuant to Section 3.4(c) of the Amended and Restated Limited 

Liability Company Operating Agreement of Chrysler Group LLC (the “Company”), dated and effective as of 

June , 2009 (the “LLC Agreement”). For consideration received, including the receipt of US Treasury loans, 

the Company hereby makes a commitment to the US Treasury to begin assembly in commercial quantities of a 

car based on Fiat Parent platform technology that has a fuel efficiency measured by miles per gallon of at least 

40 combined miles per gallon fuel economy in a production facility located in the United States, consistent 

with the Business Plan and Master Industrial Agreement. Any terms not otherwise defined herein have the 

meanings assigned to them in the LLC Agreement. 

 The commitment set forth in this letter is irrevocable and unconditional and the Company agrees and 

understands that it may not legally revoke such commitment and will not institute an action, judicial or 

otherwise, to revoke the commitment made herein. 

 THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 

LAWS OF THE STATE OF NEW YORK. 

 

CHRYSLER GROUP LLC 

By: 

 Name: 

 Title: 
PALOALTO:54383.25 

ANNEX D

CERTIFICATE FOR CLASS [A][B] LIMITED LIABILITY COMPANY INTERESTS IN 

CHRYSLER GROUP LLC 

THE MEMBERSHIP INTEREST IN CHRYSLER GROUP LLC HAS NOT BEEN AND WILL NOT BE 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER 

APPLICABLE SECURITIES LAWS. THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE 

HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT 

WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF. THE MEMBERSHIP INTEREST MAY 

NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME EXCEPT IN A 

TRANSACTION REGISTERED UNDER SUCH SECURITIES ACT AND LAWS OR, A TRANSACTION 

THAT IS EXEMPT FROM AND NOT SUBJECT THERETO. 

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER 

DISPOSITION (EACH, A “TRANSFER”) AND VOTING OF THE MEMBERSHIP INTERESTS 

REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF THE LIMITED 

LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW), A COPY OF WHICH IS ON FILE 

WITH THE SECRETARY OF THE COMPANY. THE COMPANY WILL NOT REGISTER THE 

TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE 

TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITY 

COMPANY AGREEMENT. 

Certificate Number [ ] [ ] Class [A][B] Membership Interests 

Chrysler Group LLC, a Delaware limited liability company (the "Company"), hereby certifies that 

[_______] (together with any assignee of this Certificate, the "Holder") is the registered owner of [ ] Class [A][B] 

Membership Interests in the Company. The rights, powers, preferences, restrictions and limitations of the interests 

in the Company are set forth in, and this Certificate and the limited liability company interests in the Company 

represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and 

Restated Limited Liability Company Agreement of the Company dated as of [________], 2009, as the same may be 

further amended or restated from time to time (the "Limited Liability Company Agreement"). By acceptance of this 

Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the limited liability 

company interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the 

terms and conditions of the Limited Liability Company Agreement. The Company will furnish a copy of the 

Limited Liability Company Agreement to the Holder without charge upon written request to the Company at its 

principal place of business. Transfer of any or all of the limited liability company interests in the Company 

evidenced by this Certificate is subject to certain restrictions in the Limited Liability Company Agreement and can 

be effected only after compliance with all of those restrictions and the presentation to the Company of the 

Certificate, accompanied by an assignment in the form appearing on the reverse side of this Certificate, duly 

completed and executed by and on behalf of the transferor in such Transfer, and an application for transfer in the 

form appearing on the reverse side of this Certificate, duly completed and executed by and on behalf of the 

transferee in such Transfer. 

Each Class [A][B] Membership Interests in the Company shall constitute a "security" within the 

meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the States of 

Delaware and New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or 

hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and 

the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association 

on February 14, 1995 (and each limited liability company interest in the Company shall be treated as such a 

"security" for all purposes, including, without limitation perfection of the security interest therein under Article 8 of 

each applicable Uniform Commercial Code). 

This Certificate and the limited liability company interests evidenced hereby shall be governed by 

and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. 
PALOALTO:54383.25 

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date 

set forth below. 

Dated: [___________], 20__ CHRYSLER GROUP LLC, 

a Delaware limited liability company 

 

 By: 

 Name: 

 Title: 
E-1 

PALOALTO:54383.25 

(REVERSE SIDE OF CERTIFICATE) 

ASSIGNMENT OF INTEREST

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

_________________________________________ (print or typewrite name of transferee), __________________ (insert 

Social Security or other taxpayer identification number of transferee), the following Class [A][B] Membership Interests in 

the Company: ______________ (identify the percentage interest being transferred) effective as of the date specified in the 

Application for Transfer of Interests below, and irrevocably constitutes and appoints __________________________ and 

its authorized Officers, as attorney-in-fact, to transfer the same on the books and records of the Company, with full power 

of substitution in the premises. 

Dated: _______________ 

 

 By: 

 Name: 

 Title: 

APPLICATION FOR TRANSFER OF INTERESTS

The undersigned applicant (the "Applicant") hereby (a) applies for a transfer of Class [A][B] Membership 

Interests in the Company described above (the "Transfer") and applies to be admitted to the Company as a substitute 

member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited 

Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited 

Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and 

(e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited 

Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems 

necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to 

confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company 

Agreement with respect to the limited liability company interests in the Company described above. Initially capitalized 

terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement. 

The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a 

Substitute Member shall be effective as of ______________________________. 

Name of Transferee (Print) 

________________________________________ 

Dated: __________________________ Signature: 

(Transferee) 

Address: 

The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company 

Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the 

Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books 

and records of the Company the admission of the Applicant as a substitute member. 

 Chrysler Group LLC, 

a Delaware limited liability company 

 

 By: 

 Name: 

 Title: 
EXECUTION COPY

FIRST AMENDMENT TO LLC OPERATING AGREEMENT

THIS FIRST AMENDMENT (the "Amendment"5) TO THE LLC Agreement

(defined below) is made and entered into as of August 7, 2009, by and among FIAT

NORTH AMERICA LLC ("EFiat") THE UNITED STATES DEPARTMENT OF THE

TREASURY ("US Treasury"), 7169931 CANADA INC. ("Canada"), UAW RETIREE

MEDICAL BENEFITS TRUST ("VEBA") and UAW VEBA HOLDCO CH-00, LLC,

UAW VEBA HOLDCO CH-01, LLC, UAW VEBA HOLDCO CH-02, LLC, UAW

VEBA HOLDCO CH-03, LLC, UAW VEBA HOLDCO CH-04, LLC, UAW VEBA

HOLDCO CH-05, LLC, UAW VEBA HOLDCO CH-06, LLC, UAW VEBA HOLDCO

CH-07, LLC, UAW VEBA HOLDCO CH-08, LLC, UAW VEBA HOLDCO CH-09,

LLC, UAW VEBA HOLDCO CH-10, LLC, UAW VEBA HOLDCO CH-1 1 LLC and

UAW VEBA HOLDCO CH- 12, LLC (collectively, the "VEBA Holdcos "and, together

with Fiat, Treasury, Canada and VEBA, the "Parties").

WHEREAS, the Parties have formed Chrysler Group LLC (the "Company"), a

limited liability company pursuant to the Delaware Limited Liability Company Act, 6

Del. C. § 18-1 01 et sec, aamnefrom time to time (the "Act"), and have entered into

a written amended and restated limited liability company agreement dated as of June 1 0,

2009 (the "LLC Agreement") in accordance with the provisions of the Act governing the

business and affairs of the Company and the conduct of its business;

WHEREAS, in order to provide an additional period of time to enable the

Company to prepare a Business Plan, to reflect that the initial Annual Operating Budget

shall be prepared for Fiscal Year 201 0 and to allow for additional time to deliver

financial statements and certain other informnation consistent with its obligations under its

credit facilities, the Board of Directors of the Company as currently constituted has

approved this Amendment in accordance with the requirements of and has determined to

adopt this Amendment pursuant to its authority under, Section 5.8 of the LLC Agreement

provided that the Parties approve this amendment to the LLC Agreement; and

WHEREAS, each of the Parties approves this Amendment;

NOW, THEREFORE, the Parties, by execution of this Amendment, agree as

follows. Any capitalized termis used herein and not defined shall have the meanings set

forth in the LLC Agreement:

ARTICLE I

AMENDMENTS TO THE LLC AGREEMENT

The LLC Agreement is hereby amended as set forth in the following sections:

Section 1. 1. The definition of "Annual Operating BuJdget" is hereby amended

and restated in its entirety as follows:

"Annual Operating Budget" means the annual operating budget of the Company

beginning with the Fiscal Year ending December 31, 201 0 and for future Fiscal Years
thereafter. Annual Operating Budgets shall be developed by the Officers at least ninety

(90) days prior to the corresponding Fiscal Year and will be subject to the approval of the

Board of Directors."

Section 1.2. The definition of "Business Plan" is hereby amended and restated

in its entirety as follows:

"Business Plan" means the business plan submitted for review to the Board of

Directors by October 1, 2009 and approved by the Board of Directors (with

such modifications as the Board may deem appropriate), under which the

business operations of the Company will be conducted, as such Business Plan

may be amended from time to time by the Officers and approved by the Board

of Directors. Such Business Plan will be provided to the Members within two

(2) Business Days after approval thereof by the Board of Directors. The

Business Plan shall reflect the Company's business strategy, Distribution

policy, basic goals, projected revenues, expenses, capital investments,

financing plans and cash flows."

Section 1.3. Section 12.4(a) is hereby amended and restated in its entirety as

follows:

"(a) The Company shall deliver to each Member holding in excess of five percent

(5%) of the Membership Interests and to Canada, for so long as Canada is a Member, the

following:

(i) as soon as available, but in any event within the earlier of two (2)

days after the delivery of a copy thereof (whether in draft or final form) to the CEO or the Board

(whichever is earlier) or fifteen Business Days after the end of each calendar month in each Fiscal

Year commencing with the calendar month ending July 31, 2009, a monthly management report

summarizing the results of the Company for such monthly period (and if the copy initially

delivered to the Members is not the final copy, the Company shall deliver the final copy of the

monthly management report to the Members promptly following senior management's approval

thereof), and for the period from the beginning of the Fiscal Year setting forth, in each case, (A)

beginning with the calendar month ending August 31, 2009 and ending with the calendar month

ending December 31, 2009, comparisons to the preliminary 2009 forecast approved by the Board

of Directors on or before July 31, 2009; (B) beginning with the month ending January 31, 20 10,

comparisons to the annual budget for such Fiscal Year and, (C) beginning with the calendar

month ending July 31, 2010, comparisons to the corresponding period in the preceding Fiscal

Year. Each such monthly management report shall be substantially in the form as agreed upon by

the Members and the Company; provided that the management report for July 2009 shall be

delivered by August 26, 2009;

(ii) as soon as available, but in any event within the earlier of two (2)

days after the delivery of a copy thereof (whether in draft or final form) to the CEO or the Board

(whichever is earlier) or fifteen Business Days after the end of each fiscal quarter in each Fiscal

Year; (A) commencing with the fiscal quarter ending September 30, 2009, a management

financial report summarizing results of the Company as of the end of such quarterly period (and if

the copy initially delivered to the Members is not the final copy, the Company shall deliver the

final copy of the management financial report to the Members promptly following senior

2
management's approval thereof), setting forth for the fiscal quarter ending September 30, 2009,

comparisons to the preliminary 2009 forecast approved by the Board of Directors on or before

July 31, 2009; and, (B) beginning with the fiscal quarter ending March 31, 201 0, comparisons to

the annual budget for such Fiscal Year. All beginning with the fiscal quarter ending

September 30, 2010, comparisons to the corresponding period in the preceding Fiscal Year, and

all such reports shall be substantially in the form as agreed upon by the Members and the

Company and subject to the absence of footnote disclosures and normal year-end adjustments for

recurring accruals; provided that the management report for the fiscal quarter ending September

30, 2009 shall be delivered within the earlier of two (2) days after the delivery of a copy thereof

(whether in draft or final form) to the CEO or the Board (whichever is earlier) or twenty Business

Days after the end of such fiscal quarter;

(iii) as soon as available, but in any event within forty-five calendar

days after the end of each of the first three fiscal quarters in each Fiscal Year commencing with

the fiscal quarter ending September 30, 2009, the final unaudited consolidated balance sheet of

the Company as of the end of such quarterly period, and related statements of income and cash

flows and beginning with the fiscal quarter ending March 31, 201 1, comparisons to the same

fiscal quarter for the previous Fiscal Year, and all such statements shall be prepared in accordance

with GAAP, subject to the absence of adjustments for purchase accounting for the quarter ending

September 30, 2009 and subject to the absence of footnote disclosures in accordance with

customary practice for condensed consolidated interim financial statements and to normal yearend adjustments for recurring accruals, which statements shall have been reviewed by the

Independent Auditor and certified by the Chief Financial Officer;

(iv) as soon as available, but in any event within the earlier of two (2)

days after delivery of a copy thereof (whether in draft or final form) to the CEO or the Board

(whichever is earlier) or twenty Business Days after the end of each Fiscal Year commencing

with the Fiscal Year ending December 31, 2009, (A) a management financial report summarizing

results of the Company for such Fiscal Year (and if the copy initially delivered to the Members is

not the final copy, the Company shall deliver the final copy of the management financial report to

the Members promptly following senior management's approval thereof), and (B) a draft of the

unaudited consolidated balance sheet of the Company as of the end of such Fiscal Year. All such

reports shall be prepared in accordance with GAAP and shall be substantially in the formn as

agreed upon by the Members and the Company, subject to the absence of adjustments for

purchase accounting for the quarter ending September 30, 2009 and further subject to the absence

of footnote disclosures and to normal year-end adjustments for recurring accruals;

(v) as soon as available, but in any event within ninety calendar days

after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2009,

the final consolidated balance sheets and related statements of income and cash flows of the

Company for such Fiscal Year and as of the end of such Fiscal Year, in each case prepared in

accordance with GAAP, and accompanied by an opinion, unqualified as to scope or compliance

with GAAP, of the Independent Auditor; provided that such financial statements for the Fiscal

Year ending December 31, 2009 shall be delivered within one-hundred and twenty calendar days

after the end of such Fiscal Year.

(vi) prior to the transmission to the public thereof, copies of all press

releases and other written statements made available generally by the Company to the public

concerning material developments in the Company's and its Subsidiaries' businesses."

3
ARTICLE II

MISCELLANEOUS

Section 2. 1. Governing Law.

(a) This Amendment shall be governed by, and construed and

enforced in accordance with, the Laws of the State of Delaware, without giving effect to

any choice of law or conflict of law rules or provisions (whether of the State of Delaware

or any other jurisdiction) that would cause the application of the Laws of any jurisdiction

other than the State of Delaware.

(b) The Parties agree that any and all disputes hereunder shall be

resolved in accordance with the provisions of Sections 15.12, 15.13 and 15.14 of the LLC

Agreement.

Section 2.2. Counterparts. This Amendment may be signed in any number of

counterparts, each of which shall be an original for all purposes, but all of which taken

together shall constitute only one agreement. In making proof hereof it will be necessary

to produce only one copy hereof signed by the Party to be charged.

Section 2.3. Sepoarability of Provision. Each provision of this Amendment shall

be considered separable, 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 Amendment that are valid, enforceable and legal.

Section 2.4. Entire Understanding. This Amendment contains the entire

understanding between and among the Parties and supersedes any prior understandings

and agreements between and among them exclusively respecting the subject matter of

this Amendment. Failure by any party hereto to enforce any covenant, duty, agreement,

term or condition of this Amendment, or to exercise any right hereunder, shall not be

construed as thereafter waiving such covenant, duty, term, condition or right; and in no

event shall any course of dealing, custom or usage of trade modify, alter or supplement

any term of this Amendment.

Section 2.5. Full Force and Effect. Except as expressly amended herein, all

other terms and provisions of the LLC Agreement, as previously amended as of June 1 0,

2009, shall remain in full force and effect and are hereby ratified and confirmed in all

respects.

4
dUU9

Sep 12 I:1/ PM CLEWARY GOTTLIEB NEV YORK 2122253999 2/9

IN WITNESS WHEREOF, the undesigned have executed or caused to be

executed ona their behalf this Amendment as of the date first vmtten above.

UJAW RETIREE MEDICAL BENEFITS TRUST

By:.Fa

Name: /cr N

Title:Carot omte of the UJAW

Retiree Medical Benefits Trust
IN WITNESS WHEREOF, the undersigned have executed or caused to be

executed on their behalf this Amendment as of the date first written above.

UNITED STATES DEPARTMENT OF THE

TREASURY

By: .d~~

Name: Herbert M. Allison

Title: Assistant Secretary for Financial Stab 'y
IN WITNESS WHEREOF, the undersigned have executed or caused to be

executed on their behalf this Amendment as of the date first written above.

7169931 CANADA INC.

B y : _ _ _ _ _ _ _ _ _ _ _ _ _ _

Name:/

Title: '-01,el- c-7z>,-?

By:__

Name: Ec ', j-, 7aLj

Title: /R-70le

8
IN WITNESS WHEREOF, the undersigned have executed or caused to be

executed on their behalf this Amendment as of the date first written above.

FIAT N RHAMERICA LLC

Name: rgi achionne

Title: CEO

9

PALOALTO:55524.4
















Execution Version

SHAREHOLDERS AGREEMENT

BYAND AMONG

FIAT NORTH AMERICA LLC,

THE UNITED STATES DEPARTMENT OF THE TREASURY,

UAW RETIREE MEDICAL BENEFITS TRUST,

THE VEBA HOLDCOS SIGNATORY HERETO,

AND

7169931 CANADA INC.

Dated as ofJune 10, 2009

PALOALTO:54549.14
ARTICLE I

Section 1.1

ARTICLE II

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

ARTICLE III

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

Section 3.8

Section 3.9

Section 3.10

Section 3.11

Section 3.12

ARTICLE IV

Section 4.1

Section 4.2

Section 4.3

Section 4.4

ARTICLE V

Section 5.1

Section 5.2

ARTICLE VI

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

Section 6.14

Section 6.15

Table of Contents

CERTAIN DEFINITIONS 1

Specific Definitions 1

CERTAIN COVENANTS AND RESTRICTIONS 1

[Reserved.] 1

Fiat Voting Trust 1

Cooperation 1

VEBA Voting Restriction 2

ERISA 2

REGISTRATION RIGHTS 2

Shelf Registration 2

Demand Registration 4

Piggyback Registration 6

Postponement of Registration 7

Lock-Up Period 7

No Inconsistent Agreements 9

Registration Procedures 9

Participation in Underwritten Transfers 13

Cooperation by Management 14

Registration Expenses and Legal Counsel 14

Rule 144, Rule 144A and Regulation S, etc 14

Selection of Counsel 15

INDEMNIFICATION 15

Indemnification by the Company 15

Indemnification by Certain Holders ofRegistrable Securities 16

Indemnification Procedures 16

Survival 17

REPRESENTATIONS AND WARRANTIES 17

Representations and Warranties of the Shareholders 17

Representations and Warranties of the Company , 18

MISCELLANEOUS 18

Binding Effect; Assignment 18

Termination 18

Amendments and Waivers 19

Attorneys' Fees 19

Notices 19

No Third Party Beneficiaries 21

Cooperation 21

Counterparts 21

Remedies 21

GOVERNING LAW 22

WAIVER OF JURY TRIAL 22

Severability 22

Acknowledgments 22

After Acquired Securities 22

Strict Construction 22

DEFINITIONS ADDENDUM

EXHIBIT A: FIAT VOTING TRUST

PALOALTO:54549.14
SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT, dated as ofJune 10,2009 (this "Agreement"),

by and among FIAT NORTH AMERICA LLC, a Delaware limited liability company ("Fiat"), THE

UNITED STATES DEPARTMENT OF THE TREASURY ("US Treasury"), 7169931 CANADA INC., a

corporation organized under the laws of Canada ("Canada"), UAW RETIREE MEDICAL BENEFITS

TRUST, a voluntary employees' beneficiary association trust (the "VEBA"), the VEBA Holdcos

identified in the signature pages hereto who qualify as a VEBA Holdco under the Company LLC

Agreement (as defined herein) (each a "VEBA Holdco", and collectively the "VEBA Holdcos") and

NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the "Company").

RECITALS:

WHEREAS, concurrently with the execution of this Agreement, each Member has

executed a copy of the Company LLC Agreement, and has become a member of the Company; and

WHEREAS, the Company and each of the other parties hereto (each such other party, a

"Shareholder") desire to enter into this Agreement to provide for certain matters with respect to the

ownership of the Company Equity Securities.

NOW, THEREFORE, in consideration of the premises and the representations,

warranties, covenants and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,

the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.1 Specific Definitions. As used in this Agreement, and unless the context

requires a different meaning, the terms defined in the Definitions Addendum have the meanings specified

or referred to therein.

ARTICLE II

CERTAIN COVENANTS AND RESTRICTIONS

Section 2.1 [Reserved.]

Section 2.2 Fiat Voting Trust. Prior to the Government Loan Termination Date, any

Company Equity Securities held by Fiat in excess of 35% of the fully diluted Company Equity Securities,

by vote and value, shall be placed in a voting trust organized pursuant to a voting trust agreement in the

form of Exhibit A, whose sole trustee has been approved by the US Treasury.

Section 2.3 Cooperation. (a) The Company agrees that it will use its reasonable best

efforts to facilitate any exercise by Fiat or its successor or permitted assigns of (i) the call option (the

"VEBA Call Option") under the Call Option Agreement and (ii) the Alternative Call Option and the

Incremental Equity Call Option (each as defined in the Company LLC Agreement) and will use

reasonable best efforts to avoid or eliminate any impediment and obtain all consents or waivers under any

antitrust or competition law that may be asserted by any antitrust or competition Governmental Entity, so

as to enable the holder thereof to exercise any such call option. In addition, the Company agrees to use its

reasonable best efforts to obtain any consent or to vacate or lift any order relating to antitrust or

competition law matters that would (or in the case of a consent, the absence of which would) have the

-1-

PALOALTO:54549.14
effect of making any such call option illegal or otherwise prohibiting or materially delaying the exercise

of any such call option.

(b) The Company agrees that it will give any notices to third parties, and use

commercially reasonable efforts to obtain any third party consents, necessary, proper or advisable to

consummate the call option, in whole or in part and will furnish to Fiat any necessary information and

reasonable assistance as Fiat may request in connection with any required governmental filings or

submissions and will cooperate in responding to any inquiry from a Governmental Entity, including

immediately informing Fiat of such inquiry, consulting with Fiat in advance before making any

presentations or submissions to a Governmental Entity, and supplying Fiat with copies of all material

correspondence, filings or communications between any party and any Governmental Entity with respect

to the call option.

Section 2.4 VEBA Voting Restriction. For so long as any VEBA Entity owns any

Membership Interests, each such VEBA Entity agrees to vote its Membership Interests (except with

respect to Major Decisions set forth in Section 10.7 in the event that Section 10.7 of the Company LLC

Agreement is applicable) in accordance with the recommendations of the Independent Directors of the

Company in proportion to such recommendations.

Section 2.5 ERISA. Each Shareholder agrees to be bound by the provisions of

Section l3.I(d) and Section 13.I(i) of the Company LLC Agreement.

ARTICLE III

REGISTRATION RIGHTS

Section 3.1 Shelf Registration.

(a) Subject to Section 3.4, upon request of one or more Demand Members

on the date that is the earlier of (i) six months following the consummation of an IPO and (ii) January I,

2013 (such date, the "Registration Trigger"), the Company (x) shall file with the SEC a Shelf Registration

Statement relating to the offer and sale of all of the Registrable Securities held by the Demand Members

from time to time in accordance with the methods of distribution elected by such Demand Members and

set forth in the ShelfRegistration Statement and (y) shall use its reasonable best efforts to cause such

Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable

after the filing thereof.

(b) Subject to Section 3.4, the Company shall use its reasonable best efforts

to keep such Shelf Registration Statement continuously effective under the Securities Act in order to

permit the Prospectus forming a part thereof to be usable by the Demand Members until the earlier of (i)

the date as of which all Registrable Securities have been sold pursuant to the ShelfRegistration Statement

or another registration statement filed under the Securities Act (but in no event prior to the applicable

period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) the date as of

which all of such Demand Members are permitted to sell their Registrable Securities without registration

pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer

thereunder (such period of effectiveness, the "Shelf Period").

(c) At any time that a Shelf Registration Statement covering Registrable

Securities pursuant to this Section 3.1 is effective, if any Demand Member hereto delivers a notice to the

Company (a "Shelf Take-Down Notice") stating that such Shareholder intends to effect an offering of all

or part of the Registrable Securities included by such Shareholder on the Shelf Registration Statement (a

"Shelf Offering") and stating the dollar amount of the Registrable Securities to be included in such Shelf

Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be

-2-

PALOALTO:54549.14
necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be

distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice (taking into

account, in the case of any underwritten public Shelf Offering, the inclusion of Other Securities by any

other Persons).

(d) The number of Shelf Offerings with respect to any Demand Member in

any 12-month period shall not exceed one and the number of Shelf Offerings together with any Demand

Registrations with respect to any Demand Member in any 12-month period shall not exceed two. A

Demand Member shall not be entitled to initiate a Shelf Offering unless such Demand Member has

requested to offer in such Shelf Offering either (i) together with all other Persons, Registrable Securities

having an aggregate principal amount of at least $50,000,000 or (ii) all of the Registrable Securities then

held by such Demand Member. The aggregate number of Shelf Registration Statements and Demand

Registration Statements the Company shall be obligated to file under this Agreement shall not exceed ten

(10), it being understood that the number of takedowns under any such Shelf Registration Statement shall

be unlimited. No Shelf Offering shall be required to be made by the Company for any Demand Member

if it is within six (6) months of another registration that included such Demand Member's Registrable

Securities.

(e) A Demand Member may withdraw its Registrable Securities from a Shelf

Offering at any time by providing the Company with written notice. Upon receipt of such written notice,

the Company shall cease all efforts to secure registration, so long as all other Demand Members have

similarly withdrawn their Registrable Securities from the Shelf Offering; provided, however, that such a

withdrawn registration shall nonetheless be deemed a Shelf Offering for all purposes hereunder unless

(i) the withdrawal is made following the occurrence of a Material Adverse Change not known to such

Demand Member at the time of the Shelf-Take Down Notice, (ii) the withdrawal is made because the

registration would require the Company to make an Adverse Disclosure or (iii) the Demand Member

requesting the withdrawal has paid or reimbursed the Company for all of the reasonable out-of-pocket

fees and expenses incurred by the Company in the preparation, filing and processing of the registration

withdrawn with respect to such withdrawing Demand Member.

(f) The Company shall, from time to time, supplement and amend the Shelf

Registration Statement if required by the Securities Act, including the rules, regulations or instructions

applicable to the registration form used by the Company for such Shelf Registration Statement.

(g) If an underwritten public Shelf Offering is subject to an Offering

Limitation, then there shall be included in such offering: (i) first, the dollar amount of Registrable

Securities requested to be included in such registration by the one or more Demand Members, and such

dollar amount of securities shall be allocated for inclusion pro rata and without priority among the

Demand Members on the basis of the dollar amount of such securities of the Company owned by each

such Demand Member, (ii) second, the dollar amount ofRegistrable Securities requested to be included in

such registration by the Company that in the opinion of the managing or lead underwriter(s) selected by

the Company can be sold without adversely affecting the size, price, timing, distribution or marketability

of such offering of the securities referred to in clause (i) above or the price, timing, distribution or

marketability of such offering of the securities referred to in this clause (ii), and (iii) third, the dollar

amount of any Other Securities requested to be included therein by the holders thereof that in the opinion

of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting

the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses

(i) or (ii) above or the price, timing, distribution or marketability of such offering of the securities referred

to in this clause (iii), and such dollar amount of securities shall be allocated for inclusion Pill rata and

without priority among the holders of all such securities on the basis of the dollar amount of such

securities of the Company owned by each such holder.

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(h) In connection with an underwritten public Shelf Offering, the Company

shall have the right to select one or more nationally recognized underwriters as the lead or managing

underwriters of such Shelf Offering, who shall be reasonably acceptable to the Demand Members, and the

Demand Members shall have the right to select one or more nationally recognized co-managers (which,

for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or

otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering

circular or other similar document, with respect to such Shelf Offering) of such Shelf Offering, who shall

be reasonably acceptable to the Company. In connection with any such underwritten public Shelf

Offering, the Demand Members and the Company agree that they will each enter into a customary

underwriting agreement with the underwriters selected pursuant to the preceding sentence, such

underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Demand

Members and the underwriters (it being understood that no Demand Member shall be required to make

any representations and warranties other than with respect to itself, its ownership of the Registrable

Securities and its intended method of distribution thereof and shall not be required to provide an

indemnity other than with respect to information it provides to the Company in writing expressly for use

in such underwritten Shelf Offering, and any such indemnity shall be limited in amount to the net

proceeds of such Shelf Offering actually received by such Demand Member). The Demand Members and

the Company agree that all decisions under this Section 3.1 regarding whether an Offering Limitation is

necessary (and any related determinations pursuant to clause (ii) or (iii) of Section 3.l(g» shall be made

in the sole discretion of the managing or lead underwriter(s) selected by the Company.

Section 3.2 Demand Registration.

(a) At any time on or after the Registration Trigger, one or more Demand

Members (the "Requesting Demand Members") shall have the right by delivering a written notice to the

Company (a "Demand Notice") to require the Company to, pursuant to the terms of this Agreement,

register under and in accordance with the provisions of the Securities Act the number of Registrable

Securities Beneficially Owned by each such Requesting Demand Member and requested by such Demand

Notice to be so registered (a "Demand Registration"); provided, however, that (i) until six months

following the consummation of an lPO, a Demand Notice will be effective only if delivered by either (x)

one or more Demand Members (other than Fiat) holding 10% or more of the Equity Securities in the

Company or (y) both of US Treasury and Canada; (ii) the number of Demand Registrations with respect

to any Demand Member in any 12-month period shall not exceed one and (iii) the number of Demand

Registrations together with any Shelf Offerings with respect to any Demand Member in any 12-month

period shall not exceed two. The Company shall not be required to register the Registrable Securities

requested by the Demand Notice unless a Requesting Demand Member has requested to include in such

Demand Registration either (i) together with all other Requesting Demand Members, Registrable

Securities having an aggregate principal amount of at least $50,000,000 or (ii) all of the Registrable

Securities then held by such Requesting Demand Member. The aggregate number of Demand

Registrations that may be requested by (i) the VEBA shall not exceed five (5) and (ii) the other Demand

Members (excluding the VEBA) under this Agreement, combined, shall not exceed five (5). No Shelf

Offering or Demand Registration shall be required to be made by the Company if it is within six (6)

months of another registration that included such Requesting Demand Member's Registrable Securities.

The Demand Notice shall also specify the expected method or methods of disposition of the applicable

Registrable Securities.

(b) Subject to Section 3.4, following receipt of a Demand Notice, the

Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, a Registration

Statement relating to the offer and sale of the Registrable Securities requested to be included therein by

the Requesting Demand Members (and any Other Securities requested to be included therein by the

holders thereof) in accordance with the methods of distribution elected by the Requesting Demand

Members in the Demand Notice (a "Demand Registration Statement") and shall use its reasonable best

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PALOALTO:54549.14
efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly

as practicable after the filing thereof.

(c) Each Requesting Demand Member may withdraw its Registrable

Securities from a Demand Registration at any time by providing the Company with written notice. Upon

receipt of such written notice, the Company shall cease all efforts to secure registration, so long as all

other Demand Members have similarly withdrawn their Registrable Securities from the Demand

Registration; provided, however, any such withdrawal from a Demand Registration shall nonetheless be

deemed a Demand Registration for all purposes hereunder unless (i) the withdrawal is made following the

occurrence of a Material Adverse Change not known to the Requesting Demand Member at the time of

the Demand Notice, (ii) the withdrawal is made because the registration would require the Company to

make an Adverse Disclosure or (iii) the Requesting Demand Member requesting such withdrawal has

paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the

Company in the preparation, filing and processing of the withdrawn registration with respect to such

withdrawing Requesting Demand Member.

(d) If any of the Registrable Securities to be registered pursuant to a Demand

Registration Statement are to be sold in an underwritten public offering, and such offering is subject to an

Offering Limitation, then there shall be included in such offering: (i) first, the dollar amount of the

Registrable Securities requested to be included in such registration by the Requesting Demand Members,

and such dollar amount ofRegistrable Securities shall be allocated for inclusion pro rata and without

priority among the Requesting Demand Members on the basis of the dollar amount of such Registrable

Securities owned by each such Requesting Demand Member, (ii) second, the dollar amount of the

Registrable Securities requested to be included in suc\! registration by the Company that in the mutual

opinion of one underwriter selected by the Company and one underwriter selected by the Requesting

Demand Members can be sold without adversely affecting the price, timing, distribution or marketability

of such offering of the securities referred to in clause (i) above and (iii) third, the dollar amount of any

Other Securities requested to be included therein by the holders thereof that in the opinion of the

managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the

size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i)

or (ii) above or the price, timing, distribution or marketability of such offering of the securities referred to

in this clause (iii), and such dollar amount of securities shall be allocated for inclusion P!Q rata and

without priority among the holders of all such securities on the basis of the dollar amount of such

securities of the Company owned by each such holder.

(e) In connection with any underwritten public offering pursuant to a

Demand Registration, the Company shall have the right to select one or more nationally recognized

underwriters as the lead or managing underwriters of such Demand Registration, who shall be reasonably

acceptable to the Requesting Demand Members, and the Requesting Demand Members shall have the

right to select one or more nationally recognized co-managers (which, for avoidance of doubt, shall not be

named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the

cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect

to such Demand Registration) of such Demand Registration, who shall be reasonably acceptable to the

Company. In connection with any such underwritten public offering, the Requesting Demand Members

and the Company agree that they will each enter into a customary underwriting agreement with the

underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably

satisfactory in form and substance to the Company, the Requesting Demand Members and the

underwriters (it being understood that each Requesting Demand Member shall not be required to make

any representations and warranties other than with respect to itself, its ownership of the Registrable

Securities and its intended method of distribution thereof and shall not be required to provide an

indemnity other than with respect to information it provides to the Company in writing expressly for use

in such underwritten public offering pursuant to a Demand Registration, and any such indemnity shall be

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PALOALTO:54549.14
limited in amount to the net proceeds of such underwritten public offering pursuant to a Demand

Registration actually received by such Requesting Demand Member). The Requesting Demand Members

and the Company agree that all decisions under this Section 3.2 regarding whether an Offering Limitation

is necessary (and any related determinations pursuant to clause (iii) of Section 3.2(d), other than any

determination under clause (ii) of Section 3.2(d). which shall be made in the sole discretion of one

underwriter selected by the Requesting Demand Members and one underwriter selected by the Company).

Section 3.3 Piggyback Registration.

(a) If, following the occurrence of the Registration Trigger, the Company

proposes or is required to file a registration statement under the Securities Act with respect to an offering

of Equity Securities solely for its own account (other than (i) a registration statement filed pursuant to

Section 3.1, (ii) a registration statement filed pursuant to Section 3.2, (iii) a registration statement on

Form S-4 or any successor thereto, (iv) a registration statement covering securities convertible into or

exercisable or exchangeable for Equity Securities or (v) a registration statement covering an offering of

securities solely to the existing holders of Company Equity Securities or otherwise in connection with any

offer to exchange securities), then the Company shall give prompt written notice of such proposed filing

at least 20 days before the anticipated filing date (the "Piggyback Notice") to each Shareholder. The

Piggyback Notice shall offer each Shareholder the opportunity to include in such registration statement

the number of Registrable Securities (for purposes of Section 3.3, "Registrable Securities" shall be

deemed to mean solely securities substantially similar to those proposed to be offered by the Company for

its own account) as they may request (a "Piggyback Registration"). Subject to Section 3.3(b), the

Company shall include in each such Piggyback Registration all Registrable Securities with respect to

which the Company has received written requests for inclusion therein within 15 days after notice has

been given to each Shareholder.

(b) If any of the Registrable Securities to be registered pursuant to the

registration giving rise to each Shareholder's rights under this Section 3.3 are to be sold in an

underwritten public offering, each Shareholder shall be permitted to include all Registrable Securities

requested to be included in such registration in such offering on the same terms and conditions as any

other Registrable Securities, if any, of the Company included therein; provided that if such offering is

subject to an Offering Limitation, then there shall be included in such offering: (i) first, the dollar amount

of securities of any holder of Other Securities who has initiated the Piggyback Registration pursuant to

any contractual registration rights with the Company, (ii) second, the dollar amount of securities the

Company proposes to sell that in the opinion ofthe managing or lead underwriter(s) selected by the

Company can be sold without adversely affecting the size, price, timing, distribution or marketability of

such offering of the securities referred to in clause (i) above or the price, timing, distribution or

marketability of such offering of the securities referred to in this clause (ii), and (iii) third, the dollar

amount ofRegistrable Securities requested to be included in such registration by each participating

Demand Member (and any Other Securities requested to be included therein by the holders thereof) that

in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without

adversely affecting the size, price, timing, distribution or marketability of such offering of the securities

referred to in clauses (i) or (ii) above or the price, timing, distribution or marketability of such offering of

the securities referred to in this clause (iii), and such dollar amount of securities shall be allocated for

inclusion P!.Q rata and without priority among the holders of all such securities (including the Registrable

Securities of each Demand Member) on the basis of the dollar amount of such securities of the Company

owned by each such holder.

(c) The Company may select, in its sole discretion, one or more underwriters

to administer any offering of Registrable Securities pursuant to a Piggyback Registration. In connection

with any underwritten public offering pursuant to a Piggyback Registration, each participating

Shareholder agrees to enter into a customary underwriting agreement with the Company and the

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PALOALTO:54549.14
underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably

satisfactory in form and substance to the Company, the participating Shareholders and the underwriters (it

being understood that each participating Shareholder shall not be required to make any representations

and warranties other than with respect to itself, its ownership of the Registrable Securities and its intended

method of distribution thereof and shall not be required to provide an indenmity other than with respect to

information it provides to the Company in writing expressly for use in such Piggyback Registration, and

any such indenmity shall be limited in amount to the net proceeds of such Piggyback Registration actually

received by such participating Shareholder). Each participating Shareholder and the Company agree that

all decisions under this Section 3.3 regarding whether an Offering Limitation is necessary (and any

related determinations pursuant to clause (ii) or (iii) of Section 3.3Cb» shall be made in the sole discretion

of the managing or lead underwriter(s) selected by the Company.

(d) In the event that the Company gives each Shareholder notice of its

intention to effect an offering pursuant to a Piggyback Registration and subsequently declines to proceed

with such offering, the participating Shareholders shall have no rights in connection with such offering;

provided, however, that at the request of any Shareholder, the Company shall proceed with such offering,

subject to the other terms of this Agreement, with respect to the Registrable Securities, which registration

shall be deemed to be a Demand Registration for all purposes hereunder. Each participating Shareholder

shall participate in any offering of Registrable Securities pursuant to a Piggyback Registration in

accordance with the same plan of distribution for such Piggyback Registration as the Company or the

holder or holders of Registrable Securities (or similar Equity Securities) that proposed such Piggyback

Registration, as the case may be.

(e) No registration ofRegistrable Securities effected pursuant to a request

under this Section 3.3 shall be deemed to have been effected pursuant to Section 3.1 and Section 3.2 or

shall relieve the Company of its obligations under Section 3.1 or Section 3.2.

Section 3.4 Postponement of Registration. Notwithstanding anything to the contrary

in Section 3.1, Section 3.2 or Section 3.3 , the Company may postpone the filing or effectiveness of any

Demand Registration Statement, Shelf Registration Statement or Piggyback Registration, or suspend the

use of any Demand Registration Statement, Shelf Registration Statement or Piggyback Registration, at

any time if the Company determines, in its sole discretion, that such action or proposed action (i) would

adversely affect or interfere with any proposal or plan by the Company or any of its Affiliates to engage

in any material financing or in any material acquisition, merger, consolidation, tender offer, business

combination, securities offering or other material transaction or (ii) would require the Company to make

an Adverse Disclosure; provided, however, that the Company will not exercise its rights of postponement

with respect to a Demand Registration Statement or ShelfRegistration Statement pursuant to this

Section 3.4 for more than 180 days (which need not be consecutive) in any consecutive l2-month period.

The Company shall promptly notify all Shareholders of any postponement pursuant to this Section 3.4

and the Company agrees that it will terminate any such postponement with respect to a Demand

Registration Statement or Shelf Registration Statement as promptly as reasonably practicable and will

promptly notify each Shareholder of such termination. In making any such determination to initiate or

terminate a postponement, the Company shall not be required to consult with or obtain the consent of any

Shareholder or any investment manager therefor (including the VEBA), and any such determination shall

be in the sole discretion of the Company, and no Shareholder nor any investment manager for any

Shareholder (including the VEBA) shall be responsible or have any liability therefor.

Section 3.5 Lock-Up Period.

(a) Each Shareholder agrees, in connection with any underwritten public

offering in which such Shareholder is eligible to and has elected to include Registrable Securities, or

which underwritten public offering of Equity Securities substantially similar to the Registrable Securities

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PALOALTO:54549.14
is being effected by the Company for its own account, not to effect any public sale or distribution of any

Registrable Securities (or similar Company Equity Securities) (or securities convertible into or

exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities» for its

own account (except as part of such underwritten public offering) during the initial period commencing

on, and continuing for not more than 90 days (or such shorter period as the managing or lead

underwriter(s) selected by the Company may permit) after the effective date of the registration statement

of the Company under the Securities Act pursuant to which such underwritten offering shall be made or,

in the case of a registration statement of the Company under the Securities Act that contemplates an

offering to be made on a continuous or delayed basis pursuant to Rule 415 thereunder, the period

commencing on, and continuing for not more than 90 days (or such shorter period as the managing or lead

underwriter(s) selected by the Company may permit) after the Company's notice of a distribution in

connection with such offering (each such 90-day period, or such shorter period as the managing or lead

underwriter(s) selected by the Company may permit, the "Initial Lock-up Period"); provided, however,

that such Initial Lock-Up Period may be extended at the discretion of the managing or lead underwriter(s)

selected by the Company if (i) during the last 17 days of the Initial Lock-Up Period, the Company

releases earnings results or announces material news or a material event or (ii) prior to the expiration of

the Initial Lock-Up Period, the Company announces that it will release earnings results during the IS-day

period following the last day of the Initial Lock-Up Period; and provided further, that in the case of either

(i) or (ii), the managing or lead underwriter may extend such Initial Lock-Up Period until the expiration

of the 18-day period beginning on the date of release of the earnings results or the announcement of the

material news or material event, as applicable. The Company will provide written notice of any event

that would result in an extension of the Initial Lock-Up Period pursuant to the previous sentence to each

Shareholder. The sum of all lockup periods under this Section 3.5Cal shall not exceed 220 days in any

given 12-month period and any applicable lockup period shall terminate on such earlier date as the

Company gives notice to such Shareholder that the Company declines to proceed with any such offering.

(b) In connection with any underwritten public offering made pursuant to a

Registration Statement filed pursuant to Section 3.1 or Section 3.2, the Company will not effect any

public sale or distribution of any Registrable Securities (or similar Company Equity Securities) (or

securities convertible into or exchangeable or exercisable for Registrable Securities (or similar Company

Equity Securities)) for its own account (other than (x) a Registration Statement (i) on Form S-4 or any

successor form thereto or (ii) filed solely in connection with an exchange offer or (y) pursuant to such

underwritten offering), during the period commencing on, and continuing for not more than 180 days (or

such shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the

effective date of the registration statement of the Company under the Securities Act pursuant to which

such underwritten offering shall be made or, in the case of a registration statement of the Company under

the Securities Act that contemplates an offering to be made on a continuous or delayed basis pursuant to

Rule 415 thereunder, the period commencing on, and continuing for not more than 180 days (or such

shorter period as the managing or lead underwriter(s) selected by the Company may permit) after the

Company's notice of a distribution in connection with such offering, or, in either case, on such earlier

date as the Demand Member or the Requesting Demand Member, as applicable, gives notice to the

Company that it declines to proceed with any such offering, provided, however, that such 180-day period

may be extended at the discretion of the managing or lead underwriter(s) selected by the Company if

(i) during the last 17 days of the 180-day period, the Company releases earnings results or announces

material news or a material event or (ii) prior to the expiration of the 180-day period, the Company

announces that it will release earnings results during the IS-day period following the last day of the 180-

day period; and provided further, that in the case of either (i) or (ii), the managing or lead underwriter

may extend such period until the expiration of the 18-day period beginning on the date of release of the

earnings results or the announcement of the material news or material event, as applicable. The

provisions of the prior sentence shall not apply to (i) the issuance of Registrable Securities (or similar

Company Equity Securities) upon the conversion, exercise or exchange, by the holder thereof, of options,

warrants or other securities convertible into or exercisable or exchangeable for Registrable Securities (or

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PALOALTO:54549.14
similar Company Equity Securities) pursuant to the terms of such options, warrants or other securities,

and (ii) pursuant to the terms of any other agreement to issue Registrable Securities (or similar Company

Equity Securities) (or any securities convertible into or exchangeable or exercisable for Registrable

Securities (or similar Company Equity Securities» in effect on the date of the notice of a proposed

Transfer. Notwithstanding the foregoing, the provisions of this Section 3.5 shall be subject to the

provisions of Section 3.4, and if the Company exercises its rights of postponement pursuant to Section 3.4

with respect to any proposed underwritten public offering, the provisions of this Section 3.5 shall not

apply unless and until such time as the Company notifies the Demand Member or the Requesting Demand

Member, as applicable, of the termination of such postponement and the Demand Member or the

Requesting Demand Member, as applicable, notifies the Company of its intention to continue with such

proposed offering.

Section 3.6 No Inconsistent Agreements. Nothing herein shall restrict the authority

of the Company to grant to any Person rights to obtain registration under the Securities Act of any

securities of the Company, or any securities convertible into or eXChangeable or exercisable for such

securities; provided, however, that the Company shall not grant any such rights with respect to the

Registrable Securities (or similar Company Equity Securities) or securities convertible into or

exchangeable or exercisable for Registrable Securities (or similar Company Equity Securities) that

conflict with the rights of the Demand Members under this Agreement other than by operation of the

allocation provisions of Sections 3.\(gl, 3.2(dl and 3.3(bl.

Section 3.7 Registration Procedures.

(a) If and whenever the Company is required to effect the registration of any

Registrable Securities under the Securities Act as provided in this Article III, the Company shall effect

such registration to permit the sale of such Registrable Securities in accordance with the intended method

or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the

securities and shall, as expeditiously as possible:

(i) Prepare and file with the SEC a Registration Statement or

Registration Statements on such form which shall be available for the sale of the Registrable

Securities covered thereby by the holders of such Registrable Securities or the Company in

accordance with the intended method or methods of distribution thereof, and use its reasonable

best efforts to cause such Registration Statement to become effective and to remain effective as

provided herein; provided, however, that before filing a Registration Statement or Prospectus

(including any Issuer Free Writing Prospectus related thereto) or any amendments or supplements

thereto, the Company shall furnish or otherwise make available to the Demand Members, the

counsel representing the Demand Members, selected in accordance with Section 3.12 (the

"Demand Members' Counsel"), and the managing or lead underwriter(s), if any, copies of all

such documents proposed to be filed, which documents will be subject to the reasonable review

and comment of the Demand Members' Counsel (provided that any comments made on behalf of

the Demand Members and the managing or lead underwriter(s), if any, are provided to the

Company promptly upon receipt of the documents but in no event later than 5 calendar days after

receipt of such documents by the Demand Members), and such other documents reasonably

requested by the Demand Members' Counsel, including any comment letter from the SEC, and, if

requested by the Demand Members' Counsel, provide the Demand Members' Counsel reasonable

opportunity to participate in the preparation of such Registration Statement and each Prospectus

included therein (including any Issuer Free Writing Prospectus related thereto) and such other

opportunities to conduct a reasonable investigation within the meaning of the Securities Act,

including reasonable access to the Company's books and records, officers, accountants and other

advisors. The Company shall not file any such Registration Statement or Prospectus (including

any Issuer Free Writing Prospectus related thereto) or any amendments or supplements thereto

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PALOALTO:54549.I4
with respect to any registration pursuant to Section 3.1 or Section 3.2 to which the Demand

Members, Demand Members' Counsel, or the managing or lead underwriter(s), if any, shall

reasonably object, in writing, on a timely basis, unless, in the Company's judgment, such filing is

necessary to comply with applicable Law.

(ii) Prepare and file with the SEC such amendments and posteffective amendments to each Registration Statement as may be reasonably requested by the

Demand Members or Demand Members' Counsel, or necessary to keep such Registration

Statement continuously effective during the period provided herein and comply in all material

respects with the provisions of the Securities Act with respect to the disposition of all securities

covered by such Registration Statement, and cause the related Prospectus to be supplemented by

any Prospectus supplement or Issuer Free Writing Prospectus as may be necessary to comply with

the provisions of the Securities Act with respect to the disposition of the securities covered by

such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 or Rule

433, as applicable (or any similar provisions then in force) under the Securities Act.

(iii) Notify each selling holder of Registrable Securities and the

managing or lead underwriter(s), if any, promptly (A) when a Prospectus or any Prospectus

supplement, Issuer Free Writing Prospectus or post-effective amendment has been filed, and, with

respect to a Registration Statement or any post-effective amendment, when the same has become

effective, (B) of any request by the SEC or any other Governmental Entity for amendments or

supplements to a Registration Statement or related Prospectus or Issuer Free Writing Prospectus

or for additional information, (C) of the issuance by the SEC of any stop order suspending the

effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (D)

if at any time the representations and warranties of the Company contained in any agreement

(including any underwriting agreement contemplated by Section 3.7(al(xiil below) cease to be

true and correct, (E) of the receipt by the Company of any notification with respect to the

suspension of the qualification or exemption from qualification for sale in any jurisdiction of any

of the Registrable Securities covered by a Registration Statement, or the initiation or threatening

of any proceeding for such purpose, and (F) of the happening of any event that makes any

statement made in such Registration Statement or related Prospectus or Issuer Free Writing

Prospectus untrue in any material respect or that requires the making of any changes in such

Registration Statement, Prospectus, or Issuer Free Writing Prospectus so that, in the case of the

Registration Statement, it will not contain any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary to make the statements therein not

misleading, and that in the case of any Prospectus or Issuer Free Writing Prospectus, it will not

contain any untrue statement of a material fact or omit to state any material fact necessary in

order to make the statements therein, in light of the circumstances under which they were made,

not misleading.

(iv) Use its reasonable best efforts to obtain the withdrawal of any

order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of

the qualification (or exemption from qualification) of any of the Registrable Securities covered by

such Registration Statement for sale in any jurisdiction at the reasonably earliest practical date.

(v) Ifrequested by the managing or lead underwriter(s), if any, or

the Demand Members' Counsel, promptly include in a Prospectus supplement, post-effective

amendment or Issuer Free Writing Prospectus such information as the managing or lead

underwriter(s), if any, or the Demand Members' Counsel may reasonably request in order to

permit the intended method of distribution of such securities and make all required filings of such

Prospectus supplement, such post-effective amendment or Issuer Free Writing Prospectus as soon

as practicable after the Company has received such request.

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PALOALTO:54549.14
(vi) Furnish or make available to each selling holder of Registrable

Securities, and managing or lead underwriter(s), if any, without charge, such number of

conformed copies of the Registration Statement and each post-effective amendment thereto,

including financial statements (but excluding schedules, all documents incorporated or deemed to

be incorporated therein by reference, and all exhibits, unless requested in writing by a selling

holder of Registrable Securities, the Demand Members' Counselor managing or lead

underwriter(s)), and such other documents, as any selling holder of Registrable Securities or such

managing or lead underwriter(s) may reasonably request, and upon request a copy of any and all

transmittal letters or other correspondence to or received from the SEC or any other

Governmental Entity relating to such offering.

(vii) Deliver to each selling holder of Registrable Securities, and the

managing or lead underwriter(s), if any, without charge, as many copies of the Prospectus or

Prospectuses (including each form of Prospectus and any Issuer Free Writing Prospectus related

to any such Prospectuses) and each amendment or supplement thereto as such Persons may

reasonably request in connection with the distribution of the Registrable Securities covered

thereby; and the Company, subject to Section 3.7(b), hereby consents to the use of such

Prospectus and each amendment or supplement thereto by each of the selling holders of

Registrable Securities and the managing or lead underwriter(s), if any, in connection with the

offering and sale of the Registrable Securities covered by such Prospectus and any such

amendment or supplement thereto.

(viii) Prior to any public offering of Registrable Securities covered by

a Registration Statement, use its reasonable best efforts to register or qualify or cooperate with the

selling holders of Registrable Securities, the managing or lead underwriter(s), if any, and their

respective counsel in connection with the registration or qualification (or exemption from such

registration or qualification) of such Registrable Securities for offer and sale under the securities

or "Blue Sky" laws of such jurisdictions within the United States as any seller or managing or

lead underwriter(s) reasonably requests in writing and to keep each such registration or

qualification (or exemption therefrom) effective during the period such Registration Statement is

required to be kept effective and to take any other action that may be necessary or advisable to

enable the selling holders ofRegistrable Securities to consummate the disposition of such

Registrable Securities in such jurisdiction; provided, however, that the Company will not be

required to (i) qualify geuerally to do busiuess iu auy jurisdictiou where it is uot then so qualified

or (ii) take any action that would subject it to general service of process in any such jurisdiction

where it is not then so subject.

(ix) Cooperate with the selling holders of Registrable Securities and

the managing or lead underwriter(s), if any, to facilitate the timely preparation and delivery of

certificates (not bearing any legends) representing the Registrable Securities covered by a

Registration Statement to be sold after receiving a written representation from each selling holder

ofRegistrable Securities that such Registrable Securities represented by such certificates so

delivered by each selling holder of Registrable Securities will be transferred in accordance with

such Registration Statement, and enable such Registrable Securities to be in such denominations

and registered in such names as the managing or lead underwriter(s), if any, or each such selling

holder of Registrable Securities may request at least two (2) Business Days prior to any sale of

such Registrable Securities.

(x) Upon the occurrence of any event contemplated by

Section 3.7(a)(iii)(B) through Section 3.7(a)(iii)(F), at the request of any selling holder of

Registrable Securities, prepare and file with the SEC a supplement or post-effective amendment

to the Registration Statement, Prospectus or Issuer Free Writing Prospectus so that, as thereafter

-1IPALOALTO:54549.14
delivered to the purchasers of the Registrable Securities covered thereby, such Prospectus will not

contain an untrue statement of a material fact or omit to state any material fact necessary to make

the statements therein, in light of the circumstances in which they are made, not misleading.

(xi) Provide and cause to be maintained a transfer agent and registrar

for all Registrable Securities covered by a Registration Statement from and after a date not later

than the effective date of such Registration Statement.

(xii) Enter into such agreements (including an underwriting

agreement in form, scope and substance as is customary in underwritten offerings) and take all

such other actions reasonably requested by any Demand Member or by the managing or lead

underwriter(s), if any, to expedite or facilitate the disposition of the Registrable Securities

covered by a Registration Statement, and in connection therewith, whether or not an underwriting

agreement is entered into and whether or not the registration is an underwritten registration, (i)

make such representations and warranties to each Demand Member and the managing or lead

underwriter(s), if any, with respect to the business of the Company and its Subsidiaries, and the

Registration Statement, Prospectus and documents, if any, incorporated or deemed to be

incorporated by reference therein, in each case, in form, substance and scope as are customarily

made by issuers in underwritten offerings, and, if true, confirm the same if and when requested,

(ii) use its reasonable best efforts to furnish to each Demand Member opinions of counsel to the

Company and updates thereof (which counsel and opinions (in form, scope and substance) shall

be reasonably satisfactory to the managing or lead underwriter(s), if any, and the Demand

Members' Counsel), addressed to each Demand Member and each of the managing or lead

underwriter(s), if any, covering the matters customarily covered in opinions requested in

underwritten offerings and such other matters as may be reasonably requested by the Demand

Members' Counsel and managing or lead underwriter(s), (iii) use commercially reasonable efforts

to obtain "cold comfort" letters and updates thereof from the independent registered public

accounting firm of the Company (and, if necessary, any other independent registered public

accounting firm of any Subsidiary of the Company or of any business acquired by the Company

for which financial statements and financial data are, or are required to be, included in the

Registration Statement) who have certified the financial statements included in such Registration

Statement, addressed to each Demand Member (unless such firm shall be prohibited from so

addressing such letters by applicable accounting standards or the policies of such firm) and each

of the managing or lead underwriter(s), if any, such letters to be in customary form and covering

matters of the type customarily covered in "cold comfort" letters in connection with underwritten

offerings, (iv) if an underwriting agreement is entered into, the same shall contain

indemnification provisions and procedures substantially to the effect set forth in Article IV hereof

with respect to all parties to be indemnified pursuant to said Article except as otherwise agreed by

the Demand Members and the managing or lead underwriter(s) and (v) deliver such documents

and certificates as may be reasonably requested by the Demand Members, the Demand Members'

Counsel and the managing or lead underwriter(s), if any, to evidence the continued validity of the

representations and warranties made pursuant to clause (i) above and to evidence compliance

with any customary conditions contained in the underwriting agreement or other agreement

entered into by the Company. The above shall be done at each closing under such underwriting

or similar agreement, or as and to the extent required thereunder.

(xiii) Upon execution of a customary confidentiality agreement, make

available for inspection by a Representative of a Demand Member, the managing or lead

underwriter(s), if any, and any attorneys, accountants or other agents or Representatives retained

by Demand Members or managing or lead underwriter(s), at the offices where normally kept,

during reasonable business hours, financial and other records, pertinent corporate documents and

properties of the Company and its Subsidiaries, and cause the officers, directors and employees of

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PALOALT0:54549.14
the Company and its Subsidiaries to supply all information in each case reasonably requested by

any such Representative, managing or lead underwriter(s), attorney, accountant or

Representatives in connection with such Registration Statement.

(xiv) Otherwise use its reasonable best efforts to comply with all

applicable rules and regulations of the SEC and any applicable national securities exchange, and

make available to each selling holder of Registrable Securities, as soon as reasonably practicable

(but not more than 18 months) after the effective date of the Registration Statement, an earnings

statement which shall satisfy the provisions of Section II(a) of the Securities Act.

(xv) Use its reasonable best efforts to have the Registrable Securities

listed on the stock exchangers) or inter-dealer quotation system on which the Company Equity

Securities are listed.

(b) Each of the parties hereto will treat all notices of proposed Transfers and

registrations, and all information relating to any blackout periods under Section 3.4 received from the

other party with the strictest confidence (and in accordance with the terms of any applicable

confidentiality agreement among the Company and each selling holder of Registrable Securities) and will

not disseminate such information. Nothing herein shall be construed to require the Company or any of its

Affiliates to make any public disclosure of information at any time. In the event the Company has

notified any selling holder of Registrable Securities of any occurrence of any event contemplated by

Section 3.7(a)(iii)(B) through Section 3.7(a)(iii)(F), then such selling holder of Registrable Securities

shall not deliver such Prospectus or Issuer Free Writing Prospectus to any purchaser and will forthwith

discontinue disposition of any Registrable Securities covered by such Registration Statement, Prospectus

or Issuer Free Writing Prospectus unless and until a supplement or post-effective amendment to such

Prospectus or Issuer Free Writing Prospectus has been prepared and filed as set forth in Section 3.7(a)(x)

or until the Company advises such selling holder of Registrable Securities in writing that the use of such

Prospectus or Issuer Free Writing Prospectus may be resumed.

(c) Each selling holder of Registrable Securities shall cooperate with the

Company in the preparation and filing of any Registration Statement under the Securities Act pursuant to

this Agreement and provide the Company with all information reasonably necessary to complete such

preparation as the Company may, from time to time, reasonably request in writing and the Company may

exclude from such registration the Registrable Securities of any selling holder ofRegistrable Securities if

such selling holder unreasonably fails to furnish such information within a reasonable time after receiving

such request.

Section 3.8 Participation in Underwritten Transfers.

(a) In the case of an underwritten offering made pursuant to a Registration

Statement filed pursuant to Section 3.1 or Section 3.2, the price, underwriting discount and other financial

terms for the Registrable Securities covered by the related underwriting agreement, and set forth therein,

shall be determined by the Demand Member or the Requesting Demand Member, as applicable. In the

case of any underwritten offering registered pursuant to the registration giving rise to registration rights

under Section 3.3, such price, underwriting discount and other financial terms shall be determined by the

Company, subject to the right of any selling holder ofRegistrable Securities to withdraw its request to

participate in the registration pursuant to Section 3.3(a).

(b) A holder ofRegistrable Securities may not participate in any

underwritten Transfers hereunder unless it (i) agrees to sell its securities on the basis provided in any

customary underwriting arrangements approved by the Person or Persons entitled hereunder to approve

such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,

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PALOALTO:54549.14
underwriting agreements, custodian agreements and other documents customarily required under the

terms of such underwriting arrangements, it being understood that a selling holder ofRegistrable

Securities shall not be required to make any representations and warranties other than with respect to

itself, its ownership of the Registrable Securities included in such Transfers and its intended method of

distribution thereof and shall not be required to provide an indemnity other than with respect to

information it provides to the Company in writing expressly for use in such underwritten Transfer, and

any such indenrnity shall be limited in amount to the net proceeds of such underwritten Transfer actually

received by such selling holder of Registrable Securities.

Section 3.9 Cooperation by Management. The Company shall make available

members of the management ofthe Company or the applicable Company Subsidiaries for reasonable

assistance in the selling efforts relating to any offering of Registrable Securities covered by a Registration

Statement filed pursuant to this Agreement, to the extent customary for such offering (including, without

limitation, to the extent customary, senior management attendance at due diligence meetings with

prospective investors or underwriters and their counsel and road shows), and for such assistance as is

reasonably requested by any Demand Member or Requesting Demand Member, as applicable, and its

counsel in the selling efforts relating to any such offering; provided, however, that management need only

be made available for one such offering with respect to any Demand Member in any 12-month period.

Section 3.10 Registration Expenses and Legal Counsel. The Company shall pay all

reasonable fees and expenses incident to the performance of or compliance with its obligations under this

Article III, including (i) all registration and filing fees (including fees and expenses (A) with respect to

filings required to be made with all applicable securities exchanges and/or the Financial Industry

Regulatory Authority, Inc. and (B) of compliance with securities or Blue Sky laws including any fees and

disbursements of counsel for the underwriter(s) in connection with Blue Sky qualifications of the

Registrable Securities pursuant to Section 3.7(a)(viii»), (ii) printing expenses (including expenses of

printing certificates for Registrable Securities covered by a Registration Statement in a form eligible for

deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses

is requested by the managing or lead underwriter(s), if any), (iii) messenger, telephone and delivery

expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) expenses of the

Company incurred in connection with any "road show", (vi) fees and disbursements of the Company's

independent registered public accounting firm (including, without limitation, the expenses of any special

audit and "cold comfort" letters required by or incident to this Agreement) and any other persons,

including special experts, retained by the Company, and (vii) fees up to $250,000 and reasonable

disbursements of one legal counsel for the Demand Members in connection with each registration of

Registrable Securities or sale ofRegistrable Securities under a Shelf Registration Statement, provided that

a registration or sale either is effected or is postponed pursuant to Section 3.4. For the avoidance of

doubt, the Company shall not be required to pay underwriting discounts and commissions and transfer

taxes, if any, relating to the sale or disposition ofRegistrable Securities pursuant to any Registration

Statement, or any other expenses of the selling holders of Registrable Securities. In addition, the

Company shall bear all of its internal expenses (including all salaries and expenses of its officers and

employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses

incurred in connection with the listing of the securities to be registered on any securities exchange or

inter-dealer quotation system on which similar securities issued by the Company are then listed and the

rating agency fees and fees and expenses of any Person, including special experts, retained by the

Company.

Section 3.11 Rule 144, Rule 144A and Regulation S, etc. The Company covenants

that, following the consummation of an lPO, it will file the reports required to be filed by it under the

Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if

the Company is not required to file such reports following the consummation of such lPO, it will, upon

the reasonable request of any holder of Registrable Securities, make publicly available such necessary

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PALOALTO:54549.14
information for so long as necessary to permit sales pursuant to Rule 144, Rule 144A or Regulation S

under the Securities Act) and take any such further action as any holder of Registrable Securities may

reasonably request, all to the extent required from time to time to enable holders of Registrable Securities

to sell Registrable Securities without registration under the Securities Act within the limitation of the

exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules

may be amended from time to time, or (li) any similar rule or regulation hereafter adopted by the SEC.

The Company agrees that, prior to the consummation of an lPO, any holder of Registrable Securities may,

to the extent necessary to permit sales ofRegistrable Securities to an actual or prospective purchaser

pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, provide copies of Company

financial statements in its possession to such actual or prospective purchaser (but only if such purchaser is

not a Competitor or Affiliate thereof), subject to the agreement of such purchaser to comply, as if it were

a holder of Registrable Securities, with any confidentiality obligations of such holder of Registrable

Securities to the Company or any Affiliate thereof with respect to such financial statements.

Section 3.12 Selection of Counsel. In connection with any registration of Registrable

Securities pursuant to Section 3.1 or Section 3.2 in which Fiat proposes to include Registrable Securities,

Fiat shall have the right to select the Demand Members' Counsel to represent all holders of the

Registrable Securities covered by such registration with the consent of the other holders of Registrable

Securities covered by the Registration Statement (such consent not to be unreasonably withheld);

otherwise, the holders of a majority of the Registrable Securities to be included in any such registration

may select the Demand Members' Counsel to represent all holders of Registrable Securities to be

included in any such registration.

ARTICLE IV

INDEMNIFICATION

Section 4.1 Indenmification by the Comoanv. The Company agrees to indenmify

and hold harmless, to the fullest extent permitted by law, each selling holder of Registrable Securities, the

VEBA Holdcos, the investment manager or managers acting on behalf of the selling holders of

Registrable Securities with respect to Registrable Securities covered by a Registration Statement, each

underwriter, Persons, if any, who Control any of them, and each of their respective Representatives (each

an "Indemnitee"), from and against any and all losses, penalties, judgments, suits, costs, claims, damages,

liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses)

("Losses") arising out of or caused by any untrue statement or alleged untrue statement of a material fact

contained in any Registration Statement described herein or any related Prospectus or Issuer Free Writing

Prospectus relating to Registrable Securities (as amended or supplemented if the Company shall have

furnished any amendments or supplements thereto), or arising out of or caused by any omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the statements

therein in the case of the Prospectus, in light of the circumstances in which they were made, not

misleading, except insofar as such Losses arise out of or are caused by any such untrue statement or

omission included or omitted in conformity with information furnished to the Company in writing by

such Indenmitee or any Person acting on behalf of such Indenmitee expressly for use therein; provided,

however, that the foregoing indenmity agreement with respect to any preliminary Prospectuses or Issuer

Free Writing Prospectuses shall not inure to the benefit of such Indenmitee if the Person asserting any

Losses against such Indemnitee purchased Registrable Securities and (i) prior to the time of sale of the

Registrable Securities to such Person (the "Initial Sale Time") the Company shall have notified such

selling holder of Registrable Securities that the preliminary Prospectus or Issuer Free Writing Prospectus

(as it existed prior to the Initial Sale Time) contained an untrue statement of material fact or omitted to

state therein a material fact required to be stated therein in order to make the statements therein not

misleading, (ii) such untrue statement or omission of a material fact was corrected in a preliminary

Prospectus or, where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary

Prospectus or Issuer Free Writing Prospectus was provided to such selling holder of Registrable

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PALOALTO:54549.14
Securities a reasonable amount of time in advance of the Initial Sale Time such that the corrected

preliminary Prospectus or Issuer Free Writing Prospectus could have been provided to such Person prior

to the Initial Sale Time, (iii) such corrected preliminary Prospectus or Issuer Free Writing Prospectus

(excluding any document then incorporated or deemed incorporated therein by reference) was not

conveyed to such Person at or prior to the Initial Sale Time and (iv) such Losses would not have occurred

had the corrected preliminary Prospectus or Issuer Free Writing Prospectus (excluding any document then

incorporated or deemed incorporated therein by reference) been conveyed to such Person as provided for

in clause (iii) above. This indemnity shall be in addition to any liability the Company may otherwise

have under this Agreement or otherwise. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of a selling holder of Registrable Securities or any indemnified

party and shall survive the transfer of Registrable Securities by each selling holder of Registrable

Securities.

Section 4.2 Indemnification by Certain Holders ofRegistrable Securities. Each

selling holder of Registrable Securities other than US Treasury and Canada agrees, to the fullest extent

permitted under applicable law, and each underwriter selected shall agree, severally and not jointly, to

indemnify and hold harmless each of the Company, its directors, officers, employees and agents, and each

Person, if any, who Controls the Company, to the same extent as the foregoing indemnity from the

Company, but only with respect to Losses arising out of or caused by an untrue statement or omission

included or omitted in conformity with information furnished in writing by or on behalf of such selling

holder of Registrable Securities or such underwriter, as the case may be, expressly for use in any

Registration Statement described herein or any related Prospectus or Issuer Free Writing Prospectus

relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished

any amendments or supplements thereto). No claim against the assets of any selling holder of Registrable

Securities that is subject to the indemnification obligations under this Section 4.2 shall be created by this

Section 4.2, except as and to the extent permitted by applicable law. Notwithstanding the foregoing, no

selling holder of Registrable Securities shall be liable to the Company or any such Person for any amount

in excess of the net amount received by such selling holder ofRegistrable Securities from the sale of

Registrable Securities in the offering giving rise to such liability.

Section 4.3 Indemnification Procedures.

(a) In case any claim is asserted or any proceeding (including any

governmental investigation) shall be instituted where indemnity may be sought by an Indemnitee pursuant

to any of the preceding paragraphs of this Article IV, such Indemnitee shall promptly notify in writing the

Person against whom such indemnity may be sought (the "Indemnitor"); provided. however, that the

omission to so notify the Indemnitor shall not relieve the Indemnitor of any liability which it may have to

such Indemnitee except to the extent that the Indemnitor was prejudiced by such failure to notify. The

Indemnitor, upon request of the Indemnitee, shall retain counsel reasonably satisfactory to the Indemnitee

to represent (subject to the following sentences of this Section 4.3(a» the Indemnitee and any others the

Indemnitor may designate in such proceeding and shall pay the fees and disbursements of such counsel

related to such proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own

counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless

(i) the Indemnitor and the Indemnitee shall have mutually agreed to the retention of such counsel, (ii) the

Indemnitor fails to take reasonable steps necessary to defend diligently any claim within 10 calendar days

after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed

to take such steps, or (iii) the named parties to any such proceeding (including any impleaded parties)

include both the Indemnitor and the Indemnitee and representation of both parties by the same counsel

would be inappropriate due to actual or potential differing interests or legal defenses between them and,

in all such cases, the Indemnitor shall only be responsible for the reasonable fees and expenses of such

counsel. It is understood that the Indemnitor shall not, in connection with any proceeding or related

proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one

PALOALTO:54549.14
separate law firm (in addition to any local counsel) for all such Indemnitees not having actual or potential

differing interests or legal defenses among them, and that all such fees and expenses shall be reimbursed

as they are incurred. In the case of any such firm for the VEBA Entities or any Control Person of any

such VEBA Entity, such firm shall be designated in writing by the VEBA. The Indemnitor shall not be

liable for any settlement of any proceeding affected without its written consent.

(b) If the indemnification provided for in this Article IV is unavailable to an

Indemnitee in respect of any Losses referred to herein, then the Indemnitor, in lieu of indemnifying such

Indemnitee hereunder, shall contribute to the amount paid or payable by such Indemnitee as a result of

such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitor and the

Indemnitee and Persons acting on behalf of or Controlling the Indemnitor or the Indemnitee in connection

with the statements or omissions or violations which resulted in such Losses, as well as any other relevant

equitable considerations. If the indemnification described in Section 4.1 or Section 4.2 is unavailable to

an Indemnitee, the relative fault of the Company, the Indemnitee and Persons acting on behalf of or

Controlling the Company or the Indemnitee shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to

state a material fact relates to information supplied by the Company, the Indemnitee or by Persons acting

on behalf of the Company or the Indemnitee and the parties' relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission. The Indemnitor shall not

be required to contribute pursuant to this Section 4.3(b1 if there has been a settlement of any proceeding

affected without its written consent. No claim against the assets of the Indemnitee shall be created by this

Section 4.3(bl, except as and to the extent permitted by applicable law. Notwithstanding the foregoing,

the Indemnitee shall not be required to make a contribution in excess of the net amount received by the

Indemnitee from the sale of Registrable Securities in the offering giving rise to such liability.

Section 4.4 Survival. The indemnification contained in this Article IV shall remain

operative and in full force and effect regardless of any termination of this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of the Shareholders. Except as

otherwise specified below, as of the date hereof, each of the Shareholders other than the U.S. Treasury

hereto represents and warrants solely with respect to itself to each of the other Shareholders hereto as

follows:

(a) Due Organization and Good Standing. Each Shareholder that is an

Entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its

organization.

(b) Authority Relative to This AlITeement. Each Shareholder has all

necessary power and authority to execute and deliver this Agreement and to perform its obligations

hereunder. Each Person executing and delivering this Agreement is duly authorized to execute and

deliver this Agreement on behalf of such Shareholder. The execution and delivery of this Agreement by

it has been duly and validly authorized by all requisite action and no other proceedings on its part are

necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered

by it and, assuming the due authorization, execution and delivery by the other Shareholders hereto and the

Company, constitutes a legal, valid and binding obligation of it, subject to bankruptcy, insolvency,

fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or

affecting creditors' rights and to general equity principles.

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(c) No Conflict. The execution, delivery, and performance by it ofthis

Agreement do not and shall not violate any applicable Law or conflict with or constitute a default, breach,

or violation of the terms, conditions, or provisions of any contract, agreement or instrument to which such

Shareholder is subject which would prevent such Shareholder from performing any of its obligations

hereunder or thereunder.

(d) Ownership ofEquity Securities. Each Shareholder is the sole record

owner and a Beneficial Owner of the Company Equity Securities listed beside such Shareholder's name

on the Schedule of Members attached to the Company LLC Agreement and as of the Closing Date, such

Equity Securities are the only securities of the Company and any of its subsidiaries held of record or

beneficially owned (as such term is used in Rule l3d-3 under the Exchange Act) by such Shareholder.

Section 5.2 Representations and Warranties of the Company. Except as otherwise

specified below. as of the date hereof, the Company represents and warrants to each of the Shareholders

as follows:

(a) Due Organization and Good Standing. The Company is duly organized,

validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Authority Relative to This Agreement. The Company has all necessary

power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Each Person executing and delivering this Agreement is duly authorized to execute and deliver this

Agreement on behalf of the Company. The execution and delivery of this Agreement by it has been duly

and validly authorized by all requisite action and no other proceedings on its part are necessary to

authorize this Agreement. This Agreement has been duly and validly executed and delivered by it and,

assuming the due authorization, execution and delivery by the Shareholders, constitutes a legal, valid and

binding obligation of it, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to

general equity principles.

(c) No Conflict. The execution, delivery, and performance by it of this

Agreement do not and shall not violate any applicable Law or conflict with or constitute a default, breach,

or violation of the terms, conditions. or provisions of any contract, agreement or instrument to which the

Company is subject which would prevent the Company from performing any of its obligations hereunder

or thereunder.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Binding Effect; Assignment. This Agreement shall be binding upon and

shall inure to the benefit of and be enforceable by each of the Shareholders and their successors and

permitted assigns. Except for an assignment to a successor trustee or to an investment manager as stated

herein, or to a Controlled Affiliate in connection with a permitted transfer of Membership Interests to

such Person, none of the rights or obligations under this Agreement shall be assigned without the consent

of the other parties hereto. Notwithstanding anything in this Agreement to the contrary, each of the US

Treasury and Canada shall only be bound by this agreement in its capacity as a Shareholder and nothing

in this Agreement shall be binding on or create any obligation on the part of the either US Treasury or

Canada in any other capacity or any branch of the United States or Canadian Government, as applicable,

or subdivision thereof.

Section 6.2 Termination. This Agreement shall be terminated with respect to a

particular Shareholder (a "Terminated Shareholder") in the following circumstances; provided, that

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ARTICLE IV and ARTICLE VI will survive any such termination and such Terminated Shareholder will

continue to be bound by such Sections:

(a) This Agreement may be terminated with the respect to all Shareholders

with the written approval of all of the Demand Members.

(b) This Agreement shall terminate with respect to Fiat upon a Fiat

Resignation (as defined in the Company LLC Agreement).

(c) This Agreement shall terminate with respect to any Shareholder if such

Shareholder holds less than one (1 %) percent of the outstanding Company Equity Securities or with the

written consent of such Shareholder.

(d) This Agreement shall terminate with respect to all Shareholders upon a

Compelled Sale pursuant to Section 14.4 of the Company LLC Agreement.

(e) Any termination in accordance with this Section 6.2 shall not relieve any

party hereto of any liability for any breach of this Agreement or such provisions that occurred prior to

such termination.

Section 6.3 Amendments and Waivers. Except as otherwise provided herein, the

provisions of this Agreement may not be amended, modified or supplemented except by a writing signed

by the Company and each Demand Member. Any obligation of, or restriction applicable to, the Company

in respect of any Demand Member may be waived by a writing signed by such Demand Member.

Section 6.4 Attorneys' Fees. In any action or proceeding brought to enforce any

provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful

party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys' fees in

addition to any other available remedy.

Section 6.5 Notices. All notices and other communications provided for or permitted

hereunder shall be in writing and, except as specified herein, shall be made by hand delivery, by

registered or certified first-class mail, return receipt requested, overnight courier or facsimile

transmission:

if to the Company:

CHRYSLER GROUPLLC

1000 Chrysler Drive

Auburn Hills, MI 48326

United States of America

Attention: General Counsel

Tel: +1 (248) 512-3984

Fax: +1 (248) 512-1771

if to Fiat:

Fiat S.p.A.

Via Nizza n. 250

10125 Torino

Italy

-19-

PALOALTO:54549.14
Attention: Chief Executive Officer

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

United States of America

Attention: Scott D. Miller

Telecopy: +1 (650) 461-5777

if to the US Treasury:

The United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel Office of Financial Stability

Telecopy: (202) 927-9225

Email: OFSChiefCounseINotices@do.treas.gov

with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: John J. Rapisardi

R. Ronald Hopkinson

Facsimile: (212) 504-6666

If to Canada:

7169931 Canada Inc.

Canada Development Investment Corporation

1235 Bay Street, Suite 400

Toronto, ON M5R 3K4

Attention: Mr. Michael Carter

Fax: (416) 934-5009

with a copy to:

Patrice S. Walch-Watson

TorysLLP

79 Wellington Street West

Suite 3000

Toronto, ON M5K IN2

Fax: (416) 865-7380

If to any VEBA Entity:

UAW Retiree Medical Benefits Trust

P.O. Box 14309

Detroit, MI48214

-20-

PALOALTO:54549.14
Attention: Bob Naftaly

Telecopy: (313) 926-4065

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Richard S. Lincer/ David I. Gottlieb

Tel: (212) 225-2000

All notices and communications shall be deemed to have been duly given and received:

when delivered by hand, if hand delivered; the fifth Business Day after being deposited in the mail,

registered or certified, return receipt requested, first class postage prepaid, or earlier Business Day

actually received, if mailed; the first Business Day after being deposited with an overnight courier,

postage prepaid, if by overnight courier; upon oral confirmation of receipt, if by facsimile transmission.

Each party agrees promptly to confirm receipt of all notices.

Section 6.6 No Third Party Beneficiaries. This Agreement shall be for the sole and

exclusive benefit of (i) the Company and its successors and permitted assigns, (ii) each Shareholder

hereto, any trustee of a Shareholder hereto and any other investment manager or managers acting on

behalf of a Shareholder hereto with respect to the Registrable Securities and their respective successors

and permitted assigns and (iii) each of the Persons entitled to indemnification under Article IV hereof.

Nothing in this Agreement shall be construed to give any other Person any legal or equitable right,

remedy or claim under this Agreement.

Section 6.7 Cooperation. Each Shareholder hereto shall take such further action, and

execute such additional documents, as may be reasonably requested by any other party hereto in order to

carry out the purposes of this Agreement.

Section 6.8 Counteroarts. This Agreement may be executed in counterparts, and

shall be deemed to have been duly executed and delivered by all parties when each party has executed a

counterpart hereof and delivered an original or facsimile copy thereof to the other party. Each such

counterpart hereof shall be deemed to be an original, and all of such counterparts together shall constitute

one and the same instrument.

Section 6.9 Remedies.

(a) Each party hereto acknowledges that monetary damages would not be an

adequate remedy in the event that any of the covenants or agreements in this Agreement is not performed

in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other

remedy or right it may have, the non-breaching party will have the right to an injunction, temporary

restraining order or other equitable relief in any state court sitting in the State of New York enjoining any

such breach or threatened breach and enforcing specifically the terms and provisions hereof. Each party

hereto agrees not to oppose the granting of such relief in the event such court determines that such a

breach has occurred, and to waive any requirement for the securing or posting of any bond in connection

with such remedy.

(b) All rights, powers and remedies provided under this Agreement or

otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the

exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or

later exercise of any other such right, power or remedy by such party.

-21-

PALOALTO:54549.14
Section 6.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,

WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

Section 6.11 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO

HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY

RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS

AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE

PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS

APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 6.11.

Section 6.12 Severability. If any provision of this Agreement shall be held to be

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall

not in any way be affected or impaired thereby.

Section 6.13 Acknowledgments. The VEBA agrees that it will obtain written

acknowledgments, and provide a copy of such acknowledgments to the Company and the other Demand

Members, from each of its investment managers with respect to its Registrable Securities and from the

valuation advisers of the VEBA, confirming that such entity has received and reviewed this Agreement

and will comply with the terms of this Agreement applicable to it.

Section 6.14 After Acquired Securities. All of the provisions of this Agreement shall

apply to all of the Company Equity Securities now owned or that may be issued or transferred hereafter to

any Shareholder hereto in consequence of any additional issuance, purchase, exchange or reclassification

of any of the Company Equity Securities, corporate reorganization, or any other form of recapitalization,

consolidation, merger, share split or share dividend, or that are acquired by a Shareholder hereto in any

other manner.

Section 6.15 Strict Construction. The parties hereto have participated collectively in

the negotiation and drafting of this Agreement; accordingly, if any ambiguity or question of intent or

interpretation arises, then it is the intent of the parties hereto that this Agreement shall be construed as if

drafted collectively by the parties hereto, and it is the intent of the parties hereto that no presumption or

burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any

provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

-22-

PALOALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as of the date first written above.

NEW CARCO ACQUISITION LLC

By: Fiat North America LLC,

as sole member

By: _

Name: Giorgio Fossati

Title: Vice President and Secretary

Signature Page to Shareholders Agreement

PAWALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as of the date first written above.

FIAT NORTH AMERICA LLC

By: _

Name: Giorgio Fossati

Title: Vice President

Signature Page to Shareholders Agreement

PALOALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE

TREASURY

By: _

Name:

Title:

Signature Page to Shareholders Agreement

PALOALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as of the date first written above.

7169931 CANADA INC.

By: _

Name:

Title:

Signature Page to Shareholders Agreement

PALOALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as of the date first written above.

UAW RETIREE MEDICAL BENEFITS TRUST

By: _

Name: Robert Naftaly

Title: Chairman ofthe Committee ofthe UAW

Retiree Medical Benefits Trust

Signature Page to Shareholders Agreement

PALOALTO:54549.14
IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as of the date first written above.

UAW VEBA Holdeo CH-OO, LLC

UAW VEBA Holdeo CH-Ol, LLC

UAW VEBA Holdeo CH-02, LLC

UAW VEBA Holdeo CH-03, LLC

UAW VEBA Holdeo CH-04, LLC

UAW VEBA Holdeo CH-05, LLC

UAW VEBA Holdeo CH-06, LLC

UAW VEBA Holdeo CH-07, LLC

UAW VEBA Holdeo CH-08, LLC

UAW VEBA Holdeo CH-09, LLC

UAW VEBA Holdeo CH-lO, LLC

UAW VEBA Holdeo CH-ll, LLC

UAW VEBA Holdeo CH-12, LLC

BY THE SOLE MEMBER OF EACH, UAW

RETIREE MEDICAL BENEFITS TRUST

By: _

Name: Robert Naftaly

Title: Chairman of the Committee of the UAW

Retiree Medical Benefits Trust

Signature Page to Shareholders Agreement

PALOALTO:54549.14
DEFINITIONS ADDENDUM

"Adverse Disclosure" means public disclosure of material non-public

information that, in the Company's good faith judgment, after consultation with independent

outside counsel to the Company, (i) would be required to be made in any Registration Statement

or report filed with the SEC by the Company so that such Registration Statement or report would

not be materially misleading; (ii) would not be required to be made at such time but for the filing

of such Registration Statement; and (iii) the Company has a bonafide business purpose for not

disclosing publicly.

"Affiliate" of any specified Person shall mean any other Person directly, or

indirectly through one or more intermediaries, controlling or controlled by or under direct or

indirect common control with such specified Person.

"Agreement" shall have the meaning set forth in the Preamble.

"Beneficial Owner" or "Beneficially Own" have the meanings given to such

terms in Rule 13d-3 under the Exchange Act.

"Business Day" means any day that is not a Saturday, Sunday or any other day

on which banks are required or authorized by Law to be closed in Torino, Italy or New York City,

New York.

"Call Option Agreement" means the Call Option Agreement, dated June 10,2009

between Fiat Parent, the VEBA and the VEBA Holdcos.

"Canada" shall have the meaning set forth in the preamble.

"Closing Date" shall have the meaning set forth in the Master Transaction

Agreement.

"Code" means the United States Internal Revenue Code of 1986, as amended

from time to time.

"Company" shall have the meaning set forth in the Preamble.

"Company Equity Securities" shall mean the Membership Interests of the

Company issued under the Company LLC Agreement.

"Company LLC Agreement" shall mean the Amended and Restated Limited

Liability Company Operating Agreement of the Company, dated and effective as ofJune 10,

2009, as amended, supplemented or otherwise modified from time to time.

"Competitor" means a mass producer of automobiles and light trucks.

"Consent" means any consent, approval, authorization, waiver, grant, franchise,

concession, agreement, license, exemption or other permit or order of, registration, declaration or

filing with, or report or notice to, any Person.

DA-l

PALOALTO:54549.14
"Control" when used with respect to any specified Person shall mean the power

to direct the management and policies of such Person, directly or indirectly, whether through the

ownership of voting securities, by contract or otherwise; and the terms "Controlling" and

"controlled" shall have meanings correlative to the foregoing.

"Controlling Interest" means a "controlling interest" within the meaning of

Section 414(b) of the Code, as amended.

"Demand Member" means any of Fiat, the VEBA Holdcos, the US Treasury and

Canada; provided; however that all of the VEBA Holdcos acting together shall constitute one

Demand Member.

"Demand Members' Counsel" shall have the meaning set forth in Section 3.7.

"Demand Notice" shall have the meaning set forth in Section 3.2(a).

"Demand Registration" shall have the meaning set forth in Section 3.2(a).

"Demand Registration Statement" shall have the meaning set forth in

Section 3.2(b).

"Entity" means any general partnership, limited partnership, corporation,

association, cooperative, joint stock company, trust, limited liability company, business or

statutory trust, joint venture, unincorporated organization or Governmental Entity.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended, and the rules and regulations thereunder.

"Equity Securities" means, as applicable, (i) any capital stock, membership or

limited liability company interests or other share capital, (ii) any securities directly or indirectly

convertible into or exchangeable for any capital stock, membership or limited liability company

interests or other share capital or containing any profit participation features, (iii) any rights or

options directly or indirectly to subscribe for or to purchase any capital stock, membership or

limited liability company interests, other share capital or securities containing any profit

participation features or to subscribe for or to purchase any securities directly or indirectly

convertible into or exchangeable for any capital stock, membership or limited liability company

interests, other share capital or securities containing any profit participation features, (iv) any

share appreciation rights, phantom share rights or other similar rights, or (v) any Equity Securities

issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in

connection with a combination of shares, recapitalization, merger, consolidation, conversion or

other reorganization.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fiat" shall have the meaning set forth in the Preamble.

"Fiat Group" means Fiat Parent and its Subsidiaries, excluding the Company and

the Company's Subsidiaries.

"Fiat Parent" means Fiat S.p.A., a Sacitta per Aziani organized under the laws of

Italy.

DA-2

PALOALTO:54549.14
"Governmental Entity" means any court, administrative agency or commission or

other governmental authority, arbitral body or instrumentality, whether federal, state, local or

foreign and any applicable industry self-regulatory organization.

"Government Loan Termination Date" means the date on which the First Lien

Working Capital Credit Facility, dated June 10,2009, among the US Treasury and the other

parties named therein, and the acquisition funding facility made available to the Company

pursuant to loans from the Government of Canada on the date hereof have been repaid in full,

after giving effect to the contemporaneous application of any proceeds to the Company from any

exercise by Fiat of any call option, and all commitments thereunder have been terminated.

"Indemnitee" shall have the meaning set forth in Section 4.1.

"Indemnitor" shall have the meaning set forth in Section 4.2, but in all cases shall

exclude the US Treasury and Canada.

"Independent Director" means a member of the Company's Board of Directors

(as that term is defined in the Company LLC Agreement) that is independent of the Company, as

determined by reference to the list of enumerated relationships precluding independence under

the listing rules of the New York Stock Exchange.

"Initial Lock-Up Period" shall have the meaning set forth in Section 3.5.

"Initial Sale Time" shall have the meaning set forth in Section 4.1.

"IPO" means with respect to the Company, an initial public offering of the equity

securities of the Company or any of its Mfiliates holding the majority of the Company's assets

used in automobile design, production, marketing, distribution and sales, whether such offering is

primary or secondary, underwritten by a nationally recognized investment bank, pursuant to a

registration statement filed under the Securities Act and declared effective by the SEC (other than

a registration effected solely to implement an employee benefit plan or a transaction to which

Rule 145 under the Securities Act is applicable, or a registration statement on Form S-4, Form S8 or a successor to one of those forms).

"Issuer Free Writing Prospectus" means an issuer free writing prospectus (as

defined in Rule 433 under the Securities Act) relating to an offer of the Registrable Securities.

"Law" means any applicable United States or non-United States federal,

provincial, state or local statute, common law, rule, regulation, ordinance, permit, order, writ,

injunction, judgment or decree of any Governmental Entity.

"LLC Act" means the Delaware Limited Liability Company Act, as may be

amended from time to time.

"Losses" shall have the meaning set forth in Section 4.1.

"Master Transaction Agreement" means the Master Transaction Agreement,

between Fiat S.p.A, New Carco Acquisition LLC, Chrysler LLC and the other Sellers identified

therein, dated as of April 30, 2009, as amended.

DA-3

PALOALTO:54549.14
"Material Adverse Change" means (i) any general suspension oftrading in, or

limitation on prices for, securities on any national securities exchange or the over-the-counter

market in the United States of America; (ii) the declaration of a banking moratorium or any

suspension of payments in respect of banks in the United States of America; (iii) a material

outbreak or escalation of armed hostilities or other international or national calamity involving

the United States of America or the declaration by the United States of a national emergency or

war or a change in national or international financial, political or economic conditions; or (iv) any

material adverse change in the Company's business, condition (financial or otherwise) or

prospects.

"Member" means each Person who appears on the Schedule of Members

attached to the Company LLC Agreement, as amended from time to time, or is hereafter admitted

as a member of the Company in accordance with the terms of this Agreement, the Company LLC

Agreement and the Securities Act. The Members shall constitute the "members" (as such term is

defined in the Act) of the Company. Except as otherwise set forth herein or in the LLC Act, the

Members shall constitute a single class or group of members of the Company for all purposes of

the LLC Act and this Agreement.

"Membership Interest" means the class or classes of limited liability company

interests of a Member in the Company, as provided for in the Company LLC Agreement, and

also the right of such Member to any and all of the benefits to which such Member may be

entitled as provided in this Agreement, the Company LLC Agreement and the LLC Act, together

with the obligations of such Member to comply with all the provisions of this Agreement, the

Company LLC Agreement and the LLC Act.

"Offering Limitation" means that the managing or lead underwriter(s) selected

by the Company of any underwritten public offering advises the Company in writing that in its

opinion, the dollar amount of any class, series or other type of securities requested to be included

in such offering (whether by any Shareholder, the Company or any other holders thereof

permitted (by contractual agreement with the Company or otherwise) to include such securities in

such offering) exceeds the dollar amount of such class, series or type of securities which can be

sold in such offering (whether by reason of the inclusion of another class, series or type of

securities in such offering (including Registrable Securities or other Equity Securities) or

otherwise) without adversely affecting the price, timing, distribution or marketability of the

securities of such class, series or type requested to be included in such offering.

"Other Securities" means any Company Equity Securities held by a third party

which are contractually entitled to registration rights or which the Company is registering

pursuant to a Registration Statement covered by this Agreement.

"Person" means any individual, partnership, firm, corporation, limited liability

company, association, trust, unincorporated organization or other entity, as well as any syndicate

or group that would be deemed to be a person under Section l3(d)(3) of the Exchange Act.

"Piggyback Notice" shall have the meaning set forth in Section 3.3.

"Piggyback Registration" shall have the meaning set forth in Section 3.3.

"Prospectus" means the prospectus included in any Registration Statement

(including a prospectus that discloses information previously omitted from a prospectus filed as

DA-4

PALOALTO:54549.I4
part of an effective Registration Statement in reliance upon Rule 430A promulgated under the

Securities Act), as amended or supplemented by any prospectus supplement with respect to the

terms of the offering of any portion of the Registrable Securities covered by such Registration

Statement, any Issuer Free Writing Prospectus related thereto, and all other amendments and

supplements to such prospectus, including post-effective amendments, and all material

incorporated by reference or deemed to be incorporated by reference in such prospectus.

"Registrable Securities" means, at any time, (a) any Company Equity Securities

held from time to time by any Shareholder, and (b) any securities issued in exchange for or in

respect of the foregoing, whether pursuant to a merger or consolidation, as a result of any stock

split or reclassification of, or share dividend on, any of the foregoing or otherwise. For purposes

of this Agreement, any Registrable Securities shall cease to be Registrable Securities when (a) a

registration statement covering such Registrable Securities has been declared effective and such

Registrable Securities have been disposed of pursuant to such effective registration statement,

(b) all such Registrable Securities held by a Demand Member may disposed of pursuant to Rule

144 in a single transaction without volume limitation or other restrictions on transfer thereunder,

(c) such Registrable Securities are sold by a Person in a transaction in which the rights under the

provisions of this Agreement are not assigned, or (d) such Registrable Securities shall cease to be

outstanding.

"Registration Statement" means any registration statement of the Company under

the Securities Act which permits the public offering of any of the Registrable Securities pursuant

to the provisions of this Agreement, including the Prospectus, amendments and supplements to

such registration statement, including post-effective amendments, all exhibits and all material

incorporated by reference or deemed to be incorporated by reference in such registration

statement.

"Registration Trigger" shall have the meaning set forth in Section 3.1.

"Representatives" means, with respect to any Person, any of such Person's

officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, financial

advisors or other Person acting on behalf of such Person.

"Requesting Demand Member" shall have the meaning set forth in

Section 3.2Cal.

"Rule 144" means Rule 144 under the Securities Act or any successor rule

thereto.

"Rule 144A" means Rule 144A under the Securities Act or any successor rule

thereto.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Shareholder" shall have the meaning set forth in the Recitals.

"Shelf Offering" shall have the meaning set forth in Section 3.1.

"Shelf Period" shall have the meaning set forth in Section 3.1.

DA-5

PALOALTO:54549.14
"Shelf Registration Statement" means a Registration Statement of the Company

on Form S-3 (or any successor form or other appropriate form under the Securities Act) filed with

the SEC for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under

the Securities Act covering Registrable Securities. To the extent the Company is a well-known

seasoned issuer (as defined in Rule 405 under the Securities Act), a "Shelf Registration

Statement" shall be deemed to refer to an automatic shelf registration statement (as defined in

Rule 405 under the Securities Act) on Form S-3.

"Shelf Take-Down Notice" shall have the meaning set forth in Section 3.1.

"Subsidiary" means, with respect to any Person, any corporation, partnership,

limited liability company, or other organization, whether incorporated or unincorporated, which is

Controlled by such Person.

"Terminated Shareholder" shall have the meaning set forth in Section 6.2.

"Transfer" means any sale, transfer, assignment (other than a contingent

assignment for the benefit of creditors), exchange, or other disposition of an interest (whether

with or without consideration, whether voluntarily or involuntarily or by operation of Law). The

terms ''Transferee,'' ''Transferor,'' "Transferred," and other forms of the word ''Transfer'' shall

have the correlative meanings. A Transfer shall also include the entering into of any financial

instrument or contract the value of which is determined by reference to the Company's

Membership Interests (including the amount of the Company's distributions, the value of the

Company's assets or the results of the Company's operations).

"Trust" shall have the meaning set forth in Section 2.1.

"US Treasury" shall have the meaning set forth in the Preamble.

"VEBA" shall have the meaning set forth in the Preamble.

"VEBA Call Option" shall have the meaning set forth in Section 2.3Ca2.

"VEBA Entity" shall mean the VEBA and each of the VEBA Holdcos.

"VEBA Holdco" shall have the meaning set forth in the Preamble.

"VEBA Proceeds Limit" means (x) prior to January 1,2010, $4,250,000,000 and

(y) on or after January 1,2010, $4,250,000,000 plus interest accrued at a rate equal to 9% per

year.

"VEBA Recapture Agreement" means the VEBA Recapture Agreement, dated

June 10,2009 between US Treasury, VEBA and the VEBA Holdcos.

DA-6

PALOALTO:54549.14
JUN-5-2009 04:44P FROM: 2486612855 TO: 12122253999

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

. duly executed this Agreement as ofthe date first written above.

UAW VEDA Roldeo CR-OO, LLC

UAW VEDA Roldeo CH-Ol, LLC

VAW VEDA Roldeo CH-OZ, LLC

UAW VEDA Holdeo CH-03, LLC

VAW VEDA Holdeo CH-04, LLC

UAW VEDA Holdeo CR-05, LLC

UAW VEDA Roldeo CR-06, LLC

VAW VEDA Holdeo CR-07, LLC

VAW VEDA Roldeo CHaOS, LLC

UAW VEDA Holdco CR-09, LLC

VAW VEDA Holdeo CH-IO, LLC

VAW VEDA Boldeo CH-ll, LLC

VAW VEDA Holdeo CH-U, LLC

BY THE SOLE MEMBER OF EACH,

UAWRETIREE MEDICAL BENEFITS

TRUST

Title:

~~~e:~G Chairman ofthe Committee ofthe

UAW Retiree Medical Benefits Trust

Signature Page to Shareholders Agreement
May 26 09 10:55a International Union, UAW

MAY-2&-2009 12:43P FROM: 2486612855"

(734)971-1541

TO : 173497115"41

p.5

IN WIlNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as ofthe date first written above.

UAW RETIREE MEDICAL BENEFITS

:UST~ Name: R rtN Y

Title: ~ittee ofthe UAW

RetireeMedical Benefits Trust

Signature Page to Shareholders Agreement
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as ofthe date first written above.

UNITED STATES DEPARTMENT OF THE

TREASURY

By: ~M", ,La~ Name: Duane Morse

Title: ChiefRisk and Compliance Officer

Signature Page to Shareholders Agreement
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as ofthe date firSt written above.

CANADA DEVELOPMENT INVESTMENT

CORPORATION

-~ -

By:

Name:

Title:

~~Rd} Be7vt7R ;117. ,:,vHRlnSoL,j)

,J)fllt<c role

Signature Page to Shareholders Agreement
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as of the date first written above.

NEW CARCO ACQUISITION LLC

Signature Page to Shareholders Agreement

.....~ ....~.~ ---~
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has

duly executed this Agreement as ofthe date fIrst written above.

Signature Page to Shareholders Agreement
AMENDED AND RESTATED EQUITY SUBSCRIPTION AGREEMENT

AMENDED AND RESTATED EQUITY SUBSCRIPTION AGREEMENT

(this "Agreement") dated and effective as of June 10, 2009, between NEW CARCO

ACQUISITION LLC, a Delaware limited liability company (together with its successors and

permitted assigns, the "Company"), and THE UNITED STATES DEPARTMENT OF THE

TREASURY (together with its successors and permitted assigns and designees, the

"Subscriber"). Capitalized terms used in this Agreement and not otherwise defined shall have

the meanings set forth in the Master Transaction Agreement, dated as of April 30, 2009, by and

among the Company, Fiat S.p.A., Chrysler LLC and the other Sellers identified therein, as

amended (the "Master Transaction Agreement").

RECITALS:

WHEREAS, the Company has been formed under the laws of the State of

Delaware and is authorized to issue two classes of Membership Interests, consisting of 800,000

Class A Membership Interests which may be issued in one or more series and 200,000 Class B

Membership Interests;

WHEREAS, in connection with the transactions contemplated by the Master

Transaction Agreement, the Company wished to provide for the acquisition by the Subscriber of

98,461 Class A Membership Interests ofthe Company and for the admission of the Subscriber as

a member ofthe Company in the event that the Subscriber provided financing to the Company;

WHEREAS, the Company and Subscriber entered into the Equity Subscription

Agreement, dated as of April 29, 2009 (the "Original Agreement"), under which the Company

agreed to issue equity to Subscriber on the Closing Date;

WHEREAS, at the time the Original Agreement was entered into, the Subscriber

did not have any obligation to provide financing to the Company and therefore no obligation to

purchase the equity ofthe Company;

WHEREAS, the parties have now agreed to terms under which Subscriber will

provide financing to the Company and are concurrently entering into the u.S. Treasury Loan

Documents, including the first lien credit agreement under which Subscriber will provide term

loans on the Closing Date and, as part of the consideration therefor, the Company will issue

equity in the Company to Subscriber; and

WHEREAS, the parties hereto wish to amend and restate the Original Agreement

to reflect the fact that such loans shall constitute the consideration for the equity ofthe Company

to be issued to Subscriber under this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual

covenants contained herein, in the Master Transaction Agreements and in the other Transaction

USActive 165007904
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

ISSUANCE AND RELATED MATTERS

Section 1.1 Issuance of Membership Interests to the Subscriber.

(a) Subject to the terms and conditions of this Agreement, on the Closing

Date, and concurrently with the execution and delivery of the U.S. Treasury Loan Documents,

the Company shall issue and deliver to the Subscriber (or, at the election of the Subscriber, its

designee) and the Subscriber (or, at the election of the Subscriber, its designee) shall acquire,

98,461 Class A Membership Interests. The parties agree that the agreement by Subscriber to

provide the financing pursuant to the U.S. Treasury Loan Documents shall constitute the

consideration for the purchase of the Membership Interests and that no further consideration

shall be paid. The Membership Interests that the Subscriber (or, at the election ofthe Subscriber,

its designee) will acquire hereunder on the Closing Date are referred to collectively as the

"Closing Date Membership Interests".

(b) On the Closing Date, the Company shall record the Subscriber (or, at the

election of the Subscriber, its designee) as the holder of the Closing Date Membership Interests

in the books and records ofthe Company.

Section 1.2 Deliveries by the Company to the Subscriber. On the Closing

Date, the Company shall deliver to the Subscriber (or, at the election of the Subscriber, its

designee) a written confirmation evidencing the number of Closing Date Membership Interests

acquired by the Subscriber pursuant to this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 2.1 Master Transaction Agreement. The Company hereby represents

and warrants to the Subscriber that all representations and warranties set forth in the Master

Transaction Agreement are true and correct as of the date hereof or, if such representations are

made as of a specified date, as ofsuch date.

Section 2.2 Additional Representations. (a) This Agreement has been duly

authorized, executed and delivered by the Company and constitutes a valid and binding

agreement of the Company, enforceable against it in accordance with its terms, subject as to

enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and

other similar laws of general applicability relating to or affecting creditors' rights and to general

equity principles.

(b) The execution, delivery and performance by the Company of this

Agreement, and the consummation by it of the transactions contemplated thereby, do not and

USActive 16500790.4 -2-
will not conflict with, or result in a breach or violation of or default under, any applicable law or

any note, indenture, contract, agreement or instrument to which the Company (or any of its

properties) is a party or is otherwise subject.

(c) The Company has not taken any action, nor have any other steps been

taken or legal proceedings been started or (to the best of the Company's knowledge and belief)

threatened against the Company for its winding-up, dissolution, administration or reorganization

or for the appointment of a custodian, receiver, administrator, administrative receiver, liquidator,

trustee or similar officer of it or of any or all of its assets or revenues.

(d) When issued, the Subscriber will receive all right, title and interest in and

to the Closing Date Membership Interests, free and clear of any liens.

(e) The Company is not, and immediately after giving effect to the issuance of

the Class A Membership Interests pursuant hereto the Company will not be, an "investment

company", or a company "controlled" by a Person required to register as an "investment

company", within the meaning ofthe Investment Company Act of 1940, as amended.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to the Obligation of the Subscriber. The

Subscriber's obligation to acquire the Closing Date Membership Interests on the Closing Date is

subject to the fulfillment on or before the Closing Date of the following conditions, unless

waived by the Subscriber:

(a) Each representation and warranty made by the Company contained herein

shall be true and correct in all material respects, except to the extent such representations and

warranties specifically relate to an earlier date thereto, in which case, such representations and

warranties shall be true and correct as of such earlier date.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Notices. All notices or other communications hereunder shall be

deemed to have been duly given and made if in writing and (i) if served by personal delivery

upon the party for whom it is intended on the day so delivered, (ii) if delivered by registered post

or certified mail, return receipt requested, on the third Business Day following such mailing,

(iii) if sent by a national or international courier service, on the second Business Day following

such sending, or (iv) if sent by telecopier, on the day telecopied, or if not a Business Day, the

next Business Day, provided that the telecopy promptly is confirmed by telephone, in each case

to the person at the address set forth below, or at such other address as may be designated in

writing hereafter in the same manner by such Person:

USActive 16500790.4 -3-
To the Company:

New CarCo Acquisition LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

United States of America

Attention: General Counsel

with copy to:

Fiat S.p.A.

Via Nozza n. 250

10125 Torino

Italy

Attention: Chief Executive Officer

To the Subscriber:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office of Financial Stability

Facsimile: (202) 927-9225

Email: OFSChiefCounseINotices@do.treas.gov

with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: John J. Rapisardi, Esq.

R. Ronald Hopkinson, Esq.

Facsimile: (212) 504-6666

Section 4.2 GOVERNING LAW. THIS AGREEMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK (SUBJECT TO ANY MANDATORY PROVISIONS OF THE LLC

ACT), EXCLUDING (TO THE EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW

THAT WOULD CAUSE THE APPLICAnON OF THE LAWS OF A JURISDICTION

OTHER THAN THE STATE OF NEW YORK.

Section 4.3 Assignment. Neither this Agreement nor any of the rights granted

herein, nor any of the other interests and obligations created hereunder, shall be assigned or

delegated by either of the parties hereto without prior written consent of the other, provided,

however, that the Subscriber may, without the consent of the Company, freely effect such

assignment or delegation if made to an Affiliate Controlled by the Subscriber.

USAclive 165007904 -4-
Section 4.4 Entire Agreement. This Agreement contains the entire

understanding of the parties hereto with respect to the subject matter contained herein and

therein, and supersedes and cancels all prior agreements, negotiations, correspondence,

undertakings and communications ofthe parties, oral or written, regarding such subject matter.

Section 4.5 Amendments. This Agreement may be amended only by a written

instrument executed by the parties hereto or their respective successors or permitted assigns.

Section 4.6 Counterparts. This Agreement may be executed and delivered

(including by facsimile transmission) in one or more counterparts, and by the different parties

hereto in separate counterparts, each of which when executed and delivered shall be deemed to

be an original but all of which taken together shall constitute one and the same agreement.

Section 4.7 Severability; Enforcement. If any term or other provision of this

Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy,

all other conditions and provisions of this Agreement shall nevertheless remain in full force and

effect so long as the economic or legal substance of the transactions contemplated by this

Agreement are not affected in any manner materially adverse to any party. Upon such

determination that any term or other provision is invalid, illegal or incapable of being enforced,

the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the

original intent of the parties as closely as possible in a mutually acceptable manner to the fullest

extent possible.

Section 4.8 WAIVER OF TRIAL BY JURY. EACH PARTY HERETO

HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR

OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION,

PERFORMANCE AND ENFORCEMENT THEREOF.

Section 4.9 Waiver. The failure of any party hereto to enforce at any time any

of the provisions of this Agreement shall in no way be construed to be a waiver of any such

provision, nor in any way to affect the validity of this Agreement or any part hereof or the right

of such party thereafter to enforce each and every such provision. No waiver of any breach

hereof or non-compliance herewith shall be held to be a waiver of any other or subsequent

breach hereof or non-compliance herewith.

Section 4.10 Agreements in Writing. Any agreement between the parties with

respect to the subject matter hereof, or any amendment, waiver, discharge or termination, shall

be invalid unless it is in writing and signed by the parties hereto or their respective successors or

permitted assigns.

Section 4.11 Expenses. Except as otherwise specified in this Agreement, all

costs and expenses incurred in connection with this Agreement and the transactions

contemplated by this Agreement shall be borne by the party incurring such costs and expenses,

whether or not the Closing shall have occurred.

USActive 16500790.4 -5-
Section 4.12 Binding Effect; No Third-Party Beneficiaries. This Agreement

shall be binding upon and inure to the benefit of the parties hereto. and their respective

successors, legal representatives and permitted assigns. Notwithstanding anything in this

Agreement to the contrary, the Subscriber shall only be bound by this Agreement in its capacity

as a Subscriber and nothing in this Agreement shall be binding on or create any obligation on the

part of the Subscriber in any other capacity or on any branch of the United States Government or

subdivision thereof. Nothing in this Agreement, expressed or implied. is intended to confer on

any person other than the parties hereto, and their respective successors, legal representatives and

permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this

Agreement.

[Remainder (~lpage intentionally leli blank]

USActive 16500790.4 -6-
IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as of the day and year first above written.

NEW CARCO ACQUISITION LLC

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By: _

Name:

Title:

[Signature Page UST Amended and Restated Equity Subscription Agreement]
IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as ofthe day and year first above written.

NEW CARCO ACQUISITION LLC

By: _

Name: Giorgio Fossati

Title: Vice President and Secretary

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By: ~-H-"~~--­ Name: Duane M'OfSe

Title: ChiefRisk and Compliance Officer

[Signature Page UST Amended and Restated Equity Subscription Agreement]








































Chrysler Group LLC 

t 000 Chrysler Drive 

Auburn Hills, Michigan 48326 

UAW Retiree Medical Benefits Trust 

P.O. Box 14309 

Detroit, Michigan 48214 

Fiat S.p.A. 

Fiat North America LLC 

via Nizza n. 250 

10125 Torino, rtaly 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Canada CH Investment Corporation 

1235 Bay Street, Suite 400 

Toronto, Ontario, Canada M5R 3K4 

Ladies and Gentleman: 

VERSION 

CONFIDENTIAL 

April 20, 2011 

Reference is made to that certain Amended and Restated Limited Liability 

Company Operating Agreement of Chrysler Group LLC (the "Company") dated as of June 10, 

2009, as amended August 7, 2009, January 29, 2010 and April 5,2011 (the "LLC Operating 

Agreement"), by and among UA W Retiree Medical Benefits Trust ("VEBA") and the VEBA 

HoJdcos (as defined in the LLC Operating Agreement), Fiat North America LLC ("FiaC), The 

United States Department of the Treasury and Canada CH Investment 

Corporation (fonnerly named 7169931 Canada, Inc.) and, together with VEBA and 

VEBA Holdcos, Fiat and US the Capitalized tenns not otherwise 

the and all 

shall include Fiat Parent 

SCI 
letter Transactions and the Repayment. 

Specifically, in Transactions, Company intends to enter into 

a senior secured term loan with a group of bank lenders to raise 

approximately billion, and to issue and sell approximately billion of notes (the in 

an offering that is exempt from registration under the U.S. Securities Act of 1933, as amended, 

although the specific amount and type of each transaction may vary in the Company's discretion 

depending on market conditions. The Company will use the proceeds of the Tenn Loan and the 

Notes or other instruments entered into in connection with the Refinancing Transactions, along 

with cash on hand, if necessary, to complete the Repayment and to pay fees and expenses 

associated with the Refinancing Transactions and the Repayment. The Company will use all 

commercially reasonable efforts to complete the Refinancing Transactions and the Repayment 

during the second quarter of 2011. F or the avoidance of doubt and notwithstanding anything to 

the contrary in this letter agreement, the closing of the exercise of the Incremental Equity Call 

Option by Fiat on the terms set forth herein (the "Call Closing") is conditioned upon the 

completion of the Refinancing Transactions and the Repayment on or before June 30, 2011. 

In connection with the foregoing and subject in each case to the completion of the 

Refinancing Transactions and the Repayment on or before June 30, 2011, the parties agree 

among themselves as follows: 

1. Fiat hereby agrees that it will exercise the Incremental Equity Call Option 

in full (and not in part), representing an increase of 16% in Fiat Group's Total Interest (the 

"Additional Interests"), by delivery of a Call Exercise Notice prior to the Government Loan 

Termination Date. The Call Exercise Notice wiIl be in the form attached as Annex A hereto and 

will specify that (I) the Call Closing will take place concurrently with and be subject to the 

completion of the Refinancing Transactions and the Repayment, (ii) the Incremental Equity Call 

Option shall be exercised at an aggregate exercise price of $1.268 billion (One Billion, Two 

Hundred Sixty-Eight Million Dollars) (the "Incremental Call Option Exercise Price") and (iii) 

the exercise of the Incremental Equity Call Option is irrevocable and conditional only on the 

concurrent completion of the Refinancing Transactions and the Repayment. Fiat waives any right 

it may have under Section 3.7(c) of the LLC Operating Agreement to withdraw the Call Exercise 

Notice. 

2. Solely in connection with the subject matter of this letter agreement, the 

Company and each of the Members hereby acknowledge the Incremental Call Option Exercise 

Price and that they will not to the Incremental Call Option Price, the date 

SCI302xl 10 

Call Option or 

Company to 

the completion 

Repayment). Solelv in connection 

the Company and Members also 

Option Price, assumptions, 

the discussions that produced it shall not be 

, by the Company or of the for, 

in dispute 

Membership 
call option or similar or any financial that involves a calculation 

of the of Company or its Membership Interests (or any options or rights to receive 

Membership Interests) to which the Company or any of the Members may be a party, including 

without limitation (i) the UST Option Agreement, dated as of June 10, 2009, by and 

between Fiat and US Treasury; (ii) the Call Option Agreement Regarding Equity Securities of 

the Company, dated as of June 10, 2009, by and among Fiat, the VEBA and the US Treasury; 

and (iii) the Equity Recapture Agreement. For the avoidance of doubt, no Member shall be 

prohibited from proposing any assumptions, methodologies or calculations that a Member 

believes in good faith is consistent with the ten11S of the relevant instrument under which any 

such other deten11ination of fair value or calculation of value is to be made. 

3. Fiat acknowledges that the Company will, in connection with the 

marketing of the Refinancing Transactions, rely on Fiat's commitment to exercise the 

Incremental Equity Call Option in the manner and on the ten11S contemplated by the LLC 

Operating Agreement, as modified by this letter agreement; provided however, that none of Fiat, 

the Company, Canada CH Investment Corporation or the VEBA will publicly disclose the 

discussions and analysis among the parties relating to the exercise of the Incremental Equity Call 

Option except to the extent necessary in connection with any dispute arising out of or relating to 

this letter agreement or as required by applicable law, regulation or regulatory process or 

demand. 

4. Fiat hereby consents to the public disclosure by the Company and its 

representatives of Fiat's irrevocable election (subject to the conditions set forth above) to 

exercise the Incremental Equity Call Option at the Incremental Call Option Exercise Price in 

connection with the marketing of the Refinancing Transactions; provided, however, that, prior to 

the making of any such public disclosure by the Company or any of its representatives, the 

Company will consult with Fiat as to the fonn, content and timing of such disclosure, and, except 

to the extent that such disclosure is required by applicable law, obtain Fiat's consent thereto, 

which consent shall not be unreasonably withheld or delayed. 

S. US Treasury hereby confin11s that any disclosure it makes with respect to 

the subject matter of this letter agreement will be in accordance with disclosure permitted by it 

under Section 8.IS of the UST Credit Facility. 

6. Except as expressly provided herein, all of the ten11S and provisions in the 

LLC Operating including without limitation Sections IS.16 and IS.17 (which 

apply to this agreement), are and shall remain in full and effect, on 

subject set forth letter 

implication, an amendment or of 

the time for np"Tnl'~Ylq 

as 

U02XI 10 
affiliates and from all claims, demands, or liabilities of to 

based on or out of the of the lncremental Equity Option, the Incremental 

Call Option Exercise Price, or the issuance Membership in connection therewith, that 

any of them has had, now has or may in the future have. 

8. If the Refinancing Transactions and the Repayment are not completed on 

or before June 30, 2011, then this letter agreement and any previously delivered Call Exercise 

Notice automatically shall be terminated and be null and void and of no further force and effect. 

9. This letter agreement may be executed and delivered in one or more 

counterparts, and by the different parties hereto in separate counterparts, each of which when 

executed and delivered shall be deemed to be an original but all of which taken together shall 

constitute one and the same agreement. Delivery of an executed signature page of this letter 

agreement by facsimile or other electronic transmission shall be effective as delivery of a 

manually executed counterpart hereof. 

10. This letter agreement may not be amended without the written consent of 

all parties hereto. 

11. This letter agreement shall be governed by, and construed and enforced in 

accordance with, the laws of the State of Delaware, without giving effect to any choice of law or 

conflicts of law rules or provisions (whether of the State of Delaware or any other jurisdiction) 

that would cause the application of the laws of any jurisdiction other than the State of Delaware. 

[Signature Pages to Follow] 

SCI 3028167. J() 
Please sign where indicated to below to evidence your agreement to the foregoing 

and retnrn an executed counterpart to the Company whereupon delivery of an executed 

counterpart by each of the parties, this letter agreement will constitnte a binding agreement of the 

parties hereto. 

Very truly yours, 

~:RYSLERM ~~ 

Name: 

Title: 

Agreed: 

UA W RETIREE MEDICAL BENEFITS TRUST 

Name: 

Title: 

UA W VEBA HOLDCO CH-OO, LLC 

UAW VEBA HOLDCO CH-Ol, LLC 

UA W VEBA HOLDCO CH-02, LLC 

UA W VEBA HOLDCO CH-03, LLC 

UA W VEBA HOLDCO CH-04, LLC 

UA W VEBA HOLDCO CH-05, LLC 

UA W VEBA HOLDCO CH-06, LLC 

UA W VEBA HOLDCO CH-07, LLC 

UA W VEBA HOLDCO CH-08, LLC 

UA W VEBA HOLDCO CH-09, LLC 

UAW VEBA HOLDCO CH-IO, LLC 

UAW VEBA HOLDCO CH-I L LLC 

UAW VEBA HOLDCO CH-12, LLC 

EACH BY ITS SOLE MEMBER, 

UAW RETIREE MEDICAL BENEFITS TRUST 

Name: 

Title: 

to Lerter 
Agreed: 

truly yours, 

CHRYSLER GROUP LLC 

By: ____________ _ 

Name: 

Title: 

UA W RETIREE MEDICAL BENEFITS TRUST 

Name: 

Title: 

UA W VEBA HOLDCO CH-OO, LLC 

UA W VEBA HOLDCO CH-O I, LLC 

UA W VEBA HOLDCO CH-02, LLC 

UA W VEBA HOLDCO CI 1-03, LLC 

UA W VEBA HOLDCO CH-04, LLC 

UA W VEBA HOLDCO CH-05, LLC 

UA W VEBA HOLDCO CH-06, LLC 

UA W VEBA HOLDCO CH-07, LLC 

UA W VEBA HOLDCO CH-08, LLC 

UA W VEBA HOLDCO CH-09, LLC 

UA W VEBA HOLDCO CH-I 0, LLC 

UA W VEBA HOLDCO I I, 

UAW 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

~unW 

to Letter 

-9- SC1:3028167.10

ANNEX A

Form of Call Exercise Notice

___________ ____, 2011

To: Chrysler Group LLC

Reference is made to the Amended and Restated Limited Liability Company Operating

Agreement, dated as of June 10, 2009, as amended August 7, 2009, January 29, 2010 and April 

5, 2011 (the “LLC Operating Agreement”), by and among Chrysler Group LLC, a Delaware 

limited liability company (the “Company”), and the Members party thereto and the Letter 

Agreement, dated as of April 20, 2011, by and among the Company and the Members (the 

“Letter Agreement”). Capitalized terms used but not otherwise defined herein have the 

meanings specified in the LLC Operating Agreement or the Letter Agreement, as the case may 

be.

Fiat North America LLC (“Fiat”), a limited liability company organized under the laws of

Delaware, hereby furnishes this call exercise notice (the “Notice”) to the Company and notifies 

the Company that Fiat is exercising the Incremental Equity Call Option in full (and not in part), 

representing an increase of 16% in Fiat Group’s Total Interest. Fiat hereby notifies the Company 

that (i) the Call Closing will take place concurrently with and be subject to the completion of the 

Refinancing Transactions and the Repayment, (ii) the Incremental Equity Call Option will be 

exercised at an aggregate exercise price of $1.268 billion (One Billion, Two Hundred SixtyEight Million Dollars) and (iii) the exercise of the Incremental Equity Call Option is irrevocable 

and conditional only on the concurrent completion of the Refinancing Transactions and the 

Repayment. Fiat hereby waives any right it may have under Section 3.7(c) of the LLC Operating 

Agreement to withdraw the Notice.

FIAT NORTH AMERICA LLC

By: ______________________

Name:

Title:
Execution Version 

AGREEMENT REGARDING CALL OPTION 

Among 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

FIAT NORTH AMERICA LLC 

and 

CHRYSLER GROUP LLC 

(Solely for purposes of Section 1.2(b) hereof) 

DATED AS OF June 2, 2011 
6664275.8 

- 1 - 

AGREEMENT REGARDING CALL OPTION 

AGREEMENT REGARDING CALL OPTION (this “Agreement”), dated and 

effective as of June 2, 2011, by and among FIAT NORTH AMERICA LLC, a Delaware 

limited liability company (“FNA”), THE UNITED STATES DEPARTMENT OF THE 

TREASURY (the “UST”) and, solely for purposes of Section 1.2(b) hereof, CHRYSLER 

GROUP LLC, a Delaware limited liability company (the “Company”). Capitalized terms used 

but not defined herein shall have the meanings ascribed thereto in the Call Option Agreement (as 

defined below) or the Equity Recapture Agreement, dated as of June 10, 2009 (the “Equity 

Recapture Agreement”), by and between the UST and the UAW Retiree Medical Benefits Trust 

on behalf of itself and its wholly owned VEBA Holdcos (as defined therein), as the context 

requires. 

RECITALS: 

WHEREAS, the Company is a limited liability company formed under the laws of 

the State of Delaware with two classes of outstanding Membership Interests, consisting of 

1,061,225 Class A Membership Interests and 200,000 Class B Membership Interests; and 

WHEREAS, the Company has issued to the UST 98,461 Class A Membership 

Interests of the Company (the “Covered Interests”); and 

WHEREAS, the UST is a party to the UST Call Option Agreement, dated as of 

June 10, 2009 (the “Call Option Agreement”), by and between FNA and the UST; and 

WHEREAS, on May 27, 2011 FNA delivered a Notice of Exercise (as defined in 

the Call Option Agreement) irrevocably committing to purchase all of the Covered Interests at 

the price determined under the procedures set forth in the Call Option Agreement, and FNA and 

the UST have, during the Discussion Period contemplated in the Call Option Agreement, 

established the Company Equity Value and the related purchase price for the Covered Interests; 

NOW, THEREFORE, in order to evidence the purchase price for the Covered 

Interests being purchased by FNA or its designee pursuant to the Call Option Agreement, the 

parties hereto agree as follows: 

ARTICLE I 

CLOSING 

Section 1.1 Completion of Sale. 

(a) Subject to the terms and conditions herein and in the Call Option 

Agreement, on the Closing Date specified herein, the UST shall transfer, convey and deliver to 

FNA (or, at the election of FNA, its designee), and FNA (or, at the election of FNA, its designee) 

shall accept and acquire all of the Covered Interests (consisting of 98,461 Class A Membership 

Interests). 
6664275.8 

- 2 - 

(b) In consideration of the sale pursuant to the Call Option Agreement, FNA 

shall on the Closing Date pay to the UST by wire transfer in immediately available funds, an 

amount in cash of five hundred million dollars ($500,000,000) (the “Purchase Price”). 

Section 1.2 Deliveries. 

(a) On the Closing Date, the UST shall deliver to FNA (or, at the election of 

FNA, its designee) the certificate evidencing the Covered Interests acquired by FNA pursuant to 

this Agreement duly endorsed for transfer to FNA or its designee. 

(b) On the Closing Date, the Company shall record FNA (or, at the election of 

FNA, its designee) as the holder of all of the Covered Interests in the Company’s books and 

records. 

Section 1.3 Closing Date. Unless otherwise mutually agreed in writing, the 

closing of the transactions contemplated in Section 1.1 (“Closing”) shall take place on the second 

Business Day following the day on which the conditions set forth in Section 3.1 are satisfied or 

waived (the “Closing Date”). 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

Section 2.1 Representations. FNA represents and warrants to UST that: 

(a) this Agreement has been duly authorized, executed and delivered by FNA 

and constitutes a valid and legally binding agreement of FNA, enforceable against FNA in 

accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and 

other similar laws of general applicability relating to or affecting creditors’ rights and to general 

equity principles; and 

(b) the execution, delivery and performance by FNA of this Agreement, and 

the consummation of the transactions contemplated hereby, do not and will not conflict with, or 

result in a breach or violation of or default under, any applicable Law or any material contract, 

agreement or instrument to which FNA is bound or is otherwise subject, except to the extent that 

such conflict, breach, violation or default will not have a material adverse affect on the ability of 

FNA to perform its obligations hereunder. 

ARTICLE III 

COMPLETION 

Section 3.1 Conditions Precedent. The respective obligations of the UST and 

FNA to consummate the transactions contemplated by Section 1.1 hereof on the Closing Date is 

subject to the conditions that: 
6664275.8 

- 3 - 

(a) the representations and warranties of FNA shall be true and correct in all 

respects as of the Closing Date; 

(b) the applicable waiting period under the Hart-Scott-Rodino Antitrust 

Improvements Act of 1977 (the “HSR Act”) shall have expired or been earlier terminated and all 

other governmental approvals, filings or consents, including those listed on Schedule I hereto, 

shall have been made or obtained and shall remain in full force and effect; provided, that the one 

year period set forth in Section 4.5 hereof, rather than the ninety day period referenced in Section 

2.2 of the Call Option Agreement, shall be applicable to the making or obtaining of all such 

approvals, filings and/or consents; 

(c) the transactions contemplated by Section 1.1 of the Agreement Regarding 

Equity Recapture, dated as of the date hereof, by and among the UST and FNA attached as 

Exhibit A hereto shall be consummated by UST and FNA concurrently with the transactions 

contemplated in Section 1.1 hereof; and 

(d) immediately prior to the Closing, UST will be the owner of the Covered 

Interests, and, on the Closing, ownership of the Covered Interests will be transferred to FNA (or 

its designees), free and clear of any liens, claims, encumbrances, charges, restrictions (other than 

restrictions set forth in the Operating LLC Agreement) or encumbrances of any kind. 

Section 3.2 Obligations. FNA and the UST shall comply with their respective 

obligations pursuant to Section 3.1 or Section 3.2, as applicable, of the Call Option Agreement in 

connection with the consummation of the transactions contemplated hereby. 

ARTICLE IV 

MISCELLANEOUS PROVISIONS 

Section 4.1 Notices. All notices hereunder shall be deemed to have been duly 

given and made if in writing and (i) if personally delivered to the party for whom it is intended 

on the day so delivered, (ii) if delivered by registered post or certified mail, return receipt 

requested, on the third Business Day following mailing, (iii) if sent by a national or international 

overnight courier service, on the second Business Day following such sending, or (iv) if sent by 

telecopier, on the day telecopied, or if not a Business Day, the next Business Day, provided that 

in either case the telecopy promptly is confirmed by telephone, in each case to the person at the 

address set forth below, or at such other address as may be designated in writing hereafter in the 

same manner by such Person: 
6664275.8 

- 4 - 

If to FNA: 

c/o Fiat S.p.A. 

Via Nizza n. 250 

10125 Torino 

Italy 

Attention: Chief Executive Officer 

If to the UST: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Attention: Chief Counsel Office of Financial Stability 

Facsimile: (202) 927 9225 

Email: OFSChiefCounselNotices@do.treas.gov 

If to the Company: 

Chrysler Group LLC 

100 Chrysler Drive 

Auburn Hills, MI 48326 

Attention: General Counsel 

Facsimile: (248) 512-1771 

Section 4.2 GOVERNING LAW. THIS AGREEMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK (SUBJECT TO ANY MANDATORY PROVISIONS OF THE 

DELAWARE LIMITED LIABILITY COMPANY ACT), EXCLUDING (TO THE EXTENT 

PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE 

APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF 

NEW YORK. 

Section 4.3 Assignment. Neither this Agreement nor any of the rights granted 

herein, nor any of the other interests and obligations created hereunder, shall be assigned or 

delegated by either of the parties hereto without prior written consent of the other, provided, 

however, that FNA may, without consent, freely effect such assignment or delegation if made to 

an Affiliate controlled by Fiat S.p.A. 

Section 4.4 Termination of the Call Option Agreement. Pursuant to Section 

4.1 of the Call Option Agreement, the parties hereto agree that the Call Option Agreement shall 

terminate and have no further force and effect upon the Closing. 

Section 4.5 Termination of this Agreement. The UST may terminate this 

Agreement on or after June 2, 2012 at its sole option by giving written notice to FNA if the 

Closing shall not have occurred on or prior to June 2, 2012, in which case, irrevocable notice 

pursuant to Section 2.2(c) of the Call Option Agreement shall be deemed given as of such 

termination date and all other provisions of the Call Option Agreement shall apply. 
6664275.8 

- 5 - 

Section 4.6 Severability; Enforcement. If any term or other provision of this 

Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, 

all other conditions and provisions of this Agreement shall nevertheless remain in full force and 

effect so long as the economic or legal substance of the transactions contemplated by this 

Agreement are not affected in any manner materially adverse to any party. Upon such 

determination that any term or other provision is invalid, illegal or incapable of being enforced, 

the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the 

original intent of the parties as closely as possible in a mutually acceptable manner to the fullest 

extent possible. 

Section 4.7 Waiver. The failure of any party hereto to enforce at any time any 

of the provisions of this Agreement shall in no way be construed to be a waiver of any such 

provision, nor in any way to affect the validity of this Agreement or any part hereof or the right 

of such party thereafter to enforce each and every such provision. No waiver of any breach 

hereof or non compliance herewith shall be held to be a waiver of any other or subsequent breach 

hereof or non compliance herewith. 

Section 4.8 Written Agreements; Amendments. Any agreement between the 

parties with respect to the subject matter hereof, or any amendment, waiver, discharge or 

termination, shall be invalid unless it is in writing and signed by the parties hereto or their 

respective successors or permitted assigns. 

Section 4.9 Counterparts. This Agreement may be executed and delivered 

(including by facsimile transmission) in one or more counterparts, and by the different parties 

hereto in separate counterparts, each of which when executed and delivered shall be deemed to 

be an original but all of which taken together shall constitute one and the same agreement. 

Section 4.10 Remedies. 

(a) Each party hereto acknowledges that monetary damages would not be an 

adequate remedy in the event that any covenant or agreement in this Agreement is not performed 

in accordance with its terms, and it is therefore agreed that, in addition to and without limiting 

any other remedy or right it may have, the non-breaching party will have the right to enforce 

specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting 

of such relief in the event such court determines that such a breach has occurred, and to waive 

any requirement for the securing or posting of any bond in connection with such remedy. 

(b) All rights, powers and remedies provided under this Agreement or 

otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, 

and the exercise or beginning of the exercise of any thereof by any party shall not preclude the 

simultaneous or later exercise of any other such right, power or remedy by such party. 

Section 4.11 VENUE. ANY ACTION OR PROCEEDING AGAINST THE 

PARTIES RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE 

TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT AND ENFORCED 

EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE 

BOROUGH OF MANHATTAN OR (TO THE EXTENT SUBJECT MATTER JURISDICTION 
6664275.8 

- 6 - 

EXISTS THEREFOR) THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF 

NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF 

BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. 

Section 4.12 WAIVER OF JURY TRIAL. EACH OF THE PARTIES 

HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 

LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY 

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN 

CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS 

CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT 

NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS 

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD 

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER 

AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS 

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, 

AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 

CERTIFICATIONS IN THIS SECTION 4.12. 

Section 4.13 Expenses. Except as otherwise specified herein all costs and 

expenses incurred in connection with this Agreement and the transactions contemplated by this 

Agreement shall be borne by the party incurring such costs and expenses, whether or not the 

Closing occurs. 

Section 4.14 Binding Effect; No Third Party Beneficiaries. This Agreement 

shall be binding upon and inure to the benefit of the parties hereto, and their respective 

successors, legal representatives and permitted assigns. Notwithstanding anything herein to the 

contrary, the UST shall only be bound by this Agreement in its capacity as a holder of 

membership interests in the Company and a party hereto and nothing in this Agreement shall be 

binding on or create any obligation on the part of the UST in any other capacity or on any branch 

of the United States Government or subdivision thereof. Nothing in this Agreement, expressed 

or implied, is intended to confer on any person other than the parties hereto, and their respective 

successors, legal representatives and permitted assigns, any rights, remedies, obligations or 

liabilities under or by reason of this Agreement. 

[Remainder of page intentionally left blank] 



SCHEDULE I

Approval by the competent competition authorities pursuant to the merger control 

laws applicable in the following countries: 

1. China (if required by the Chinese Antimonopoly Law) 

2. Japan 

3. Russia 

4. South Africa 
EXHIBIT A
Execution Version 

AGREEMENT REGARDING EQUITY RECAPTURE 

Among 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

and 

FIAT NORTH AMERICA LLC 

DATED AS OF June 2, 2011 
1 

AGREEMENT REGARDING EQUITY RECAPTURE 

AGREEMENT REGARDING EQUITY RECAPTURE (this “Agreement”), 

dated and effective as of June 2, 2011, by and between FIAT NORTH AMERICA LLC, a 

Delaware limited liability company (“FNA”), and THE UNITED STATES DEPARTMENT 

OF THE TREASURY (the “UST”). Capitalized terms used but not defined herein shall have 

the meanings ascribed thereto in the Equity Recapture Agreement (as defined below) or the UST 

Call Option Agreement, dated as of June 10, 2009 (the “Call Option Agreement”), by and 

between FNA and the UST, as the context requires. 

RECITALS: 

WHEREAS, Chrysler Group LLC (the “Company”) is a limited liability company 

formed under the laws of the State of Delaware with two classes of outstanding Membership 

Interests, consisting of 1,061,225 Class A Membership Interests and 200,000 Class B 

Membership Interests; and 

WHEREAS, the UST is a party to the Equity Recapture Agreement, dated as of 

June 10, 2009 (the “Equity Recapture Agreement”) by and between the UST and the UAW 

Retiree Medical Benefits Trust (the “VEBA”) on behalf of itself and its wholly owned VEBA 

Holdcos (as defined therein); 

WHEREAS, the UST wishes to sell, transfer and assign all of its right, title and 

interest in the Equity Recapture Agreement to FNA (or FNA’s designee) pursuant to Section 

III.C thereof, and FNA (or FNA’s designee) wishes to purchase and receive all rights of the UST 

under the Equity Recapture Agreement; 

WHEREAS, pursuant to a letter agreement, dated as of April 30, 2009 (the 

“Original CDIC Letter Agreement”), between the UST and the Canada Development Investment 

Corporation (“CDIC”), the UST granted CDIC the right to receive a portion of certain proceeds 

and/or equity interests received by the UST pursuant to the Equity Recapture Agreement; and 

WHEREAS, pursuant to a letter agreement in the form attached hereto as Exhibit 

A (the “Termination Agreement”) between the UST and CDIC, the UST and the CDIC shall 

agree that the Original CDIC Letter Agreement shall terminate upon the receipt by CDIC of the 

CDIC Purchase Price (as defined herein); 

NOW, THEREFORE, in order to document the assignment of the Equity 

Recapture Agreement, the parties hereto agree as follows: 
2 

ARTICLE I 

CLOSING 

Section 1.1 Completion of Assignment. 

(a) Subject to the terms and conditions herein, on the Closing Date specified 

herein, the UST shall transfer, convey and deliver to FNA (or, at the election of FNA, its 

designee), and FNA (or, at the election of FNA, its designee) shall accept and acquire all right, 

title and interest of the UST in the Equity Recapture Agreement, including, without limitation 

(A) the full Contingent Value Right, (B) all rights to receive all notifications of any sale and all 

other notifications under the Equity Recapture Agreement, (C) all rights to receive any Threshold 

Amount Excess, (D) all Repurchase Rights (including without limitation pursuant to Section 

III.B of the Equity Recapture Agreement) and (E) all rights to any payments on the Interim 

Settlement Dates thereunder (for the avoidance of doubt, all references in this Agreement to the 

rights under the Equity Repurchase Agreement being assigned hereunder shall include all other 

rights described in this Section 1.1(a)). 

(b) In consideration of the assignment referenced in Section 1.1(a) above, 

FNA shall on the Closing Date pay (i) to the UST by wire transfer in immediately available 

funds to an account specified in writing by the UST prior to the Closing Date, an amount in cash 

of sixty million dollars ($60,000,000) and (ii) to CDIC by wire transfer in immediately available 

funds to an account specified in writing by CDIC prior to the Closing Date, an amount in cash of 

fifteen million ($15,000,000) (the “CDIC Purchase Price”) and, together with the UST Purchase 

Price, the “Purchase Price”). 

Section 1.2 Deliveries by the UST to FNA. On the Closing Date, the UST 

shall deliver to FNA (or, at the election of FNA, its designee) the duly executed Assignment and 

Assumption Agreement in the form attached as Exhibit B hereto evidencing the assignment to 

FNA or its designee of all of the UST’s right, title and interest in the Equity Recapture 

Agreement. 

Section 1.3 Closing Date. Unless otherwise mutually agreed in writing, the 

closing of the transactions contemplated in Section 1.1 (“Closing”) shall take place on the second 

Business Day following the day on which the conditions set forth in Section 3.1 are satisfied or 

waived (the “Closing Date”). 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

Section 2.1 Representations. FNA represents and warrants to the UST that: 

(a) this Agreement has been duly authorized, executed and delivered by FNA 

and constitutes a valid and legally binding agreement of FNA, enforceable against FNA in 

accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and 
3 

other similar laws of general applicability relating to or affecting creditors’ rights and to general 

equity principles; and 

(b) the execution, delivery and performance by FNA of this Agreement, and 

the consummation of the transactions contemplated hereby, do not and will not conflict with, or 

result in a breach or violation of or default under, any applicable Law or any material contract, 

agreement or instrument to which FNA is bound or is otherwise subject, except to the extent that 

such conflict, breach, violation or default will not have a material adverse affect on the ability of 

FNA to perform its obligations hereunder. 

ARTICLE III 

COMPLETION 

Section 3.1 Conditions Precedent. The respective obligations of the UST and 

FNA to consummate the transactions contemplated by Section 1.1 hereof on the Closing Date is 

subject to the conditions that: 

(a) the representations and warranties of FNA herein shall be true and correct 

in all respects as of the Closing Date; 

(b) the transactions contemplated by Section 1.1 of the Agreement Regarding 

Call Option, dated as of the date hereof, by and among the UST, FNA and the Company shall be 

consummated by UST and FNA concurrently with the transactions contemplated in Section 1.1 

hereof; 

(c) immediately prior to the Closing (i) UST shall be the owner of the 

Contingent Value Right and all other rights as a Holder under the Equity Recapture Agreement, 

and, on the Closing Date, ownership of the Contingent Value Right and all other rights as a 

Holder under the Equity Recapture Agreement will be transferred to FNA (or its designees), free 

and clear of any liens, claims, encumbrances, charges, restrictions (other than restrictions set 

forth in the Operating LLC Agreement and the Original CDIC Letter Agreement) or 

encumbrances of any kind and (ii) the Equity Recapture Agreement in the form attached as 

Exhibit C hereto shall be a true, correct and complete copy thereof and the same shall not have 

been amended, modified or waived and no party thereto shall have repudiated any obligation 

thereunder or asserted any defense to the enforcement thereof, and the UST shall have received 

no payments in respect of the Equity Recapture Agreement whether in respect of any Threshold 

Amount Excess, payment on any Interim Settlement Date or otherwise; 

(d) any applicable governmental approval, filing or consent with respect to the 

transactions contemplated hereby shall have been made or obtained and shall remain in full force 

and effect; and 

(e) the Termination Agreement in the form attached as Exhibit A hereto shall 

have been executed by the parties thereto and shall remain in full force and effect. 
4 

Section 3.2 Obligations. Each party agrees that it will, at the reasonable 

request of the other party, take any action that is necessary or desirable to carry out the purposes 

of this Agreement. 

ARTICLE IV 

MISCELLANEOUS PROVISIONS 

Section 4.1 Notices. All notices hereunder shall be deemed to have been duly 

given and made if in writing and (i) if personally delivered to the party for whom it is intended 

on the day so delivered, (ii) if delivered by registered post or certified mail, return receipt 

requested, on the third Business Day following mailing, (iii) if sent by a national or international 

overnight courier service, on the second Business Day following such sending, or (iv) if sent by 

telecopier, on the day telecopied, or if not a Business Day, the next Business Day, provided that 

in either case the telecopy promptly is confirmed by telephone, in each case to the person at the 

address set forth below, or at such other address as may be designated in writing hereafter in the 

same manner by such Person: 

If to FNA: 

c/o Fiat S.p.A. 

Via Nizza n. 250 

10125 Torino 

Italy 

Attention: Chief Executive Officer 

If to the UST: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Attention: Chief Counsel Office of Financial Stability 

Facsimile: (202) 927 9225 

Email: OFSChiefCounselNotices@do.treas.gov 

Section 4.2 GOVERNING LAW. THIS AGREEMENT SHALL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK (SUBJECT TO ANY MANDATORY PROVISIONS OF THE 

DELAWARE LIMITED LIABILITY COMPANY ACT), EXCLUDING (TO THE EXTENT 

PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE 

APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF 

NEW YORK. 

Section 4.3 Assignment. Neither this Agreement nor any of the rights granted 

herein, nor any of the other interests and obligations created hereunder, shall be assigned or 

delegated by either of the parties hereto without prior written consent of the other, provided, 
5 

however, that FNA may, without consent, freely effect such assignment or delegation if made to 

an Affiliate controlled by Fiat S.p.A. 

Section 4.4 Termination of the Agreement. This Agreement shall terminate 

upon termination of the Agreement Regarding Call Option, dated as of the date hereof, by and 

between the UST, FNA and the Company relating to the sale of the Covered Interests as defined 

in the Call Option Agreement. 

Section 4.5 Severability; Enforcement. If any term or other provision of this 

Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, 

all other conditions and provisions of this Agreement shall nevertheless remain in full force and 

effect so long as the economic or legal substance of the transactions contemplated by this 

Agreement are not affected in any manner materially adverse to any party. Upon such 

determination that any term or other provision is invalid, illegal or incapable of being enforced, 

the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the 

original intent of the parties as closely as possible in a mutually acceptable manner to the fullest 

extent possible. 

Section 4.6 Waiver. The failure of any party hereto to enforce at any time any 

of the provisions of this Agreement shall in no way be construed to be a waiver of any such 

provision, nor in any way to affect the validity of this Agreement or any part hereof or the right 

of such party thereafter to enforce each and every such provision. No waiver of any breach 

hereof or non compliance herewith shall be held to be a waiver of any other or subsequent breach 

hereof or non compliance herewith. 

Section 4.7 Written Agreements; Amendments. Any agreement between the 

parties with respect to the subject matter hereof, or any amendment, waiver, discharge or 

termination, shall be invalid unless it is in writing and signed by the parties hereto or their 

respective successors or permitted assigns. 

Section 4.8 Counterparts. This Agreement may be executed and delivered 

(including by facsimile transmission) in one or more counterparts, and by the different parties 

hereto in separate counterparts, each of which when executed and delivered shall be deemed to 

be an original but all of which taken together shall constitute one and the same agreement. 

Section 4.9 Remedies. 

(a) Each party hereto acknowledges that monetary damages would not be an 

adequate remedy in the event that any covenant or agreement in this Agreement is not performed 

in accordance with its terms, and it is therefore agreed that, in addition to and without limiting 

any other remedy or right it may have, the non-breaching party will have the right to enforce 

specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting 

of such relief in the event such court determines that such a breach has occurred, and to waive 

any requirement for the securing or posting of any bond in connection with such remedy. 

(b) All rights, powers and remedies provided under this Agreement or 

otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, 
6 

and the exercise or beginning of the exercise of any thereof by any party shall not preclude the 

simultaneous or later exercise of any other such right, power or remedy by such party. 

Section 4.10 VENUE. ANY ACTION OR PROCEEDING AGAINST THE 

PARTIES RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE 

TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT AND ENFORCED 

EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE 

BOROUGH OF MANHATTAN OR (TO THE EXTENT SUBJECT MATTER JURISDICTION 

EXISTS THEREFOR) THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF 

NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF 

BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. 

Section 4.11 WAIVER OF JURY TRIAL. EACH OF THE PARTIES 

HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 

LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY 

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN 

CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS 

CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT 

NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS 

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD 

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER 

AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS 

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, 

AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND 

CERTIFICATIONS IN THIS SECTION 4.11. 

Section 4.12 Expenses. Except as otherwise specified herein all costs and 

expenses incurred in connection with this Agreement and the transactions contemplated by this 

Agreement shall be borne by the party incurring such costs and expenses, whether or not the 

Closing occurs. 

Section 4.13 Binding Effect; No Third Party Beneficiaries. This Agreement 

shall be binding upon and inure to the benefit of the parties hereto, and their respective 

successors, legal representatives and permitted assigns. Notwithstanding anything herein to the 

contrary, the UST shall only be bound by this Agreement in its capacity as a holder of 

membership interests in the Company and a party hereto and nothing in this Agreement shall be 

binding on or create any obligation on the part of the UST in any other capacity or on any branch 

of the United States Government or subdivision thereof. Nothing in this Agreement, expressed 

or implied, is intended to confer on any person other than the parties hereto, and their respective 

successors, legal representatives and permitted assigns, any rights, remedies, obligations or 

liabilities under or by reason of this Agreement. 

[Remainder of page intentionally left blank] 


EXHIBIT A 
USActive 23233973.6 

[United States Department of the Treasury Letterhead] 

June 3, 2011 

Canada CH Investment Corporation 

1235 Bay Street, Suite 400 

Toronto, ON M5R 3K4 

Attention: Mr. Michael Carter 

Re: VEBA Recapture Agreement 

Ladies and Gentlemen: 

Reference is made to (i) the Letter Agreement, dated as of April 30, 2009, by and between the 

US Department of the Treasury (the “UST”) and Canada Development Investment Corporation 

(the “CDIC”) (the “Original Letter Agreement”) and (ii) the Equity Recapture Agreement, dated 

as of June 10, 2009, by and between the UST and the UAW Retiree Medical Benefits Trust, a 

voluntary employees’ beneficiary association trust (the “VEBA”) for and on behalf of the VEBA 

Parties defined therein (the “Recapture Agreement”). Pursuant to a notice of assignment by 

CDIC dated May 29, 2009, Canada CH Investment Corporation (“Canada CH”) is the holder of 

any rights, title and interests of CDIC in, to and under the Original Letter Agreement. 

The UST has entered into an agreement to sell, assign and convey the Recapture Agreement and 

all of its rights thereunder to Fiat North America LLC (“Fiat”) for a purchase price of U.S.$75 

million in cash. In connection with such agreement, UST will instruct Fiat in writing to remit on 

the closing date of such sale by UST (the “Closing Date”) U.S.$15 million in cash (the “Canada 

Payment”) by wire transfer of immediately available funds to Canada CH to a bank account that 

it shall have designated. The Canada Payment represents 20% of the purchase price for UST’s 

right, title and interest in the Recapture Agreement which Canada CH, as assignee of CDIC’s 

rights under the Original Letter Agreement, is entitled to receive in accordance with the terms of 

the Original Letter Agreement. Upon receipt of the Canada Payment, Canada CH will enter into 

an acknowledgement in the form of Annex A hereto. 

The parties hereto acknowledge that receipt by Canada CH of the Canada Payment will be in full 

satisfaction of all rights and obligations under the Original Letter Agreement and, upon receipt of 

such funds by Canada CH, all rights and obligations of the parties to the Original Letter 

Agreement shall terminate and be of no further force and effect. 

This letter agreement shall be governed by the laws of the State of New York, its conflict of laws 

rules notwithstanding. 

This letter agreement may be executed in one or more counterparts, each of which shall be 

deemed to be an original, but all of this shall constitute one agreement. 

[Remainder of this page intentionally left blank] 
USActive 23233973.6 

Please evidence your agreement with the foregoing by executing this letter agreement in the 

space indicated below. 

Very truly yours, 

 UNITED STATES DEPARTMENT OF 

THE TREASURY 

By: 

Name: 

Title: 
USActive 23233973.6 -3- 

Agreed and Accepted: 

CANADA CH INVESTMENT CORPORATION 

By: ____________________________________ 

Name: 

Title: 
USActive 23233973.6 -4- 

Annex A

Form of Acknowledgment 

Reference is hereby made to that certain letter agreement, dated as of June 3, 2011 (the “Letter 

Agreement”) by and between the US Department of the Treasury (the “UST”) and Canada CH 

Investment Corporation (“Canada CH”) and the letter agreement, dated as of April 30, 2009, by 

and between the UST and Canada Development Investment Corporation (“CDIC”) (the 

“Original Letter Agreement”). Pursuant to a notice of assignment by CDIC dated May 29, 2009, 

Canada CH is the holder of any rights, title and interests of CDIC in, to and under the Original 

Letter Agreement. 

Canada CH hereby acknowledges receipt of U.S. $15 million as payment in full of any and all 

amounts due and payable to CDIC and its assignee, Canada CH, under the Letter Agreement or 

the Original Letter Agreement. 

The parties hereto acknowledge that such payment is in full satisfaction of all rights and 

obligations under the Letter Agreement or the Original Letter Agreement and all rights and 

obligations of the parties to the Letter Agreement or the Original Letter Agreement have 

terminated and are of no further force and effect. 

This acknowledgment shall be governed by the laws of the State of New York, its conflict of 

laws rules notwithstanding. 

This acknowledgment may be executed in one or more counterparts, each of which shall be 

deemed to be an original, but all of this shall constitute one agreement. 

[Remainder of this page intentionally left blank] 
[Signature Page to Letter Agreement between UST and Canada]

Please evidence your agreement with the foregoing by executing this letter agreement in the 

space indicated below. 

Very truly yours, 

 UNITED STATES DEPARTMENT OF 

THE TREASURY 

By: 

Name: 

Title: 
[Signature Page to Letter Agreement between UST and Canada]

Agreed and Accepted: 

CANADA CH INVESTMENT CORPORATION 

By: ____________________________________ 

Name: 

Title: 
EXHIBIT B 

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), 

dated as of _______ __, 2011, is made between the United States Department of Treasury 

(“Assignor”), and Fiat North America LLC (“Assignee”). Reference is made to that certain 

Agreement Regarding Equity Recapture, dated as of June 2, 2011 (the “ERA Agreement”), by 

and between Assignee and Assignor. Capitalized terms used but not defined herein shall have 

the meanings ascribed to such terms in the ERA Agreement. 

W I T N E S S E T H: 

WHEREAS, Assignor is party to the Equity Recapture Agreement, dated as of 

June 10, 2009 (the “Equity Recapture Agreement”) between the UST and the UAW Retiree 

Medical Benefits Trust (the “VEBA”) on behalf of itself and its wholly owned VEBA Holdcos 

(as defined therein); and 

WHEREAS Assignor desires to assign to Assignee all rights, title and interest in 

the Equity Recapture Agreement (including the full Contingent Value Right (as defined 

therein)). 

NOW THEREFORE, for value received, the receipt and sufficiency of which is 

hereby acknowledged: 

1. Assignor, by this Agreement, effective as of ________ ___, 2011 (the “Effective 

Date”), hereby (i) conveys, assigns, transfers and delivers to, and vests in Assignee all of the 

right, title and interest, legal and equitable, of Assignor in the Equity Recapture Agreement. 

2. Assignee by this Agreement, effective as of the Effective Date, hereby accepts 

and assumes all of Assignor’s rights, title and interest, legal and equitable, in the Equity 

Recapture Agreement. 

3. From and after the date hereof, Assignor shall execute all certificates, instruments, 

documents or agreements that Assignee reasonably requests to further effectuate the transactions 

contemplated hereby. 

4. This Agreement may be executed in any number of separate counterparts, each of 

which shall together be deemed an original, but the several counterparts shall together constitute 

but one and the same agreement of the parties hereto. 

5. Notwithstanding anything herein to the contrary, the UST shall only be bound by 

this Agreement in its capacity as a holder of membership interests in the Company and a party 

hereto and nothing in this Agreement shall be binding on or create any obligation on the part of 

the UST in any other capacity or on any branch of the United States Government or subdivision 

thereof. 

6. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL 

RESPECTS SHALL BE INTERPRETED AND CONSTRUED AND GOVERNED BY AND 
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT 

REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. 

[Remainder of page intentionally left blank] 
[Assignment and Assumption Agreement] 

IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to 

be executed by their authorized representatives as of the date first written above. 

ASSIGNOR: 

THE UNITED STATES DEPARTMENT OF 

TREASURY 

By:______________________________ 

Name: 

Title: 

ASSIGNEE: 

FIAT NORTH AMERICA LLC 

By:______________________________ 

Name: 

Title: 
EXHIBIT C 
EXECUTION VERSION 

 

1 

 This Contingent Value Right was originally issued in a transaction exempt from registration 

under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not 

be sold or otherwise transferred in the absence of such registration or an applicable exemption 

therefrom.

June 10, 2009 

Equity Recapture Agreement 

FOR VALUE RECEIVED, the undersigned, Robert Naftaly, as Chairman of the Committee of 

the UAW Retiree Medical Benefits Trust, a voluntary employees’ beneficiary association trust 

(the “VEBA”), for the account and on behalf of the VEBA (which shall hereby be deemed a 

party to this contingent value right (the “Contingent Value Right”)), and UAW VEBA Holdco 

CH-00, LLC through UAW VEBA Holdco CH-12, LLC, Delaware limited liability companies, 

that are wholly-owned subsidiaries of VEBA (such companies, in aggregate, “VEBA Holdco”) 

(the “VEBA” and “VEBA Holdco” are collectively referred to herein as the “VEBA Parties,” 

or individually as the “VEBA Party”) hereby issues to the United States Department of the 

Treasury, in exchange for its for making certain loans available under the First Lien Credit 

Agreement, dated as of the date hereof, among Chrysler Group LLC and the lenders party thereto 

and other consideration, or its successors or Permitted Transferees, (“Holder”), the Contingent 

Value Right described herein. 

I. DEFINITIONS 

A. Definitions. The following terms used herein, including in the preamble, recitals, 

exhibits and schedules hereto, shall have the following meanings: 

“Aggregate Proceeds” means, as of any date, the cumulative total proceeds, net of fees 

and commissions, realized by VEBA and VEBA Holdco from (i) any Sales, whether through 

private transaction or a public offering, or (ii) distributions of or in respect of VEBA Shares 

(other than distributions made in Chrysler Stock). For purposes of this definition, the proceeds 

from a Sale of VEBA Holdco Interests to a party other than Fiat shall be the cumulative total 

proceeds net of fees and commissions actually realized by the VEBA, increased to reflect any 

adjustment computed in the manner described in Section IV (B)(3). For the avoidance of doubt, 

the VEBA or VEBA Holdco shall not be deemed to realize any proceeds as a result of (x) any 

transfers of VEBA Interests to the Holder pursuant to Section IV (A) and (y) any distributions 

with respect to taxes pursuant to Section 4.4 of the LLC Agreement, to the extent such 

distributions are used by VEBA Holdco to pay its income taxes on income allocated to it 

pursuant to such LLC Agreement (“Income Tax Payments”). 

“Appraiser” has the meaning specified in Section IV (B)(2). 
 

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“Business Day” means any day excluding Saturday, Sunday and any day which is a 

legal holiday under the laws of the State of New York or is a day on which banking institutions 

located in such state are authorized or required by law or other governmental action to close. 

“Chrysler” means New CarCo Acquisition LLC, a Delaware limited liability company 

and its successors. 

“Chrysler Stock” means limited liability company interests or any other equity interests 

of Chrysler, including common stock of Chrysler, into which such limited liability company 

interests are converted or for which such limited liability company interests are exchanged. 

 “Contingent Value Right” has the meaning specified in the preamble. 

“CVR Remaining Value” has the meaning specified in Section IV (A). 

“Dollars” and the sign “$” mean the lawful money of the United States of America. 

 “Fiat” means Fiat S.p.A. 

 “Fiat Call Option” means that certain call option agreement dated as of June 10, 2009 by 

and among the VEBA, Fiat and the United States Department of the Treasury. 

 “Final Appraisal” has the meaning specified in Section IV (B)(2). 

“Holder” has the meaning specified in the preamble hereto. 

“Holder Appraisal” has the meaning specified in Section IV (B)(2). 

“Holder Appraiser” has the meaning specified in Section IV (B)(2). 

“Income Tax Payments” has the meaning specified in the definition of “Aggregate 

Proceeds.” 

“Independent Appraisal” has the meaning specified in Section IV (B)(2). 

“Independent Appraiser” has the meaning specified in Section IV (B)(2). 

“Interim Settlement Date” has the meaning specified in Section IV (A). 

“LLC Agreement” means that certain Amended and Restated Limited Liability 

Company Operating Agreement of Chrysler Group LLC dated as of June 10, 2009. 

“Permitted Transferees” has the meaning specified in Section III (C). 

“Person” means and includes natural persons, corporations, limited partnerships, general 

partnerships, limited liability companies, limited liability partnerships, joint stock companies, 

joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts 

or other organizations, whether or not legal entities, and governmental authorities. 

“Reference Automotive Manufacturers” means General Motors Corporation, Ford 

Motor Company, Volkswagen AG, Daimler AG, BMW, Renault, Toyota Motor Corp., Honda 
 

3 

Motor Co., Nissan Motor Co., and Peugeot; provided that the list of Reference Automotive 

Manufacturers will be updated annually to eliminate any entities that are no longer operating 

independently or the shares of which are no longer traded on an internationally recognized 

securities exchange and to make such other changes as may be agreed between Fiat and Chrysler 

(acting at the direction of its independent directors). 

“Sale” has the meaning specified in Section II (A)(1). 

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, 

and any successor statute. 

“Threshold Amount” shall mean $4,250 million, increasing at a rate equal to 9% per 

annum compounded annually from January 1, 2010, calculated on an actual days elapsed basis. 

“Threshold Amount Excess” has the meaning specified in Section II (C). 

“Trading Day” means (i) if the applicable security is listed on the New York Stock 

Exchange, a day on which trades may be made thereon or (ii) if the applicable security is listed 

or admitted for trading on the American Stock Exchange, the NASDAQ Global Select Market, 

the NASDAQ Global Market or other national securities exchange or market, a day on which the 

American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or 

such other national securities exchange or market is open for business or (iii) if the applicable 

security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday 

or other than a day on which banking institutions in New York City, New York are authorized or 

obligated by law or executive order to close. 

“VEBA” has the meaning specified in the preamble hereto. 

“VEBA Appraisal” has the meaning specified in Section IV (B)(2). 

“VEBA Appraiser” has the meaning specified in Section IV (B)(2). 

“VEBA Holdco” has the meaning specified in the preamble hereto. 

“VEBA Holdco Interests” means all of the membership interests of VEBA Holdco as 

may be issued and outstanding from time to time. 

“VEBA Interests” means either VEBA Shares or VEBA Holdco Interests, as determined 

by the VEBA in its sole discretion. 

“VEBA Shares” means the Chrysler Stock issued to the VEBA on the date hereof (and 

any Chrysler Stock acquired by the VEBA or VEBA Holdco resulting from distributions on such 

shares) that are held by the VEBA or VEBA Holdco on any relevant date. 

“Volume-Weighted Average Price” means, for any Trading Day, the price per share of 

Chrysler Stock as displayed on the applicable Bloomberg page (or any successor service) in 

respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day (or, 

if such price is not available, the Volume Weighted Average Price shall mean the market value 

per share of Chrysler Stock on such Trading Day as determined by a nationally recognized 
 

4 

independent investment banking firm retained for this purpose by the VEBA and agreed to by 

the Holder after giving due consideration to volume-weighting procedures). 

II. DETERMINATION AND PAYMENT OF THRESHOLD AMOUNT EXCESS 

A. Notifications to Holder. 

1. The VEBA shall promptly notify Holder of the amount of the Aggregate 

Proceeds, and any related details (reasonably requested by Holder) in connection with any sale of 

VEBA Interests (a “Sale”). 

2. The VEBA shall maintain a register of all Sales, distributions, and Income 

Tax Payments, and the VEBA shall make available to Holder at any time and from time to time 

during business hours following reasonable prior notice any books or records (including 

accounting records) relating to the VEBA Interests and provide any other information reasonably 

requested by Holder so that Holder can verify the amount of the Aggregate Proceeds realized by 

the VEBA or VEBA Holdco from Sales of VEBA Interests or from distributions of or in respect 

of VEBA Shares. 

B. Additional Notifications. The VEBA shall also promptly notify Holder upon the 

execution of a definitive agreement in respect of a Sale and shall provide copies of the definitive 

documentation and any other documents needed for Holder to verify the amount and form of the 

consideration being paid. 

C. Determination of Threshold Amount Excess and Payment. 

1. If a Sale of VEBA Interests or a distribution of or in respect of VEBA 

Shares occurs and the Aggregate Proceeds after giving effect to such Sale or distribution equal or 

exceed the Threshold Amount, then the VEBA, or VEBA Holdco, as applicable, shall transfer to 

Holder (i) an amount in cash equal to the Aggregate Proceeds, if any, in excess of the Threshold 

Amount (the “Threshold Amount Excess”) and (ii) all remaining VEBA Interests. The 

Threshold Amount Excess shall be payable as provided in Section II (C)(2). 

2. The VEBA, or VEBA Holdco, as applicable, shall transfer to Holder the 

Threshold Amount Excess determined in accordance with Section II (C)(1) no later than ten (10) 

Business Days after the date on which the VEBA, or VEBA Holdco, as applicable, receives the 

proceeds from the Sale or distribution as a result of which there is a Threshold Amount Excess, 

in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or 

condition, by wire transfer to the account or accounts of Holder notified to the VEBA in writing. 

D. Subsequent Transaction. In the event of a sale, merger or other transaction in 

which VEBA Holdco receives, in exchange for the VEBA Shares, new shares or securities of 

Chrysler or any other company, this Contingent Value Right shall survive and be exercisable 

with respect to such shares or securities under the terms herein. The application of the factors in 

Section IV (B) shall be adjusted to reflect the new shares or securities received by VEBA 

Holdco. 

E. Anti-Avoidance. Any transaction that is structured as an indirect sale of the 

VEBA Shares (other than a Sale of VEBA Holdco Interests), or of the VEBA Holdco Interests, 

such as the sale of a derivative instrument or other similar transaction, that results in payments to 
 

5 

or receipt of value by the VEBA or VEBA Holdco, directly or indirectly, in respect of the VEBA 

Interests, shall be treated as the receipt of Aggregate Proceeds and subject to the Holder’s rights 

hereunder in every respect. 

III. PLEDGE PROHIBITION; REPURCHASE RIGHT; TRANSFER RIGHTS 

A. Pledge Prohibition. Neither the VEBA nor, as applicable, VEBA Holdco, shall 

directly or indirectly pledge, encumber or hypothecate the VEBA Interests without the prior 

consent of the Holder. 

B. Repurchase Right. The Holder shall have the right, at any time, to purchase all of 

the then outstanding VEBA Interests for an amount equal to the Threshold Amount less the 

Aggregate Proceeds received by VEBA Holdco, or the VEBA, through the date on which the 

purchase price is paid to VEBA Holdco or the VEBA, as applicable (the “Repurchase Right”). 

Payment of the purchase price shall be in Dollars in same day funds, without defense, setoff or 

counterclaim, free of any restriction or condition, and delivered by wire transfer to the account or 

accounts of VEBA Holdco, or the VEBA, as applicable, notified to Holder in writing. The 

amounts paid pursuant to this Section III (B) shall be adjusted in the manner described in Section 

IV (B)(3). The Fiat Call Option shall expire upon the earlier of the exercise of the Repurchase 

Right and the surrender to the Holder of all remaining VEBA Interests held by VEBA Holdco or 

the VEBA, as applicable. 

C. Transfer by Holder. Subject to any applicable federal or state securities laws, the 

Holder shall have the right to transfer any portion of this Contingent Value Right to no more than 

five transferees that are each an “accredited investor,” as such term is defined in Regulation D 

under the Securities Act (such transferees, “Permitted Transferees”). In the event that Holder 

transfers any portion of this Contingent Value Right, appropriate adjustments will be made to 

reflect the division of the rights of Holder hereunder, including determination of any amounts 

payable under Section II or Section IV, among such Holders. 

IV. INTERIM SETTLEMENT PAYMENTS 

A. If, on December 31, 2014, December 31, 2016 and December 31, 2018 (each an 

“Interim Settlement Date”), the Threshold Amount has not been reached and the VEBA or 

VEBA Holdco, as applicable, continues to hold any VEBA Interests, the VEBA or VEBA 

Holdco, as applicable, shall transfer to Holder, within ten (10) Business Days after the relevant 

Interim Settlement Date or the date that the value of the VEBA Shares is finally determined 

pursuant to Section IV (B)(2), as applicable, a portion of the VEBA Interests then held by it 

having a value equal to the following percentages of the remaining value of the Contingent 

Value Right (the “CVR Remaining Value”), determined as of such Interim Settlement Date in 

accordance with Section IV (B): 

1. On December 31, 2014, 33% of the CVR Remaining Value; 

2. On December 31, 2016, 50% of the CVR Remaining Value minus the 

value of the VEBA Interests transferred in respect of the previous Interim Settlement Date (as 

measured on such previous Interim Settlement Date); and 
 

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3. On December 31, 2018, 100% of the CVR Remaining Value minus the 

value of the VEBA Interests transferred in respect of the two previous Interim Settlement Dates 

(as measured on such previous Interim Settlement Dates). 

For purposes of determining the number of VEBA Interests to be so transferred, the value of 

each VEBA Share shall be as determined pursuant to Section IV (B)(1)(a) or, if applicable, 

Section IV (B)(2). 

B. Settlement Valuation. The CVR Remaining Value, as of any Interim Settlement 

Date, shall be determined as follows: 

1. In the event the Chrysler Stock is publicly traded on the New York Stock 

Exchange, or if the Chrysler Stock is not listed on the New York Stock Exchange on any other 

national or regional securities exchange or market on which the Chrysler Stock is listed, then the 

CVR Remaining Value shall be calculated based on the value of a call option as determined by 

the Black-Scholes formula using the following assumptions: 

a. The stock price of the Chrysler Stock shall be equal to the average 

of the Volume-Weighted Average Price per share of Chrysler Stock for each of the 60 

consecutive Trading Days ending on the Interim Settlement Date. 

b. The exercise price shall be based on an implied future stock price 

equivalent to the Threshold Amount as of the relevant maturity date (determined in accordance 

with (d) below) less the Aggregate Proceeds as of the Interim Settlement Date divided by the 

number of VEBA Interests as of the Interim Settlement Date. 

c. The risk free interest rate shall be equal to the rate for a U.S. 

Treasury Note for a term equal to the assumed time to maturity as of the Interim Settlement Date. 

d. The time to maturity shall be equal to: (i) ten years for the 

December 31, 2014 Interim Settlement Date, (ii) seven years for the December 31, 2016 Interim 

Settlement Date and (iii) five years for the December 31, 2018 Interim Settlement Date. 

e. The standard deviation of the annualized continuously 

compounded rate of return shall be equal, in the case that the Chrysler Stock has been publicly 

traded on the New York Stock Exchange or any other national or regional securities exchange or 

market for at least two years, to that of the Chrysler Stock over the two years immediately 

preceding the Interim Settlement Date, but excluding the first 30 days after Chrysler Stock has 

publicly traded. If the Chrysler Stock has not been publicly traded on the New York Stock 

Exchange or any other national or regional securities exchange or market for at least two years, 

such rate shall be calculated using the average of such standard deviations of the Reference 

Automotive Manufacturers over the two years immediately preceding the applicable Interim 

Settlement Date. 

f. The number of shares shall be equal to the number of VEBA 

Interests as of the applicable Interim Settlement Date. 

g. The foregoing calculation shall not take into account the Fiat Call 

Option. 
 

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2. In the event the Chrysler Stock is not publicly traded on the New York 

Stock Exchange or any other national or regional securities exchange or market, the value of the 

Contingent Value Right shall be determined through separate appraisals conducted by an 

independent nationally recognized investment bank appointed by the VEBA (the “VEBA

Appraiser”) and an independent nationally recognized investment bank appointed by the Holder 

(the “Holder Appraiser”). The VEBA Appraiser and the Holder Appraiser shall each be 

instructed to complete their respective appraisals within 45 days of their appointments. Subject 

to the execution of customary confidentiality agreements by the VEBA Appraiser and the Holder 

Appraiser, the VEBA, VEBA Holdco and Holder shall provide or cause to be provided to the 

VEBA Appraiser and the Holder Appraiser all relevant material and information reasonably 

necessary to value the Contingent Value Right or as is reasonably requested by the VEBA 

Appraiser or the Holder Appraiser. After both the VEBA Appraiser and the Holder Appraiser 

have submitted their appraisals, if the respective determinations of the value of the Contingent 

Value Right by the VEBA Appraiser (such determination the “VEBA Appraisal”) and the 

Holder Appraiser (such determination the “Holder Appraisal”) are within 10% of each other, 

then the value of the Contingent Value Right shall be the average of the VEBA Appraisal and the 

Holder Appraisal (such average, a “Final Appraisal”). In the event that the VEBA Appraisal 

and the Holder Appraisal are not within 10% of each other, then the appraisers shall mutually 

agree upon and appoint an independent nationally recognized investment bank (the 

“Independent Appraiser”) to determine the value of the Contingent Value Right under the 

same procedures set forth in this Section IV (B)(2) (such determination, the “Independent 

Appraisal”). The Independent Appraisal shall then be averaged with either the VEBA Appraisal 

or the Holder Appraisal, whichever amount is closer to the Independent Appraisal, and such 

average shall be a Final Appraisal. The Final Appraisal shall be final and binding on the parties 

and shall not be subject to any appeal or review procedure. The parties shall each bear the costs 

and expenses related to their respective appraisers and shall each bear one half of the costs and 

expenses of the Independent Appraiser. 

3. To the extent the VEBA Interests transferred pursuant to Section IV (A) 

are VEBA Holdco Interests, the CVR Remaining Value shall be adjusted as appropriate to take 

into account the reasonably determined difference in value between the VEBA Shares and the 

VEBA Holdco Interests, taking into account relevant items including, without limitation, (i) any 

foregone step-up in the adjusted basis of Chrysler’s assets that a purchaser would have been 

entitled to obtain for tax purposes if it had acquired the VEBA Shares, (ii) the value of any tax 

attributes (positive or negative) of VEBA Holdco existing at the time of the transfer, and (iii) any 

tax or other liabilities of VEBA Holdco. VEBA shall make any representations and warranties 

regarding VEBA Holdco as may be reasonably requested by Holder and shall indemnify and 

hold harmless the Holder from any loss or expense resulting from any liabilities of VEBA 

Holdco. The adjustments made pursuant to this Section IV (B)(3) shall be determined under the 

procedures described in Section IV (B)(2). 

V. MISCELLANEOUS 

A. Tax Treatment. The VEBA, VEBA Holdco and Holder agree (i) to treat the 

Contingent Value Right, solely for tax purposes, as a partnership between VEBA Holdco and 

Holder, pursuant to which income shall be allocated among VEBA Holdco and Holder consistent 

with the economic arrangements described herein and payments to Holder in the form of VEBA 

Shares shall be treated as distributions of property from the partnership to Holder pursuant to 

Section 731 of the Internal Revenue Code; and (ii) that the VEBA shall, or shall cause VEBA 
 

8 

Holdco to, file tax returns for the partnership consistent with the foregoing characterization, of 

which VEBA Holdco shall be the tax matters partner, provided that nothing in this Section V (A) 

shall reduce the rights and entitlement of Holder pursuant to this Agreement. 

B. US Treasury. Notwithstanding anything in this Contingent Value Right to the 

contrary, the US Treasury shall only be bound by this Contingent Value Right in its capacity as 

Holder, and nothing in this Contingent Value Right shall be binding on or create any obligation 

on the part of the US Treasury in any other capacity or any branch of the United States 

Government or subdivision thereof. 

C. Notices. Any notice or other communication herein required or permitted to be 

given under this Contingent Value Right to any party shall be sent to such party’s address as set 

forth on Schedule 1 hereto or as otherwise specified to each party hereto in writing. Each notice 

hereunder shall be in writing and may be personally served or sent by telefacsimile or United 

States mail or courier service and shall be deemed to have been given when delivered in person 

or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three 

(3) Business Days after depositing it in the United States mail with postage prepaid and properly 

addressed. 

D. Termination. For the avoidance of doubt, this Contingent Value Right will 

terminate following any payment on the December 31, 2018 Interim Settlement Date or upon the 

payment of the Threshold Amount Excess, if earlier. 

E. Amendments and Waivers. This Contingent Value Right may only be amended 

by an instrument in writing executed by the VEBA Parties and Holder. 

F. Successors; No Third Party Beneficiaries. This Contingent Value Right shall be 

binding upon the parties hereto and their respective successors and Permitted Transferees of 

Holder and shall inure to the benefit of the parties hereto and the successors or Permitted 

Transferees. No rights or obligations of the VEBA Parties hereunder nor any interest therein may 

be assigned or delegated without the prior written consent of Holder (and any purported 

assignment or delegation without such consent shall be null and void). Each VEBA Party may 

not merge with or into or sell or transfer all or substantially all of its assets to any Person unless 

such Person assumes all of the obligations of the VEBA Party, pursuant, in the case of an asset 

sale, to documentation in form and substance reasonably satisfactory to Holder. Nothing in this 

Contingent Value Right, expressed or implied, shall be construed to confer upon any Person 

(other than the parties hereto, their respective successors, assigns permitted hereby and Permitted 

Transferees) any legal or equitable right, remedy or claim under or by reason of this Contingent 

Value Right. 

G. Severability. In case any provision in or obligation hereunder shall be invalid, 

illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the 

remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, 

shall not in any way be affected or impaired thereby. 

H. Headings. Section headings herein are included herein for convenience of 

reference only and shall not constitute a part hereof for any other purpose or be given any 

substantive effect. 
 

9 

I. GOVERNING LAW; VENUE. THIS CONTINGENT VALUE RIGHT SHALL 

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE 

STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW 

PRINCIPLES THEREOF. ANY ACTION OR PROCEEDING AGAINST THE PARTIES 

RELATING IN ANY WAY TO THIS CONTINGENT VALUE RIGHT MAY BE BROUGHT 

AND ENFORCED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK 

LOCATED IN THE BOROUGH OF MANHATTAN OR (TO THE EXTENT SUBJECT 

MATTER JURISDICTION EXISTS THEREFOR) THE U.S. DISTRICT COURT FOR THE 

SOUTHERN DISTRICT OF NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT 

TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION 

OR PROCEEDING. 

J. Counterparts. This Contingent Value Right may be executed in any number of 

counterparts, each of which when so executed and delivered shall be deemed an original, but all 

such counterparts together shall constitute but one and the same instrument. Delivery of an 

executed counterpart of a signature page to this Contingent Value Right by facsimile or other 

electronic transmission will be effective as delivery of a manually executed counterpart thereof 

K. Effectiveness; Entire Agreement. This Contingent Value Right shall become 

effective upon the execution of a counterpart hereof by each of the parties hereto. This 

Contingent Value Right represents the entire agreement of the VEBA Parties and Holder with 

respect to the subject matter hereof, and there are no promises, undertakings, representations or 

warranties by the VEBA Parties or Holder relative to the subject matter hereof not expressly set 

forth or referred to herein. 

L. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY 

WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT 

IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION 

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH 

THIS CONTINGENT VALUE RIGHT OR ANY OF THE TRANSACTIONS 

CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT 

NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS 

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD 

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER 

AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS 

CONTINGENT VALUE RIGHT AND THE TRANSACTIONS CONTEMPLATED BY THIS 

CONTINGENT VALUE RIGHT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE 

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION V (L). 

[Remainder of page intentionally left blank] 



 

SCHEDULE 1 

Notice Addresses 

VEBA: 

UAW Retiree Medical Benefit Trust 

P.O. Box 14309 

Detroit, MI 48214 

Attention: Robert Naftaly 

Facsimile: 313-926-4065 

 with a copy to: 

Cleary Gottlieb Steen & Hamilton 

One Liberty Plaza 

New York, NY 10006 

Attention: Richard S. Lincer/David I. Gottlieb 

Facsimile: 212-225-3999 

US Treasury: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, DC 20220 

Attention: Chief Counsel Office of Financial Stability 

Facsimile: 202-927-9225 

 with a copy to: 

Cadwalader, Wickersham & Taft LLP 

One World Financial Center 

New York, NY 10281 

Attention: John J. Rapisardi, Esq. / R. Ronald Hopkinson, Esq. 

Facsimile: 212-504-6666 

VEBA Holdcos: 

UAW VEBA Holdco 

P.O. Box 14309 

Detroit, MI 48214 

Attention: Robert Naftaly 

Facsimile: 313-926-4065