Exhibit
4.1


 


REDEMPTION AGREEMENT


 


THIS
REDEMPTION AGREEMENT (the “Agreement”), dated as of June 3, 2009
(the “Effective Date”), is made by and among Daimler North America
Finance Corporation (formerly known as DaimlerChrysler North America Finance
Corporation), a Delaware corporation (“DNAF”), Daimler Investments US
Corporation (formerly known as DaimlerChrysler Holding Corporation), a Delaware
corporation (“DIUS”, and together with DNAF, the “DC Contributors”),
Chrysler Holding LLC, a Delaware limited liability company (the “Company”),
CG Investment Group, LLC, a Delaware limited liability company (“CGI”)
and an affiliate of Cerberus Capital Management, L.P., CG Investment Group II,
LLC, a Delaware limited liability company (“CGI II”) and an affiliate of
Cerberus Capital Management, L.P., Chrysler Holding Management LLC, a Delaware
limited liability company (“HoldCo Management Company”), FinCo
Management LLC, a Delaware limited liability company (“FinCo Management Company”),
and CarCo Management LLC, a Delaware limited liability company (“CarCo Management
Company”, and together with the Company, CGI, CGI II, HoldCo Management
Company and FinCo Management Company, the “Chrysler Parties”, and
together with the DC Contributors, the “Parties”). Capitalized terms
used herein and not otherwise defined shall have meanings ascribed to such
terms in the Second Amended and Restated Limited Liability Company Operating
Agreement of the Company, dated as of May 22, 2009 (as amended, the “LLC
Agreement”).


 


RECITALS:


 


A.            The DC Contributors, CGI,
HoldCo Management Company, FinCo Management Company and CarCo Management
Company are all of the Members of the Company that entered into an initial
limited liability company agreement of the Company on August 3, 2007, and
CGI II was admitted as a Member of the Company prior to the execution of this
Agreement.


 


B.            Since August 3,
2007, the United States auto industry has significantly changed in a manner
unforeseen and unforeseeable on such date, the credit markets have become
increasingly difficult to access, the worldwide economic environment has
required the Company and its Subsidiaries to borrow funds from the United
States Department of the Treasury pursuant to the Emergency Economic
Stabilization Act of 2008, and the Company requires future assistance or
alliances which may not be accessible while the DC Contributors continue to be
Members; and the Parties desire to continue operations of the Company and the
Company Subsidiaries without the future involvement of the DC Contributors as
Members of the Company.


 


C.            Accordingly, the Company
desires to redeem the 4,468,942 Class B Membership Interests held by DIUS
(collectively, the “DIUS Interests”), and the 15,431,058 Class A
Membership Interests and the 20 Residual Value Interests held by DNAF (the “DNAF
Interests” and, together with the DIUS Interests, the “DC Contributor
Interests”) for their agreed upon fair market value, and each of DIUS and
DNAF desires, respectively, to have the DIUS Interests and DNAF Interests held
by it redeemed, upon the terms and subject to the conditions set forth in this
Agreement.


 


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D.            The DC Contributors, the
Company and CGI have agreed that, pursuant to the Contribution Agreement, the
DC Contributors have the obligation to pay to the Company (i) an amount
equal to $16,850,000 (the “Final Headquarters Reimbursement”) relating
to the Headquarters Reimbursement Amount (as defined in the Contribution
Agreement) and (ii) an amount equal to $5,500,000 (the “Equity Award
Amount”, and together with the Final Headquarters Reimbursement, the “Company
Receivable”) relating to the Company Equity Award Holder Payments (as
defined in the Contribution Agreement).


 


NOW,
THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, and intending to be legally
bound, the Parties agree as follows:


 


1.             Redemption of DC Contributor
Interests.  The Company
hereby redeems, and the DC Contributors hereby tender for redemption, all of
the DC Contributor Interests solely in exchange for the assignment by the
Company of the Company Receivable to the DC Contributors (the “Redemption”).
The Parties agree that (i) the DC Contributors shall not be entitled to
any further consideration in exchange for the DC Contributor Interests, and (ii) the
Company shall not be entitled to any further consideration in exchange for the
assignment by the Company of the Company Receivable. All of the DC Contributor
Interests are hereby retired and cancelled and shall not be reissued.


 


2.             Assignment.


 


(a)           The Company hereby transfers and assigns all of its
right, title and interest in and to the Company Receivable to the DC
Contributors, and the DC Contributors hereby accept such transfer and
assignment (the “Company Receivable Assignment”) as follows:


 


(i)            first, (A) $16,850,000
of the right to receive the Final Headquarters Reimbursement and (B) $480,774.97
of the right to receive the Equity Award Amount, to DNAF in exchange for all of
the Class A Membership Interests held by DNAF;


 


(ii)           second, $111.75
of the right to receive the Equity Award Amount to DNAF in exchange for all of
the Residual Value Interests held by DNAF; and


 


(iii)          thereafter, the
remaining $5,019,113.28 of the Company Receivable to DIUS in exchange for all
of the DIUS Interests.


 


3.             Representations and
Warranties of the DC Contributors.  The DC Contributors hereby represent, jointly
and severally, to each of the Chrysler Parties, as of the Effective Date, as
follows:


 


(a)           Each of the DC
Contributors is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Each of the DC Contributors
has all necessary corporate power and authority to enter into this


 


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Agreement,
to carry out its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery by each DC Contributor of this
Agreement, the performance by such DC Contributor of its obligations hereunder
and the consummation by such DC Contributor of the transactions contemplated
hereby have been duly authorized by all requisite corporate action on the part
of such DC Contributor and its stockholders.


 


(b)           This Agreement
has been duly executed and delivered by the DC Contributors and (assuming due
authorization, execution and delivery by each of the Chrysler Parties)
constitutes a legal, valid and binding obligation of the DC Contributors,
enforceable against each of the DC Contributors in accordance with its terms,
subject to the effect of any applicable bankruptcy, insolvency (including all
laws relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors’ rights generally and subject to the effect of general
principles of equity (regardless of whether considered in any claim, inquiry,
arbitration, suit or action at law or in equity or any other judicial or
administrative or bankruptcy proceeding (each a “Proceeding”  and collectively “Proceedings”)) .


 


(c)           Except as may
result from any facts or circumstances relating solely to the Chrysler Parties
or their Subsidiaries, the execution, delivery and performance by each of the
DC Contributors of this Agreement does not and will not (i) violate,
conflict with or result in the breach of any provision of the certificate of
incorporation or bylaws of such DC Contributor, (ii) conflict with or
violate any Law or any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Entity (“Governmental
Order”)  applicable to such DC
Contributor, (iii) conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, payment, acceleration or cancellation of, any
note, bond, mortgage or indenture, contract, agreement, lease, sublease,
license, permit, franchise or other instrument or arrangement to which such DC
Contributor is a party, or (iv) result in the creation of 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 seller of such
receivables, any filing or agreement to file a financing statement as a debtor
under the Uniform Commercial Code or any similar statute of any jurisdiction
other than to reflect ownership by a third Person of property leased under a
lease that is not in the nature of a conditional sale or title retention
agreement (collectively, “Liens”), 
upon the assets of such DC Contributor, except, in the case of clauses
(ii), (iii) and (iv), as would not have, individually or in the aggregate,
a material adverse effect on the ability of such DC Contributor to consummate
any of the transactions contemplated by this Agreement or perform any of its
obligations hereunder (a “DC Contributor Material Adverse Effect”).


 


(d)           The execution,
delivery and performance of this Agreement by the DC Contributors does not and
will not require any consent, approval, authorization or other order of, action
by, filing with or notification to any Governmental Entity or third party,


 


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except
where such failure to obtain such consents, approvals, authorizations, orders
or actions, or to make such filings or notifications, would not have,
individually or in the aggregate, a DC Contributor Material Adverse Effect.


 


(e)           There are no
Proceedings by or before any Governmental Entity pending or, to the DC
Contributors’ knowledge, threatened in writing, that would materially affect
the legality, validity or enforceability of this Agreement or the consummation
of the transactions contemplated hereby.


 


(f)            No broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of any DC Contributor.


 


(g)           Each of the DC
Contributors owns, beneficially and of record, and has good and valid title to,
the DC Contributor Interests being redeemed from it hereunder, free and clear
of all Liens.


 


4.             Representations and
Warranties of the Chrysler Parties.  As of the Effective Date, each of the Company,
CGI, CGI II, HoldCo Management Company, FinCo Management Company and CarCo
Management Company hereby represents and warrants with respect to itself only,
severally but not jointly, as follows:


 


(a)           Such Chrysler
Party is a limited liability company duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization. Such Chrysler
Party has all necessary limited liability company power and authority to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery by such
Chrysler Party of this Agreement, the performance by such Chrysler Party of its
obligations hereunder and the consummation by such Chrysler Party of the
transactions contemplated hereby have been duly authorized by all requisite
limited liability company action on the part of such Chrysler Party and its
members.


 


(b)           This Agreement
has been duly executed and delivered by such Chrysler Party and (assuming due
authorization, execution and delivery by each of the DC Contributors)
constitutes a legal, valid and binding obligation of such Chrysler Party,
enforceable against such Chrysler Party in accordance with its terms, subject
to the effect of any applicable bankruptcy, insolvency (including all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors’ rights generally and subject to the effect of general
principles of equity (regardless of whether considered in a Proceeding).


 


(c)           Except as may
result from any facts or circumstances relating solely to the DC Contributors
or their Subsidiaries, the execution, delivery and performance by such Chrysler
Party of this Agreement does not and will not (i) violate, conflict with
or result in the breach of any provision of the certificate of formation or
limited liability company agreement of such Chrysler Party, (ii) conflict
with or violate any Law or any


 


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Governmental
Order applicable to such Chrysler Party, (iii) conflict with, result in
any breach of, constitute a default (or event which with the giving of notice
or lapse of time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, payment,
acceleration or cancellation of, any note, bond, mortgage or indenture,
contract, agreement, lease, sublease, license, permit, franchise or other
instrument or arrangement to which such Chrysler Party is a party, or (iv) result
in the creation of any Liens upon the assets of such Chrysler Party, except, in
the case of clauses (ii), (iii) and (iv), as would not have, individually
or in the aggregate, a material adverse effect on the ability of such Chrysler
Party to consummate any of the transactions contemplated by this Agreement or
perform any of its obligations hereunder (a “Chrysler Party Material Adverse
Effect”).


 


(d)           The execution,
delivery and performance of this Agreement by such Chrysler Party does not and
will not require any consent, approval, authorization or other order of, action
by, filing with or notification to any Governmental Entity or third party,
except where such failure to obtain such consents, approvals, authorizations,
orders or actions, or to make such filings or notifications, would not have,
individually or in the aggregate, a Chrysler Party Material Adverse Effect.


 


(e)           There are no
Proceedings by or before any Governmental Entity pending or, to such Chrysler
Party’s knowledge, threatened in writing, that would materially affect the
legality, validity or enforceability of this Agreement or the consummation of
the transactions contemplated hereby.


 


(f)            No broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of such Chrysler Party.


 


5.             Representations and
Warranties of the Company.  As
of the Effective Date, the Company hereby represents and warrants with respect
to itself only to each of the DC Contributors as follows:


 


(a)           The Company is
redeeming the DC Contributor Interests in light of the changed economic
conditions affecting, inter alia,
the automotive industry, the credit markets and the worldwide economic
environment in general.


 


(b)           The Company is
not currently discussing with any Person the issuance or transfer of Class A
Membership Interests, Class B Membership Interests or any substantially
similar class of common Membership Interests in exchange for consideration that
would be inconsistent to a material extent with the fair market value of the
Company Receivable.


 


(c)           No Company
Property has been distributed to any Member after August 3, 2007 and
before the Effective Date.


 


(d)           No Company
Property is being distributed by the Company on the date of the Redemption
other than the Company Receivable.


 


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(e)           The Redemption
is not contingent upon the admission of any other Person as a Member or any
capital contribution to the Company by a new or existing Member.


 


(f)            The Redemption
will not result in the termination of the Company as a partnership for United
States federal, state or local income tax purposes.


 


(g)           The Company has
no current plan or intention to make an election or take any other actions that
would, separately or in the aggregate, result in the Company being treated
other than as a partnership for United States federal, state and local income
tax purposes.


 


(h)           The Redemption
and Company Receivable Assignment will not result in a termination pursuant to Section
708(b)(1)(A) of the Code and are not part of a plan to liquidate the Company
for United States federal, state or local income tax purposes.


 


(i)            The Company
owns, beneficially and of record, and has good and valid title to, the Company
Receivable being assigned hereunder, free and clear of all Liens.


 


(j)            The Company has
not assigned, conveyed or otherwise transferred any right, title or interest in
or to, or arising out of or in connection with the Company Receivable to any
Person.


 


6.             Tax Covenants and Agreements.  Each of the Parties (or, if otherwise
specified, each of the Parties so specified) hereby agrees and covenants with
respect to itself only, severally but not jointly, to each of the other Parties
that solely for United States federal, state and local income tax law purposes:


 


(a)           It shall treat
the Company for all taxable periods through the date of the Redemption as a
partnership and shall file all relevant tax returns in respect of the Company
or its Membership Interest in a manner consistent therewith.


 


(b)           It has not made
and will not make any election that is inconsistent with the treatment of the
Company as a partnership for United States federal, state and local income tax
purposes through the end of the Effective Date.


 


(c)           It shall treat
the Company Receivable Assignment as (i) the sole consideration
transferred in exchange for the DC Contributor Interests and (ii) a
distribution under Section 731 or Section 736(b) of the Code to
DIUS and DNAF.


 


(d)           It shall treat
the Company Receivable as property that was contributed (within the meaning of
Sections 704(c) and 751(b) of the Code and the Treasury Regulations
thereunder) by the DC Contributors to the Company pursuant to the Contribution
Agreement.


 


(e)           It shall not
treat the Company, the DC Contributors or any Member as having recognized gain
or loss in connection with the Redemption under Sections 704(c), 707 or 751 of
the Code.


 


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(f)            In respect of
all tax periods through the Effective Date, it shall follow the Tax treatment
of the Company set forth in Sections 4.6(a)(ii), (iv) and (v) of the
LLC Agreement.


 


(g)           The Company
shall permit the DC Contributors to participate, at their own expense, in any
audit or other Proceedings with respect to United States federal, state or
local income tax (a “Tax Dispute”) 
that relates to matters set forth in this Section 6 and in Section 7
of this Agreement or to any representation in Section 5 of this
Agreement (a “Relevant Tax Matter”). The Company and its Tax Matters
Member shall take into consideration any proposals or arguments of the DC
Contributors in relation to any Tax Dispute of a Relevant Tax Matter. The
Company and its Tax Matters Member shall not settle any such Tax Dispute
administratively or otherwise without the prior written consent of the DC
Contributors, which consent shall not be unreasonably withheld or delayed.


 


(h)           It shall not
take any position on any United States federal, state or local income Tax
Return or in any administrative or judicial Proceeding that is inconsistent
with the agreements and covenants stated in this Section 6 or the
representations stated in Section 5 of this Agreement.


 


7.             Tax Statements and Tax
Returns.


 


(a)           The DC
Contributors shall prepare, and the Company shall file with its United States
federal income Tax Return (and as applicable any state and local income Tax
Returns) for the taxable year of the Company in which the Redemption occurs,
the Section 751(b) statement required pursuant to Section 1.751-1(b)(5) of
the Treasury Regulations in the form of Schedule 7 attached hereto and
such statement shall be binding on the Parties.


 


(b)           The DC
Contributors shall prepare and file all statements and make all disclosures
that are required pursuant to Sections 1.707-3(c)(2) and 1.707-8 of the
Treasury Regulations in connection with the transactions contemplated by the
Contribution Agreement and this Agreement, which statements shall be binding on
all Parties, and the Company shall not prepare or file any such statement.


 


(c)           For all tax
periods of the Company up to and including the Effective Date, the Company
shall maintain, or cause to be maintained, the Capital Accounts in accordance
with Article VI of the LLC Agreement.


 


(d)           The Parties
shall file all United States federal, state and local income Tax Returns
consistently with the representations, covenants and agreements contained in Sections
4, 5 and 6 and this Section 7.


 


8.             Further Assurances.  The Chrysler Parties and the DC Contributors
agree that, from time to time, upon reasonable request, each of them will
execute and deliver such further instruments and take such other commercially
reasonable action as may be reasonable and necessary to carry out the purposes
and intents of this Agreement.


 


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9.             Survival of Representations
and Warranties.  The
representations and warranties contained in this Agreement shall survive the
Effective Date for a period of 12 months; provided, however, that
the representations and warranties contained in Sections 3(a), (b) and
(g), Sections 4(a) and (b), and Sections 5(b) through
5(j) shall survive the Effective Date indefinitely.


 


10.           Entire Agreement.  This Agreement (including the Schedules and
Annexes hereto) constitutes the entire agreement of the Parties with respect to
the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, between the Parties with respect to the subject matter
hereof.


 


11.           Notice.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by an internationally recognized overnight courier service, or by
facsimile (with a copy simultaneously sent by overnight courier service) to the
respective Parties at the following addresses (or at such other address for a
Party as shall be specified in a notice given in accordance with this Section 11):


 


(i)                if to a DC Contributor:


 


c/o Daimler AG

HPC 096- F105

70546 Stuttgart

Germany

Telecopy: +49 711.174.1848

Attention:        Gerd T. Becht


 


with a copy to:


 


Shearman & Sterling LLP

599 Lexington Ave.

New York, NY 10022

United States of America

Telecopy: +1 212.848.7179

Attention:      W. Jeffrey Lawrence


Peter Blessing


 


(ii)               if to any Chrysler Party:


 


c/o Cerberus Capital Management L.P.

299 Park Avenue

New York, NY 10171


United States of America


Telecopy:       +1 212.750.5212


Attention:       Lenard B. Tessler


Brett Ingersoll


Seth Gardner


 


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with a copy to:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, NY 10022


Telecopy: +1 212.593.5955


Attention:      Alan S. Waldenberg


Richard A. Presutti


 


12.           Amendment.  This Agreement may not be amended or modified
except by an instrument signed by, or on behalf of, each of the Parties.


 


13.           Assignment.  This Agreement may not be assigned by
operation of law or otherwise without the express written consent of each of
the Parties (which consent may be granted or withheld in the sole discretion of
such Parties), as the case may be; provided, however,  that each of the Parties shall be permitted
to assign its rights hereunder to any of its Affiliates; provided,  further, that no such assignment shall relieve
such Parties of their respective obligations hereunder.


 


14.           Counterparts.  This Agreement may be executed and delivered
(including by facsimile or electronic (pdf) transmission) in one or more
counterparts, and by the different Parties in separate counterparts, each of
which when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement.


 


15.           Expenses.  Except as otherwise specified in this
Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be borne by the Party
incurring such costs and expenses.


 


16.           Waiver.  Each Party may (a) extend the time for
the performance of any of the obligations or other acts of another Party, (b) waive
any inaccuracies in the representations and warranties of another Party
contained herein or in any document delivered by the other Party pursuant
hereto, or (c) waive compliance with any of the agreements of another
Party or conditions to such Party’s obligations contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in
writing signed by the Party to be bound thereby. Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or a waiver of any other term
or condition of this Agreement. The failure of any Party to assert any of its
rights hereunder shall not constitute a waiver of any of such rights.


 


17.           No Third Party Beneficiaries.  This Agreement shall be binding upon and inure
solely to the benefit of the Parties and their respective successors and
permitted assigns and nothing herein, express or implied is intended to or
shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.


 


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18.           Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated by this Agreement is 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 shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the Parties as closely as possible in an
acceptable manner in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the greatest extent possible.


 


19.           Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


20.           Consent to Jurisdiction.  Each of the Parties (a) consents to
submit itself to the personal jurisdiction of any federal or state court
located in the Borough of Manhattan in the State of New York in the event any
dispute arises out of or relates to this Agreement, (b) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, including a motion to dismiss on
the grounds of forum non conveniens, (c) agrees that it will not bring any
action arising out of or relating to this Agreement in any court other than a
federal court sitting in the Borough of Manhattan in the State of New York or a
New York state court, and (d) WAIVES ANY RIGHT TO A TRIAL BY JURY WITH
RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


21.           Confidentiality.


 


(a)           The Parties agree, except as required by Law or
stock exchange regulations, to keep confidential and not to disclose to any
Person any information about the existence of this Agreement, including the
Schedules and Annexes to this Agreement, its terms or conditions, including the
terms and conditions set forth in Schedules and Annexes to this Agreement, or
any other facts relating thereto, including information about negotiations
between the Parties and negotiations and agreements with third parties,
including Governmental Entities, which took place in connection with this
Agreement or the Schedules and Annexes to this Agreement; provided, that
each Party may disclose such information to (i) any agents,
representatives, advisors (including legal, accounting and financial advisors)
and investors, and (subject to reasonable and customary confidentiality
agreements) potential investors or acquirors of such Party or its Affiliates or
(ii) the U.S. Treasury Department, Export Development Canada and any other
governmental authority; provided further, that each Party shall inform such
Persons of the confidential nature of such information and cause such Persons
in the foregoing clause (i) to comply with the confidentiality obligations
of this Section 21 with respect to such information as if such
Person were a Party.


 


(b)           Subject to the provisos in Section 21(a), in
the event that any Party is requested pursuant to, or required by, Law to
disclose any information concerning this


 


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Agreement
(each such Party a “Notifying Party”), prompt notice of such request or
requirement shall be given to each of the other Parties in order to enable such
Parties to seek an appropriate protective order or other remedy (and if any
such Party seeks such an order, the Notifying Party will provide such
cooperation as the other Party or Parties shall reasonably request), to consult
with the Notifying Party with respect to taking steps to resist or narrow the
scope of such request or legal process, or to waive compliance, in whole or in
part, with the terms of this Agreement. In the event that such protective order
or other remedy is not obtained, or the Parties waive compliance, in whole or
in part, with the terms of this Agreement, the Notifying Party will disclose
only that portion of the information that the Notifying Party is advised in
writing by counsel is legally required to be disclosed and the Notifying Party
will use its best efforts to ensure that all information so disclosed will be
accorded confidential treatment.


 


22.           Interpretation and Rules of
Construction.  In this
Agreement, except to the extent otherwise provided or that the context
otherwise requires:


 


(a)           when a reference is made in this Agreement to a
Section, Exhibit or Schedule, such reference is to a Section of, or
an Exhibit or Schedule to, this Agreement unless otherwise indicated;


 


(b)            the headings in this Agreement are for
reference purposes only and do not affect in any way the meaning or
interpretation of this Agreement;


 


(c)           whenever the words “include,” “includes” or “including”
are used in this Agreement, they are deemed to be followed by the words “without
limitation”;


 


(d)           the words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, refer to this Agreement
as a whole and not to any particular provision of this Agreement;


 


(e)           all terms defined in this Agreement have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto, unless otherwise defined therein;


 


(f)            the definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms;


 


(g)           references to a Person are also to its successors
and permitted assigns; and


 


(h)           the use of “or” is not intended to be exclusive
unless expressly indicated otherwise.


 


[SIGNATURE PAGES TO FOLLOW]


 


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IN WITNESS WHEREOF, each
of the Parties has caused this Agreement to be executed as of the date first
written above by their respective officers thereunto duly authorized.


 


 




	
   

  	
  DAIMLER NORTH AMERICA
  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Link

  
	
   

  	
   

  	
  Name:

  	
  David
  A. Link

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ruben Simmons

  
	
   

  	
   

  	
  Name: 

  	
  Ruben
  Simmons

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  






 


[SIGNATURE
PAGE TO REDEMPTION AGREEMENT]


 

















 




	
   

  	
  DAIMLER INVESTMENTS US
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ruben Simmons

  
	
   

  	
   

  	
  Name:

  	
  Ruben
  Simmons

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas G. Huwer

  
	
   

  	
   

  	
  Name: 

  	
  Douglas
  G. Huwer

  
	
   

  	
   

  	
  Title:

  	
  Asst. Treasurer

  






 


[SIGNATURE
PAGE TO REDEMPTION AGREEMENT]


 

















 




	
   

  	
  CHRYSLER HOLDING LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CG INVESTMENT GROUP,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CG Investor, LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CG Manager, LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHRYSLER HOLDING
  MANAGMENT LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chrysler Holding LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FINCO MANAGEMENT LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chrysler Holding LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  






 


[SIGNATURE PAGE TO REDEMPTION AGREEMENT]


 

















 




	
   

  	
  CARCO MANAGEMENT LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Chrysler Holding LLC,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  






 


[SIGNATURE PAGE TO REDEMPTION AGREEMENT]


 

















 




	
   

  	
  CG INVESTMENT GROUP II,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CG Investment Group,
  LLC,

  
	
   

  	
   

  	
  as Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CG Investor, LLC,

  
	
   

  	
   

  	
  as Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CG Manager, LLC,

  
	
   

  	
   

  	
  as Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing
  Director

  






 


[SIGNATURE PAGE TO REDEMPTION AGREEMENT]


 














 


EXECUTION COPY


 






 


SETTLEMENT AGREEMENT III


 






 


 


Among


 


 


CG INVESTMENT GROUP, LLC


CG INVESTOR, LLC


CHRYSLER HOLDING LLC


CARCO INTERMEDIATE HOLDCO I LLC


CHRYSLER LLC,


the Chrysler Parties hereto,


 


 


DAIMLER AG


DAIMLER NORTH AMERICA FINANCE CORPORATION


DAIMLER INVESTMENTS US CORPORATION,

the Daimler Parties hereto,


 


 


and


 


 


the PENSION BENEFIT GUARANTY CORPORATION


 


 


Dated as of June 5, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 1.

  	
  Definitions

  	
   

  	
  5

  
	
  SECTION 2.

  	
  Representations and
  Warranties of the Daimler Parties

  	
   

  	
  10

  
	
  SECTION 3.

  	
  Representations and
  Warranties of the Chrysler Parties

  	
   

  	
  12

  
	
  SECTION 4.

  	
  Representations and
  Warranties of the PBGC

  	
   

  	
  13

  
	
  SECTION 5.

  	
  Agreements Related to the
  Plans

  	
   

  	
  14

  
	
  SECTION 6.

  	
  Settlement; Forbearance;
  Release; Expenses; Termination of Daimler Side Letter

  	
   

  	
  17

  
	
  SECTION 7.

  	
  Chrysler Debt Forgiveness

  	
   

  	
  20

  
	
  SECTION 8.

  	
  Termination and Release

  	
   

  	
  20

  
	
  SECTION 9.

  	
  Information Rights

  	
   

  	
  21

  
	
  SECTION 10.

  	
  Condition Precedent;
  Effectiveness

  	
   

  	
  21

  
	
  SECTION 11.

  	
  Confidentiality

  	
   

  	
  21

  
	
  SECTION 12.

  	
  Entire Agreement

  	
   

  	
  22

  
	
  SECTION 13.

  	
  No Other Amendment

  	
   

  	
  22

  
	
  SECTION 14.

  	
  Notices

  	
   

  	
  22

  
	
  SECTION 15.

  	
  Governing Law

  	
   

  	
  24

  
	
  SECTION 16.

  	
  Miscellaneous

  	
   

  	
  25

  
	
  SECTION 17.

  	
  Counterparts

  	
   

  	
  25

  
	
  SECTION 18.

  	
  Survival of
  Representations and Warranties

  	
   

  	
  25

  
	
  SECTION 19.

  	
  No Third Party Beneficiaries

  	
   

  	
  25

  
	
  SECTION 20.

  	
  Assignment

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  SCHEDULES

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  A

  	
  SINGLE PLAN REQUIRED
  CONTRIBUTION AMOUNT

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  B

  	
  GUARANTY

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  C

  	
  INFORMATION RIGHTS

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  EXHIBITS

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  A

  	
  APPROVAL ORDER

  	
   

  	
   

  	 

							



 


2

















 


This
SETTLEMENT AGREEMENT III, dated as of June 5, 2009 (this “Agreement”),
by and among DAIMLER NORTH AMERICA FINANCE CORPORATION (formerly known as
DaimlerChrysler North America Finance Corporation), a Delaware corporation (“DNAF”),
DAIMLER INVESTMENTS US CORPORATION (formerly known as DaimlerChrysler Holding
Corporation), a Delaware corporation (“DIUS”, and together with DNAF,
the “DC Contributors”), DAIMLER AG (formerly known as DaimlerChrysler
AG), a German Aktiengesellschaft (“Daimler”,
and together with the DC Contributors, the “Daimler Parties”), CG
INVESTMENT GROUP, LLC, a Delaware limited liability company (the “Investor”),
an affiliate of Cerberus Capital Management, L.P., CG INVESTOR, LLC, a Delaware
limited liability company (“CGI”), an affiliate of Cerberus Capital
Management, L.P., CHRYSLER HOLDING LLC, a Delaware limited liability company
(the “Company”), CARCO INTERMEDIATE HOLDCO I  LLC, a Delaware limited liability company (“Intermediate
HoldCo”), CHRYSLER LLC, a Delaware limited liability company (“CarCo”,
and together with the Investor, CGI, the Company and Intermediate HoldCo, the “Chrysler
Parties”), and the PENSION BENEFIT GUARANTY CORPORATION, a United States
Government corporation (the “PBGC”).


 


WHEREAS,
the DC Contributors, the Investor and, with respect to Section 5.03
(Confidentiality) and Section 11.10 (Guarantee), Daimler, are parties to
the Contribution Agreement, dated as of May 14, 2007 (as amended,
supplemented or otherwise modified through the date hereof, the “Contribution
Agreement”; capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Contribution Agreement);


 


WHEREAS,
Daimler, the DC Contributors, Daimler Financial Services AG, Daimler Trucks
North America LLC, Daimler Automotive de Venezuela C.A., Mercedes-Benz do
Brasil Ltda., Mercedes-Benz Egypt S.A.E., Daimler Vehiculos Comerciales Mexico,
S. de R.L. de C.V., the Investor, the Company, CarCo, Chrysler International
Corporation (“CIC”), Chrysler International Limited LLC, Chrysler Group
Egypt Limited and Chrysler de Venezuela LLC are parties to the Settlement
Agreement, dated as of March 31, 2009 (the “Settlement Agreement I”);


 


WHEREAS,
the DC Contributors, Daimler Financial Services AG, Daimler North America
Corporation, Daimler, MBtech Autodie LLC, MB-Technology GmbH, the Investor, the
Company, CarCo, Chrysler Motors LLC, Chrysler Vans LLC, Chrysler Canada Inc. (“CCI”)
and CIC are parties to the Settlement Agreement II, dated as of April 17,
2009 (the “Settlement Agreement II”);


 


WHEREAS,
the DC Contributors, Daimler, the Investor, the Company, CarCo, CCI, Chrysler
Canada Holding ULC, 3217923 Nova Scotia Company ULC, Alpha Holding LP, Chrysler
Mexico Holding, S. de R.I. de C.V., Chrysler de Mexico S.A. de C.V. and
Chrysler de Venezuela LLC are parties to the Tax Settlement Agreement, dated as
of June 3, 2009 (the “Tax Settlement Agreement”);


 


WHEREAS,
on April 30, 2009, CarCo and twenty-four of its subsidiaries (the “CarCo
Debtors”) filed voluntary petitions for relief under chapter 11 of title 11
of the United States Bankruptcy Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”), which cases are being jointly administered under Case No. 09-50002
(AJG) (the “CarCo Chapter 11 Cases”);


 


3

















 


WHEREAS,
the DC Contributors, the Investor, CG Investment Group II, LLC (“CGI II”),
the Company, Chrysler Holding Management LLC, FinCo Management LLC and CarCo
Management LLC are each party to a Redemption Agreement, dated as of June 3,
2009 (the “Redemption Agreement”), pursuant to which the Company has
redeemed (the consummation of such redemption, the “Redemption”) all of
the membership interests of the Company held by the DC Contributors;


 


WHEREAS,
subject to the terms and conditions hereof, DNAF and the Investor have agreed
to forgive the entire outstanding principal amount, together with all accrued
and unpaid interest, fees or other obligations thereon, or related thereto,
owed by CarCo and the other Loan Parties (as defined in the Second Lien Term
Loan Agreement (as defined below)) to DNAF and the Investor under the Second
Lien Term Loan Agreement;


 


WHEREAS,
subject to the terms and conditions hereof, DNAF has agreed to forgive the
entire outstanding principal amount, together with all accrued and unpaid
interest, fees or other obligations thereon, or related thereto owed by
Intermediate HoldCo to DNAF under the Subordinated Note (as defined below);


 


WHEREAS,
subject to the terms and conditions hereof, the Daimler Parties and the
Chrysler Parties have resolved certain claims;


 


WHEREAS,
the PBGC is a wholly-owned United States government corporation that
administers the pension plan termination insurance program established by Title
IV of ERISA;


 


WHEREAS,
the Plan Sponsor maintains and sponsors the Plans, which are covered by the
ERISA Title IV pension plan termination insurance program administered by the
PBGC;


 


WHEREAS,
the PBGC, Daimler, the Company, CarCo, and CGI are parties to the PBGC
Agreement, dated as of May 13, 2007 (the “PBGC Agreement”), that
required, inter alia, (a) the making of certain contributions to the
Plans, and (b) Daimler and DNAF to provide the PBGC Guaranty (as defined
below);


 


WHEREAS,
the PBGC, Daimler and DNAF are parties to the PBGC Guaranty, dated as of August 3,
2007 (the “PBGC Guaranty”), wherein Daimler and DNAF guaranteed payment
of certain liabilities which would arise in the event one or more of the Plans
is terminated;


 


WHEREAS,
the PBGC is willing to agree to the termination of the PBGC Agreement and the
PBGC Guaranty in exchange for the payment by Daimler of the Required
Contributions (as defined below) and the giving by Daimler of the Guaranty (as
defined below), in each case, in accordance with the terms hereof; and


 


WHEREAS,
contemporaneously with the execution of this Agreement, Daimler and the PBGC
have executed the Guaranty attached hereto as Schedule B (the “Guaranty”).


 


NOW,
THEREFORE, in consideration of the premises and of the mutual agreements and
covenants contained herein, and intending to be legally bound, the parties
hereto agree as follows:


 


4

















 


SECTION 1.    Definitions.
For purposes of this Agreement, the following terms shall have the following
meanings:


 


“363
Process and Transactions” means the sale and auction process contemplated
under the order of the Bankruptcy Court entered on May 8, 2009 approving
bidding procedures for the sale of substantially all of the CarCo Debtors’
assets.


 


“Act”
has the meaning given such term in Section 5(e).


 


“Action”
means any claim, action, suit, arbitration, inquiry or proceeding by or before
any Governmental Authority.


 


“Affiliate”
means an “affiliate” as defined in Section 101(2) of the Bankruptcy Code.


 


“Agreement”
has the meaning given such term in the Preamble.


 


“Agreement
Notice” has the meaning given such term in Section 5(b)(ii).


 


“Approval
Order” means an order or judgment of the Bankruptcy Court, or other court
of competent jurisdiction, in the form attached as Exhibit A hereto
or as otherwise reasonably satisfactory to the parties hereto, authorizing
CarCo to enter into and perform under this Agreement; provided that, if
a party hereto has not raised an objection with CarCo as to the form and
substance of the Approval Order prior to its entry, such Approval Order shall
be deemed to be satisfactory to such party.


 


“Avoidance
and Other Actions” means any and all avoidance, recovery, subordination or
other actions or remedies that may be brought by a debtor-in-possession or a
trustee under the Bankruptcy Code or applicable non-bankruptcy law (or by any
similar representative in a similar proceeding under applicable non-bankruptcy
law), including, without limitation, all such Section 101 Claims, actions
or remedies arising under Sections 510 and 542-553 of the Bankruptcy Code.


 


“Bankruptcy
Code” has the meaning given such term in the Recitals. 


 


“Bankruptcy
Court” has the meaning given such term in the Recitals. 


 


“CarCo”
has the meaning given such term in the Preamble.


 


“CarCo
Chapter 11 Cases” has the meaning given such term in the Recitals.


 


“CarCo
Debtors” has the meaning given such term in the Recitals.


 


“CCI”
has the meaning given such term in the Recitals. 


 


“CGI”
has the meaning given such term in the Preamble. 


 


“CGI
II” has the meaning given such term in the Recitals.


 


5

















 


“CGI
Side Letter” means the Letter Agreement between the PBGC and CGI dated August 3,
2007 relating to the PBGC Agreement.


 


“Challenge
Period” has the meaning given such term in Section 6(b). 


 


“Chrysler
Parties” has the meaning given such term in the Preamble.


 


“Chrysler
Party Material Adverse Effect” has the meaning given such term in Section 3(c).


 


“CIC”
has the meaning given such term in the Recitals. 


 


“Committee”
has the meaning given such term in Section 6(b). 


 


“Committee
Complaint” has the meaning given such term in Section 6(b). 


 


“Committee
Demand” has the meaning given such term in Section 6(b). 


 


“Company”
has the meaning given such term in the Preamble. 


 


“Contribution
Agreement” has the meaning given such term in the Recitals. 


 


“Daimler”
has the meaning given such term in the Preamble.


 


“Daimler
Group” means Daimler and each of its Subsidiaries, other than the Company
and its Subsidiaries.


 


“Daimler
Note(s)” has the meaning given such term in Section 5(c)(i). 


 


“Daimler
Parties” has the meaning given such term in the Preamble. 


 


“Daimler
Party Material Adverse Effect” has the meaning given such term in Section 2(c).


 


“Daimler
Released Parties” has the meaning given such term in Section 6(b).


 


“Daimler
Side Letter” means the Letter Agreement between Daimler and CarCo dated August 2,
2007 relating to the PBGC Agreement.


 


“DC
Contributors” has the meaning given such term in the Preamble.


 


“Debtor
Complaint” has the meaning given such term in Section 6(b).


 


“Distress
Termination” means a distress termination of one or more of the Plans
pursuant to Section 4041 of ERISA.


 


“DIUS”
has the meaning given such term in the Preamble.


 


“DNAF”
has the meaning given such term in the Preamble.


 


6

















 


“Encumbrance”
means any mortgages, deeds of trust, deeds to secure debt, pledges, liens
(including liens imposed by Law, such as, but not limited to, mechanics liens),
claims, security or other interests (including any reversionary interests),
conditional and installment sale agreements or other title retention
agreements, options to purchase or lease real property, charges, easements and
other conditions, covenants, zoning and any other restrictions, encumbrances or
other matters affecting title of any kind.


 


“Entity”
means an “entity” as defined in Section 101(15) of the Bankruptcy Code.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, together
with the regulations thereunder.


 


“Estate(s)”
means the estate(s) of the CarCo Debtors as set forth in Section 541
of the Bankruptcy Code.


 


“Final
Order” means an order or judgment of the Bankruptcy Court, or other court
of competent jurisdiction, which has not been reversed, stayed, modified or
amended, and as to which the time to appeal or seek certiorari has
expired and no appeal or petition for certiorari has been timely taken,
or as to which any appeal that has been taken or any petition for certiorari
that has been or may be filed has been resolved by the highest court to which
the order or judgment was appealed or from which certiorari was sought.


 


“FinCo”
means Chrysler Financial Services Americas LLC.


 


“FinCo
Holdco” means FinCo Intermediate Holdco LLC.


 


“Fundamental
Documents” shall mean the documents by which any Person (other than an
individual) establishes its legal existence or which govern its internal
affairs. For example, the “Fundamental Documents” of a limited liability
company would be its certificate or articles of formation and limited liability
company agreement or operating agreement and the “Fundamental Documents”
of a corporation would be its certificate or articles of incorporation and its
bylaws.


 


“Governmental
Authority” means any federal, national, international, supranational,
state, provincial, local or other government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body (including private arbitrators or arbitral panels to
the extent empowered to issue binding decisions).


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental Authority.


 


“Guaranty”
has the meaning given such term in the Recitals.


 


“Individuals”
means with respect to any Person, such Person’s present and former members,
partners, equity-holders, co-investors, officers, directors, employees,
representatives, advisors, attorneys, agents and professionals, in each case
acting in such capacity and not in any other capacity.


 


7

















 


“Intermediate
HoldCo” has the meaning given such term in the Preamble.


 


“Investor”
has the meaning given such term in the Preamble.


 


“Involuntary
Termination” means a PBGC-initiated termination of one or more of the Plans
pursuant to Section 4042 of ERISA.


 


“Law(s)”
means any federal, national, international, supranational, state, provincial,
local or similar (including foreign) statute, law, ordinance, regulation, rule,
code, order, requirement or rule of law (including common law).


 


“LLC
Agreement” means the Amended and Restated Limited Liability Company
Operating Agreement of the Company, dated as of August 3, 2007, as amended
from time to time, among the DC Contributors, the Investor, CGI II, Chrysler
Holding Management LLC, FinCo Management LLC and CarCo Management LLC.


 


“Loan
Release Condition” has the meaning given such term in Section 6(b).


 


“Master
AutoFinance Agreement” means the Master AutoFinance Agreement, dated as of August 3,
2007, between Chrysler LLC and DaimlerChrysler Financial Services Americas LLC,
as amended.


 


“Master
Transaction Agreement” means the Master Transaction Agreement, dated as of April 30,
2009, among Fiat S.p.A., NewCar Acquisition LLC, Chrysler LLC and the other
Sellers identified therein, as amended by Amendment No. 1, and as it may
be further amended from time to time; provided, however, that any
such further amendment will not be given effect for purposes of Section 6(c) to
the extent that the amendment has the effect of transferring to Purchaser (as
defined in the Master Transaction Agreement), any Section 101 Claim that
would otherwise be released under Section 6(b) other than
those incidental to the bona fide sale of a Purchased Asset (as defined in the
Master Transaction Agreement) to which such Section 101 Claim relates. For
the avoidance of doubt, the inclusion or exclusion of Assumed Contracts (as defined
in the Master Transaction Agreement) or other Purchased Assets after the MTA
Closing date in accordance with the terms of the Master Transaction Agreement
shall not constitute an amendment to the Master Transaction Agreement so long
as no such subsequently included or excluded Assumed Contract or Purchased
Asset is an “Excluded Asset” as defined in the Master Transaction Agreement, as
amended by Amendment No. 1.


 


“MTA
Closing” has the meaning given such term in Section 5(b)(i). 


 


“Non-Closing”
has the meaning given such term in Section 5(b)(ii). 


 


“Notifying
Party” has the meaning given such term in Section 11(c). 


 


“PBGC”
has the meaning given such term in the Preamble.


 


“PBGC
Agreement” has the meaning given such term in the Recitals.


 


8

















 


“PBGC
Confidentiality Agreement” has the meaning given such term in Section 11(b).


 


“PBGC
Guaranty” has the meaning given such term in the Recitals.


 


“Person(s)”
means any natural person, corporation, general or limited partnership, limited
liability company, firm, trust, association, government, Governmental Authority
or other Entity, whether acting in an individual, fiduciary or other capacity.


 


“Plan
Sponsor” means CarCo or any entity that assumes the liabilities under any
of the Plans and becomes the sponsor of any of the Plans.


 


“Plan
Sponsor Bank Account” means the bank account of a Plan Sponsor as specified
in a notice given by a Plan Sponsor to Daimler in accordance with Section 14
no later than two Business Days prior to the date Daimler is required to pay
any installment of the Required Contributions to such Plan Sponsor in
accordance with Section 5.


 


“Plans”
means the following: (i) the Chrysler LLC Pension Plan, (ii) Pension
Agreement between Chrysler LLC and UAW Automobile, Aerospace and Agricultural
Implement Workers of America, (iii) Pension Agreement between Chrysler LLC
and the International Union of Electronic, Electrical, Technical, Salaried,
Machine and Furniture Workers, (iv) Pension Agreement between Chrysler LLC
and SPFPA Pension Agreement (formerly known as UPGWA), (v) American Motors
Corp. Retirement Income Plan, (vi) Jeep Corp. UAW Retirement Income Plan, (vii) GEMA
UAW Pension Plan, (viii) Chrysler LLC Executive Salaried Employees’
Retirement Plan, (ix) Chrysler LLC Salaried Employees’ Retirement Plan,
and (x) Chrysler LLC Subsidiaries’ Pension Plan; in each case as such Plan
may be subsequently amended or modified.


 


“Plans
Bank Account” means the following account (or such other trust account of
the Plans as may be specified in a notice given by the Plan Sponsor to Daimler
in accordance with Section 14, no later than two Business Days
prior to the due date for any payment Daimler is required to make to such trust
account):


 


	
  Bank Name: 

  	
  State Street Bank and
  Trust Company Boston, MA 02105 

  
	
  Beneficiary:

  	
  Chrysler LLC MRT Fund
  #2XBD

  
	
  Account Number:

  	
  17220401

  
	
  ABA:

  	
  011-000-028

  
	
  Reference:

  	
  Master Trust Division

  
	
   

  	
  Attn: Tom Donovan

  



 


“Prior
Settlement Agreements” means (i) the Settlement Agreement I, (ii) the
Settlement Agreement II, and (iii) the Tax Settlement Agreement.


 


“Redemption”
has the meaning given such term in the Recitals.


 


“Redemption
Agreement” has the meaning given such term in the Recitals.


 


9

















 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of August 3,
2007, as amended from time to time, among the Company, the DC Contributors and
the Investor.


 


“Released
Claims” means the claims released pursuant to Sections 6(a) and
6(b).


 


“Required
Contributions” means the amount of $600,000,000 (Six Hundred Million U.S.
Dollars) payable, pursuant to this Agreement, for the sole benefit of the
Plans.


 


“Risk
Sharing Agreement” means the Term Sheet for Proposed Chrysler Financial
Risk Sharing with Chrysler LLC for Terminated Dealers among CarCo, FinCo and
New CarCo Acquisition LLC, agreed and accepted May 6, 2009.


 


“Scheduled
Payment Dates” has the meaning given such term in Section 5(b)(i).


 


“Second
Lien Term Loan Agreement” means the Second Lien Term Loan Agreement, dated
as of August 3, 2007, as amended from time to time, among CarCo
Intermediate Holdco II LLC, CarCo, JPMorgan Chase Bank, N.A., as administrative
agent (the “Administrative Agent”), Goldman Sachs Credit Partners, L.P.
and Citibank, N.A., as syndication agents, and the other parties thereto, and
the Lender Addendum thereto, dated as of August 3, 2007, as amended from
time to time, among DNAF, CarCo and the Administrative Agent, and the Lender
Addendum thereto, dated as of August 3, 2007, as amended from time to
time, among the Investor (as assignee of Madeleine L.L.C.), CarCo and the
Administrative Agent and each other Loan Document (as defined therein) executed
in connection therewith by any Loan Party (as defined therein).


 


“Section 101
Claim” means a “claim” as defined in Section 101(5) of the
Bankruptcy Code.


 


“Settlement
Agreement I” has the meaning given such term in the Recitals.


 


“Settlement
Agreement II” has the meaning given such term in the Recitals.


 


“Single
Plan Required Contribution Amount” means, with respect to a Plan, the
portion of the Required Contributions allocated to such Plan in accordance with
Schedule A.


 


“Subordinated
Note” means the $400,000,000 (Four Hundred Million U.S. Dollars) CarCo Intermediate
Holdco I LLC Promissory Note, dated August 3, 2007, as amended from time
to time, issued by Intermediate Holdco to DNAF.


 


“Tax
Settlement Agreement” has the meaning given such term in the Recitals.


 


“Umbrella
Agreement” means the Agreement (Residual Cash Flow Sharing), dated as of August 3,
2007, as amended from time to time, among FinCo, the DC Contributors and the
Investor.


 


SECTION 2.    Representations
and Warranties of the Daimler Parties. The Daimler Parties hereby represent
and warrant, jointly and severally, as of the date hereof, to the Chrysler
Parties and the PBGC as follows:


 


10














 


(a)              Each of the Daimler Parties
is an entity duly organized and validly existing under the Laws of its
jurisdiction of organization. Each of the Daimler Parties has all necessary
corporate power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.


 


(b)              The execution
and delivery by each of the Daimler Parties of this Agreement, the performance
by such Daimler Party of its obligations hereunder and the consummation by such
Daimler Party of the transactions contemplated hereby have been duly authorized
by all requisite corporate action on the part of such Daimler Party. This
Agreement has been duly executed and delivered by each of the Daimler Parties
and (assuming due authorization, execution and delivery by each of the Chrysler
Parties) constitutes a legal, valid and binding obligation of such Daimler
Party, enforceable against such Daimler Party in accordance with its terms,
subject to the effect of any applicable bankruptcy, insolvency (including all
Laws relating to fraudulent transfers), reorganization, moratorium or similar
Laws affecting creditors’ rights generally and subject to the effect of general
principles of equity (regardless of whether considered in a proceeding at law
or in equity).


 


(c)              Except as may
result from any facts or circumstances relating solely to the Chrysler Parties
or their Subsidiaries, the execution, delivery and performance by each of the
Daimler Parties of this Agreement, does not and will not (i) violate,
conflict with or result in the breach of any provision of the Fundamental
Documents of such Daimler Party, (ii) conflict with or violate any Law or
Governmental Order applicable to such Daimler Party, or (iii) conflict
with, result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent under, or give to others any rights of termination,
amendment, payment, acceleration or cancellation of, any note, bond, mortgage
or indenture, contract, agreement, lease, sublease, license, permit, franchise
or other instrument or arrangement to which such Daimler Party is a party, or (iv) result
in the creation of any Encumbrance upon the assets of such Daimler Party,
except, in the case of clauses (ii), (iii) and (iv), as would not have,
individually or in the aggregate, a material adverse effect on the ability of
such Daimler Party to consummate any of the transactions contemplated by this
Agreement or perform its obligations hereunder (a “Daimler Party Material
Adverse Effect”).


 


(d)              The execution,
delivery and performance of this Agreement by each of the Daimler Parties does
not and will not require any consent, approval, authorization or other order
of, action by, filing with or notification to any Governmental Authority or
third party, except where such failure to obtain such consent, approval,
authorization, order or action, or to make such filing or notification, would
not have, individually or in the aggregate, a Daimler Party Material Adverse
Effect.


 


(e)              There are no
Actions pending or, to the Daimler Parties’ knowledge, threatened in writing,
that would materially affect the legality, validity or enforceability of this
Agreement or the consummation of the transactions contemplated hereby.


 


(f)              No Daimler
Party, nor any of their respective Affiliates, has assigned, conveyed or
otherwise transferred any right, title or interest in or to, or arising out of
or in connection with, any of the Released Claims to any Person.


 


11

















 


(g)              No broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of any Daimler Party.


 


(h)              DNAF has not
assigned, conveyed or otherwise transferred any right, title or interest in or
to, or arising out of or in connection with, any of the obligations owed to it
pursuant to the terms of the Second Lien Term Loan Agreement or the
Subordinated Note, and is the lender of record with respect to such
obligations.


 


SECTION 3.    Representations
and Warranties of the Chrysler Parties. Each of the Investor, CGI,
Intermediate HoldCo, the Company and CarCo hereby represents and warrants
solely as to itself, severally and not jointly, as of the date hereof, to the
Daimler Parties and the PBGC as follows:


 


(a)           Such Chrysler
Party is an entity duly organized, validly existing and in good standing (with
respect to jurisdictions that recognize the concept of good standing) under the
Laws of its jurisdiction of organization. Such Chrysler Party has all necessary
limited liability company power and authority to enter into this Agreement to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby; provided that, with respect to CarCo, such power
and authority is subject to approval by the Bankruptcy Court pursuant to Rule 9019
of the Federal Rules of Bankruptcy Procedure.


 


(b)           The execution
and delivery by such Chrysler Party of this Agreement, the performance by such
Chrysler Party of its obligations hereunder and the consummation by such
Chrysler Party of the transactions contemplated hereby have been duly
authorized by all requisite limited liability company action on the part of
such Chrysler Party. This Agreement has been duly executed and delivered by
such Chrysler Party and (assuming due authorization, execution and delivery by
each of the Daimler Parties), subject to approval of the Bankruptcy Court with
respect to CarCo in the CarCo Chapter 11 Cases, constitutes a legal, valid and
binding obligation of such Chrysler Party, enforceable against such Chrysler
Party in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency (including all Laws relating to fraudulent transfers),
reorganization, moratorium or similar Laws affecting creditors’ rights
generally and subject to the effect of general principles of equity (regardless
of whether considered in a proceeding at law or in equity).


 


(c)           Assuming that
all approvals and consents described in Section 3(d) have been
obtained, and except as may result from any facts or circumstances relating
solely to the Daimler Parties or their Subsidiaries, the execution, delivery
and performance by such Chrysler Party of this Agreement, does not and will not
(i) violate, conflict with or result in the breach of any provision of the
Fundamental Documents of such Chrysler Party, (ii) conflict with or violate
any Law or Governmental Order applicable to such Chrysler Party, or (iii) conflict
with, result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent under, or give to others any rights of termination,
amendment, payment, acceleration or cancellation of, any note, bond, mortgage
or indenture, contract, agreement, lease, sublease, license, permit, franchise
or other instrument or arrangement to which such Chrysler Party is a party, or (iv) result
in the creation of any Encumbrance upon the assets of such Chrysler Party,
except, in the case of clauses (ii), (iii) and


 


12

















 


(iv), as would not have,
individually or in the aggregate, a material adverse effect on the ability of
such Chrysler Party to consummate any of the transactions contemplated by this
Agreement or perform its obligations hereunder (a “Chrysler Party Material
Adverse Effect”).


 


(d)           Other than (i) approval
by the Bankruptcy Court with respect to CarCo in the CarCo Chapter 11 Cases,
and (ii) the approval of the U.S. Treasury Department, the execution,
delivery and performance of this Agreement by such Chrysler Party does not and
will not require any consent, approval, authorization or other order of, action
by, filing with or notification to any Governmental Authority or third party,
except where such failure to obtain such consent, approval, authorization,
order or action, or to make such filing or notification, would not have,
individually or in the aggregate, a Chrysler Party Material Adverse Effect.


 


(e)           Other than
objections, if any, to the motion seeking an Approval Order that are filed with
the Bankruptcy Court, there are no Actions pending or, to such Chrysler Party’s
knowledge, threatened in writing, that would materially affect the legality,
validity or enforceability of this Agreement or the consummation of the
transactions contemplated hereby.


 


(f)            No Chrysler
Party, nor any of their respective Affiliates, has assigned, conveyed or
otherwise transferred any right, title or interest in or to, or arising out of
or in connection with, any of the Released Claims to any Person; except to the
extent any Released Claims became property of a CarCo Debtor’s Estate upon
commencement of that CarCo Debtor’s chapter 11 case.


 


(g)           No broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee
or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of such Chrysler Party.


 


(h)           Each Plan is
intended to be qualified under Section 401(a) of the Code and has
received a favorable determination letter from the Internal Revenue Service
providing that such Plan is so qualified and each trust established in
connection with such Plan is exempt from federal income taxation under Section 501(a) of
the Code.


 


(i)            The Investor
has not assigned, conveyed or otherwise transferred any right, title or
interest in or to, or arising out of or in connection with, any of the
obligations owed to it pursuant to the terms of the Second Lien Term Loan
Agreement, and is the lender of record with respect to such obligations.


 


SECTION 4.    Representations
and Warranties of the PBGC. The PBGC represents and warrants, as of the
date hereof, to the Daimler Parties and the Chrysler Parties as follows:


 


(a)           The PBGC is a
wholly-owned United States government corporation established under Title IV of
ERISA. The PBGC has full power and authority to enter into and perform its
obligations under this Agreement and to carry out and consummate the
transactions contemplated by this Agreement.


 


(b)           The PBGC’s
execution and delivery of this Agreement, the PBGC’s performance of its
obligations under this Agreement, the PBGC’s consummation of the


 


13

















 


transactions contemplated by
this Agreement and the PBGC’s compliance with the terms and provisions of this
Agreement: (i) do not violate in any material respect any Law applicable
to the PBGC or any of its properties; and (ii) do not violate any
provision of Title IV of ERISA or the PBGC’s By-Laws, other applicable
statutes, regulations and rules governing the PBGC, or any material
contract or agreement which is binding on the PBGC or its properties.


 


(c)           This Agreement
has been duly executed by authorized officers or other representatives of the
PBGC. This Agreement constitutes a legal, valid and binding contract and
agreement of the PBGC.


 


SECTION 5.    Agreements
Related to the Plans.


 


(a)           Termination of
PBGC Agreement, PBGC Guaranty and CGI Side Letter. The PBGC
Agreement, the PBGC Guaranty and the CGI Side Letter are hereby terminated in
their entirety and shall be void and of no further force or effect.


 


(b)           Daimler
Contributions. (i) Daimler shall pay the Required
Contributions in three equal installments. Subject to the provisions of Section 5(b)(ii) below,
on the earlier to occur of Two Business Days following (A) the closing of
the transactions contemplated by the Master Transaction Agreement (the “MTA
Closing”) and (B) June 15, 2009, Daimler shall pay $200,000,000
(Two Hundred Million U.S. Dollars) of the Required Contributions, allocated in
accordance with Schedule A, by wire or intra-bank transfer of immediately
available funds to the Plan Sponsor(s) Bank Account(s). Immediately upon
receipt of such amount, the Plan Sponsor(s) shall pay such $200,000,000
(Two Hundred Million U.S. Dollars) by wire or intra-bank transfer of
immediately available funds to the Plans Bank Account and instruct the trustee
of the Plans to allocate such amount among the Plans in accordance with Schedule
A. Subject to the provisions of Section 5(b)(ii) below,
the remaining $400,000,000 (Four Hundred Million U.S. Dollars) of the Required
Contributions shall be paid to the Plan Sponsor(s) Bank Account(s) in
two equal annual installments on each of the first and second anniversaries of
the date of this Agreement (the “Scheduled Payment Dates”), allocated in
accordance with Schedule A. Immediately upon receipt of such Required
Contributions by the Plan Sponsor(s), the Plan Sponsor(s) shall pay the
full amount of the Required Contributions received to the Plans Bank Account
and instruct the trustee of the Plans to allocate such amount among the Plans
in accordance with Schedule A. Within five Business Days after the
receipt by the Plan Sponsor(s) of any portion of the Required
Contributions, the Plan Sponsor(s) shall provide the PBGC with written
evidence of payment of such amount to the Plans Bank Account and written
evidence of its instructions to the trustee of the Plans to allocate such
amounts in accordance with Schedule A.


 


(ii)           In the event
that the MTA Closing has not occurred at least two Business Days prior to the
time that a payment is required to be made by Daimler under Section 5(b)(i) above
(a “Non-Closing”), and the PBGC and the Plan Sponsor(s) have
reasonably agreed that such payment can be structured so that, if made to the
Plan Sponsor(s) and then to the Plans, it would not be subject to claims
by or on behalf of the Plan Sponsor(s)’ creditors or otherwise subject to any
disgorgement or repayment obligation by the Plans, then the PBGC and the Plan
Sponsor(s) shall jointly notify Daimler of such agreement in accordance
with Section 14 (an “Agreement Notice”) and Daimler shall pay the
applicable installment of the Required Contributions to the Plan Sponsor(s) Bank
Account(s), on the later of the date on which such payment is due to be made


 


14

















 


under Section 5(b)(i) above
and two Business Days after it receives an Agreement Notice. In the event of a
Non-Closing following which Daimler does not receive an Agreement Notice prior
to 5:00 p.m. EST on the tenth Business Day following the date that a
payment was otherwise due to be made by Daimler under Section 5(b)(i),
Daimler shall pay the applicable installment of the Required Contributions
directly to the trustee of the Plans, by wire or intra-bank transfer of
immediately available funds to the Plans Bank Account, rather than to the Plan
Sponsor(s), on the twelfth Business Day following the date such payment would
otherwise have been made by Daimler under Section 5(b)(i) and
instruct the trustee of the Plans to allocate such payment among the Plans in
accordance with Schedule A.


 


(iii)         Daimler’s
payment of the Required Contributions to the Plan Sponsor(s) or the
trustee of the Plans in accordance with this Section 5 shall fully
discharge Daimler’s obligation to make the Required Contributions. If a Plan is
terminated in an Involuntary Termination or a Distress Termination prior to any
Scheduled Payment Date, Daimler shall make the Single Plan Required
Contribution Amount applicable to such Plan on the Scheduled Payment Date(s) directly
to the statutory trustee appointed for such Plan pursuant to Section 4042
of ERISA.


 


(c)           Cooperation
with Respect to Potential Restructuring. (i) Daimler, the PBGC
and the Plan Sponsor(s) shall reasonably cooperate to restructure the
$400,000,000 (Four Hundred Million U.S. Dollars) of Required Contributions
payable on the Scheduled Payment Dates (A) in a manner that would achieve
the parties’ express intention that the Required Contributions are exclusively
for the benefit of the Plans and are not subject to the claims by or on behalf
of the creditors of the Plan Sponsor(s) or otherwise subject to any
disgorgement or repayment obligation by the Plan, (B) in a manner that
would result in the Required Contributions being deemed to have been
contributed to the Plans prior to the Scheduled Payment Dates and (C) so
that the Plan Sponsor(s) may, to the extent permitted by applicable Law,
apply the Required Contributions to the Plan Sponsor’s minimum funding
requirements applicable to the Plans; provided, however, that no
such restructuring shall affect the rights or obligations of any of the parties
to this Agreement. The parties intend, subject to any necessary government
approvals and entering into reasonably acceptable definitive agreements, to
restructure the $400,000,000 (Four Hundred Million U.S. Dollars) of Required
Contributions to be made on the Scheduled Payment Dates as follows: (Y) Daimler
will execute and deliver a note(s) to the Plan Sponsor(s) evidencing
Daimler’s obligation to make the Required Contributions on the applicable
Scheduled Payment Dates (the “Daimler Note(s)”) to the Plan Sponsor(s) and
(Z) the Plan Sponsor(s) will immediately contribute the Daimler Note(s) to
the Plans, in accordance with the Single Plan Required Contribution Amounts set
forth on Schedule A. To the extent that Daimler pays the Plans Bank
Account in connection with the Daimler Notes(s), the Plan Sponsor shall provide
the PBGC with written evidence of the amount of payment within five Business
Days after such payment is made.


 


(ii)           The Plan
Sponsor(s) acknowledge and agree that the Required Contributions or the
Daimler Notes evidencing such Required Contributions are being received by the
Plan Sponsor(s) exclusively for the benefit of the Plans. Daimler shall
have no obligation to restructure any portion of the Required Contributions if
such restructuring would result in Daimler or any of its Affiliates being
subject to liability for engaging in a non-exempt prohibited transaction under
ERISA. For the avoidance of doubt, any such restructuring shall not affect the
amount of the Single Plan Required Contribution Amount for any Plan or the
applicable Scheduled Payment Dates. The Plan Sponsor(s) (and not Daimler)
shall be solely responsible for any


 


15

















 


consequences to the Plans or
the Plan Sponsor(s) in connection with a Plan Sponsor’s reporting, tax or
other position related to the time at which the Required Contributions are
treated as having been contributed to the Plans or the extent to which any
Required Contribution may be used to satisfy the Plan’s minimum required
contributions. The Plan Sponsor(s) shall be solely responsible for all
costs associated with obtaining any rulings or other applicable guidance or
relief from any applicable regulatory authority in connection with any such
restructuring. The Plan Sponsor(s) shall not require Daimler to incur any
third-party costs associated with the obligation to cooperate pursuant to this Section 5(c).
In no event shall Daimler’s cooperation with the Plan Sponsor(s) under
this Section 5(c) be construed as Daimler’s endorsing the
merits of any position taken by the Plan Sponsor(s) with respect to any
restructuring.


 


(d)           Daimler
Guaranty. Contemporaneously with the execution of this Agreement,
Daimler and the PBGC shall execute, and Daimler shall deliver to the PBGC, the
Guaranty in the form attached hereto as Schedule B.


 


(e)           Waiver of
Immunity. Daimler represents, warrants and agrees that it is
and will be subject to civil and commercial Law with respect to all of its
obligations to the PBGC and the Plans under this Agreement, that the execution,
delivery and performance of this Agreement constitutes and will constitute
private and commercial acts, rather than governmental or public acts, and that
neither Daimler nor any of its respective properties or revenues has or will
have any right of immunity from suit, court jurisdiction, attachment prior to
judgment, attachment in aid of execution of a judgment, set-off, execution of
judgment or any other legal process with respect to its obligations under this
Agreement to the PBGC or to the Plans. To the extent that Daimler is or may
hereafter be entitled, in any jurisdiction in which judicial proceedings may at
any time be commenced with respect to this Agreement, to claim for itself or
its revenues or assets any such immunity, and to the extent that in any such
jurisdiction there may be attributed to Daimler such immunity (whether or not
claimed), Daimler hereby irrevocably agrees not to claim and hereby irrevocably
waives such immunity with respect to its obligations under this Agreement to
the PBGC and the Plans. The foregoing waiver of immunity shall have effect, to
the fullest extent, under the United States Foreign Sovereign Immunities Act of
1976 (the “Act”), or any successor thereto or any similar Law or
statute. The foregoing waivers and agreements are intended to be irrevocable
and not subject to withdrawal for purposes of such Act or any such successor or
similar Law or statute.


 


(f)            Consent to
Jurisdiction. Notwithstanding anything in this Agreement to the
contrary and solely with respect to this Section 5, Daimler hereby
irrevocably and unconditionally: (i) consents that any action, suit or
proceeding arising out of this Agreement shall be brought in the United States
District Court for the Southern District of New York; (ii) expressly
submits for itself and its property to personal jurisdiction within the United
States of America and expressly waives all objections on the grounds of personal
jurisdiction or venue; (iii) agrees to service of process in any legal
proceeding to enforce this Agreement in person, by an internationally
recognized overnight courier service, or by certified mail, return receipt
requested, postage prepaid, to Daimler, at its address for notice pursuant to Section 14
of this Agreement (with a copy as specified in that section); and (iv) agrees
that final judgment against it in any action or proceeding arising out of,
relating to, or for the enforcement of, this Agreement shall be conclusive and
may be enforced or recognition thereof may be sought in any other jurisdiction
within or outside the


 


16

















 


United States of America by
summary proceedings in a suit on the judgment, a copy of which shall be
conclusive evidence of the fact and of the amount of Daimler’s obligation.


 


SECTION 6.    Settlement;
Forbearance; Release; Expenses; Termination of Daimler Side Letter.


 


(a)           Daimler, the DC
Contributors, the Company, CarCo (on behalf of itself and all of its
subsidiaries), the Investor and CGI hereby release all current and future
claims (other than claims that are covered by Section 7) that they may
have against each other and against each other’s respective Affiliates (which
includes, for purposes of this Section 6(a), Individuals) under the
Contribution Agreement and all other agreements executed in connection with the
Contribution Agreement and the LLC Agreement, including all claims raised by
the Investor claim letter, dated October 30, 2008.


 


(b)           In addition to
the release in Section 6(a), (i) CarCo, on behalf of itself and all
of its subsidiaries, hereby releases each of Daimler, the DC Contributors, the
Company, the Investor and CGI and each of their respective Affiliates (which,
for purposes of this Section 6(b), includes Individuals but does not
include CarCo, its subsidiaries or their Individuals) from any and all Section 101
Claims, including Avoidance and Other Actions, and (ii) each of Daimler,
the DC Contributors, the Company, the Investor, Intermediate Holdco, CarCo
Intermediate Holdco II, LLC and CGI hereby release CarCo, its subsidiaries and
their Affiliates (which includes, for purposes of this Section 6(b),
Individuals) from any and all Section 101 Claims (other than claims that
are covered by Section 7), including Avoidance and Other Actions arising
in connection with CarCo, its subsidiaries and their businesses; provided,
that none of the releases in this paragraph shall be effective with respect to
any Section 101 Claims (other than Avoidance and Other Actions) that are
(or but for this Agreement would be) transferred to NewCar Acquisition LLC with
the approval of an Order of the Bankruptcy Court in the CarCo Chapter 11 Cases.
Notwithstanding the foregoing, any other provision in this Agreement, the
Approval Order or any other agreement between the Daimler Parties and CarCo, no
release of the Daimler Parties and their Affiliates (each, a “Daimler
Released Party”) by the CarCo Debtors (other than the releases set forth in
Section 6(a)) shall become effective against any Daimler Released Party
until the later of (A) forty-five (45) calendar days after the entry of
the Approval Order (such 45-day period, the “Challenge Period”) if the
Official Committee of Unsecured Creditors of Chrysler LLC, et al. (the “Committee”)
has not during such Challenge Period delivered to counsel to CarCo (with a copy
to Daimler) a written demand (the “Committee Demand”) for CarCo to bring
a claim against such Daimler Released Party as set forth in a proposed
complaint (the “Committee Complaint”) attached to such Committee Demand,
and (B) no more than twenty-five (25) calendar days after the delivery of
the Committee Demand (provided that in no event shall such date be later than
60 calendar days after the entry of the Approval Order) if the Committee, after
first obtaining leave of the Bankruptcy Court to commence such derivative
litigation, has not filed the Committee Complaint, or CarCo has not filed a
complaint (the “Debtor Complaint”) asserting some or all of the same
claims against such Daimler Released Party as set forth in the Committee
Complaint, in the Bankruptcy Court (the condition set forth in either
subsection (A) or (B), the “Loan Release Condition”); provided,
however, that the limitation on releases set forth in this Section 6(b) shall
apply only with respect to claims set forth in the Committee Complaint or
Debtor Complaint filed within the time period set forth in the foregoing
subsection (B), and that the release of all other claims by CarCo against the
Daimler Released Parties pursuant to this Section 6(b) shall
become effective and binding upon


 


17

















 


the parties to this
Agreement upon the filing of a Committee Complaint or Debtor Complaint that does
not assert such claims; and provided further that the limitation on releases
set forth in this Section 6(b) shall not apply to any claim
released in Section 6(a).


 


(c)           Notwithstanding
the foregoing or any other provision of this Agreement, (i) the releases set
forth in Sections 6(a) and 6(b) shall not apply to
ongoing operational agreements (including all obligations relating to post-December 31,
2008 trade receivables/payables between Daimler and CarCo, the Risk Sharing
Agreement or the Master AutoFinance Agreement), credit support arrangements,
the Prior Settlement Agreements, the Redemption Agreement and the agreements
executed in connection with the Redemption Agreement, and (ii) other than
as specified in Section 6(a), and other than for Avoidance and Other
Actions or claims against natural persons for breach of fiduciary duty, or
against any Person for aiding and abetting such a breach of fiduciary duty,
there shall be no discharge or release of any Person with respect to, and no
provision in this Agreement shall modify in any manner, any claims, including Section 101
Claims, (A) of any non-debtor subsidiary of a CarCo Debtor acquired
pursuant to the Master Transaction Agreement, or (B) that relates to an
Assumed Contract (as defined in the Master Transaction Agreement) and is not an
Excluded Asset (as defined in the Master Transaction Agreement) or that is, or
that but for this Agreement would have been, a Purchased Asset (as defined in
the Master Transaction Agreement), in each case subject to the occurrence of
the MTA Closing.


 


(d)          Without
limitation of the foregoing, effective as of the date of the Redemption, except
as otherwise specified in this Agreement and the Redemption Agreement, each of
the Daimler Parties, on behalf of itself and its Subsidiaries, officers,
directors, employees, agents, successors and assigns, hereby (i) irrevocably
relinquishes and waives any and all of its interests and rights (whether
related to governance (including the right to appoint any members of the Board
of Managers (or equivalent governing body) of the Company or any of its
Affiliates), information, economic, contractual or other rights) with respect
to the Company and its Affiliates that such Daimler Party or any of its
Subsidiaries, officers, directors, employees, agents, successors or assigns had
or has, prior to, on or after the date of the Redemption, under the LLC
Agreement or under the limited liability company agreement or other
organizational documents of any of the Company’s Affiliates or as a holder of
DC Contributor Interests (as defined in the Redemption Agreement), as
applicable, and (ii) agrees to cause its appointees to the Board of
Managers (or equivalent governing body) of the Company or any of its Affiliates
to resign from such positions.


 


(e)           In recognition
of the material and valuable consideration being provided by the released
parties in Sections 6(a) and (b) to, and for the
continuing benefit of, the Estates and all parties in interest in the CarCo
Chapter 11 Cases, the CarCo Debtors agree to use their commercially reasonable
efforts to include global releases and related protections beyond the scope of
those given in Sections 6(a) and (b) for the benefit of
such released persons to the full extent any other Person is granted or
receives therein (or in connection therewith) releases and related protections
that could reasonably be construed to be more expansive in scope and ambit than
the releases and related protections being granted to and received by the
released parties in Sections 6(a) and (b) herein and
the Approval Order.


 


(f)          The PBGC
acknowledges, based on the limited information it has been provided, as of the
date of this Agreement, that it has no reason to assert liability on the part
of


 


18

















 


Daimler or any of its
Subsidiaries, CGI or any of its Affiliates, or the Company or any of its
Subsidiaries under Section 4069 of ERISA, solely as a result of the
consummation of the transactions contemplated by the Contribution Agreement.


 


(g)           As of the date
hereof, the PBGC waives any rights it may have now or in the future to cause
Daimler or DNAF to make any payment, or otherwise assert any rights against
Daimler or DNAF, under the PBGC Agreement and the PBGC Guaranty.


 


(h)           Except as
otherwise specified in this Agreement, the Prior Settlement Agreements, the LLC
Agreement or the Contribution Agreement, all costs and expenses, including fees
and disbursements of counsel, financial advisors and accountants 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 any of the transactions contemplated by this Agreement shall
have occurred.


 


(i)            CarCo shall
cause each of its controlled Affiliates to comply with the terms of Sections
6(a) and 6(b) and not bring any claims released under Section 6(a) or
any Section 101 Claims, including Avoidance and Other Actions, released
under Section 6(b) against any of Daimler, the DC
Contributors, the Company, the Investor or CGI or any of their respective
Affiliates (which includes, for purposes of this Section 6(i),
Individuals).


 


(j)            The Chrysler
Parties (other than CarCo) shall cause FinCo and its Subsidiaries not to bring
any claims for alleged breaches under the Contribution Agreement against the
Daimler Parties.


 


(k)           The Daimler
Parties shall cause their respective controlled Affiliates not to bring any
claims for alleged breaches under the Contribution Agreement against the Chrysler
Parties.


 


(l)           The Daimler
Side Letter is hereby terminated in its entirety and shall be void and of no
further force or effect.


 


(m)          Neither CarCo
nor any of its Subsidiaries shall assign, convey or otherwise transfer any
right, title or interest in or to, or arising out of or in connection with, any
of the Released Claims from and after the date hereof (other than the transfers
made as part of the 363 Process and Transaction so long as such transfers are
deemed to occur after giving effect to the releases provided for herein).


 


(n)           Notwithstanding
anything to the contrary in Section 6, nothing providing for the
release of or by Persons who are not CarCo Debtors shall apply to the United
States of America or to any agency thereof, provided, however, that Section 6(g) shall
apply to the PBGC.


 


(o)           The Investor
and CGI hereby represent and warrant that they did not receive directly or
indirectly dividends or other distributions (other than distributions for tax
payments, if any) on account of their equity interests in CarCo or any of the
CarCo Debtors.


 


19














 


SECTION 7.   Chrysler
Debt Forgiveness. (a) Each of DNAF and the Investor hereby forgives,
releases and forever discharges the obligations of CarCo and the other Loan
Parties (as defined in the Second Lien Term Loan Agreement) to repay the
outstanding principal amount, together with all accrued and unpaid interest,
fees or other obligations thereon or related thereto, owed to DNAF and the
Investor under the Second Lien Term Loan Agreement, as if all such obligations
were paid in full in cash, and the Second Lien Term Loan Agreement is hereby,
without further action, terminated in full on the date hereof, and shall be of
no further force and effect, without any survival of any representation,
warranty, covenant or other provision contained therein, and notwithstanding
any other provision to the contrary contained in the Second Lien Term Loan
Agreement.


 


(b)           DNAF hereby forgives, releases and
forever discharges the obligations of Intermediate HoldCo to repay the
outstanding principal amount, together with all accrued and unpaid interest,
fees or other obligations thereon or related thereto, owed to DNAF under the
Subordinated Note, as if all such obligations were paid in full in cash, and
the Subordinated Note is hereby, without further action, terminated in full on
the date hereof and shall be of no further force and effect, without any
survival of any representation, warranty, covenant or other provision contained
therein, notwithstanding any other provision to the contrary contained in the
Subordinated Note.


 


(c)           DNAF and the Investor each hereby
agree (i) that all of DNAF’s and the Investor’s respective security
interests in and liens on any and all properties and assets of CarCo, if any,
and the Loan Parties (as defined in the Second Lien Term Loan Agreement),
whether personal, real or mixed, tangible or intangible, granted by or arising
under the Second Lien Term Loan Agreement, without further action, are hereby
released and discharged, (ii) that DNAF and the Investor will, at the
reasonable request of CarCo or Intermediate HoldCo at their sole cost and
expense, as applicable, execute such instruments or other writings, or take
such other action, to evidence the termination and discharge of the obligations
under the Second Lien Term Loan Agreement and the Subordinated Note owed to
DNAF and the Investor, and the termination and release of any security interest
or liens with respect thereto, (iii) that CarCo is hereby authorized to
prepare and file any UCC termination statements as CarCo may deem necessary or
desirable in connection with the termination of the security interests and
liens set forth in clause (i) above, without the signature of DNAF or the
Investor, to the extent permitted by Law, (iv) that DNAF and the Investor,
as applicable, will promptly deliver to CarCo the originals of promissory notes
and stock certificates, if any, together with any allonges and stock powers,
currently held by DNAF or the Investor as collateral for the obligations under
the Second Lien Term Loan Agreement, or which evidence the obligations under
the Second Lien Term Loan Agreement, and (v) DNAF will promptly deliver to
Intermediate HoldCo the originals of any promissory notes currently held by
DNAF which evidence the obligations under the Subordinated Note.


 


SECTION 8.    Termination
and Release. Notwithstanding the terms of the Umbrella Agreement, the
Registration Rights Agreement or any other agreement to the contrary, (a) the
DC Contributors and the Investor agree, and the Investor shall cause FinCo to
agree, that from and after the date of the Redemption the DC Contributors shall
no longer be parties to the Umbrella Agreement, and (b) the DC
Contributors, the Company and the Investor agree that from and after the date
of the Redemption the DC Contributors shall no longer be parties to the
Registration Rights Agreement.


 


20

















 


SECTION 9.   Information
Rights. Each of the Chrysler Parties and each of the Daimler Parties agree
that the Chrysler Parties shall provide to the Daimler Parties the information
set forth on Schedule C hereto and the Annexes to such Schedule
C, at the time and in the manner set forth therein, in each case (a) solely
with respect to such information relating to a period of time on or prior to
the date of the Redemption unless otherwise expressly set forth in Schedule
C and (b) solely to the extent such Chrysler Parties possess or have
reasonable access to such information.


 


SECTION 10. Condition
Precedent; Effectiveness. Except as otherwise set forth below, this
Agreement is expressly conditioned on, and shall not be effective until, the
occurrence of both (a) the entry of the Approval Order and (b) the
full execution of this Agreement by each party hereto, and shall upon such
occurrences become effective without further action of the parties hereto.
Furthermore, Section 7 shall not be effective until the Approval Order
becomes a Final Order, and shall, at such time, become effective without
further action of the parties hereto; provided that, the forgiveness,
release and discharge by DNAF in Section 7(a), and the related
agreements of DNAF in Section 7(c), are expressly conditioned upon,
shall not be effective until, and shall become effective without further action
of the parties hereto upon the later of the occurrence of the Loan Release
Condition and the Approval Order becoming a Final Order.


 


SECTION 11. Confidentiality.
(a) The parties hereto, other than the PBGC, agree, except as required by
Law or stock exchange regulations, to keep confidential and not to disclose
without the prior written consent of the other parties hereto to any Person any
information about the existence of this Agreement, including the Schedules
to this Agreement, its terms or conditions, including the terms and conditions
set forth in the Schedules to this Agreement, or any other facts
relating thereto, including information about negotiations between the parties
hereto and negotiations and agreements with third parties, including
Governmental Authorities, which took place in connection with this Agreement or
the Schedules to this Agreement; provided, that each party hereto
may disclose such information to (i) any agents, representatives, advisors
(including legal, accounting and financial advisors) and investors, and
(subject to reasonable and customary confidentiality agreements) potential
investors or acquirors of such party or its Affiliates or (ii) the U.S.
Treasury Department, the Bankruptcy Court and any other Governmental Authority;
provided further, that each party shall inform such Persons
of the confidential nature of such information and cause Persons referred to in
the foregoing clause (i) to comply with the confidentiality obligations of
this Section 11 with respect to such information as if such Person
were a party hereto.


 


(b)           The PBGC
acknowledges that the subject matter of this Agreement is within the scope of
its Letter Confidentiality Agreement (“PBGC Confidentiality Agreement”)
with CarCo (formerly known as DaimlerChrysler Corporation), dated March 15,
2007, and agrees that the PBGC Confidentiality Agreement shall inure to the
benefit of the Daimler Parties as if each were a party thereto. Section 11(a) and
Section 11(c) shall not apply to the PBGC.


 


(c)           Subject to Section 11(b) and
the provisos in Section 11(a), in the event that any party hereto
other than the PBGC is requested pursuant to, or required by, Law to disclose
any information concerning this Agreement (each such party a “Notifying
Party”), prompt notice of such request or requirement shall be given to
each of the other parties hereto in order to enable such parties to seek an
appropriate protective order or other remedy (and if any such party seeks such
an order, the Notifying Party will provide such cooperation as the other party
or parties shall


 


21

















 


reasonably request), to
consult with the Notifying Party with respect to taking steps to resist or
narrow the scope of such request or legal process, or to waive compliance, in
whole or in part, with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, or the parties hereto waive
compliance, in whole or in part, with the terms of this Agreement, the
Notifying Party will disclose only that portion of the information that the
Notifying Party is advised in writing by counsel is legally required to be
disclosed and the Notifying Party will use its best efforts to ensure that all
information so disclosed will be accorded confidential treatment.


 


SECTION 12. Entire
Agreement. This Agreement shall constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and shall supersede
all prior agreements and undertakings (for the avoidance of doubt as between
the Daimler Parties and the Chrysler Parties, except for the Prior Settlement
Agreements), both written and oral, between the parties hereto with respect to
the subject matter hereof, including the Binding Term Sheet among the parties
hereto (other than Intermediate HoldCo), dated as of April 27, 2009.


 


SECTION 13. No
Other Amendment. Except as expressly set forth in this Agreement, this
Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Prior Settlement Agreements, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.


 


SECTION 14. Notices.
All notices, requests, claims, demands and other communications hereunder shall
be in writing and shall be given or made (and shall be deemed to have been duly
given or made upon receipt) by delivery in person, by an internationally
recognized overnight courier service or by facsimile (with a copy
simultaneously sent by overnight courier service) to the respective parties
hereto at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 14):


 


	
  (i)

  	
  if to a Daimler Party:

  
	
   

  	
   

  
	
   

  	
  Daimler AG

  
	
   

  	
  HPC 096-F105

  
	
   

  	
  70546 Stuttgart

  
	
   

  	
  Germany

  
	
   

  	
  Telecopy: +49 711.174.1848

  
	
   

  	
  Attention: Gerd T. Becht

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Shearman &
  Sterling LLP

  
	
   

  	
  599 Lexington Ave.

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  United States of America

  
	
   

  	
  Telecopy: +1 212.848.7179

  
	
   

  	
  Attention: W. Jeffrey
  Lawrence

  
	
   

  	
   

  
	
  (ii)

  	
  if to the Investor, CGI,
  the Company or Intermediate HoldCo:

  



 


22

















 


	
   

  	
  Cerberus Capital
  Management L.P.

  
	
   

  	
  299 Park Avenue

  
	
   

  	
  New York, NY 10171

  
	
   

  	
  United States of America

  
	
   

  	
  Telecopy: +1 212.750.5212

  
	
   

  	
  Attention:

  	
  Lenard B. Tessler

  
	
   

  	
   

  	
  Mark Neporent

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Vinson & Elkins
  L.L.P.

  
	
   

  	
  666 Fifth Avenue

  
	
   

  	
  26th Floor

  
	
   

  	
  New York, NY 10103-0040

  
	
   

  	
  Telecopy: +1 212.237.0100

  
	
   

  	
  Attention:

  	
  Jane Lee Vris

  
	
   

  	
   

  
	
  (iii)

  	
  if to CarCo:

  
	
   

  	
   

  
	
   

  	
  Chrysler LLC

  
	
   

  	
  1000 Chrysler Drive

  
	
   

  	
  Auburn Hills, MI
  48326-2766

  
	
   

  	
  United States of America

  
	
   

  	
  Telecopy: +1 248.512.1772

  
	
   

  	
  Attention:

  	
  Holly E. Leese

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Schulte Roth &
  Zabel LLP

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  New York, NY 10022

  
	
   

  	
   

  
	
   

  	
  Telecopy: +1 212.593.5955

  
	
   

  	
  Attention:

  	
  Alan Waldenberg

  
	
   

  	
   

  	
  Robert R. Kiesel

  
	
   

  	
   

  	
  Richard A. Presutti

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Jones Day

  
	
   

  	
  222 41st Street

  
	
   

  	
  New York, NY 10017

  
	
   

  	
   

  
	
   

  	
  Telecopy: +1 212.755.7306

  
	
   

  	
  Attention:

  	
  Corinne Ball

  
	
   

  	
   

  	
  Marilyn Sonnie

  



 


23

















 


	
  (iv)

  	
  if to the PBGC:

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
  Department of Insurance
  Supervision and Compliance

  
	
   

  	
  Pension Benefit Guaranty
  Corporation

  
	
   

  	
  1200 K Street, N.W.

  
	
   

  	
  Washington, D.C. 20005

  
	
   

  	
  United States of America

  
	
   

  	
  Telecopy:

  	
  +1 202.842.2643

  
	
   

  	
  E-mail: 

  	
  house.joseph@pbgc.gov

  
	
   

  	
   

  	
  cann.dana@pbgc.gov

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Chief Counsel

  
	
   

  	
  Office of the Chief
  Counsel

  
	
   

  	
  Pension Benefit Guaranty
  Corporation

  
	
   

  	
  1200 K Street, N.W.

  
	
   

  	
  Washington, D.C. 20005

  
	
   

  	
  United States of America

  
	
   

  	
  Telecopy: 

  	
  +1 202.326.4112

  
	
   

  	
  E-mail:

  	
  eggeman.james@pbgc.gov

  
	
   

  	
   

  	
  morris.karen@pbgc.gov

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Sonnenschein
  Nath & Rosenthal LLP

  
	
   

  	
  7800 Sears Tower

  
	
   

  	
  233 S. Wacker Drive

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  
	
   

  	
  Telecopy:

  	
  +1 312.876.8080

  
	
   

  	
  Attention:

  	
  Fruman Jacobson

  
	
   

  	
   

  	
  Carole Neville

  
	
   

  	
  Email:

  	
  fjacobson@sonnenschein.com

  
	
   

  	
   

  	
  cneville@sonnenschein.com

  



 


In
addition to, and not in limitation of, the notice requirements set forth in the
foregoing provisions of this Section 14, all notices or other
communications to the PBGC hereunder shall also be promptly sent to each of the
electronic mail addresses set forth for the PBGC above.


 


SECTION 15.
Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of New York (without giving effect to
its conflict of laws rules), except to the extent preempted by ERISA.


 


24

















 


SECTION 16.
Miscellaneous. The provisions of Sections 1.03 (Interpretation and Rules of
Construction), subject to Section 10 hereof, 11.04 (Severability), 11.08
(Waiver), 11.11 (Currency) and 11.13 (Consent to Jurisdiction) of the
Contribution Agreement are incorporated herein by reference and shall apply to
the terms and provisions of this Agreement and the parties hereto mutatis mutandis.
Notwithstanding the foregoing in respect of Section 11.04 of the
Contribution Agreement, in no event will the invalidity, illegality or
unenforceability under any Law or public policy of any terms or provisions of
this Agreement, other than those in Section 5 hereof, relieve
Daimler or the Plan Sponsor(s) of any of their obligations under Section 5
hereof.


 


SECTION 17.
Counterparts. This Agreement may be executed and delivered (including by
facsimile or electronic (pdf) transmission) in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.


 


SECTION 18.
Survival of Representations and Warranties. The representations and warranties
contained in this Agreement shall survive the date hereof indefinitely.


 


SECTION 19.
No Third Party Beneficiaries. This Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or equitable right,
benefit or remedy of any nature whatsoever, under or by reason of this
Agreement, provided, however, that the Plans shall be third party
beneficiaries of the provisions of Section 5 as they relate to the
Required Contributions.


 


SECTION 20.
Assignment. This Agreement may not be assigned by operation of law or
otherwise without the express written consent of the parties hereto (which
consent may be granted or withheld in the sole discretion of the parties
hereto); provided, however, that any Plan Sponsor transferring
one or more Plans to a successor Plan Sponsor shall assign all of its rights
and obligations hereunder with respect to any such transferred Plan to the
successor Plan Sponsor of such transferred Plan.


 


[SIGNATURE PAGES TO FOLLOW]


 


25














 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.


 


 


	
   

  	
  DAIMLER AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerd T. Becht

  
	
   

  	
   

  	
  Name:

  	
  Gerd T. Becht

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 

















 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized.


 


 


	
   

  	
  DAIMLER AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edgar Krökel

  
	
   

  	
   

  	
  Name:

  	
  Dr. Edgar Krökel

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 

















 


	
   

  	
  DAIMLER NORTH AMERICA
  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Link

  
	
   

  	
   

  	
  Name:

  	
  David A. Link

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ruben Simmons

  
	
   

  	
   

  	
  Name:

  	
  Ruben Simmons

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 

















 


	
   

  	
  DAIMLER INVESTMENTS US
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ruben Simmons

  
	
   

  	
   

  	
  Name:

  	
  Ruben Simmons

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas G. Huwer

  
	
   

  	
   

  	
  Name:

  	
  Douglas G. Huwer

  
	
   

  	
   

  	
  Title:

  	
  Asst. Treasurer

  



 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 

















 


	
   

  	
  CG INVESTMENT GROUP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By: CG INVESTOR, LLC,

  
	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
  By: CG MANAGER, LLC,

  
	
   

  	
  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CG INVESTOR, LLC

  
	
   

  	
   

  
	
   

  	
  By: CG MANAGER, LLC,

  
	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHRYSLER HOLDING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


[SIGNATURE PAGE TO SETTLEMENT AGREEMENT]


 

















 


	
   

  	
  CARCO INTERMEDIATE
  HOLDCO I LLC

  
	
   

  	
  By:
  Chrysler Holding LLC, its Managing Member

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Seth Plattus

  
	
   

  	
   

  	
  Name:

  	
  Seth Plattus

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHRYSLER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 

















 


	
   

  	
  PENSION BENEFIT
  GUARANTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Terrence M. Deneen

  
	
   

  	
   

  	
  Name:

  	
  Terrence M. Deneen

  
	
   

  	
   

  	
  Title:

  	
  Chief Insurance Program
  Officer

  



 


[SIGNATURE PAGE TO
SETTLEMENT AGREEMENT]


 














 


	
  Investment Agreement

  	
  Execution Copy

  



 






 


INVESTMENT AGREEMENT


 






 


AMONG


 


DAIMLER AG


 


AND


 


SEMARE BETEILIGUNGSVERWALTUNGS GMBH


 


AND


 


AABAR INVESTMENTS PJSC


 


22 MARCH 2009


 

















 


CONTENTS


 


	
  LIST OF ANNEXES

  	
  3

  
	
   

  	
   

  
	
  PREAMBLE

  	
  5

  
	
   

  	
   

  
	
  PART A: INTERPRETATION

  	
  6

  
	
   

  	
   

  
	
   

  	
  § 1 INTERPRETATION
  AND DEFINITIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  PART B: SUBSCRIPTION OF SHARES IN THE COMPANY

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  § 2
  ISSUE AND SUBSCRIPTION OF NEW SHARES

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  § 3
  DELIVERY AND PAYMENT

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  § 4
  GUARANTEE OF THE PAYMENT OBLIGATIONS OF THE INVESTOR

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  § 5
  CONDITIONS TO ISSUANCE AND PAYMENT; TERMINATION

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  § 6
  REPRESENTATIONS OF THE COMPANY

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  § 7
  REPRESENTATIONS OF THE INVESTOR

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  § 8
  REPRESENTATIONS OF THE GUARANTOR

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  § 9
  UNDERTAKINGS OF THE COMPANY

  	
  17

  
	
   

  	
   

  	
   

  
	
  PART C: MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  § 10
  INVESTOR’S REPRESENTATIVE

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  § 11
  NOTICES

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  § 12
  COSTS

  	
  20

  
	
   

  	
   

  	
   

  
	
   

  	
  § 13
  CONFIDENTIALITY

  	
  20

  
	
   

  	
   

  	
   

  
	
   

  	
  § 14
  MEMBER OF THE SUPERVISORY BOARD

  	
  21

  
	
   

  	
   

  	
   

  
	
   

  	
  § 15
  GENERAL PROVISONS

  	
  22

  
	
   

  	
   

  	
   

  
	
   

  	
  § 16
  GOVERNING LAW; ARBITRATION

  	
  22

  
	
   

  	
   

  	
   

  
	
  ANNEXES

  	
   

  



 


2

















 


LIST OF
ANNEXES


 


	
  Annex

  	
   

  	
  Description of Annex

  
	
  1

  	
   

  	
  Subscription
  Certificate

  
	
  2

  	
   

  	
  Global
  Certificate

  
	
  3A

  	
   

  	
  Form
  of Legal Opinion by Investor’s Local Counsel

  
	
  3B

  	
   

  	
  Form
  of Legal Opinion by Guarantor’s Local Counsel

  
	
  4

  	
   

  	
  Officers’
  Certificate pursuant to § 5.2.2

  
	
  5

  	
   

  	
  Text
  of Public Announcements

  
	
  6

  	
   

  	
  Material
  Subsidiaries

  
	
  7

  	
   

  	
  Investor’s
  Representative consent to appointment pursuant to § 10.1

  



 


3

















 


INVESTMENT AGREEMENT


 


between


 


1.                                      DAIMLER
AG, a stock corporation (Aktiengesellschaft)  established under the laws of the
Federal Republic of Germany which is registered in the commercial register (Handelsregister)  of the Local Court (Amtsgericht)  in Stuttgart under HRB 19360 (the company);


 


2.                                      SEMARE
BETEILIGUNGSVERWALTUNGS GMBH, a limited liability
company (Gesellschaft mit beschränkter Haftung)  established under the laws of the
Republic of Austria and registered in the Austrian Company’s Register (Firmenbuch)  of the Commercial Court Vienna (Handelsgericht
Wien)  under FN
309208 v (the Investor);


 


3.                                      AABAR
INVESTMENTS PJSC, a public joint stock company established under the laws of the Emirate
of Abu Dhabi, United Arab Emirates (the Guarantor);


 


(the
Company, the Investor and the Guarantor hereinafter collectively being referred
to as the Parties  and each of them a Party).


 


4

















 


PREAMBLE


 


(A)          The Company is
a leading producer of premium motor vehicles, vans and buses and the world’s
largest producer of trucks. It also offers financial services, including
vehicle financing, leasing, insurance and fleet management.


 


(B)           As at the date
of this Agreement (the Signing
Date),  the Company’s share capital (Grundkapital)  amounts to EUR 2,767,593,266.13
and is divided into 964,557,432 ordinary registered shares (including
37,116,831 treasury shares, the Treasury
Shares)  with no par value (auf den
Namen lautende Stammaktien ohne Nennbetrag)  (the Existing Shares). The Company
will not cancel the Treasury Shares prior to the Registration Time.


 


(C)           By resolution of the
Company’s annual shareholders’ meeting held on 9 April 2008 the management
board (Vorstand)  of
the Company (the Management
Board)  has been authorised, until 8 April
2013, to increase, with the consent of the supervisory board (Aufsichtsrat)  of the Company (the Supervisory Board),  the
Company’s share capital by up to € 500,000,000.00 (the Authorised Capital)  through the
issue of new registered no par value shares in exchange for cash contributions
(the Authorisation). Pursuant
to the Authorisation, the Management Board is authorized to exclude, with the
Supervisory Board’s consent, shareholders’ subscription rights of the Company’s
shareholders if the issue price of the newly issued shares is not significantly
lower than the market price of the Existing Shares prevailing at the time of
issuance and further provided that the number of shares issued does not exceed
10% of the Company’s share capital, neither at the time when the Authorisation
has become effective nor when it is used (§ 186(3) sent. 4 of the German Stock
Corporation Act (Aktiengesetz)). Further, the Management Board is authorised, with
the consent of the Supervisory Board, to determine other details of the
conditions on which new shares are issued. § 3(2) of the Articles of
Association (Satzung)
of the Company has been amended correspondingly and the
Authorised Capital has been registered with the commercial register (Handelsregister)  of the Local Court in Stuttgart
under the number HRB 19360 (the Commercial
Register).


 


(D)          The Investor is
a company all of whose shares are directly held by Gutiba
Beteiligungsverwaltungs GmbH, a limited liability company (Gesellschaft
mit beschränkter Haftung)  established
under the laws of the Republic of Austria and registered in the Austrian
Company’s Register (Firmenbuch)  of the Commercial Court Vienna (Handelsgericht
Wien)  under FN
309218 h. All shares in Gutiba Beteiligungsverwaltungs GmbH are held by the
Guarantor. The Guarantor is a long-term investor targeting to acquire and hold
interests in the equity of companies which are leaders in their respective
industries. The Guarantor is controlled by International Petroleum Investment
Company (IPIC). Aabar
is focused on combining its equity investments with strategic co-operations
with the companies in which it invests in order to promote the leadership
positions of such companies in their respective industries and in particular to
assist such companies with its intimate knowledge of the Middle East region.


 


5

















 


(E)           The Company
wishes to raise additional equity capital (i) to strengthen its capital base to
be commensurate with its leadership position in the automotive industry, (ii) to
continue, inter alia,  its
significant investments in research and development in order to further enhance
its technological leadership position in the automotive industry, and (iii) to
be in a position to exploit the current opportunities and to face the current
challenges in its sector from a position of financial strength.


 


(F)           Against this
background, the Company intends to make partial use of the Authorised Capital
and to issue 96,408,000 new shares in the Company (the New Shares)  to the Investor
against cash contributions (Kapitalerhöhung gegen Bareinlagen)  and the Investor intends to
subscribe and pay for the New Shares.


 


(G)           The Management
Board has resolved to increase the Company’s share capital pursuant to the
Authorisation and to issue the New Shares at the Aggregate Issue Price (as
defined herein) to the Investor upon exclusion of subscription rights of the
Company’s existing shareholders.


 


NOW, THEREFORE, the Parties
hereby agree as follows:


 


PART A: INTERPRETATION


 


§1


Interpretation and Definitions


 


1.1           In this Agreement (including
the Preamble), unless the context otherwise requires, where a German term has
been added in parentheses after an English term, such German term shall be
decisive for the purposes of interpretation of the English term whenever such
English term is used in this Agreement.


 


1.2           The headings in this
Agreement are merely for convenience. They shall be disregarded for the
purposes of interpreting this Agreement.


 


1.3           The following terms shall
have the following meanings when used in this Agreement:


 


1.3.1.       2009 AGM shall mean the
Company’s 2009 annual general shareholders’ meeting;


 


1.3.2.       Agent shall have the
meaning as set forth in § 2.2;


 


1.3.3.       Aggregate Issue
Price shall have the meaning as set forth in § 2.1;


 


1.3.4.       Authorisation shall have the
meaning as set forth in paragraph (C) of the preamble;


 


6

















 


1.3.5.       Authorised Capital shall have the
meaning as set forth in paragraph (C) of
the preamble;


 


1.3.6.       Bank Certificate shall have the
meaning as set forth in § 2.2;


 


1.3.7.       Commercial Register shall have the
meaning as set forth in paragraph (C) of the preamble;


 


1.3.8.       Confidential Information shall have the
meaning as set forth in § 13.1;


 


1.3.9.       Existing Shares shall have the
meaning as set forth in paragraph (B) of the preamble;


 


1.3.10.     Global Certificate shall have the
meaning as set forth in § 3;


 


1.3.11.     Governmental Authority shall have the
meaning as set forth in § 6.7;


 


1.3.12.     Guarantee shall have the
meaning as set forth in § 4;


 


1.3.13.     Investor’s Representative shall have the
meaning as set forth in § 10.1.


 


1.3.14.     IPIC shall have the
meaning as set forth in paragraph (D) of the preamble;


 


1.3.15.     Issue Price shall have the
meaning as set forth in § 2.1;


 


1.3.16.     Management Board shall have the
meaning as set forth in paragraph (C) of the preamble;


 


1.3.17.     Material Adverse Event shall have the
meaning as set forth in § 5.7;


 


1.3.18.     Material Subsidiaries shall be the Company’s
subsidiaries listed in Annex 6.


 


1.3.19.     New Shares shall have the
meaning as set forth in paragraph (F) of the preamble;


 


1.3.20.     New Shares Capital Increase
Account shall have the meaning as set forth in § 2.2;


 


1.3.21.     Registration Time shall have the
meaning as set forth in § 3;


 


1.3.22.     Signing Date shall have the
meaning as set forth in paragraph (B) of the preamble;


 


1.3.23.     Statements shall have the
meaning as set forth in § 6.


 


1.3.24.     Subscription Certificate shall have the
meaning as set forth in § 2.2;


 


1.3.25.     Subscription Certificate
Release Time shall have the meaning as set forth in § 2.2;


 


7

















 


1.3.26.     Supervisory Board shall have the
meaning as set forth in paragraph (C) of the preamble; and


 


1.3.27.     Treasury Shares shall have the
meaning as set forth in paragraph (B) of the preamble.


 


PART B: SUBSCRIPTION OF SHARES IN THE COMPANY


 


§2


Issue and Subscription of New Shares


 


2.1           Subject to the terms and
conditions set forth in this Agreement, the Company agrees to issue, and the
Investor agrees to subscribe for the New Shares at an issue price of € 20.27
per New Share (the Issue
Price). The aggregate Issue Price amounts
to € 1,954,190,160.00 (the Aggregate
Issue Price). The New Shares shall be ordinary
registered shares with no par value and shall carry the same rights and
obligations as the Existing Shares, except that they shall carry dividend
rights only from and including the fiscal year of the Company ending on 31 December
2009.


 


2.2           Subject to the conditions
set forth in this Agreement, for the purpose of registering the capital
increase representing the New Shares with the Commercial Register, the investor
shall, on the Signing Date immediately after the signing of this Agreement,
deliver a subscription certificate (Zeichnungsschein)  relating to the New Shares (the Subscription Certificate,
a form of which is set forth in Annex I)
duly signed in duplicate form pursuant to § 185 German Stock Corporation Act (Aktiengesetz)  to the public notary Hagen Krzywon
with the instruction to hold the Subscription Certificate in escrow until the
earlier of (i) express release of the certificate in writing by the Investor,
or (ii) presentation by the Company to the notary of the bank certificate
pursuant to Sections 188(2), 37(1) third sentence German Stock Corporation Act (Aktiengesetz)  issued by Deutsche Bank AG
confirming credit of the Aggregate Issue Price to the New Shares Capital
Increase Account (as defined below) (the Bank
Certificate). Further, subject to the terms and
conditions set forth in this Agreement, the Investor shall on or before 10:00 a.m. (Frankfurt time) on
23 March 2009 (such time referred to as Subscription
Certificate Release Time),  effect payment of the Aggregate
Issue Price to a special account of the Company with Deutsche Bank AG (the Agent)  entitled
“Daimler — Sonderkonto Kapitalerhöhung 2009”
(the New
Shares Capital Increase Account)  and with the
following account details: account number 11 20 005 05, Deutsche Bank AG,
Stuttgart, Swift DEUTDESSXXX, BLZ 600 700 70. Upon payment of the Aggregate
Issue Price the Subscription Certificate is released from escrow.


 


2.3           Unless previously released
by the Investor by express written notice to the public notary Hagen Krzywon,
the Subscription Certificate shall be deemed released by the Investor from
escrow upon presentation by the Company to the public notary of the Bank
Certificate. Without undue delay (unverzüglich)  upon the release of the


 


8

















 


Subscription
Certificate from escrow, the Company shall execute the necessary documentation
for the registration of the increase in capital with the Commercial Register
and shall, subject to the conditions in § 5.1 being fulfilled or waived by the
Company, file the relevant documentation with the Commercial Register on 23 March
2009.


 


2.4           Without undue delay (unverzüglich)  upon the registration of the increase
in capital with the Commercial Register, the Company shall, per telefax in
advance, furnish the Investor either with (i) a notice or registration from the
Commercial Register (Eintragungsnachricht),  or (ii) with a copy of an
electronic excerpt of the Commercial Register, evidencing in each case such
increase in capital.


 


2.5           If the registration with the
Commercial Register of the increase in capital in an amount of € 276,622,337.61
has not been effected by 25 March 2009, 12:00 (Frankfurt time) the Subscription
Certificate for the New Shares shall, in accordance with its terms, expire and
the Company shall without undue delay (unverzüglich)  repay the Aggregate Issue Price to the Investor to
an account designated by the Investor. In such event, the Investor and the
Company may agree that the Investor (i) effects new credits corresponding to
the Aggregate Issue Price to the New Shares Capital Increase Account, and (ii) submits
a new Subscription Certificate for the New Shares (to expire in accordance with
its terms on a date to be determined
jointly by the Company and the Investor).


 


§3


Delivery and Payment


 


Promptly
on the day on which the increase in capital to the New Shares is registered
with the Commercial Register (the time of such registration referred to as the Registration Time),  the
Company shall deliver a duly executed global certificate representing the New
Shares (the Global Certificate)  to
the Agent with the instruction to the Agent to deliver such Global Certificate
to Clearstream Banking AG for inclusion on Clearstream Banking AG’s book- entry
transfer system. The Company shall furthermore instruct to effect credit of the
New Shares to a deposit account designated by the Investor by credit through
Clearstream Banking AG’s book entry system. A form of the Global Certificate is
attached hereto as Annex 2.


 


§4


Guarantee of the Payment Obligations of the Investor


 


The
Guarantor hereby unconditionally and irrevocably guarantees towards and for the
benefit of the Company the due and punctual payment of the Aggregate Issue
Price, if and when such Aggregate Issue Price becomes payable hereunder (the Guarantee). Payments
under the Guarantee shall be made on first written demand of the Company. The
Guarantor may, for the avoidance of doubt, neither assert the plea of
unexhausted remedies (Einrede der Vorausklage)  nor raise any objections (Einwendungen)  which would release the Guarantor
from its payment obligations (if and when they arise) under the Guarantee or
which would defer such payment obligations.


 


9

















 


§5


Conditions to Subscription, Issuance and Payment; Termination


 


5.1           The obligation of the
Company to issue the New Shares in accordance with the provisions of this
Agreement is subject to the conditions precedent (aufschiebende Bedingungen)  that


 


5.1.1.     the Supervisory Board has resolved to approve the
increase of the Company’s share capital under the Authorization as well as the
issue of the New Shares to the Investor at the Aggregate Issue Price as
resolved by the Management Board;


 


5.1.2.     the Company shall have received no later than 22:00
CET on 22 March 2009 a legal opinion as to the laws of Austria, dated 22 March 2009,
of Binder Grösswang Rechtsanwälte, counsel to the Investor in the form as
attached hereto in Annex 3A
hereto, and a legal opinion as to the laws of Abu Dhabi, dated 22 March 2009,
of Al Tamimi & Company, counsel to the Guarantor, in the form as attached
in Annex 3B hereto.


 


5.2           The obligations of the
Investor to release the Subscription Certificate from escrow and to effect
payment of the Aggregate Issue Price and the obligations of the Guarantor under
the Guarantee are subject to the conditions precedent (aufschiebende Bedingungen)  that


 


5.2.1.     the Investor shall have received copies of the
resolution (i) of the Management Board to increase the Company’s share capital
under the Authorisation and to issue the New Shares at the Aggregate Issue
Price to the Investor and (ii) of the Supervisory Board approving the
Management Board’s resolution referred to in (i);


 


5.2.2.     the Investor shall have received, on or before the
Subscription Certificate Release Time, a certificate dated 23 March 2009 and
signed by the chief executive officer and the chief financial officer of the
Company, in the form as attached in Annex 4  hereto;


 


5.2.3.     the Company shall not have published, between the
Signing Date and the Subscription Certificate Release Time, an ad hoc notice
under § 15 of the German Securities Trading Act (Wertpapierhandelsgesetz),  other than an adhoc notice in the
form attached hereto as Annex 5.


 


5.3           The Company may, at its
discretion and upon the terms as it deems appropriate, waive in writing
compliance with the whole or any part of the conditions precedent set forth in
§ 5.1.2 and the Investor may in its sole discretion and upon such terms as it
thinks fit, waive in writing compliance with the whole or any part of the
conditions precedent set out in § 5.2. The conditions in § 5.2 shall be deemed
to have been fulfilled as soon as the Aggregate Issue Price has been
transferred to the New Shares Capital Increase Account.


 


10














 


5.4           The Company may terminate
this Agreement upon the non-occurrence of a condition precedent referred to in
§ 5.1 by the Subscription Certificate Release Time and the Investor may
terminate this agreement upon the non-occurrence of a condition precedent referred
to in § 5.2 by the Subscription Certificate Release Time, in each case unless
the party entitled to waive the relevant condition has declared a waiver. Upon
notice of such termination being given by the Investor or the Company, as the
case may be, this Agreement shall terminate and be of no further effect and no
party shall have any liability to any other in respect of this Agreement,
except that any termination of this Agreement shall not affect the obligations
of the Parties under § 13. If the Company terminates this Agreement pursuant to
this § 5.4 after receipt of the Aggregate Issue Price, the Company shall
without undue delay (unverzüglich)  repay the Aggregate Issue Price to the Investor to
an account designated by the Investor and return to the Investor the
Subscription Certificate.


 


5.5           If a Material Adverse Event
shall occur before the Subscription Certificate Release Time, the Investor
shall be entitled to terminate this Agreement. The Investor shall also be
entitled to terminate this Agreement if any of the representations and
warranties made by the Company in this Agreement shall be or become untrue or
incorrect before the Subscription Certificate Release Time. Upon notice of such
termination being given by either Party, the Company shall without undue delay (unverzüglich)  repay the Aggregate Issue Price to
the Investor to an account designated by the Investor and return to the
Investor the Subscription Certificate, and this Agreement shall terminate and
be of no further effect and no party shall have any liability to any other in
respect of this Agreement, except that any termination of this Agreement shall
not affect the obligations of the Parties under § 13.


 


5.6           If any of the
representations and warranties made by the Company in this Agreement shall be
or become untrue or incorrect or a Material Adverse Event shall occur after the
Subscription Certificate Release Time and prior to the Registration Time, the
Investor may request from the Company by written notification to employ its
best efforts to procure a withdrawal of the application for registration of the
capital increase with the Commercial Register. If the application is withdrawn
successfully, the Company shall without undue delay (unverzüglich)  repay the Aggregate Issue Price,
plus interest thereon (at a per annum rate of 1.5%) to the Investor to an
account of the Investor (with the following account details: account number 100
175 39 20, Deutsche Bank AG, Frankfurt a.M., Swift DEUTDEFFXXX, BLZ 500 700 10)
and return to the Investor the Subscription Certificate, and this Agreement
shall terminate and be of no further effect and no party shall have any
liability to any other in respect of this Agreement, except that any
termination of this Agreement shall not affect the obligations of the Parties
under § 13.


 


5.7           Material
Adverse Event shall mean the occurrence, after the time of signing
by the Parties of this Agreement, of any of the following, as commercially
reasonably determined by the Investor (after consultation with the Company to
the extent possible; any of the following persons will be available for such
consultation on the side of the Company: Dr. Rüdiger Grube and Dr. Edgar Krökel)


 


11

















 


5.7.1.       any fact, circumstance or change, that, individually
or in the aggregate with all other such facts, circumstances or changes (i) has
or is reasonably likely to have a material adverse effect on the condition
(financial, operational, or legal), or on the earnings or business affairs of the
Company and its subsidiaries taken as a whole, whether or not arising in the
ordinary course of business, or (ii) reasonably likely to result in an adverse
effect on the Company’s ability to perform its obligations under this
Agreement;


 


5.7.2.       a suspension of trading generally on or by, the
Frankfurt Stock Exchange or the New York Stock Exchange (unless such suspension
occurs for technical reasons only) or a material adverse change in the domestic
or international loan, capital, or financial markets generally; or


 


5.7.3.       a declaration of a general moratorium on commercial
banking activities in Frankfurt am Main or London by the relevant authorities,
or a material disruption in securities settlement, payment or clearance
services in Europe or the United States that directly effects the execution and
settlement of the transactions contemplated by this Agreement.


 


§ 6


Representations of the Company


 


The
Company hereby represents to the Investor by way of independent promise of
guarantee (selbständiges Garantieversprechen)  pursuant to § 311 (1) BGB that the statements set
out in § 6.1 to § 6.16 below (each a Statement
and together the Statements)  are
true and correct as of the Signing Date and will be true and correct as of the
Subscription Certificate Release Time and as of the Registration Time.


 


6.1           The Company is duly
incorporated and validly existing under the laws of its jurisdiction of
incorporation and has the requisite corporate power and authority to carry on
its business as currently conducted.


 


6.2           No insolvency or composition
proceedings have been commenced in respect of the assets of the Company or any
of its Material Subsidiaries and no circumstances exist which would require an
application for the commencement of such proceedings or which would justify an
avoidance of this Agreement under applicable insolvency or composition
regulations.


 


6.3           As at the Signing Date, the
Company’s share capital (Grundkapital)  amounts to EUR 2,767,593,266.13.


 


6.4           The Existing Shares
represent the entire share capital of the Company and all contributions (Einlagen)  required to be made in respect
thereof have been made in full and have not been repaid.


 


6.5           The Company has the
corporate capacity to enter into, and perform its obligations under, this
Agreement, which, upon approval of the Supervisory Board as contemplated in §
5.1.1, will have been duly authorised by the Company.


 


12

















 


6.6           This Agreement has been duly
and validly executed by the Company and constitutes legal, valid and binding
obligations of the Company.


 


6.7           All consents, approvals,
authorizations or other actions required under applicable law and regulations
for, or in connection with, the execution of this Agreement, the issuance of
the New Shares by the Company and the performance by the Company of its
obligations under this Agreement, have been unconditionally obtained and are in
full force and effect and no notice to, filing with or exemption or review by
any domestic or foreign authorities, agencies, courts, commissions or other
entities including stock exchanges and other self-regulatory organizations
(collectively Governmental Authorities)  having
jurisdiction over the Company is necessary for the consummation by the Company
of the transactions contemplated by this Agreement, save that (i) issuance of
the New Shares will require an application by the Company for registration of
the consummation of the capital increase with, and registration by, the
Company’s commercial register, (ii) admission and listing of the New Shares as
contemplated by § 9.2 will require applications to the relevant exchanges by
the Company as well as admission and listing decisions by such stock exchanges;
(iii) the Company will be obliged to file the ad hoc-release to be published by
it in connection with the transactions contemplated by this agreement with the Bundesanstalt fur Finanzdienstleistungsaufsicht,  (iv)
the Company will be obliged to make a Form 6-K filing in the U.S. and (v) the
Company will be obliged to file an Extraordinary Securities Report with the
competent regulatory authority in Japan after the consummation of the
transactions contemplated by this Agreement.


 


6.8           The execution by the Company
of this Agreement, the issuance of the New Shares, and the consummation of the
transactions contemplated in this Agreement will not, subject to the approval
of the Supervisory Board as contemplated in § 5.1,


 


6.8.1.     conflict with, or result in a violation of the
provisions of, or constitute a default (or be subject to approval that has not
heretofore been obtained) under, (i) any agreement or instrument to which the
Company or one of the Company’s subsidiaries is a party or by which any of them
is bound or to which any of their assets is subject, or (ii) any license, permit
or authorisation, held by or issued to the Company or any of its subsidiaries,
which violation or default would result in a Material Adverse Event;


 


6.8.2.     result in a violation of the articles of association
or other governing documents of the Company or any of the Company’s
subsidiaries, or any provision of law, judgment or decree of any competent
Governmental Authority, which violation would result in a Material Adverse
Event;


 


6.8.3.     result in any termination rights or other third
party rights that would result in a Material Adverse Event.


 


6.9           As at the Signing Date,
there is no lawsuit, investigation or proceeding pending or, to the best of the
Company’s knowledge, threatened against the Company before any court, arbitral
body or governmental authority which in any manner challenges or


 


13

















 


seeks
to prevent, alter or materially delay the transactions contemplated by this
Agreement.


 


6.10       Since 1 January 2009, the Company has complied with
all reporting requirements, including ad-hoc publication requirements under
stock exchange and other securities laws and rules and regulations of any
competent regulatory authority applicable to it and its securities and
currently has, other than with respect to the transactions contemplated by this
Agreement, not made use of the possibility to not disclose price-sensitive
information pursuant to Section 15(3) of the German Securities Trading Act (Wertpapierhandelsgesetz).


 


6.11       No stamp or other duty is assessable or payable in,
and no withholding or deduction for any taxes, duties, assessments or
governmental charges of whatever nature is imposed or made for or on account of
any income, registration, transfer or turnover taxes, customs or other duties
or taxes of any kind, levied, collected, withheld or assessed by or within
Germany or by any sub-division of or authority therein or thereof having power
to tax in Germany, in connection with the authorisation, execution or delivery
of this Agreement or with the authorization, issue or delivery of the New
Shares and the performance of the Company’s obligations under this Agreement.


 


6.12       The New Shares will, upon registration in the
Commercial Register, be validly issued shares of the Company, fully paid up and
freely transferable and will be free of any third party rights. The New Shares
will, upon issuance, be fully fungible with each other and, except that they
will carry dividend rights only from and including the fiscal year of the
Company ending on 31 December 2009 and will not yet be listed at such time, all
other shares of the same class of the Company.


 


6.13       Any pre-emptive rights (Bezugsrechte)  of any existing shareholders of
the Company in connection with the issuance of the New Shares are validly
excluded and the New Shares will be free of pre-emptive rights or any rights of
any person similar to pre-emptive rights based on the Company’s articles of
association or any agreements or instruments to which the Company is a party.


 


6.14       The Company is a “foreign issuer” within the meaning
of Rule 902(e) of Regulation S under the US Securities Act of 1933, as amended,
and reasonably believes that there is no “substantial U.S. market interest” as
defined in Rule 902(j) of Regulation S under the US Securities Act of 1933, as
amended, in the New Shares or in securities that are of the same class as the
New Shares.


 


6.15       Neither the Company, any of its affiliates, nor any
party acting on behalf or for the account of any of them has, within a period
of 15 Frankfurt Stock Exchange trading days prior to the Signing Date, engaged
in any trading activities involving shares of the Company (including any
derivative and hedging transactions involving such shares) which might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Company’s shares.


 


14

















 


6.16         The information provided by
or on behalf of the Company to The Committee of Foreign Investment in the
United States is true and correct in all material aspects.


 


§ 7


Representations of the Investor


 


The
Investor hereby represents to the Company, by way of an independent promise of
guarantee (selbständiges Garantieversprechen)  pursuant to § 311 para. 1 BGB, that the statements
set out in § 7.1 to § 7.8 below are true and correct as of the Signing Date and
will be true and correct as of the Subscription Certificate Release Time.


 


7.1           The Investor is duly
incorporated and validly existing under the laws of its jurisdiction of
incorporation and has the requisite corporate power and authority to carry on
its business as currently conducted.


 


7.2           No insolvency or composition
proceedings have been commenced in respect of the assets of the Investor and no
circumstances exist which would require an application for the commencement of
such proceedings or which would justify an avoidance of this Agreement under
applicable insolvency or composition regulations.


 


7.3           The Investor has the
corporate capacity to enter into, and perform its obligations under, this
Agreement and this Agreement has been duly authorised by the Investor.


 


7.4           This Agreement has been duly
and validly executed by the Investor and constitutes legal, valid and binding
obligations of the Investor, enforceable against it in accordance with its
terms.


 


7.5           All consents, approvals,
authorizations or other actions required under applicable law and regulations
for, or in connection with, the execution of this Agreement, the subscription
of the New Shares by the Investor and the performance by the Investor of its
obligations under this Agreement, have been unconditionally obtained and are in
full force and effect and no notice to, filing with or exemption or review by
any Governmental Authority having jurisdiction over the Investor is necessary
for the consummation by the Investor of the transactions contemplated by this
Agreement.


 


7.6           As at the Signing Date,
there is no lawsuit, investigation or proceeding pending or, to the best of the
investor’s knowledge, threatened against the Investor before any court,
arbitral body or governmental authority which in any manner challenges or seeks
to prevent, alter or materially delay the transactions contemplated by this
Agreement.


 


7.7           The Investor has available
cash or available loan facilities which will, on the Subscription Certificate
Release Time, provide, in immediately available funds, the cash resources
necessary to pay the Aggregate Issue Price and to meet its other obligations
under this Agreement; and, in the case of loan facilities, they involve no
material pre-conditions and the Investor will be able to satisfy all conditions
of drawdown to such loan facilities on or prior to the Subscription Certificate
Release Time (except, for the avoidance of doubt, the satisfaction of any
conditions of drawdown that are outside the Investor’s or Guarantor’s control).
The Investor has no


 


15

















 


reason
to believe that any such condition precedent will not be fulfilled prior to the
Subscription Certificate Release Time.


 


7.8           Neither the Investor, any of
its subsidiaries, nor any party acting with their knowledge and/or approval on
behalf or for the account of any of them has, within a period of 15 Frankfurt
Stock Exchange trading days prior to the Signing Date, engaged in any trading
activities involving shares of the Company (including any derivative and
hedging transactions involving such shares) which might reasonably be expected
to exercise downward pressure on the otherwise prevailing market prices of the
Company’s shares; further, the Investor, after consultation with any financial
institution which provides financing to it for the purpose of funding the
Aggregate Issue Price, has no reason to believe that any such financial
institution has engaged in such trading activities in  connection with
the providing of  finance
for the Aggregate Issue Price.


 


§ 8


Representations of the Guarantor


 


The
Guarantor hereby represents to the Company, by way of an independent promise of
guarantee (selbständiges Garantieversprechen)  pursuant to § 311 para. 1 BGB, that the statements
set out in paragraph (D) of the Preamble and in § 8.1 to § 8.9 below are true
and correct as of the Signing Date and will be true and correct as of the
Subscription Certificate Release Time.


 


8.1           The Guarantor is duly
incorporated and validly existing under the laws of its jurisdiction of
incorporation and has the requisite corporate power and authority to carry on
its business  as currently conducted.


 


8.2           No insolvency or composition
proceedings have been commenced in respect of the assets of the Guarantor and
no circumstances exist which would require an application for the commencement
of such proceedings or which would justify an avoidance of this Agreement under
applicable insolvency or composition regulations.


 


8.3           The Guarantor has the
corporate capacity to enter into, and perform its obligations under, this
Agreement and this Agreement has been duly authorized by the Guarantor.


 


8.4           This Agreement has been duly
and validly executed by the Guarantor and constitutes  legal, valid and
binding obligations of the Guarantor, enforceable against it in accordance with
its terms.


 


8.5           All consents, approvals,
authorizations or other actions required under applicable law and regulations
for, or in connection with, the execution of this Agreement and the performance
by the Guarantor of its obligations under this Agreement, have been
unconditionally obtained and are in full force and effect and no notice to,
filing with or exemption or review by any Governmental Authority having
jurisdiction over the Guarantor is necessary for the consummation by the
Investor of the transactions contemplated by this Agreement.


 


16

















 


8.6           As at the Signing Date,
there is no lawsuit, investigation or proceeding pending or, to the best of the
Guarantor’s knowledge, threatened against the Guarantor before any court,
arbitral body or governmental authority which in any manner challenges or seeks
to prevent, alter or materially delay the transactions contemplated by this
Agreement.


 


8.7           The Investor has available
cash or available loan facilities which will, on the Subscription Certificate
Release Time, provide, in immediately available funds, the cash resources
necessary to pay the Aggregate Issue Price; and, in the case of loan
facilities, they involve no material pre-conditions and the Investor will be
able to satisfy all conditions of drawdown to such loan facilities on or prior
to the Subscription Certificate Release Time (except, for the avoidance of doubt,
the satisfaction of any conditions of drawdown that are outside the Investor’s
or Guarantor’s control). The Investor has no reason to believe that any such
condition precedent will not be fulfilled prior to the Subscription Certificate
Release Time.


 


8.8           Neither the Guarantor, any
of its subsidiaries, nor any party acting with their knowledge and/or approval
on behalf or for the account of any of them has, within a period of 15
Frankfurt Stock Exchange trading days prior to the Signing Date, engaged in any
trading activities involving shares of the Company (including any derivative
and hedging transactions involving such shares) which might reasonably be
expected to exercise downward pressure on the otherwise prevailing market
prices of the Company’s shares; further, the Guarantor (i) after consultation
with any financial institution which provides financing for the purpose of
funding the Aggregate Issue Price, has no reason to believe that any such
financial institution has engaged in such trading activities in connection with
the providing of finance for the Aggregate issue Price, and (ii) has no reason
to believe that IPIC has engaged in such trading activities.


 


8.9           The information provided by
or on behalf of the Guarantor and IPIC to The Committee of Foreign Investment
in the United States is true and correct in all material aspects.


 


§ 9


Undertakings of the Company


 


9.1           The Company undertakes to
publish, prior to the Subscription Certificate Release Time, any ad-hoc notice
or notices required for the Company to be in full compliance with § 15(1) and (2)
of the German Securities Trading Act (Wertpapierhandelsgesetz),  without making use of the
exemption therefrom pursuant to § 15(3) of the German Securities Trading Act (Wertpapierhandelsgesetz)  (except for any ad-hoc notices in
connection with the signing of this Agreement and the transactions contemplated
thereunder).


 


9.2           The Company undertakes to
cause the New Shares, (i) to be admitted to trading on the regulated market (Regulierter
Markt)  segment
of the Frankfurt and Stuttgart Stock Exchanges and the sub-segment thereof with
additional post-admission obligations (Prime Standard), or any successor
thereof and (ii) to be listed on the


 


17

















 


New
York Stock Exchange, in each case no later than prior to the start of trading
on the trading day immediately following the day on which the Company pays its
dividend for its fiscal year 2008. The Company confirms that it has authorised
and mandated Deutsche Bank AG and Deutsche Bank AG has agreed to file and
pursue the application for admission of the New Shares to the regulated market (Regulierter
Markt)  segment
of the Frankfurt and Stuttgart Stock Exchanges and the sub-segment thereof with
additional post-admission obligations (Prime Standard).


 


9.3           The Company undertakes,
during a period of two years commencing on the Signing Date, to maintain the
admission to trading of its shares (including the New Shares upon their
issuance) on the regulated market (Regulierter Markt)  segment of the Frankfurt Stock
Exchange and the sub-segment thereof with additional post-admission obligations
(Prime Standard), provided that this obligation shall not apply in case a major
shareholder of the Company executes a squeeze-out of the Company’s shareholders
pursuant to § 327a of the German Stock Corporation Act (Aktiengesetz)  or § 39a of the German Takeover
Code (Wertpapiererwerbs-
und Übernahmegesetz)  or
in case the Company is merged into another company.


 


9.4           During the period commencing
on the Signing Date and ending twelve months after the Registration Time (but
only for as long as the Guarantor is directly or indirectly, (i) the beneficial
owner (as such term is defined in Rule 13d-3 under the US Securities Exchange
Act of 1934, as amended) of at least 96,408,000 shares of the Company and (ii) the legal owner of
at least 51,294,815 shares of the Company), the Company will in such period
not, without the prior written consent of the Investor, either (i) directly or
indirectly, issue, sell, offer, contract to sell, otherwise dispose of or
announce the offering of any shares of the Company or any other securities or
uncertificated rights convertible into or exchangeable for, or which carry the
right to acquire, shares of the Company, make use of any authorised capital or
sell own (treasury) shares, or propose a capital increase to the annual
shareholders’ meeting, except (w) in connection with any directors’ and/or
employees’ stock option plan or (x) in connection with the Company program to
offer shares to employees of the Company (Belegschaftsaktienprogramm)  (y) share issuances against
contribution in kind (Sachkapitalerhöhung)  or (z) issuances of securities of
the type referred to above in connection with a takeover bid (as defined in § 29(1)
of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz))  for shares of the Company which
has not been recommended for acceptance by the Management Board, or (ii) enter
into any transaction (including a derivatives transaction) having an economic
effect similar to the measures restricted by clause (i) of this sentence. After
expiry of a period of six months after the Registration Time, the Investor
shall not withhold its consent if it has been notified in writing by the
Company’s Management Board that the Management Board has, based on a diligent
review of the Company’s and the Company’s shareholders’ interests, determined
that the relevant measure is in the best interest of the Company and the
Company’s shareholders. For the avoidance of doubt, this § 9.4 shall not be
deemed to have been breached by the passing of the resolutions proposed in the
invitation to Company’s 2009 AGM, as published by the Company on 27 February 2009.


 


18

















 


PART C: MISCELLANEOUS


 


§ 10


Investor’s Representative


 


10.1       In order to enable the Company to deliver notices,
communications, documents and declarations of will (Willenserklärungen)  at any time to the Investor and
the Guarantor, each of the Investor and the Guarantor hereby irrevocably
appoint Dr. Andreas Hable of Binder Grösswang Rechtsanwälte OG (the Investor’s Representative)  as
their joint representative (Bevollmächtigter)  for the receipt (Empfang),  service (Zustellung)  and giving (Abgabe)  of all notices, communications
documents (including arbitration-related documents) and declarations of will
which relate to or are connected with this Agreement and/or its implementation.
By a letter dated 22 March 2009, a copy of which is attached as Annex 7 to this Agreement, the
Investor’s Representative consented to such appointment.


 


10.2       If the Company receive any notices, communications,
documents or declarations of will from both the Investor’s Representative and
the Investor, it shall, at its free discretion, be entitled to rely solely upon
the notices, communications, documents or declarations of will given or executed by the Investor’s
Representative.


 


10.3       The appointment of the Investor’s Representative
pursuant to § 10.1 above shall only terminate upon the appointment of another
Investor’s Representative domiciled in Austria, which appointment must be
notified to the Company.


 


§ 11


Notices


 


11.1       All notices, communication and declarations of will
which are given pursuant to, or in connection with, this Agreement shall be
given in writing in the English language and shall be transmitted by hand by
post or by fax to the Parties as specified in more detail in § 11.2.


 


11.2       All such notices, communication and declarations of
will shall (subject to any changes notified in writing to the other Parties) be
transmitted to the Parties at the following addresses, and marked for the
attention of the following persons:


 


11.2.1.
Company:


 


Daimler
AG


Mercedesstrasse
137


D-70327
Stuttgart


Federal
Republic of Germany


Fax:
+49 711 17 92814


Attention:
Dr. Edgar Krökel


 


19

















 


11.2.2.
Investor:


 


Dr.
Andreas Hable


Binder
Grösswang Rechtsanwälte OG


Sterngasse
13


A-1010
Vienna


Austria


Fax:
+43 (1) 534 80 - 8


 


11.2.3.
Guarantor:


 


Dr.
Andreas Hable


Binder
Grösswang Rechtsanwälte OG 


Sterngasse
13


A-1010
Vienna


Austria


Fax:
+43 (1) 534 80 - 8


 


§ 12


Costs


 


Each
Party shall bear its own costs and expenses (including the fees, costs and
expenses of its advisors) relating to the preparation, negotiation and
implementation of this Agreement and the transactions contemplated herein. For
the avoidance of doubt, the Company agrees that it will pay or cause to be paid
any fees, costs and expenses payable in connection with the admission of the
New Shares to the regulated market (Regulierter Markt)  segment of the Frankfurt and
Stuttgart Stock Exchanges and the sub-segment thereof with additional post-admission
obligations (Prime Standard) and the listing of the New Shares of the New York
Stock Exchange.


 


§ 13


Confidentiality


 


13.1         Subject to § 13.2 and § 13.3
below, the Parties agree to keep strictly confidential any and all information
(written or oral), data (including, but not limited to any data of financial,
technical or otherwise business-related nature) or any other statement,
regardless of its kind and content arising out of or in connection with this
Agreement (together Confidential
Information)  including any information and
knowledge derived from the Confidential Information and no Party shall, without
the prior written consent of the other Parties, disclose any information
regarding the contents of this Agreement to third parties or make any such
information available to third parties.


 


13.2         The confidentiality
obligation contained in § 13.1 shall not apply to Confidential Information


 


20














 


13.2.1.     which was public prior to the conclusion of this
Agreement or has subsequently become public unless such publication is based
upon a breach of this Agreement;


 


13.2.2.    a Party has received the
Confidential Information from third parties as non-confidential information
and, to the knowledge of such Party, without any breach of any duty of
confidentiality owed to the respective other Parties;


 


13.2.3.    which must be disclosed by a
Party in accordance with mandatory law (including the rules of a stock exchange).
In such case, the disclosing Party will, unless prohibited by law, (i) inform
the respective other Parties prior to any such disclosure of the Confidential
Information by specifying the reasons for the disclosure of the information and
(ii) give the other respective Parties a timely opportunity to review and
comment on draft filings prior to the finalisation and submission of the
pertinent information; or


 


13.2.4.    in respect of which the
relevant Party has waived in writing the confidential treatment.


 


13.3         Each Party shall only publish such press releases
and announcements relating to the issue and subscription of the New Shares and
at such times as agreed by the Parties. Notwithstanding the preceding sentence,
each Party shall not be prevented, after giving written notice to any other Party,
from publishing press releases and announcements if and to the extent required
by applicable law (including the rules of a stock exchange). The forms of press
releases and announcements attached hereto as Annex 5
shall be deemed as agreed within the meaning of this clause.


 


13.4         In case a Party acts in breach of any duties arising
under this § 13, this Party shall be liable in accordance with general
principles of German law.


 


§ 14


Member of the Supervisory Board


 


The Management Board has the intention to
support, as far as permitted by German law and subject to the provisions of the
German corporate governance codex (Deutscher Corporate Governance Kodex),  the Guarantor in realizing its
plan to have one person of its choice elected as member to the Supervisory Board
in the annual shareholders’ meeting 2010, provided that the Guarantor, directly
or indirectly, is (i) the beneficial owner (as such term is defined in Rule 13d-3
under the US Securities Exchange Act of 1934, as amended) of at least
96,408,000 shares of the Company and (ii) the legal owner of at least
51,294,815 shares of the Company, in each case on the 30th day prior to the day
on which the invitation to the annual shareholders’ meeting 2010 is published.
Should the Guarantor not be the direct or indirect legal owner of at least
96,408,000 shares of the Company on the 30th day prior to day on which the
invitation to the annual shareholders’ meeting 2013 is published, the Guarantor
will use reasonably best efforts to ensure that, as far as permitted by German
law, instead of the Guarantor’s representative a new member can be elected to
the Supervisory Board in such ordinary shareholders’ meeting.


 


21

















 


§ 15


General Provisions


 


15.1         Unless expressly provided otherwise in this
Agreement, all amounts payable under or in connection with this Agreement shall
be paid in Euro free of costs and charges (kosten- and spesenfrei)  in immediately available funds by
wire transfer with value on the relevant due date (mit Wertstellung zum jeweiligen Fälligkeitstag).


 


15.2         No Party may pledge or assign any rights or claims
under this Agreement in whole or in part without the prior written consent of
the other Parties, other than assignments to financing banks for the sole
purpose of securing claims that such banks have against the pertinent
transferee.


 


15.3         This Agreement contains the entire agreement between
the Parties with respect to the subject-matter hereof and supersedes all prior
agreements and understandings with respect thereto.


 


15.4         Any amendment or supplementation (Ergänzung)  of this Agreement must be in
writing, unless a stricter form (such as notarial recording) is required by
mandatory law. This shall also apply to any waiver of the need to comply with
the provisions of this § 15.4. The Parties hereby agree that the form of
execution of this Agreement does not have to comply with the requirements of
unity of the deed (Einheitlichkeit der Urkunde)  pursuant to § 126 and § 127 BGB.


 


15.5         The Annexes to this Agreement shall form an integral
part of this Agreement.


 


15.6         Except as otherwise expressly provided for in this
Agreement, this Agreement shall not grant any rights to third parties and shall
not constitute a contract for the benefit of third parties (Vertrag
zu Gunsten Dritter)  or
a contract with protective effect for third parties (Vertrag mit Schutzwirkung.für
Dritte).


 


15.7         If any provision of this Agreement is or becomes
wholly or partially invalid, void or unenforceable, this shall not affect the
validity of the other provisions of this Agreement. The same shall apply if it
should transpire that this Agreement contains a contractual omission (Lücke). Instead of the
invalid, void or unenforceable provision, the Parties shall agree on an
arrangement which comes as close as legally possible to what the Parties were
trying to achieve with the invalid, void or unenforceable provision (or, as the
case may be, the invalid, void or unenforceable part thereof). In the event
that a contractual omission needs to be filled, an arrangement shall be agreed
upon which, in accordance with the purpose and intent of this Agreement, comes as close  as
possible to what the Parties would have agreed upon if they had thought about
the matter at the time of conclusion of this Agreement.


 


§ 16


Governing law; Arbitration


 


16.1         This Agreement shall be governed by, and construed
in accordance with, the laws of the Federal Republic of Germany.


 


22

















 


16.2         Any dispute, controversy or claim arising out of or
in connection with this Agreement or its validity shall be finally settled by
three arbitrators in accordance with the Arbitration Rules of the German
Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts
of law. The place of arbitration shall be Stuttgart, Germany. The language of
the arbitral proceedings shall be English.


 


16.3         In the event that mandatory applicable law (or the
foregoing provision) requires any matter arising out of or in connection with
this Agreement and its execution to be decided upon by an ordinary court of
law, the competent courts in Frankfurt am Main shall have the exclusive
jurisdiction.


 


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23

















 


	
  Place
  and Date:

  	
   

  	
  Place
  and Date:

  
	
  Stuttgart,
  22.3.09

  	
   

  	
  Stuttgart,
  22.3.09

  
	
   

  	
   

  	
   

  
	
  DAIMLER
  AG

  	
   

  	
  DAIMLER
  AG

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bodo Uebber

  	
   

  	
  By:

  	
  /s/ Edgar Krökel

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Bodo
  Uebber

  	
   

  	
  Name:

  	
  Dr.
  Edgar Krökel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Member
  of the Board of Management 

  	
   

  	
  Title:

  	
  Head
  of M&A, Prokurist

  
	
   

  	
  Daimler
  AG

  	
   

  	
   

  	
  Daimler
  AG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Place
  and Date:

  	
   

  	
  Place
  and Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEMARE
  BETEILIGUNGSVERWALTUNGS GMBH

  	
   

  	
  SEMARE
  BETEILIGUNGSVERWALTUNGS GMBH

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mohamed Al-Husseiny

  	
   

  	
  By:

  	
  /s/ Kelvin Tang

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mohamed
  Al-Husseiny

  	
   

  	
  Name:

  	
  Kelvin
  Tang

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Managing
  Director

  Semare Beteiligungsverwaltungs GmbH

  	
   

  	
  Title:

  	
  Managing
  Director

  Semare Beteiligungsverwaltungs GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Place
  and Date:

  	
   

  	
  Place
  and Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AABAR
  INVESTMENTS PJSC

  	
   

  	
  AABAR
  INVESTMENTS PJSC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mohamed Al-Husseiny

  	
   

  	
  By:

  	
  /s/ Kelvin Tang

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mohamed
  Al-Husseiny

  	
   

  	
  Name:

  	
  Kelvin
  Tang

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  Aabar Investments PJSC

  	
   

  	
  Title:

  	
  General
  Counsel

  Aaber Investments PJSC

  



 


24