Auto Finance Operating Agreement



 Exhibit 10.20 
 AUTO FINANCE OPERATING AGREEMENT 
 I. Parties

 This Auto Finance Operating Agreement is made by and between the following parties as of April 30, 2009 (“Effective
Date”): 
  

	A.	Ally Financial Inc., formerly known as GMAC Inc., (“Ally”) and 


 

	B.	Chrysler Group LLC (“Chrysler”). 

 II. Recitals 
  

	A.	Chrysler manufactures, distributes, markets, and sells motor vehicles under various brands, including, “Chrysler”, “Dodge”,
“Jeep”, “RAM”, and “Mopar”, and related goods and services (“Chrysler Products”), which are offered for sale to retail Consumers through a network of dealerships authorized by
Chrysler (“Chrysler Dealers”). 

  

	B.	Ally is a diversified financial services company that directly, and indirectly through its Subsidiaries, provides automotive and non-automotive finance and
lease, insurance, banking, mortgage, lending, and other services to a variety of customers (“Ally Products”). 

  

	C.	As part of its business, Ally: 

  

	 	1.	Supports the sale of Chrysler Products by purchasing from Chrysler Dealers, at market rates and below market rates, motor vehicle retail installment sale
contracts (“Retail Financing”) and motor vehicle lease contracts, including the underlying lease vehicle, (collectively, “Consumer Financing”); 


 

	 	2.	Finances Chrysler Dealers’ acquisition of motor vehicle inventory (“Inventory Financing”) and extend loans and other credit accommodations
for working capital, equipment, and real estate (“Loans”, and, collectively with Inventory Financing, “Dealer Financing”) to Chrysler Dealers; 


 

	 	3.	Makes available to Chrysler Dealers, remarketing and related auction services for the purchase and sale of used vehicles, including through proprietary internet
auctions hosted by Ally, such as SmartAuction, (collectively, “Remarketing”); and 

  

	 	4.	Makes available to Chrysler Dealers, insurance products and services, including vehicle inventory insurance, and other dealer insurance products and services,
through Motors Insurance Corporation and its Subsidiaries (collectively, “Insurance”). 

  

	D.	Subject to Section 5.2, Chrysler wants Ally to be Chrysler’s preferred service provider of automotive financial services in the United States, and Ally
wants to be Chrysler’s preferred service provider of automotive financial services in the United States, in each case including the services listed in Recital C above, in each case under the terms and conditions of this Agreement.


 Agreement 
 In consideration of the recitals above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chrysler and Ally agree as follows: 

 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
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 ARTICLE I    DEFINITIONS 

SECTION 1.1 Definitions. The words in this Agreement have the meanings usually and customarily ascribed to them in commercial contracts,
except that the words defined below, or elsewhere in this Agreement, have the respective meanings ascribed to them as indicated. 
  

	(a)	“Affiliated Entity” means an entity: 

  

	 	(i)	That is a Subsidiary of a party to this Agreement; or 

  

	 	(ii)	That owns a majority of the voting securities of a party to this Agreement; or 


 

	 	(iii)	That Controls, is Controlled by, or is under common Control with a party to this Agreement. 


 

	(b)	“Ally-Financed Dealer” means a Chrysler Dealer to which Ally provides Inventory Financing and/or Loans. 


 

	(c)	“Application” means a credit application in a standard form developed or approved by Ally submitted by or on behalf of a Consumer in connection
with the purchase or lease of a new or used Chrysler vehicle that a Chrysler Dealer submits for Ally’s assessment and credit decision as to whether Ally would purchase a retail installment sale or lease contract that the Chrysler Dealer enters
into with that Consumer, if the Dealer were to offer it for sale to Ally. 

  

	(d)	“Approval” means Ally’s credit decision that it would purchase a retail installment sale or lease contract, if a Chrysler Dealer decides to
offer it for sale to Ally under the terms offered by that Chrysler Dealer as submitted (i.e., not subject to a change in the terms of the contract and/or fulfillment of one or more specific conditions such as additional down payment).


  

	(e)	“Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in Auburn
Hills, Michigan or New York, New York. 

  

	(f)	“Capital Markets Disruption” means circumstances where the global credit markets are such that credit is either not available or not available
on commercially reasonable terms to borrowers with credit rating and business prospects similar to Ally for a period of three months or longer. 

  

	(g)	“Confidential Information” means the terms and conditions of this Agreement and/or any information (including data developed from any such
information) in any format that meets all of the following criteria: 

  

	 	(i)	Chrysler, Ally, or their respective Representatives (each a “receiving party”) obtains the information from the other party or its
Representatives (each a disclosing “disclosing party”) before or after the execution of this Agreement; 

  

	 	(ii)	The information relates to the business or financial activities of the disclosing party or its Affiliated Entities; and 


 

	 	(iii)	The information is made available to the receiving party solely to facilitate the receiving party’s performance of this Agreement or otherwise as a result
of the commercial relationship between Chrysler and Ally, or includes information relating to customers and dealerships, pricing, methods, operations, processes, trade secrets, credit programs, financial data, business and financial relationships,
technical data, statistics, technical specifications, documentation, research, development or related information, computer systems, employees, and any results or compilations of the foregoing or is otherwise clearly and conspicuously labeled
“confidential” on its face . 

  

	    	“Confidential Information” does not include any information that: 


 

	 	•	 	 Is or becomes publicly available by any means other than a breach of this Agreement; 



  
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	 	•	 	 Was known by the receiving party before its receipt from disclosing party so long as the source of that information is not known to the receiving party
to be prohibited by contract or applicable law from disclosing that information; or 


  

	 	•	 	 Is independently developed by the receiving party without using information from the disclosing party. 



 

	(h)	“Confidential Personal Information” means all information about Consumers that are individuals, including names, addresses, telephone numbers,
account numbers and lists thereof, and demographic, financial and transaction information for, such Consumers. 

  

	(i)	“Consumer” means: 

  

	 	(i)	An individual who acquires or seeks to acquire Chrysler Products at retail primarily for personal, family, or household purposes; or 


 

	 	(ii)	A Person who acquires or seeks to acquire Chrysler Products at retail for business, commercial, or similar purposes. 


 

	(j)	“Control”, “Controlled”, and derivatives thereof, mean, as to a Person, the direct or indirect power to direct the management and
policies of that Person, whether through the ownership of voting securities, by contract, or otherwise. 

  

	(k)	“Credit Tier” means a category of credit risk determined through Ally’s proprietary risk scoring system. 


 

	(l)	“FICO Score” means the standard consumer credit scoring system commonly used in the United States. 


 

	(m)	“Governmental Authority” means any supranational, international, national, federal, state, or local court, provincial, government, department,
commission, board, bureau, agency, official or other regulatory, administrative, or governmental authority. 

  

	(n)	“Including”, “includes”, and derivatives thereof mean including or includes without limitation. 


 

	(o)	“Law” means any federal, state, local, provincial, or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree,
agency requirement, judicial, agency or administrative opinion having the force of law, license or permit of any governmental authority, or common law. 

  

	(p)	“OEM” means an original equipment manufacturer or distributor of passenger cars and light trucks, but in no event includes a Governmental
Authority. 

  

	(q)	“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association,
joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any Government Authority. 

  

	(r)	“Rate Support” means, with respect to financing incentives offered by Chrysler on retail installment sale contracts (including balloon contracts
and any other similar products) that enable Consumers to obtain rates that are below the market rates, the difference between the Support Rate and the below-market rate. 


 

	(s)	“Rate Support Subvention Program” means a Subvention Program involving Rate Support. 


 

	(t)	“Repurchase Triggering Event” means any one or more of the following: 


 

	 	(i)	Chrysler or a Chrysler Dealer terminates such Chrysler Dealer’s dealer sales and service agreement with Chrysler.  


 

	 	(ii)	Ally repossesses, or takes [***], all of a Chrysler Dealer’s assets in which Ally has a first priority perfected security interest, including all new [***].


  
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
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	 	(iii)	A Chrysler Dealer voluntarily surrenders all of its assets in which Ally has a first priority perfected security interest, including surrendering to Ally all of
its new Chrysler motor vehicle inventory financed by Ally. 

  

	(u)	“Representatives” means directors, officers, employees and representatives of a party or its Subsidiaries and each of their respective agents,
representatives, auditors, attorneys, and other professional advisors. 

  

	(v)	“Subsidiary” means, as to a Person, another Person a majority of the voting securities of which are owned by that first Person.


  

	(w)	“Subvention Program” means programs in which Chrysler offers financial subsidies, incentives, capitalized cost reductions, or special terms,
including interest free periods, in each case through a financial services company or bank conditioned upon the Consumer financing or leasing through a financial services company or bank to: 


 

	 	(i)	Chrysler Dealers (excluding any programs in which Chrysler offers payments or subsidies to Chrysler Dealers directly and are not conditioned upon financing
through a financial services company or bank). 

  

	 	(ii)	Consumers, if such programs are conditioned upon financing or leasing through a financial services company or bank. 


 

	    	“subvented”, “subvene”, and their derivatives have similar meanings. 


 

	    	“Subvention Program” does not include a program in which Chrysler offers payments or subsidies to Chrysler Dealers directly or provides cash allowances
or incentives (e.g., “cash on the hood”), in each case not through a financial services company or bank. 

  

	(x)	“Support Rate” means the interest rate Ally offers to Chrysler when Chrysler wants to sponsor special financing rates to Consumers through a Rate
Support Subvention Program. 

  

	(y)	“Unsecured Exposure” means the aggregate amount of any and all financial exposure(s) of Ally and its Subsidiaries in the aggregate to Chrysler and its
Subsidiaries in the aggregate that is not secured by a first priority perfected security interest or lien in favor of Ally (or the applicable Ally entity) against all of the assets of Chrysler, consisting of: 


 

	 	(i)	Subvention Rate Support payments not yet invoiced by Ally; 

  

	 	(ii)	Subvention Rate Support Payments invoiced by Ally, which are past due; ; 


 

	 	(iii)	Guaranty obligations of Chrysler in favor of Ally, if any; 

  

	 	(iv)	Gap insurance obligations of Chrysler, in favor of Ally, if any; and 


 

	 	(v)	Other unsecured exposures as may be agreed between the parties from time to time (e.g., lease subvention or residual support if agreed between the parties
or as determined by the U.S. Coordinating Committee from time to time). 

  

	    	“Unsecured Exposure” does not include: 

  

	 	•	 	 Chrysler’s obligations in connection with Subvention Programs, to the extent Ally has invoiced Chrysler for those amounts and they are not yet
due; 


  

	 	•	 	 Chrysler’s obligations in connection with the repurchase of Chrysler vehicles pursuant to Section 4.4 below; and



  

	 	•	 	 Chrysler’s obligations in connection with any bailment pool arrangements. 


  

  
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	    	In addition, the following terms are used as defined in the specific sections of this Agreement specified below. 


 

			
	 Term
	  	 Section

	 Ally License
	  	11.1
	 Ally Products
	  	Recitals
	 Alternative Volume
	  	3.4(a)
	 Cap
	  	9.1
	 Chrysler Dealers
	  	Recitals
	 Chrysler License
	  	11.2
	 Chrysler Marks
	  	11.2
	 Chrysler Open Account
	  	4.3(a)
	 Chrysler Products
	  	Recitals
	 Compliance Review
	  	10.1
	 Consumer Financing
	  	Recitals
	 Current Dealer
	  	5.2(a)
	 Dealer Financing
	  	Recitals
	 Dealings
	  	2.1(a)
	 Dispute
	  	15.3
	 Force Majeure Condition
	  	15.6
	 Initial Term
	  	12.1
	 Implementing Agreement
	  	2.1(e)
	 Indemnification Clause
	  	13.1(a)
	 Indemnitee
	  	13.1(a)(i)
	 Indemnitor
	  	13.1(a)(ii)
	 Insurance
	  	Recitals
	 Inventory Financing
	  	Recitals
	 Lead Member
	  	6.1(a)(iii)
	 Loans
	  	Recitals
	 Notices
	  	15.5
	 Operational Notices
	  	15.5
	 Organizational Set Up
	  	8.3
	 Remarketing
	  	Recitals
	 Repurchase Triggering Event
	  	4.4
	 Retail Contracts
	  	3.3(b)
	 Retail Financing
	  	Recitals
	 U.S. Coordinating Committee or Committee
	  	6.1

 ARTICLE
II    FRAMEWORK 
 SECTION 2.1 Contractual Framework. 

 

	(a)	This Agreement establishes the contractual framework for dealings between Chrysler and Ally in the United States, including Puerto Rico on a best efforts basis,
related to Consumer Financing, Dealer Financing, Remarketing, and Insurance (individually and collectively “Dealings”). 

  

	(b)	From time to time, at Chrysler’s option and upon reasonable advance notice to Ally, Chrysler may designate as “Chrysler Products” any motor
vehicles sold under a brand of Fiat Group Automobiles S.p.A. and distributed through Chrysler Dealers, in which case this Agreement will apply to such vehicles. 


  
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	(c)	Each party will each use commercially reasonable efforts to cause its respective Subsidiaries in the United States, Canada, Mexico, as applicable, to agree to be
bound by the terms of this Agreement to their dealings by executing one or more Opt-in Agreements in substantially the form attached to this Agreement as Exhibit A. 


 

	 	(i)	Upon execution of an Opt-in Agreement, the Subsidiary accedes to the rights, benefits and obligations of this Agreement, with those specific modifications,
exceptions or additions set forth in a particular Opt-in Letter as necessary or appropriate to reflect operating and financing conditions in the relevant local market. 


 

	 	(ii)	If a Subsidiary ceases to be a Subsidiary of a party, then the other party may terminate all rights and obligations with respect to that former Subsidiary
effective on 60 days’ prior notice. 

  

	 	(iii)	The parties may from time to time agree on the inclusion of their respective Subsidiaries in additional markets into this Agreement, the inclusion of which will
be evidenced by the execution and delivery by such Subsidiaries of additional Opt-in Agreements. 

  

	(d)	Nothing in this Agreement precludes Ally from providing or continuing to provide any financial services to OEMs other than Chrysler or dealers other than Chrysler
Dealers, or from providing or continuing to provide insurance, mortgage, banking, or other non-automotive financial services. 

  

	(e)	The specific terms and conditions related to individual Dealings in the United States that are not captured by this Agreement, or as to which the parties
mutually agree to provide for more specific terms as to a specific transaction, series of transactions, or type of transaction, will be the subject of separate agreements (each an “Implementing Agreement”), and unless Ally and
Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement controls to the extent of any direct conflict between this Agreement and any such Implementing Agreement. 


 

	(f)	Chrysler and Ally will reasonably cooperate with one another and assist the other in carrying out the other’s obligations under this Agreement and will
execute and deliver documents and instruments reasonably necessary and appropriate to do so. 

  

	(g)	The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that would accrue to Chrysler as an OEM with an exclusive
financing affiliate, while at the same time assuring that Ally receives a competitive level of return. 

  

	(h)	Ally recognizes Chrysler’s desire to grow its automotive business and will continue to support Chrysler in that effort to the extent that it is consistent
with Ally’s business interests. 

  

	(i)	Chrysler and Ally acknowledge that the arrangements giving rise to this Agreement were intended to form part of a preferred business “partnership”
arrangement, and in connection therewith, except as specifically provided in this Agreement, the parties intend to [***]. 

  

	    	The words “partnership” and “partner” used above are not intended to, and do not, create a legal partnership or other fiduciary or special
trust relationship between Ally and Chrysler, and are not intended to, and do not, make Ally and Chrysler legal partners of each other or impose any legal or other duties or obligations that partners owe, or may owe, to each other.


  
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
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 ARTICLE III    CONSUMER FINANCING 

SECTION 3.1 General Service Obligations. 
  

	(a)	In the United States, Ally will provide full and fair consideration to Applications spanning a broad spectrum of prime and nonprime Consumers received from a
Chrysler Dealer with whom Ally has a Retail Financing relationship, applying credit risk underwriting standards consistent with its general practices for Consumer Financing, and will purchase such contracts, if appropriate in Ally’s sole
discretion in accordance with its usual and customary standards for creditworthiness, subject to applicable safety and soundness standards . 

  

	(b)	Ally’s decision whether to provide Consumer Financing to any Consumer will be made in its sole and absolute discretion and pursuant to its business judgment,
without any influence by Chrysler (but this does not prohibit Chrysler from communicating with Ally about any aspect of Ally’s performance as a financial service provider under the Agreement). 


 

	(c)	Ally will provide assistance to Chrysler Dealers with whom Ally has a Retail Financing relationship to finalize Consumer contracts related to Consumer Financing,
consistent with its general practices as discussed from time to time with the U.S. Coordinating Committee. 

  

	(d)	Ally will actively work to facilitate the ease of doing business, completing transactions, and minimizing and resolving disputes with Chrysler, Chrysler Dealers,
and Consumers, in each case consistent with its general practices as discussed from time to time with the Coordinating Committee. 

  

	(e)	Ally will not take any measures that are inconsistent with market practice that reduce the likelihood that Consumers will seek to finance purchases through Ally
(e.g., through onerous application fees, etc). 

 SECTION 3.2 Subvention Programs. 

 

	(a)	Chrysler will, in its sole discretion, set all terms and conditions of all Subvention Programs, including Consumer eligibility, program dates, covered Chrysler
Products, base prices of Chrysler Products eligible for Subvention, applicable Consumer credit tiers, lending duration of offered Consumer Financing products (e.g., 36 months, 60 months, etc.), and geography, and a Subvention Program may
contain any terms and conditions (e.g., it may relate to one or more Chrysler Products, one or more Chrysler brands, and one or more Consumer credit tiers), in each case subject to Section 3.2(a)(i) and (a)(ii) below.


  

	 	(i)	Chrysler will not design a Subvention Program that contains more than one type of underlying financial product (e.g., a single Subvention Program may not
contain both lease and retail installment sale contract products), however nothing in this Agreement restricts Chrysler from operating several Subvention Programs at any particular time or offering Consumers a choice between alternative Subvention
Programs; and 

  

	 	(ii)	Chrysler will not intentionally design a Chrysler Subvention Program with the intent of excluding Ally’s participation in such Subvention Program, but
Chrysler will not be restricted from operating a Subvention Program on the basis that Ally has indicated an inability or unwillingness to participate in such a Subvention Program or, in fact, does not participate in such a Subvention Program.


  

	(b)	Chrysler will use commercially reasonable efforts to inform Ally, including by e-mail or other electronic means, of all Subvention Programs at least five
Business Days before the scheduled start date (except for routine special rate and special residual support changes, notice of which may be given one Business Day before the scheduled start date). 


  
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	 	(i)	If Chrysler does not provide Ally at least five Business Days’ notice of such a Subvention Program, Ally will nevertheless use commercially reasonable
efforts to implement that Subvention Program to the extent reasonably and practically possible under the circumstances. 

  

	 	(ii)	After receipt of notice of such a Subvention Program, Ally will notify Chrysler as promptly as practicable if Ally is unwilling or unable to implement or
participate in that Subvention Program. 

  

	 	(iii)	If Ally cannot implement a Subvention Program concept as proposed by Chrysler, then Chrysler and Ally will reasonably cooperate to find a workable solution, if
any, but: 

  

	 	(A)	Ally is not bound to participate in such Subvention Program; and 

  

	 	(B)	Chrysler is not bound to modify its proposed Subvention Program concept in order to accommodate Ally’s participation. 


 

	(c)	Chrysler will solicit input from Ally as to individual Subvention Programs and will consult in good faith with Ally as to the terms and conditions of individual
Subvention Programs to facilitate Ally’s ability to provide Retail Financing to support Chrysler’s business, but Chrysler is not bound to implement or modify the terms of any particular proposed Subvention Program in response to
Ally’s input and will remain free, subject to Chrysler’s specific obligations in this Agreement, to design and implement Subvention Programs in its discretion. 


 

	(d)	Chrysler will allow Ally to participate in any and all Subvention Programs on a side-by-side basis with any and all other financing sources.


 SECTION 3.3 Exclusivity and Related Terms for Rate Support Subvention Programs. Whenever Chrysler offers Rate
Support Subvention Programs, it will do so through Ally on a semi-exclusive basis as follows: 
  

	(a)	Before November 1, 2009, Chrysler may offer Subvention Programs through third parties, so long as it simultaneously offers Ally the opportunity to
participate in those Subvention Programs on a side-by-side basis. 

  

	(b)	From November 1, 2009 through April 30, 2010, the aggregate number of retail installment sale contracts, balloon contracts, and any other similar
products (individually and collectively, “Retail Contracts”) dated and booked during this period under Rate Support Subvention Programs that Chrysler offers through Ally exclusively must equal at least [***]% of the total number of
Retail Contracts dated and booked under all Rate Support Subvention Programs offered during that time period (i.e., Chrysler must use Ally exclusively for at least [***]% of its subvented Rate Support business and may use Ally non-exclusively for up
to [***]% of its subvented Rate Support business), subject to Section 3.4 below (“Initial Threshold”). 

  

	(c)	Starting May 1, 2010, the aggregate number of Retail Contracts booked under Rate Support Subvention Programs that Chrysler offers through Ally exclusively
must equal at least [***]% of the total number of Retail Contracts booked under all Rate Support Subvention Programs offered by Chrysler (i.e., Chrysler must use Ally exclusively for at least [***]% of its subvented Rate Support business and may use
Ally non-exclusively for [***] of its subvented Rate Support business), subject to Sections 3.4 below, measured on a quarterly basis (“[***]% Threshold” and, together with the Initial Threshold, the “Exclusivity
Thresholds”). 

  

	(d)	Chrysler’s compliance with the Exclusivity Thresholds will be reported to and assessed by the Coordinating Committee on a calendar quarterly basis, with
compliance during any calendar quarterly periods in which an Exclusivity Threshold applied in part only (i.e., the quarterly period ending December 31, 2009) or in which more than one Exclusivity Threshold applied (i.e., the
quarterly period ending June 30, 2010) being determined on the basis of a weighted average of the Retail Contracts dated and booked during the calendar quarterly periods. 


 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
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	(e)	Chrysler will provide to the Coordinating Committee information reasonably sufficient to determine Chrysler’s compliance with Sections 3.3(b) and
(c) above within the following timeframes: 

  

	 	(i)	For the Initial Threshold: by the first Coordinating Committee meeting in August, 2010. 


 

	 	(ii)	For the [***]% Threshold: at the first meeting of the Coordinating Committee occurring after the end of each calendar quarter for Retail Contracts dated within,
and booked to, the quarter that just ended. 

  

	(f)	The Coordinating Committee for each individual market (US, Canada, and Mexico) will use commercially reasonable efforts to develop and to implement a business
plan to achieve the [***]% Threshold for each individual market (United States, Canada, and Mexico). 

  

	 	(i)	The business plan will include guidelines for the parties’ operational implementation and timelines for achieving the Exclusivity Threshold by individual
market (United States, Canada, and Mexico). 

  

	 	(ii)	Any failure to develop and implement the plan does not relieve Chrysler of its obligations under this Section 3.3. 


SECTION 3.4 Capital Markets Disruption. Ally and Chrysler will reasonably and mutually determine whether a Capital Markets Disruption has
occurred, and if so, when it ends. 
  

	(a)	If Ally and Chrysler have agreed that Capital Markets Disruption has occurred, and [***], in whole or in part, after the parties have attempted to [***], then:


  

	 	(i)	Chrysler’s obligations under Section 3.3(b) or 3.3(c) above, as applicable, are suspended, and Chrysler may offer that Rate Support Subvention
Program(s) on terms consistent with those offered to Ally through one or more third parties on a temporary basis, so long as the terms and conditions are consistent with those offered to Ally, (“Alternative Volume”) until Ally has
notified Chrysler that the Capital Markets Disruption has ended. 

  

	 	(ii)	Upon 30 days’ notice to Chrysler that it is able or willing to do so, Ally may participate in such Rate Support Subvention Program on a side-by-side basis
with any other financial services provider that has previously agreed to participate in such Rate Support Subvention Program, but any Alternate Volume will not be counted against the applicable Exclusivity Threshold(s). 


 

	(b)	Upon Ally’s notice that the Capital Markets Disruption has ended, Chrysler’s exclusivity obligations under Section 3.3(b) or 3.3(c) above, as
applicable, are automatically and immediately reinstated six months from the date of Ally’s notice that the Capital Markets Disruption has ended, and from that time any and all Alternative Volume will be counted against the applicable
Exclusivity Threshold(s). 

  

	(c)	If Ally and Chrysler have not agreed that a Capital Markets Disruption has occurred (i.e., Ally and Chrysler believe that no Capital Markets Disruption has
occurred or only one believes it has occurred), and [***], then: 

  

	 	(i)	Chrysler may [***]; 

  

	 	(ii)	Contracts [***] will not [***]. 

  

	 	(iii)	Ally may, upon at least 30 days’ prior notice to Chrysler, participate in such [***] that has previously agreed to [***]; 


 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
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	 	(iv)	Upon the expiration of the 30-day notice period, contracts booked by third parties under such [***] will count against any applicable [***].


 SECTION 3.5 Rate Support. For Rate Support Subvention Programs: 

 

	(a)	Rate support pricing is based on a [***] methodology, [***]. 

  

	 	(i)	Ally represents to Chrysler that: 

  

	 	(A)	Ally will determine rate support pricing using a base rate calculated consistent with certain of its pre-existing relationships with other OEMs.


  

	 	(B)	The Support Rate will not exceed in any case [***]. 

  

	 	(ii)	Ally will adjust the formula for the calculation of [***]. 

  

	 	(iii)	Ally will be transparent in pricing methodology to Chrysler (including formula and parameters), but Ally has no obligation to reveal information specific to any
other OEMs with which Ally does business. 

  

	 	(A)	On an annual basis, Ally will review its rate support pricing methodology with Chrysler, subject to the terms of this Agreement. 


 

	 	(B)	On a quarterly basis, Ally will advise the Coordinating Committee of any changes in rate support pricing methodology, subject to the terms of this Agreement.


  

	(b)	Ally will establish the Support Rates. 

  

	 	(i)	Ally may vary the applicable Support Rate by factors that [***], in each case consistent with its obligations under Section 3.5(a)(i)(B), (ii), and (iii).


  

	 	(ii)	The parties expect that Support Rates will be in effect for a month at a time, however, Ally may change the Support Rate during a calendar month upon at least
fourteen calendar days’ notice to Chrysler before the effective date of the change. 

  

	(c)	Chrysler will pay to Ally the amount of any Rate Support: 

  

	 	(i)	Discounted to present value at the applicable Support Rate; and 

  

	 	(ii)	Further discounted for expected pre-payments. 

  

	(d)	For each month that a Rate Support payment is due to Ally: 

  

	 	(i)	Ally will send Chrysler an invoice by the fifth business day of the following month indicating the amount of Rate Support payment for the immediately preceding
month (e.g., Ally will send Chrysler an invoice by December 7, 2009 for a Rate Support payment owed for contracts booked in November 2009). 

  

	 	(ii)	 Chrysler will pay Ally the full invoice amount, without setoff, recoupment, or any other deduction (regardless of whether Chrysler disagrees
with the invoice amount), by the 18th calendar day of the
month, or if the 18th calendar day is not also a Business
Day, then by the Business Day that next follows the 18th
calendar day. 


  
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 10 










	 	(iii)	If Chrysler disagrees with the invoice amount, then subject to Section 3.5(d)(ii) above, it may invoke the Dispute resolution process under
Section 15.3 of this Agreement for any disputed portion of the invoiced amount. 

 SECTION 3.6 Leases.

  

	(a)	Ally has no obligation to offer incentivized or standard leases for Chrysler Products. 


 

	(b)	Ally has no exclusivity rights as to Chrysler lease programs, unless Chrysler and Ally agree otherwise [***]. 


 

	(c)	Nothing in this Agreement restricts Chrysler’s right to enter into an exclusive arrangement for a lease Subvention Program with a third party [***].


  

	(d)	Ally may offer incentivized leases in the future, subject to market conditions and its risk management policies. 


 

	(e)	If Ally offers incentivized leases in the future, then they will be available for Chrysler Products on a non-discriminatory basis, taking into account that OEMs offer
different products and programs and that those products may have different residual values or customer fees. 


ARTICLE IV    DEALER FINANCING 
 SECTION 4.1 General Service Obligations. 
  

	(a)	In the United States (including Puerto Rico on a best efforts basis), Ally will provide full and fair consideration of any application for Dealer Financing
received from a Chrysler Dealer, applying commercial lending credit risk underwriting standards consistent with Ally’s general practices for Dealer Financing and will provide Dealer Financing to the Chrysler Dealer, if appropriate in
Ally’s sole discretion in accordance with its usual and customary commercial lending standards, subject to safety and soundness requirements and, absent a default by the dealer, the minimum guidelines described in Exhibit B of this
Agreement, at the rate of return that Ally considers to be appropriate under the circumstances. 

  

	(b)	Ally’s decision whether to provide Dealer Financing to any Chrysler Dealer will be made in Ally’s sole and absolute discretion and pursuant to its
business judgment, without influence by Chrysler (but this does not prohibit Chrysler from communicating with Ally about Ally’s performance under this Agreement or any other matter). 


 

	(c)	Nothing in this Agreement requires either Chrysler or Ally in its respective good faith business judgment to support the other party or any Ally-Financed Dealer in
resolving any disputes or claims, but rather each party is permitted to support the other if, and to the extent, it wants to do so. 

  

	(d)	Chrysler will use reasonable efforts to facilitate a positive relationship between Ally and Chrysler Dealers and in particular, to promote its association with
Ally to Chrysler Dealers and seek to create an awareness among Chrysler Dealers of benefits available to them by dealing with Ally. 

  

	(e)	Nothing in this Agreement affects Chrysler’s rights or obligations as to any Chrysler Dealer, or Ally’s rights or obligations as to any Ally-Financed
Dealer. 

  
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 11 










	(f)	Nothing in this Agreement is intended to permit Ally, or to create a right in Ally, to influence any act or omission by Chrysler as manufacturer, seller, and
distributor of Chrysler Products to Chrysler Dealers, or to permit Chrysler, or create a right in Chrysler, to influence any act or omission by Ally as a provider of Dealer Financing to Chrysler Dealers. 


SECTION 4.2 Chrysler Dealer Information. 
  

	(a)	Chrysler will provide to Ally direct access to Chrysler’s information technology systems to facilitate direct billing of new vehicle inventory and to assist
Ally in monitoring accounts and dealer inventories, including, without limitation, dealer sales data, dealer financial data, vehicle price information, and sales and production forecasts, subject in each case to the availability of such data on
Chrysler’s information technology systems and to any requirements of applicable Law. 

  

	(b)	Subject to requirements of applicable Law, Chrysler and Ally will: 

  


	 	(i)	Cooperate in promptly providing information to, and consulting with, each other in good faith with regard to the operating and financial condition of
Ally-Financed Dealers identified by Chrysler or Ally as “troubled dealers”, for the purpose of identifying potential problems, promoting solutions, and minimizing risks to Chrysler and Ally. 


 

	 	(ii)	Use commercially reasonable efforts to notify the other party before implementing any decision terminate its relationship with an Ally-Financed Dealer.


  

	 	(iii)	Upon request from the other party, use commercially reasonable efforts to provide reasonable assistance in resolving issues with Ally-Financed Dealers, including
default and litigation situations, inventory restrictions, suspensions or terminations, requests to divert inventory to other Chrysler Dealers to the extent possible or practicable, options to repurchase new vehicle inventory, and assignment of
funds due from Chrysler, subject to the provisions of this Agreement. 

 SECTION 4.3 Security Enhancements. Chrysler
will not prohibit Chrysler Dealers from providing guaranties and/or additional security or credit enhancements to Ally, including granting a security interest in accounts payable owed by Chrysler to Chrysler Dealers. 

SECTION 4.4 Vehicle Repurchase. Upon a Repurchase Triggering Event as to a Chrysler Dealer, Chrysler will repurchase all new Chrysler
vehicles (including “Chrysler”, “Dodge” “RAM” and “Jeep” branded vehicles) in that Chrysler Dealer’s inventory that were invoiced by Chrysler and financed by Ally after May 1,
2009 (regardless of whether another lender was the original or a subsequent finance source, e.g., dealer trades, re-allocations of inventory by Chrysler, etc.), subject to the following terms and conditions: 

 

	(a)	Chrysler’s obligation to repurchase inventory from a Chrysler Dealer under this Agreement does not apply to any vehicles meeting the following conditions,
unless otherwise required under applicable state franchise law: 

  

	 	(i)	Any vehicle with mileage above [***] miles. 

  

	 	(ii)	Any vehicle with material damage or missing equipment that either: 

  

	 	A.	May affect [***]; or 

  

	 	B.	Has an [***]. 

  

	 	(iii)	Upfit or Chrysler Dealer altered or modified units, except any upfit units re-allocated by Chrysler from one Chrysler Dealer to another (through dealer trades or
otherwise). 

  

	(b)	The periods for Chrysler’s repurchase obligation under this Agreement are as follows: 


 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 12 










			
	 	 
	 New vehicles
financed by Ally from and after May 1, 2009:
  
	  	One year from original invoice date.
	 	 
	 Dealer trade
vehicles from and after May 1, 2009:
  
	  	One year from original invoice date.
	 	 
	 Inventory
existing before May 1, 2009 and re-allocated by Chrysler as contemplated by the MAFA Term Sheet, dated April 30, 2009 (through dealer trades or otherwise):

 
	  	One year from re-allocation date.
	 	 
	 Inventory
existing before May 1, 2009 and re-financed by Ally in a “take-out” of the Chrysler Dealer’s lender:
  
	  	Six months from “take-out” date.

  

	(c)	The repurchase price for each repurchased vehicle is the full amount for which Chrysler drafted on Ally, or the amount advanced by Ally, in each case without
deduction for dealer holdback, advertising, transportation, etc. but less any principal reductions already paid to Ally before the repurchase. 

  

	(d)	Chrysler will pay Ally the repurchase price within [***] calendar days of the Repurchase Triggering Event. 


 

	(e)	If Chrysler fails to pay Ally the repurchase price when due, then Chrysler will pay interest on the amount due from the due date until the date of payment at the
then-current interest rate that Ally charges the relevant Chrysler Dealer for Inventory Financing. 

  

	(f)	Any vehicle repurchase will occur at the relevant Chrysler Dealer’s location, or at another location reasonably agreed between the parties that is within
100 miles of such Chrysler Dealer’s location. 

  

	(g)	Upon Ally’s receipt of the Repurchase Price for a vehicle, Ally will send Chrysler any related document of title, title, and/or certificate of origin that is in
Ally’s actual, physical possession, and in the event the applicable Repurchase Triggering Event is a repossession or voluntary surrender, Ally will use commercially reasonable efforts to obtain such document or certificate.


  

	(h)	Chrysler’s vehicle repurchase obligations under this Agreement are in addition to any applicable state franchise law or other legal requirements related to new
vehicle repurchase (e.g., dealer sales and service agreement). 

  

	(i)	Ally’s security interest in any repurchased vehicle remains fully intact until Ally is paid the repurchase price for the repurchased vehicle.


  

	(j)	Notwithstanding Section 12.1, Chrysler and Ally may terminate the foregoing provisions on vehicle repurchase upon their mutual agreement at any time on a prospective
basis, but vehicles invoiced by Chrysler and/or financed by Ally before the termination effective date remain subject to the foregoing provisions on vehicle repurchase. 


ARTICLE V    OTHER SERVICES 
 SECTION 5.1 Remarketing. Ally will make Remarketing services available to Chrysler Dealers, subject to and in accordance with Ally’s eligibility criteria and other applicable policies.

 SECTION 5.2 Insurance. Ally will [***]: 

 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 13 










	(a)	[***]. 

  

	(b)	[***]. 

  

	(c)	[***]. 

 SECTION 5.3 Marketing,
Promotion, and Advertising. Chrysler and Ally will offer each other the following marketing, promotional, and advertising services, subject to mutually agreeable terms and conditions, including costs, outlined in Implementing Agreements.

  

	(a)	As to Consumer Financing: 

  

	 	(i)	Chrysler will include references to “Ally”, and/or “Ally Bank” (as determined by Ally) where appropriate in Chrysler’s advertising and
marketing materials for Subvention Programs in which Ally participates. 

  

	 	(ii)	Chrysler will give good faith consideration to Ally for future affinity-related financial services opportunities (e.g., credit card programs).


  

	 	(iii)	Chrysler will offer Ally opportunities to include messages about Ally products and programs in Chrysler mailings to customers. 


 

	 	(iv)	Ally will offer Chrysler opportunities to include messages about Chrysler Products and programs on billing statements sent to Ally’s Chrysler customers.


  

	 	(v)	Chrysler will offer Ally opportunities to participate in appropriate international, national, regional, and local promotional events sponsored by Chrysler or
with which Chrysler is affiliated. 

  

	 	(vi)	Chrysler and Ally may each offer the other’s employees opportunities to participate in certain marketing programs directed at their own employees.


  

	 	(vii)	Ally and Chrysler will offer each other opportunities to place on their respective websites weblinks to the other’s public websites, so long as the linked
websites are appropriately branded, and the landing page of the Ally linked website does not include links to a website of any other OEM. 

  

	 	(viii)	Ally and Chrysler will handle customer inquiries and complaints about Subvention Programs in which Ally participates, and/or about Chrysler Products that are
properly addressed by the other party by forwarding them in a timely and professional manner to the relevant department of the other party for resolution. 


 

	(b)	As to Dealer Financing Chrysler will: 

  

	 	(i)	Provide Ally reasonable access to Chrysler Dealers to enable Ally to train Chrysler Dealers about Ally products at Ally’s sole cost.


  

	 	(ii)	Allow Ally to participate reasonably in Chrysler-produced or Chrysler-sponsored publications for employee or external audiences. 


 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 14 










	 	(iii)	Allow Ally to provide to Chrysler Dealers information about Ally Products and provide Ally reasonable access to Chrysler Dealers through Chrysler websites and
other appropriate Chrysler systems for Chrysler Dealers. 

  

	 	(iv)	Assist Ally in administering and promoting of programs to provide incentives to Chrysler Dealers to use and promote Ally Products. 


 

	 	(v)	Allow Ally to participate reasonably in planning and communicating programs pertaining to Chrysler Dealers. 


 

	(c)	Ally and Chrysler will make joint sales contacts with Chrysler Dealers, customers, and potential customers for fleet and small business sales, as appropriate
with a view to expanding fleet and small business sales profitably. 

  

	(d)	Chrysler will notify Ally about, and will offer Ally reasonable opportunity to participate in, and receive any written materials provided at, scheduled local,
regional, and/or national meetings of Chrysler Dealers, subject to the following: 

  

	 	(i)	Chrysler may in its good faith business judgment determine that: 

  

	 	(A)	Ally’s attendance is not appropriate for a specific portion of any meeting or specific agenda item(s) in a meeting. 


 

	 	(B)	Ally’s receipt of certain written materials is not appropriate, in which case Ally will not attend such portions of the meeting or receive such materials.


  

	 	(ii)	In its discretion, Chrysler may provide Ally with notice of, and an opportunity to attend other meetings pertaining to, marketing plans, incentive strategies, or
tactics. 

 ARTICLE VI    COORDINATING COMMITTEE 

SECTION 6.1 Coordinating Committee. Chrysler and Ally hereby create a committee to be responsible for considerations around joint policies
and programs and coordination of joint activities between them and to serve as the initial arbiter of disputes that cannot be resolved between the parties at the operating level (“Coordinating Committee” or
“Committee”). 
  

	(a)	The total membership of the Coordinating Committee will be between six and ten, as agreed from time to time by the Committee. 


 

	 	(i)	Each of Chrysler and Ally will designate an equal number of Committee members, and each may designate up to five ad hoc members. 


 

	 	(ii)	Members and ad hoc members will be employees of Chrysler (or an affiliate of Chrysler) and Ally, respectively, with a reasonable degree of decision-making
authority in order to facilitate prompt and efficient resolution of matters before the Committee, unless the Committee agrees otherwise. 

  

	 	(iii)	Each of Chrysler and Ally will designate one of their Committee members to be the lead member, who will be the principal point of contact and coordination
outside of formal Committee meetings (“Lead Member”). 

  

	 	(iv)	Additional guests with applicable expertise may attend meetings by invitation of the Committee. 


 

	 	(v)	Schedule I lists the initial members, initial Lead Members, and other initial member designations by Chrysler and Ally to the Committee.



  
 15 










	(b)	The Committee will appoint one of its members as the Committee Chair for purposes of coordinating meeting discussions, and the position of Chair will rotate
between members designated by Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. 

  

	(c)	The Committee will appoint one of its members as Secretary of the Coordinating Committee and the position of Chair will rotate between members designated by
Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. 

  

	 	(i)	If a Chrysler member is the Committee Chair, then the Secretary will be an Ally member, and if an Ally member is the Committee Chair, then the Secretary will be
a Chrysler member. 

  

	 	(ii)	The Secretary will, among other things: 

  

	 	(A)	Work with the Lead Members to prepare an agenda for each meeting; 

  

	 	(B)	Prepare minutes of meetings, which will be circulated to the Lead Members for approval in advance of being finalized and distributed to the Committee and ad hoc
members; and 

  

	 	(C)	Establish an annual calendar of regular meetings. 

  

	(d)	The Committee will hold regular meetings on a monthly basis. 

  

	 	(i)	Each Lead Member may call a special meeting of the Committee, as deemed appropriate. 


 

	 	(ii)	Attendance at any meeting may be by telephone. 

  

	 	(iii)	At least two members from each of Chrysler and Ally are necessary for a quorum at any regular or special Committee meeting. 


 

	 	(iv)	If the person then designated as Chair or Secretary is not present at any meeting, replacement(s) may be established for purposes of that meeting.


  

	(e)	Committee decisions will be by consensus; i.e., Chrysler members collectively have one “vote” and Ally members collectively have one “vote”,
with consensus required for action to be taken. 

  

	(f)	The Committee will conduct an ongoing review of the parties’ joint and independent efforts under this Agreement. 


ARTICLE VII    INFORMATION REPORTS 
 SECTION 7.1 Information, Reports, and Service Level Metrics. Chrysler and Ally will prepare and deliver to each other on a regular, timely basis, such information and reports
as the other reasonably requests or requires from time to time regarding any and all aspects of the Dealings under this Agreement, to the extent that such information or reports are not privileged; subject to contractual or other use and/or
disclosure restrictions; or are reasonably determined to be either too sensitive for disclosure or too burdensome to produce by the disclosing party, in all cases as determined by the disclosing party in its good faith business or legal judgment,
including that: 
  

	(a)	Ally will meet with Chrysler periodically via the Coordinating Committee, as well as upon reasonable request, to discuss current and projected financing needs
for Chrysler Dealers and Consumers, and Ally will periodically provide to Chrysler a funding plan designed to meet these financing needs. 

  

	(b)	Ally will provide to Chrysler through the monthly Coordinating Committee meetings benchmark pricing and standard rates of other automotive retail lenders (on an
anonymized basis, if Ally so chooses). 

  

	(c)	Chrysler will, to the extent authorized to do so (under, for example, dealer sales and service agreements with Chrysler or dealer finance agreements with Ally), provide
to Ally customary information concerning the Ally-financed Chrysler Dealer network, including, monthly dealer financial statements, and daily retail sale reporting. 

  

  
 16 










	(d)	Upon Chrysler’s request, and subject to Section 7.1(g) below, Ally will provide to Chrysler information and regular reports to facilitate Chrysler’s
understanding of wholesale and retail financing dynamics and Ally’s volume, breadth, and depth of credit buying, including the following: 

  

	 	(i)	Daily Application volume and Approvals by FICO Scores (broken down by Prime, Near-Prime and Subprime) and by Credit Tier by business center; 


 

	 	(ii)	Daily cashing volume and rates by Credit Tier and by FICO Scores (broken down by Prime, Near-Prime and Subprime) by business center; and 


 

	 	(iii)	Monthly penetration reports by subvented and standard rates (e.g., book-to-Approval) by vehicle line. 


 

	(e)	The breakdown of FICO Scores by Prime, Near-Prime and Subprime will be determined from time to time by the Coordinating Committee.


  

	(f)	Ally will provide to Chrysler current service level metrics that Ally monitors in the ordinary course of business. 


 

	 	(i)	Ally and Chrysler will mutually agree which of these metrics will be used by the Coordinating Committee to measure Ally’s performance under this Agreement.


  

	 	(ii)	The Coordinating Committee will review the agreed-upon metrics, along with the bi-annual National Auto Dealers Association survey (survey applies only for the United
States), and determine scorecards to apply against these metrics and options to remedy any shortfall in performance as measured against these scorecards from time to time. 


 

	(g)	Ally will provide Chrysler package of OEM reports related to Consumer Financing, which will include information and statistics on Applications (including
Approvals, rejections, and qualifications), contracts booked, terminated contracts, termination schedules, rate and residual support, and other information for the month and for the calendar year-to-date, with most of it available by brand, model,
and/or region. 

  

	(h)	The reports contemplated by this Section 7.1 will be provided in the forms approved by the Coordinating Committee (with any changes subject to approval of the
Coordinating Committee). 

 ARTICLE VIII    OPERATING PRINCIPLES 

SECTION 8.1 Credit Policies. Ally will provide Consumer Financing and Dealer Financing services contemplated by this Agreement under its
credit policies. 
  

	(a)	Ally’s credit policies are the sole responsibility, and under the sole control, of Ally. 


 

	(b)	Upon Chrysler’s reasonable request, Ally will provide to Chrysler copies of Ally’s credit policies currently in effect at the time of the request.


 SECTION 8.2 Risks. 
  

	(a)	Subject to Ally’s credit policies and the terms below, Ally (as opposed to Chrysler) will provide any financing and funding for the Consumer Financing and
Dealer Financing services contemplated by this Agreement and will bear all risks in connection with these services, including credit risk and residual value risk, unless Ally and Chrysler expressly agree otherwise. 


 

	(b)	Any financing and funding by Ally for the Consumer Financing and Dealer Financing services contemplated by this Agreement will be on a non-recourse basis as to
Chrysler, excluding Chrysler’s vehicle repurchase obligations under this Agreement and/or applicable Law, and Chrysler will not bear the credit risk for the financing and funding, in each case unless otherwise mutually agreed
(e.g., in connection with a specific Subvention Program). 


  
 17 









 SECTION 8.3 Organizational Set-up. In recognition of the fact that a long-term major customer
of Ally is a principal competitor of Chrysler, Ally will work with Chrysler in good faith to develop mutually agreeable customized service arrangements (collectively “Organizational Set-up”). 

 

	(a)	Ally and Chrysler will work in good faith to agree on a plan for implementing the Organizational Set-up, including milestones and “deliverables”, and
any cost-sharing. 

  

	(b)	As part of the Organizational Set-up efforts, Ally will transition to a dedicated Chrysler sales force in Ally’s metro markets and other regions, as agreed
by Ally and Chrysler, including any exceptions (e.g., multi-franchise operators). 

  

	(c)	As part of the Organizational Set Up Efforts, if Ally maintains a company car fleet for its employees, then Ally will use commercially reasonable efforts to
incorporate Chrysler motor vehicles into such fleet, and as to any such company car fleet. 

  

	 	(i)	Ally will use commercially reasonable efforts to have the proportion of Chrysler vehicles in any such fleet be at least proportional to the outstandings of
Ally’s Chrysler Retail Financing portfolio as compared with the Retail Financing portfolios of other OEMs, so long as Chrysler provides pricing discounts that are substantially similar to, or better than, its volume-incentive program in effect
as of June 30, 2010. 

  

	 	(ii)	Notwithstanding any contrary provision in this Agreement, Ally is not obligated to maintain a company car fleet for its employees. 


 

	(d)	Ally will use commercially reasonable efforts to provide the Consumer Financing, Dealer Financing, Remarketing, and Insurance services contemplated by this
Agreement using a name other than “GMAC”, in each case as soon as reasonably practical. 

 SECTION 8.4
Cross-selling. Chrysler and Ally intend to develop a relationship in which Ally will become Chrysler’s preferred financial services provider, and in this regard Chrysler and Ally will explore in good faith opportunities
cross-selling across their respective customer bases and for revenue sharing, in each case with respect to financial and other services not explicitly described in this Agreement. 
 SECTION 8.5 Form of Customer Agreements. The form and content of all Dealer Financing, Consumer Financing, Remarketing, Insurance and other agreements and documents with Chrysler Dealers and
Chrysler Consumers are in Ally’s sole discretion and responsibility. 
 SECTION 8.6 Non-discrimination. Except as otherwise
provided in this Agreement, Ally will use commercially reasonable efforts to [***], and to use [***], in each case: 
  

	(a)	That are [***] than the financing services [***], including as to [***]. 


 

	(b)	Taking into account that other OEMs offer different products and programs and their dealers and customers may have different performance and experience; that
Ally [***]. 

 ARTICLE IX    UNSECURED EXPOSURE CAP 

SECTION 9.1 Unsecured Exposure Cap. On any day that this Agreement is in effect, the [***], taken together, on one hand to [***],
taken together, on the other hand [***]. 
  
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 18 










	(a)	Ally will use commercially reasonable efforts to provide Chrysler with advance notice that [***], but any delay or failure to provide such notice [***].


  

	(b)	If the [***] on any day that this Agreement is in effect, Ally may [***], however, Ally will provide Chrysler with not less than 15 calendar days advance notice
before any such [***]. 

  

	(c)	Ally and Chrysler will negotiate in good faith from time to time (and at least on an annual basis) to [***], including the addition or deletion of categories
[***]. 

  

	(d)	To the extent not publicly available: 

  

	 	(i)	On a quarterly basis, Chrysler will provide Ally with its true, accurate, and complete [***]. 


 

	 	(ii)	On an annual basis Chrysler will provide Ally with its true, accurate, and complete [***]. 


ARTICLE X    AUDITS BY THE PARTIES 
 SECTION 10.1 Review Rights. Upon at least three Business Days’ prior notice from one party, the other party will provide reasonable access, during regular business hours, to its files,
books, and records pertaining to the services contemplated by this Agreement for the purpose of confirming the other’s compliance with this Agreement (“Compliance Review”). 

 

	(a)	Neither Ally nor Chrysler is entitled to perform a Compliance Review more than once in any six month period, except that if Chrysler breaches Section 3.3(b)
or 3.3(c), or if Ally breaches Section 3.5(a) or Section 8.6, then in each case the non-breaching party may perform a Compliance Review once every 30 days to audit compliance with those provisions but only until such time as a Compliance
Review demonstrates to the non-breaching party’s reasonable satisfaction that such breach has been cured. 

  

	(b)	Each Compliance Review will be limited in duration, manner, and scope reasonably necessary and appropriate to confirm compliance with this Agreement.


  

	(c)	Neither Ally nor Chrysler is obligated to provide any access or information, if it would violate any obligation of confidentiality or applicable Law or other
legal restriction, but in such cases the parties will reasonably cooperate to facilitate independent third party expert review, to the extent reasonably and legally possible, of any information relevant to any provisions of this Agreement that may
otherwise be subject to any such Law or other legal restriction. 

  

	(d)	Compliance Audits by either party must be conducted by individuals who have sufficient knowledge and expertise regarding the matters being audited.


  

	(e)	Neither Chrysler nor Ally is required to “train” the other’s auditors regarding the matters being audited. 


 
  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 19 









 ARTICLE XI    INTELLECTUAL PROPERTY LICENSES 

SECTION 11.1 License of Ally Name, Logo, Trademark. Effective upon Ally’s notice to Chrysler, Ally hereby grants to Chrysler a
royalty-free, non-exclusive, non-transferable sublicense to use and display the “Ally” name, logo, and trademark, (individually and collectively “Ally Marks”) in performing the services contemplated by this Agreement and
otherwise in connection with Chrysler’s business related to Ally and/or Ally Bank (“Ally License”). 
  

	(a)	Chrysler will not, during the term of this Agreement or thereafter: 


 

	 	(i)	Attack the validity of the Ally Marks. 

  

	 	(ii)	Do or permit to be done any act or thing that will in any way impair the rights of Ally as to the Ally Marks. 


 

	 	(iii)	Attempt to register the Ally Marks alone or as part of its own trademarks. 


 

	 	(iv)	Use or attempt to register any marks confusingly similar to the Ally Marks. 


 

	(b)	Chrysler may sublicense its rights under this Agreement to use any of the Ally Marks for purposes related to the performance of its obligations under this
Agreement, but any such sublicense terminates upon the termination of this Agreement, except to the extent necessary to comply with Section 12.1(c) below. 


 

	(c)	Chrysler will use and display the Ally Marks only in the form, color, dimension, and manner approved by Ally. 


 

	(d)	The Ally License terminates when this Agreement expires or terminates, except to the extent necessary to comply with Section 12.1(c) below.


 SECTION 11.2 License of Chrysler Names, Logos, Trademarks. Chrysler hereby grants to Ally a royalty-free,
non-exclusive, non-transferable sublicense to use and display the “Chrysler”, “Dodge”, “Jeep”, “Mopar”, and “RAM” names, logos, and trademarks, and the Pentastar
logo and trademark, (individually and collectively “Chrysler Marks”) in performing its obligations under this Agreement and otherwise in connection with Ally’s business related to Chrysler (“Chrysler License”).

  

	(a)	Ally will not, during the term of this Agreement or thereafter: 

  

	 	(i)	Attack the validity of the “Chrysler” trademark. 

  

	 	(ii)	Do or permit to be done any act or thing which will in any way impair the rights of Chrysler as to any “Chrysler” trademark. 


 

	 	(iii)	Attempt to register “Chrysler” trademarks alone or as part of its own trademarks. 


 

	 	(iv)	Use or attempt to register any marks confusingly similar to any “Chrysler” trademark. 


 

	(b)	Ally will use and display the Chrysler Marks only in the form, color, dimension, and manner approved by Chrysler. 


 

	(c)	Ally may sublicense its rights under this Agreement to use any of the Chrysler Marks for purposes related to the performance of its obligations under this
Agreement, but any such sublicense terminates upon the termination of this Agreement, except to the extent necessary to comply with Section 12.1(c) below. 


 

	(d)	The Chrysler License terminates when this Agreement expires or terminates, except to the extent necessary to comply with Section 12.1(c) below.



  
 20 









 ARTICLE XII    TERM AND TERMINATION 

SECTION 12.1 Term and Termination. The initial term of this Agreement is four years starting April 30, 2009 and expiring
April 30, 2013, and the term renews automatically for successive one year terms, unless either Chrysler or Ally notifies the other in writing at least twelve months before the end of the Initial Term or any renewal term that it does not want to
renew the Agreement. 
  

	(a)	Notwithstanding the foregoing, the duration of Implementing Agreements will be governed by provisions concerning term and termination contained in such
Implementing Agreements. 

  

	(b)	This Agreement may be terminated as follows: 

  

	 	(i)	The non-breaching party may terminate this Agreement upon a breach by the other party that materially affects the non-breaching party reasonably anticipated
benefits under this Agreement, and such breach, if curable, is not cured within 30 days of receipt of written notice from the non-breaching party; 

  

	 	(ii)	Chrysler may terminate this Agreement at any time upon written notice to Ally, if Ally becomes, or if Ally Controls, is Controlled by, or is under common Control with,
an OEM that competes with Chrysler. This termination right will not be triggered solely by common Control attributable to Ally and such OEM currently, or during the term of this Agreement, being under the common Control of the United States
government or any part of the United States government (for example, if Ford Motor Company comes under United States government Control, that fact alone would not trigger Chrysler’s right to terminate this Agreement, but, for example, if
General Motors LLC were to acquire Control of Ally, that fact would trigger such right.) 

  

	 	(iii)	The parties may mutually agree to terminate this Agreement. 

  

	(c)	Upon the expiration or termination of this Agreement for any reason, Chrysler and Ally will: 


 

	 	(i)	To the extent reasonably requested by the other, fully cooperate in any transfer of any servicing functions contemplated by this Agreement to a third party; and


  

	 	(ii)	Complete performance of any pending, “in-progress” obligations according to such standards, including confidentiality, security and accuracy, as were
in effect under this Agreement prior to its termination and compensate each other for such services to the same extent as if such services had been performed during the Term of this Agreement. 


 

	(d)	The provisions of Article XIII and Article XIV survive the expiration or termination of this Agreement and remain in force and effect for three years following
such termination or expiration, and Section 4.4 survives the expiration or termination of this Agreement in accordance with Section 4.4(j). 

 ARTICLE XIII    INDEMNIFICATION, LIABILITIES, AND REMEDIES 
 SECTION
13.1 Indemnification. Recognizing that if Chrysler or Ally is the subject of a third party legal or enforcement action (regarding, for example in the case of Ally, credit decisions, credit documentation, and financing activities within
Ally’s responsibilities, and for example in the case of Chrysler, product warranty, product liability, and manufacturing and distribution activities within Chrysler’s responsibilities), the other may be named in the action also because of
the parties’ relationship under this Agreement: 
  

	(a)	 Chrysler and Ally, respectively, will indemnify the other party’s and the other party’s Subsidiaries; directors; officers; employees;
and representatives, in each case, in their capacities as such, against any and all damages, claims, causes of action, losses, and/or other liabilities incurred and arising from such party’s business or operations (i.e., in the case of
Ally where the liabilities are primarily and 



  
 21 










	 	 
traditionally are Ally’s as a financial services provider and in the case of Chrysler, where the liabilities are primarily and traditionally are Chrysler’s as a manufacturer), in each
case to the extent related to a third party legal or enforcement action (“Indemnifiable Claim”). 


  

	 	(i)	The party seeking indemnification (“Indemnitee”) must notify the other party of any third party action that may be an Indemnifiable Claim
brought against the Indemnitee as promptly as reasonably practical; however, any failure to provide such notice does not relieve the indemnifying party from its indemnity obligations under this Agreement. 


 

	 	(ii)	The party from whom indemnification is sought (“Indemnitor”) may assume full control of the defense of the Indemnifiable Claim.


  

	 	(iii)	If the Indemnitor does not assume control of the defense of the Indemnifiable Claim within a reasonable time of receiving notice of it from the Indemnitee and
Indemnitee is prejudiced by such delay, then the Indemnitee may assume control of the defense of it, with full recourse against the Indemnitor for all costs and expenses incurred in connection with the defense and/or settlement of the Indemnifiable
Claim. 

  

	 	(iv)	The Indemnitee and Indemnitor will reasonably cooperate with each other in defense of the Indemnifiable Claim, regardless of which party has assumed control of
the defense of it. 

  

	 	(v)	Neither the Indemnitee nor the Indemnitor may settle any third party claim related to the services provided under this Agreement without the prior written
consent of the other party, which will not be unreasonably withheld, and without obtaining the unconditional release of the other party from all liability to the third claimant(s). 


 

	(b)	If the indemnifiable damages, claims, causes of action, losses, and/or other liabilities arise out of the parties’ joint activities, then the parties will
apportion the damages, claims, causes of action, losses, and/or other liabilities in good faith and in a fair manner under the circumstances. 

 SECTION 13.2 Limitation on Liability. Neither party will be liable to the other party: 
  

	(a)	In tort, except for gross negligence or willful misconduct. 

  

	(b)	For equitable claims (but not including equitable remedies). 

  

	(c)	For claims arising out of any contract with any customer, dealer, or other third party or otherwise in connection with their relationship with such Persons.


 SECTION 13.3 Limitation on Damages. Neither party is liable under this Agreement for any: 

 

	(a)	Damages caused by a Force Majeure Condition as defined in Section 15.6 below; or 


 

	(b)	Indirect, incidental, consequential, or non-economic damages. 

 SECTION 13.4 Equitable Remedies. Nothing in this Agreement restricts either party’s ability to seek equitable remedies (as distinguished from claims), including specific performance of
a party’s obligations under this Agreement. 
 SECTION 13.5 Cumulative Remedies. Each party’s rights and remedies under,
and/or in connection with, this Agreement are cumulative and may be exercised singly, concurrently, and/or successively in the exercising party’s sole, absolute discretion. 

ARTICLE XIV    CONFIDENTIALITY 
 SECTION 14.1 Nondisclosure of Confidential Information. Neither party will use or disclose any Confidential Information of the other party or the terms of this Agreement, except: 


  
 22 










	(a)	To its Representatives who have agreed to comply with the nondisclosure and use restrictions of this Agreement, and then only to the extent reasonably necessary
for the disclosing party to perform its obligations under this Agreement or any Implementing Agreement. 

  

	(b)	To its Subsidiaries that do not compete with the other party; its board of directors; and/or its external auditors. 


 

	(c)	To the extent expressly consented to by the other party. 

  

	(d)	To the extent required to be disclosed by any of the following, but before making any such disclosure the disclosing party will notify the other party of any
such requirement to the extent legally permitted, so that such other party may seek an appropriate protective order at such other party’s sole cost and expense: 


 

	 	(i)	Order of a court of competent jurisdiction, administrative agency, or governmental body. 


 

	 	(ii)	By subpoena, summons, or other compulsory legal process. 

  

	 	(iii)	Law, regulation, or rule. 

  

	 	(iv)	In connection with any judicial or other adjudicatory proceeding in which Chrysler or Ally is a party. 


SECTION 14.2 Nondisclosure of Chrysler Dealer and Chrysler Consumer Information. Subject to Section 14.1(c) and 14.1(d) above, Ally
will not directly or indirectly share data about Chrysler Dealers or their customers with other OEMs, authorized vehicle distributors, or authorized vehicle dealers, absent the consent of Chrysler and the affected Chrysler Dealers or their customers
(as applicable), and will put in place appropriate safeguards to protect such information from unauthorized disclosure. 
  

	(a)	The foregoing restrictions do not apply to Ally’s “own experience” data about Chrysler Dealers or their customers or to data that is otherwise
public. 

  

	(b)	Upon termination of this Agreement, Ally and Chrysler will work in good faith to agree on parameters for sharing of information about Chrysler customers
contained in Ally’s customer database. 

 SECTION 14.3 Information Security. Chrysler and Ally will take
reasonably necessary technical and organizational precautions to ensure that each other’s Confidential Information is protected from unauthorized access, alteration, disclosure, erasure, manipulation and destruction by third parties while such
information is in its possession or control and will ensure that such information is not processed in other ways contradictory to privacy and/or data protection laws. 
  

	(a)	Upon written request, Chrysler and Ally will provide each other reasonable information regarding the processing of such information, including where and how such
information is stored, who has access to such information and why and what security measures are taken to ensure that such information is protected from unauthorized access, alteration, disclosure, erasure, manipulation and destruction while in its
possession or control. 

  

	(b)	Chrysler and Ally will maintain sufficient procedures to detect and respond to security breaches involving Confidential Information and will inform each other as
soon as practicable when either of them suspects or learns of malicious activity involving such Confidential Information, including an estimate of the activity’s effect on the other and the corrective action taken. 


SECTION 14.4 Data Privacy. Chrysler and Ally each will treat the other’s Confidential Personal Information confidentially and use or
disclose Confidential Personal Information only in connection with providing Consumer Financing Services and their other obligations under this Agreement. 
  

	(a)	 Chrysler and Ally each will restrict disclosure of Confidential Personal Information in their possession or control to their employees and/or
representatives who have a need to know such 



  
 23 










	 	 
information in connection with providing Consumer Financing Services and the performance of their respective obligations under this Agreement. 



 

	(b)	Unless otherwise prohibited by law, Chrysler and Ally each will immediately notify the other party of any legal process served on such party for the purpose of
obtaining Confidential Personal Information and, prior to disclosure of any Confidential Personal Information in connection with such process, use commercially reasonable efforts to give the other party adequate time to exercise its legal options to
prohibit or limit such disclosure. 

  

	(c)	Chrysler and Ally each will implement appropriate measures designed to meet the following objectives: 


 

	 	(i)	Ensure the security and confidentiality of Confidential Personal Information; 


 

	 	(ii)	Protect against any anticipated threats or hazards to the security or integrity of such information; and 


 

	 	(iii)	Protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the person about whom the
Confidential Personal Information refers. 

  

	(d)	Within ten days following termination of this Agreement or ten days following the completion of a project for which the Confidential Personal Information has
been provided, whichever first occurs, upon the other party’s request, Chrysler or Ally, as the case may be, will: 

  

	 	(i)	Return the other party’s Confidential Personal Information to such other party; or 


 

	 	(ii)	Certify in writing to such other party that such Confidential Personal Information has been destroyed in such a manner that it cannot be retrieved.


  

	(e)	Chrysler and Ally will notify each other promptly upon the discovery of any loss, unauthorized disclosure, unauthorized access, or unauthorized use of the
other’s Confidential Personal Information and will indemnify the other party for such loss, unauthorized disclosure, unauthorized access or unauthorized use, including reasonable attorney fees in accordance with the terms and conditions of
Section 13.1 of this Agreement. 

 ARTICLE XV    MISCELLANEOUS 

SECTION 15.1 Representations and Warranties. Chrysler and Ally each hereby represent and warrant to the other that, as of the date of this
Agreement: 
  

	(a)	It is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formed and has all requisite power and
authority to enter into and perform all of its obligations under this Agreement. 

  

	(b)	The execution, delivery and performance of this Agreement by it have been duly authorized by all requisite action on its part. 


 

	(c)	This Agreement constitutes a valid and binding obligation of it and is enforceable against it in accordance with its terms. 


 

	(d)	The execution and performance of this Agreement by it will not: 

  

	 	(i)	Violate any provision of applicable law. 

  

	 	(ii)	Conflict with the terms or provisions of its organizational or governance documents, or any other material instrument relating to the conduct of its business or
the ownership of its property. 

  

	 	(iii)	Conflict with any other material agreement to which it is a party or by which it is bound. 


  
 24 










	(e)	There are no actions, suits, proceedings or other litigation or governmental investigations pending or, to its knowledge, threatened, by or against it with
respect to this Agreement or in connection with the dealings contemplated by this Agreement. 

  

	(f)	There is no order, injunction, or decree outstanding against, or relating to, it that could reasonably be expected to have a material adverse effect upon its
ability to perform its obligations under this Agreement. 

 SECTION 15.2 No Waiver of Rights or Remedies. Any
forbearance, delay, or failure by Chrysler or Ally in exercising any of its respective rights or remedies does not constitute a waiver of such rights or remedies or of any existing or future default under this Agreement. 

SECTION 15.3 Dispute Resolution. Any dispute, controversy, claim, or disagreement arising from or in connection with this Agreement
(“Dispute”), will be exclusively governed by and resolved in accordance with the provisions of this Section 15.3, and except as provided in this Section 15.3, neither party will seek judicial relief of any Dispute.

  

	(a)	Any Dispute that cannot be resolved at the working level will, in the first instance, be submitted to each member of the Coordinating Committee before the next
scheduled Coordinating Committee meeting. 

  

	(b)	If at formal Coordinating Committee meeting or within ten business days thereafter (unless a different time is agreed to by the Coordinating Committee) the
Coordinating Committee is unable to resolve any such Dispute, the Dispute will immediately be escalated to the Ally President and the Chrysler Chief Financial Officer, or their designees for the particular matter, for resolution.


  

	(c)	Any Dispute that is not resolved by the Ally President and the Chrysler Chief Financial Officer (or their designees for the particular matter) within 30 days of
submission to them will immediately be escalated to the Ally Chief Executive Officer and Chrysler Chief Executive Officer. 

  

	(d)	If a Dispute is not resolved within 90 days of the date of escalation to the Ally President and Chrysler Chief Financial Officer, either party may pursue legal
remedies. 

  

	(e)	This Section 15.3 does not limit either party’s right to apply to a court of competent jurisdiction for equitable, provisional relief with respect to
any Dispute pending the resolution of the Dispute pursuant to this Section 15.3. 

 SECTION 15.4 Venue and Jury Trial
Waiver. Any suit, action, or proceeding brought by a party against the other party arising out of or relating to this Agreement or any transaction contemplated by it will be brought in any federal or state court located in the city, county,
and State of New York. 
  

	(a)	Each party hereby submits to the exclusive jurisdiction of any federal or state court located in the city, county, and State of New York for the purpose of any
such suit, action or proceeding. 

  

	(b)	Service of any process, summons, notice or document by registered mail to such party’s respective address set forth in this Agreement for notice will be
effective service of process for any action, suit or proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section. 


 

	(c)	Each of Ally and Chrysler, respectively, hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated by it. 

 SECTION 15.5 Notices. Except for notices, requests, and other
communications regarding operational matters (e.g., drafting authorizations, credit line suspension notices), which each party currently sends, and historically has sent, to individuals at the operational levels of the other party
(“Operational Notices”), all legal notices, requests, and other communications to either party required by or permitted under this Agreement (“Notices”) must be in writing, including facsimile transmittal, and sent
to the 

  
 25 









 
addresses indicated below, or at such other address to the attention of such other person as either party may designate by written notice to the other party: 

 

			
	To Chrysler:	  	To Ally:
	1000 Chrysler Drive	  	200 Renaissance Center
	Auburn Hills, MI 48326	  	Mail Code 482-B12-D11
	Attention: General Counsel	  	Detroit, MI 48265
	Facsimile: 248-512-1772	  	Attention: President
		  	Facsimile: 313-656-5202

  

	(a)	All Notices other than Operational Notices are deemed given and received as follows: 


 

	 	(i)	If given by mail or nationally recognized, reputable commercial delivery service: the second Business Day after the Notice is sent or the date the recipient
actually receives it. 

  

	 	(ii)	If given by facsimile or e-mail: when the facsimile or e-mail is transmitted to compatible equipment in the possession of the recipient and confirmation of
complete receipt is received by the sending party during normal business hours or on the next Business Day if not confirmed during normal business hours. 

  

	 	(iii)	If given by hand delivery against a receipted copy: when the copy is receipted 


 

	(b)	Operational Notices may be given in any manner consistent with ordinary commercial practices, including telephone, e-mail, and/or facsimile.


 SECTION 15.6 Force Majeure. Neither Chrysler nor Ally is liable for a delay in performance or failure to perform
any obligation under this Agreement to the extent such delay is due to causes beyond its control and is without its fault or negligence, including, natural disasters, governmental regulations or orders, civil disturbance, war conditions, acts of
terrorism or strikes, lock-outs or other labor disputes (“Force Majeure Condition”). The performance of any obligation suspended due to a Force Majeure Condition will resume as soon as reasonably possible as and when the Force
Majeure Condition subsides. 
 SECTION 15.7 Relationship of the Parties. Nothing contained in this Agreement creates or will be
construed as creating a joint venture, association, partnership, franchise, or agency relationship between Chrysler and Ally. 
 SECTION 15.8
Severability. If a court of competent jurisdiction holds that any part of this Agreement is invalid or unenforceable under applicable law, all other parts remain valid and enforceable. 

SECTION 15.9 Assignment. Neither Chrysler nor Ally may assign this Agreement in whole or in part without the other party’s prior
express written. 
 SECTION 15.10 Miscellaneous. This Agreement: 

 

	(a)	May be changed only by a writing signed by both parties. 

  

	(b)	Binds, and inures to the benefit of the parties’ respective successors and assigns. 


 

	(c)	Is not intended to, and does not, create any rights in any third party. 

  

	(d)	May be signed in one or more counterparts, each of is deemed an original, and all of which taken together constitute one and the same agreement.


  

	(e)	Is governed by, and construed in accordance with, the laws of New York, without regard to its conflict of laws principles. 


  
 26 










	(f)	Constitutes the entire agreement of the parties regarding its subject matter and supersedes any and all prior oral or written agreements or understandings (each
of the Service Provider Agreement and related confidentiality side letter agreement, each dated March 9, 2010, between Chrysler and Ally; the Marketing Agreement between GMAC Risk Services Inc. and Chrysler; and guaranties of dealership
obligations that Chrysler signed in favor of Ally, are separate agreements and are not affected by this Section 15.10(f)). 

  

			
	ALLY FINANCIAL INC.	  	CHRYSLER GROUP LLC
		
	Signature:         /s/ William F.
Muir                        	  	Signature:         /s/ Richard
Palmer                        
		
	By (print name):     William F.
Muir                      	  	By (print name):     Richard
Palmer                      
		  	
		
	Title:
    President                                   
                 	  	 Title:   Senior Vice President
and                        
             Chief Financial
Officer                              

		  	
		
	Date:                             
                                         
  	  	Date:                             
                                         
  


  
 27 









 EXHIBIT A—FORM OF OPT-IN AGREEMENT 

To: [Ally/Chrysler] 
 Ally Financial Inc.
(“Ally”) and Chrysler Group LLC (“Chrysler”) have entered into the Auto Finance Operating Agreement (“Operating Agreement”) under which Ally provides certain services to Chrysler. [insert subsidiary name]
(“Subsidiary”) desires to enjoy the rights and benefits under and flowing from the Operating Agreement. Therefore, Subsidiary hereby adopts for itself, and binds itself to, all of the terms and conditions of the Operating Agreement and any
amendments thereto executed by Ally and Chrysler, with or without prior consultation with Subsidiary, as though Subsidiary is an original party to the Operating Agreement, with the exceptions as specified below. Upon opting in to the Agreement, as
to “Subsidiary”, references to “Chrysler” or “Ally”, as applicable, in the Agreement refer to Subsidiary, and references to “party” refer to “Subsidiary”. Subsidiary agrees that it may not do either
of the following absent Ally’s and Chrysler’s prior written consent: 
  

	 	1.	Assign this Opt-in Agreement, or the rights and obligations under it or the Operating Agreement, to anyone; or 


 

	 	2.	Terminate this Opt-in Agreement. 


Exceptions required by local legal requirements and commercial practice: 
 [insert, if any] 
 This Opt-in Agreement is effective upon the occurrence of all of the following:

  

	 	1.	Execution of this Opt-in Agreement by Subsidiary; and 

  

	 	2.	Acceptance of any exceptions by [Ally/Chrysler]. 


[insert subsidiary name] 

By:                        
                                        


Title:                        
                                     

Date:                        
                                     

Exceptions accepted by Ally 

By:                        
                                        


Title:                        
                                     

Date:                        
                                     

 

  
 28 









 EXHIBIT B—STEADY STATE GUIDELINES 

[***] 
  

			
	 	 
	 	 	Wholesale Floorplan
	 	 
	Purpose:	 	[***]
	 	 
	Inventory Security:	 	[***]
	 	 
	Additional Security:	 	[***]
	 	 
	Credit Lines:	 	[***]
	 	 
	Advance:	 	[***]
	 	 
	Release Privilege:	 	[***]
	 	 
	Interest Rate:	 	[***]
	 	 
	Application Fee:	 	[***]
	 	 
	Set-Up Fee:	 	[***]
	 	 
	Monthly Charges:	 	[***]
	 	 
	Floorplan Insurance:    	 	[***]
	 	 
	Fleet:	 	[***]
	 	 
	Other Terms:	 	[***]


 

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 29 









 EXHIBIT B—STEADY STATE GUIDELINES 

[***] 
  

			
	 	 
	 	 	Wholesale Floorplan
	 	 
	Purpose:	 	[***]
	 	 
	Inventory Security:	 	[***]
	 	 
	Additional Security:	 	[***]
	 	 
	Credit Lines:	 	[***]
	 	 
	Advance:	 	[***]
	 	 
	Release Privilege:	 	[***]
	 	 
	Interest Rate:	 	[***]
	 	 
	Application Fee:	 	[***]
	 	 
	Set-Up Fee:	 	[***]
	 	 
	Monthly Charges:	 	[***]
	 	 
	Floorplan Insurance:    	 	[***]
	 	 
	Fleet:	 	[***]
	 	 
	Other Terms:	 	[***]


 

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 30 









 DEALER TERM SHEET—STEADY STATE GUIDELINES 

[***] 
  

			
	 	 
	 	 	Wholesale Floorplan [***]
	 	 
	Purpose:	 	[***]
	 	 
	Inventory Security:	 	[***]
	 	 
	Additional Security:	 	[***]
	 	 
	Credit Lines:	 	[***]
	 	 
	Advance:	 	[***]
	 	 
	Release Privilege:	 	[***]
	 	 
	Interest Rate:	 	[***]
	 	 
	Application Fee:	 	[***]
	 	 
	Set-Up Fee:	 	[***]
	 	 
	Monthly Charges:	 	[***]
	 	 
	Floorplan Insurance:    	 	[***]
	 	 
	DPP:	 	[***]
	 	 
	Other Terms:	 	[***]

  

	***	Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and
is the subject of a confidential treatment request. 


  
 31 









 EXHIBIT C— Pre-existing Ally-Financed Dealers 

United States 
  

									
	 Dealership Name
	  	 Address
	  	 City
	  	 State
	  	 Zip Code

	 Koons Chevrolet Chrysler
	  	2000 Chain Bridge Rd	  	Vienna	  	VA	  	22182
	 K & M Northfield Dodge
	  	4100 Plainfield Ave. N.E.	  	Grand Rapids	  	MI	  	49525
	 Kimberly Chrysler Plymouth BMW
	  	625 West Kimberly Road	  	Davenport	  	IA	  	52806
	 Roberson Motors, Inc.
	  	3100 Ryan Drive Se	  	Salem	  	OR	  	97301
	 Laurel Chrysler Jeep
	  	933 Eisenhower Blvd	  	Johnstown	  	PA	  	15904
	 Billion Dodge
	  	1 Auto Plaza Dr.	  	Bozeman	  	MT	  	59718
	 Perkins Eastside Llc
	  	6424 W Highway 146	  	Crestwood	  	KY	  	40014
	 Elhart Dodge Nissan Hyundai
	  	870 Chicago Drive	  	Holland	  	MI	  	49423
	 York Chrysler/Dodge/Jeep Inc
	  	1765 S Us Highway 231	  	Crawfordsville	  	IN	  	47933
	 Cunningham Chrysler Jeep Of Edinboro
	  	12481 Edinboro Road	  	Edinboro	  	PA	  	16412
	 Troncalli Chrysler-Plymouth, Inc.
	  	818 Atlanta Hwy	  	Cumming	  	GA	  	30040
	 Van Andel & Flikkema
	  	3844 Plainfield Ave Ne	  	Grand Rapids	  	MI	  	49525
	 A J Dohmann Chrysler
	  	7362 Highway 182 E	  	Morgan City	  	LA	  	70380
	 Smithfield Chevrolet-Jeep (K Jones)
	  	P.O. Box 2280 1109 N Brightleaf Blvd	  	Smithfield	  	NC	  	27577
	 Elhart Pont Jeep Eagle Gmc Truck
	  	822 Chicago Dr	  	Holland	  	MI	  	49423
	 Sorensen Schade Chrysler Dodge
	  	21529 Highway 27	  	Lake Wales	  	FL	  	33859
	 Bachman-Bernard Chrysler Dodge
	  	200 Bachman Drive	  	Greenville	  	TN	  	37745
	 Red Wing Chrysler Jeep
	  	3538 Hwy 61 W	  	Red Wing	  	MN	  	55066
	 Crowson Auto World Chrsylser Dodge
	  	541 Hwy 15 North	  	Louisville	  	MS	  	39339
	 Lemonds Chrysler Center
	  	412 E Main	  	Fairfield	  	IL	  	62837
	 Huffines Chrysler Jeep Kia Inc.
	  	5150 I - 35 E. South	  	Denton	  	TX	  	76205
	 Cunningham Chrysler Of Northeast
	  	85 West Main	  	Northeast	  	PA	  	16428
	 Lloyd Treadway Chrysler Dodge, Inc.
	  	10305 Us Route 224 W	  	Findlay	  	OH	  	45840
	 Corry Plymouth
	  	13255 Route 6	  	Corry	  	PA	  	16407
	 Broadway Ford Jeep
	  	1010 S. Military Ave.	  	Green Bay	  	WI	  	54307-1567
	 Big O Dodge Of Greenville
	  	2645 Laurens Road	  	Greenville	  	SC	  	29607
	 Mc Clurg Plymouth
	  	125 N Center St	  	Perry	  	NY	  	14530
	 Quality Dodge
	  	1141 North Main	  	Tooele	  	UT	  	84074
	 Charapp Ford & Dodge North
	  	110-112 Route 908	  	Natrona Heights	  	PA	  	15065
	 Broadway Dodge, Inc.
	  	5600 South Broadway	  	Littleton	  	CO	  	80121
	 North Star Dodge Chrysler Jeep
	  	1720 Hwy 2 East	  	Havre	  	MT	  	59501
	 Yellowstone Country Motors
	  	1415 West Park	  	Livingston	  	MT	  	59047
	 Victory Chrysler
	  	14 Main St	  	Camden	  	NY	  	13316


  
 32 










									
	 Wally Armour Chrysler Dodge Jeep
	  	1950 West State Street	  	Alliance	  	OH	  	44601
	 Vasko Dodge Inc
	  	3644 Washington Road	  	Mcmurray	  	PA	  	15317
	 Lakeshore Chrysler Plymouth Dodge Inc
	  	4235 Fruitvale Road	  	Montague	  	MI	  	49437
	 Menlove Dodge Toyota
	  	2390 South Highway 89	  	Bountiful	  	UT	  	84010
	 Buchanan Young Chrysler & Jeep
	  	713 E Main St	  	Burnsville	  	NC	  	28714
	 Turnpike Chrysler-Dodge-Jeep
	  	3606 Highway 10 East	  	Miami	  	OK	  	74354
	 Doan Dodge
	  	4477 W. Ridge Road	  	Rochester	  	NY	  	14626
	 Greve Chrys-Jeep-Dodge- Van Wert
	  	756 West Ervin Road	  	Van Wert	  	OH	  	45891
	 Roberson Chrysler Plymouth
	  	2711 So Santum Hwy	  	Lebannon	  	OR	  	97355
	 Northside Chrysler
	  	700 Professional Park Dr	  	Summersville	  	WV	  	26651
	 Springdale Dodge-Chrysler
	  	3709 South Thompson	  	Springdale	  	AR	  	72764
	 Richmond Dodge Honda
	  	3505 Chester Blvd	  	Richmond	  	IN	  	47374
	 Grove City Chevy Chrysler Jeep Dodge
	  	1687 West Main Street	  	Grove City	  	PA	  	16127
	 Devan Lowe Chrysler
	  	1107 Gault Ave S	  	Fort Payne	  	AL	  	35967
	 Rock City Chrysler Jeep Dodge
	  	520 Rock City Street	  	Little Valley	  	NY	  	14755
	 Lithia Chrysler Jeep Of Renton
	  	585 Rainier Ave S	  	Renton	  	WA	  	98057
	 Grand Chrysler Dodge Jeep
	  	930 W Main Street	  	Lowell	  	MI	  	49341
	 Tilley-Lane Chrysler
	  	1206 Broadway St E	  	Lenoir City	  	TN	  	37772
	 Dotson Brothers Chrysler Dodge Jeep
	  	1010 Carson Dr	  	Paris	  	KY	  	40361
	 Classic Chrysler Dodge Jeep
	  	6300 N Ridge Rd	  	Madison	  	OH	  	44057
	 Gene’s Chrysler
	  	3400 S Cushman St	  	Fairbanks	  	AK	  	99701
	 Country Chrysler Dodge Jeep Inc
	  	2158 Baltimore Pike	  	Oxford	  	PA	  	19363
	 Johnson Dodge Kia
	  	1210 Hwy 39 N	  	Meridian	  	MS	  	39301
	 Kims Chrysler Plymouth
	  	1030 Highway 15 N	  	Laurel	  	MS	  	39440
	 Gaddis Bill Chry Ply Ddge
	  	1717 N Wheeling Ave	  	Muncie	  	IN	  	47303
	 Mack Massey Chrysler Jeep Dodge
	  	950 Crockett	  	El Paso	  	TX	  	79922
	 Manteca Dodge
	  	1755 East Yosemite Ave	  	Manteca	  	CA	  	95336
	 Gildner Chrysler Dodge Jeep Inc
	  	Po Box 68	  	Arkadelphia	  	AR	  	71923
	 Ogden Chrysler Dba Bill Kay Chrysler
	  	2100 Ogden Avenue	  	Downers Grove	  	IL	  	60515
	 Chuck Clancy Dodge Chrysler Jeep Of Cartersville
	  	567 E Main Street	  	Cartersville	  	GA	  	30121
	 Castilone Chrysler Dodge Jeep
	  	306 W Main St	  	Batavia	  	NY	  	14020
	 Steve Jones Chrysler Dodge Jeep
	  	1110 N Falls Blvd	  	Wynne	  	AR	  	72396
	 Bleecker Chrysler Jeep Dodge
	  	1110 East Cumberland Street	  	Dunn	  	NC	  	28334
	 Mike Brown Ford - Chrysler - Dodge
	  	4960 E Hwy 377	  	Granbury	  	TX	  	76049
	 Smith Stokes Chrysler Dodge Jeep
	  	2009 Barnes St	  	Reidsville	  	NC	  	27320
	 Hinckley Dodge
	  	2810 Washington Blvd.	  	Ogden	  	UT	  	84401
	 Kari Dodge Chrysler Hyundai
	  	1177 Highway 2 East	  	Kalispell	  	MT	  	59901


  
 33 










									
	 Martin Chrysler Dodge
	  	2280 W Monroe Road	  	Alma	  	MI	  	48801
	 Northern Prairie Auto
	  	100 Hwy2 East	  	Wolf Point	  	MT	  	59201
	 Central Oklahoma Dodge Chrysler Jeep
	  	N Highway 18	  	Chandler	  	OK	  	74834
	 Farrell Chrysler Dodge Jeep
	  	258 W Main St	  	Fredonia	  	NY	  	14063
	 Litchfield Chrysler Center
	  	640 East Highway 12	  	Litchfield	  	MN	  	55355
	 Jeff D’ambrosio Dodge Chrysler Jeep Mitsubishi Suzuki
	  	1221 E Lancaster Ave	  	Downingtown	  	PA	  	19335
	 Lake County Dodge Inc
	  	1001 Washington St	  	Jamestown	  	NY	  	14701
	 Larry Hillis Chrysler Dodge Jeep
	  	3211 N Westwood Blvd	  	Poplar Bluff	  	MO	  	63901
	 Stamey Chrysler Plymouth Dodge
	  	44 Worley Rd	  	Marion	  	NC	  	28752
	 South Oak Dodge Chrysler Jeep Inc
	  	4550 Lincoln Hwy	  	Matteson	  	IL	  	60443
	 Kile Dodge Chrysler Jeep
	  	511 S Lee Hwy	  	Cleveland	  	TN	  	37311
	 Stone Mountain Chrysler Jeep
	  	5054 Stone Mountain Hwy	  	Stone Mountain	  	GA	  	30087
	 Byrd’s Chrysler Products
	  	9413 E Highway 60	  	Salt Lick	  	KY	  	40371
	 Town Cntry Dodge Chrysler Jeep
	  	1630 Iris Dr Sw	  	Conyers	  	GA	  	30094
	 Cascade Auto
	  	118 S Main St	  	Cascade	  	ID	  	83611
	 Raleigh Johnson Motor Inc
	  	1200 E 12th St	  	Belle Plaine	  	IA	  	52208
	 Dodge Chrysler Plymouth
	  	62683 Us Highway 93	  	Ronan	  	MT	  	59864
	 Northern Chrysler Inc
	  	23 W Railroad St	  	Cut Bank	  	MT	  	59427
	 Rainbow Chrysler-Dodge-Jeep
	  	2300 Delaware Ave, Po Box 1915	  	Mccomb	  	MS	  	39649
	 Mann Chrysler Dodge Jeep Ri
	  	1815 Irvine Rd	  	Richmond	  	KY	  	40475
	 Mann Chrysler-Dodge-Jeep Inc
	  	806 Alexa Dr	  	Mount Sterling	  	KY	  	40353
	 Frontier Dodge
	  	5801 Spur 327	  	Lubbock	  	TX	  	79424
	 Tim Parker Chrysler
	  	4722 Central Ave	  	Hot Springs	  	AR	  	71913
	 King Ford Lincoln Mercury (King Chrysler)
	  	615 Fob James Drive	  	Valley	  	AL	  	36854
	 White Chrysler Jeep Dodge
	  	175 Old Farm Rd	  	Roanoke Rapids	  	NC	  	27870
	 Hayes Chrysler-Dodge-Jeep Of Baldwin
	  	3660 State Highway 365	  	Alto	  	GA	  	30510
	 Lithia Chrysler Dodge Of Wenatchee
	  	360 East Jackson Street	  	Medford	  	OR	  	97501
	 Lithia Dodge Of Tri-Cities
	  	7171 W Canal Dr	  	Kennewick	  	WA	  	99336
	 Bennett Chrysler Dodge Jeep
	  	1491 Hwy 40 East	  	Kingsland	  	GA	  	31548
	 Capital City Chrysler Nissan
	  	3201 Missouri Blvd	  	Jefferson City	  	MO	  	65109
	 Richmond Chrysler Jeep
	  	4600 National Road	  	Richmond	  	IN	  	47374
	 Power Chrysler/Jeep
	  	6460 E Mcdowell Road	  	Scottsdale	  	AZ	  	85257
	 Coon Rapids Chrysler Jeep Inc
	  	10541 Woodcrest Drive	  	Coon Rapids	  	MN	  	55433
	 Rice Chrysler Dodge, Inc
	  	3033 Alcoa Hwy	  	Alcoa	  	TN	  	37701
	 Crown Dodge-Chrysler-Jeep, Inc
	  	2707 Shortcut Road	  	Pascagoula	  	MS	  	39568
	 Muscatell Dakota Chrysler
	  	Po Box 188	  	Wahpeton	  	ND	  	58074
	 Firkins Chrysler & Mitsubishi
	  	2700 First Street	  	Bradenton	  	FL	  	34208
	 Truman Baker Dodge Inc
	  	3111 E Race Ave	  	Searcy	  	AR	  	72143
	 Junction Auto Sales
	  	12423 Mayfield Road	  	Chardon	  	OH	  	44024
	 Twin City Dodge Inc
	  	650 Sagamore Parkway South	  	Lafayette	  	IN	  	47905
	 Jacky Jones Chrysler Dodge Jeep
	  	222 Nc Highway 69	  	Hayesville	  	NC	  	28904


  
 34 










									
	 Corwin Chrysler - Jeep
	  	133 Main Street Route 50	  	Hickory	  	PA	  	15340
	 Bill Buckner Chrysler Jeep Dodge
	  	2121 Service Avenue	  	Emmett	  	ID	  	83617
	 Riedman Motor Company
	  	610 North Grand Avenue	  	Connersville	  	IN	  	47331
	 Voss Dodge, Inc
	  	90 Loop Road	  	Centerville	  	OH	  	45459
	 O’connors Cpdj Inc
	  	22513 South M-129	  	Pickford	  	MI	  	49774
	 Carroll County Chrysler
	  	Po Box 87	  	Berryville	  	AR	  	72616
	 Delano Dodge
	  	405 Babcock Blvd	  	Delano	  	MN	  	55328
	 Jackson Chrysler Dodge Jeep
	  	4405 West Garriott	  	Enid	  	OK	  	73703
	 Brent Brown Chrys Jeep Dodge
	  	1825 No. University Parkway	  	Provo	  	UT	  	84604
	 Ed Corley’s Chrysler Dodge Jeep
	  	1000 North Hwy 491	  	Gallup	  	NM	  	87301
	 Allen Samuels Dodge
	  	7309 N Ih 35	  	Austin	  	TX	  	78752
	 Summit Dodge
	  	756 State Fair Blve	  	Syracuse	  	NY	  	13209
	 Johnsons Of Chickasha
	  	Po Box 490	  	Chickasha	  	OK	  	73023
	 Crystal Chrysler Dodge Jeep Brooksville
	  	14358 Cortez Blvd	  	Brooksville	  	FL	  	34613
	 Thomas Garage, Inc
	  	252 East Main Street	  	St. Clairsville	  	OH	  	43950
	 Twin City Motors -Ford Jeep Dodge Chrysler
	  	1485 Us 41 West	  	Ishpeming	  	MI	  	49849
	 York Chrysler Jeep Dodge Inc
	  	1601 Indianapolis Road	  	Greencastle	  	IN	  	46135
	 Stearns Chrysler Jeep Inc.
	  	Po Box 1309	  	Graham	  	NC	  	27253
	 James Oneal Chrysler Dodge Jeep
	  	86635 Highway 9	  	Lineville	  	AL	  	36266
	 Zappone Chrysler Jeep Dodge
	  	8556 Route 22	  	Granville	  	NY	  	12832
	 Fx Caprara Dodge-Chrysler-Jeep
	  	44170 Route 12	  	Alexandria Bay	  	NY	  	13607
	 Byers Dublin Dodge
	  	6851 Village Pkwy	  	Dublin	  	OH	  	43017
	 Byers Chrysler, Llc
	  	465 South Hamilton Rd	  	Columbus	  	OH	  	43213
	 Cleburne Dodge
	  	2235 North Main	  	Cleburne	  	TX	  	76033
	 Longhorn Dodge, Inc.
	  	4500 S Freeway	  	Fort Worth	  	TX	  	76115
	 Larry Slack Ford Mercury Inc
	  	Wagonseller Road @ Us 287	  	Bowie	  	TX	  	76230
	 Concord Chrysler Jeep Inc
	  	135 Commonwealth Avenue	  	Concord	  	MA	  	01742
	 Tulare-Sag Inc Dba Lampe Dodge Chrysler Jeep
	  	1950 South Blackstone	  	Tulare	  	CA	  	93274
	 Hill Chrysler Dodge Jeep, Inc
	  	1114 Silver Lake Drive	  	Portage	  	WI	  	53901
	 Waycross Chrysler Jeep Dodge
	  	2100 Brunswick Hwy	  	Waycross	  	GA	  	31503
	 Humes Chrysler Jeep Dodge
	  	1010 Route 19 North	  	Waterford	  	PA	  	16441
	 Tincher Chrysler Dodge Jeep In
	  	319 Fulton Ave	  	Plattsmouth	  	NE	  	68048
	 West Bros. Chrysler Dodge Jeep
	  	3 North Service Road	  	Sullivan	  	MO	  	63080
	 Watertown Ford Chrysler
	  	1600 9th Ave Se	  	Watertown	  	SD	  	57201
	 R.M. Stoudt, Inc.
	  	800 23rd St. S.W.	  	Jamestown	  	ND	  	58401
	 Ken Wise Chrysler Dodge Jeep, Inc.
	  	908 North 3rd Avenue	  	Marshalltown	  	IA	  	50158
	 Mcgurk Meyers Chrysler
	  	404 2nd Street Highway 6 West	  	Coralville	  	IA	  	52241
	 Sam Dell’s Dodge Corp.
	  	1001 West Genesee Street	  	Syracuse	  	NY	  	13204
	 Foley Chrysler Jeep
	  	4361 Gibsonia Road	  	Gibsonia	  	PA	  	15044
	 Benny Boyd Dodge Chrysler Jeep
	  	601 North Key Avenue	  	Lampasas	  	TX	  	76550
	 Menomonie Chrysler
	  	2000 Stout St	  	Menomonie	  	WI	  	54751


  
 35 










									
	 Jeep’s Unlimited, Inc.
	  	5431 Dumas Drive	  	Smarillo	  	TX	  	79108
	 Dick Huvaere’s Richmond Chrysler Dodge Kia
	  	67567 South Main	  	Richmond	  	MI	  	48062
	 O’Daniel Chrysler Jeep
	  	5611 Illinois Road	  	Ft. Wayne	  	IN	  	46804
	 Steve Winkler Chrysler, Inc.
	  	15126 Us Hwy 150	  	Paris	  	IL	  	61944
	 Glendale Chrysler Jeep
	  	10070 Manchester Road	  	Glendale	  	MO	  	63122
	 Northlake Chrysler Jeep
	  	5749 Calumet Ave.	  	Hammond	  	IN	  	46320
	 Hoffman Chrysler Jeep Dodge
	  	171 S Edgewood	  	Hagerstown	  	MD	  	21740
	 Orr Dodge Chrysler Jeep
	  	900 Truman Baker Dr	  	Searcy	  	AR	  	72143
	 Courtesy Dodge, Inc.
	  	440 28th Street S.E.	  	Grand Rapids	  	MI	  	49548
	 Fx Caprara Jeep
	  	18476 Us Route 11	  	Watertown	  	NY	  	13601
	 Deluca Chrysler Jeep, Inc.
	  	18180 Rockside Road	  	Bedford	  	OH	  	44146
	 Trinity Dodge
	  	1550 W Springfield Road	  	Taylorville	  	IL	  	62568
	 Jacksonville Chrysler Dodge
	  	1600 W Morton Avenue	  	Jacksonville	  	IL	  	62650
	 Classic Chrysler
	  	1455 West State Street	  	Hastings	  	MI	  	49058
	 D’ambrosio Chrysler Plymouth Jeep
	  	2280 South State	  	Salt Lake City	  	UT	  	84115
	 Jim Riehl’s Friendly Chrys-Jeep
	  	32899 Van Dyke	  	Warren	  	MI	  	48093
	 Upstate Dodge, Chrysler And Jeep
	  	15 West Main	  	Attica	  	NY	  	14011
	 Faribault Chrysler Llc
	  	1905 Grant St Nw	  	Faribault	  	MN	  	55021
	 Roseville Chrysler-Jeep
	  	25800 Gratiot	  	Roseville	  	MI	  	48066
	 Maple Tarr Chrysler Dodge Jeep
	  	210 North Main Street	  	Winchester	  	IN	  	47394
	 New Cranberry Chrysler Jeep
	  	21145 Route 19	  	Cranberry Twp	  	PA	  	16066
	 Holiday Chrysler-Mazda, Inc.
	  	420 S. Marine Blvd	  	Jacksonville	  	NC	  	28540
	 Faulkners GM Jeep
	  	441 East Main St.	  	Hazard	  	KY	  	41701
	 Carbone Chrysler
	  	13166 State Rte 12	  	Booneville	  	NY	  	13309
	 Great Valley Chrysler Jeep
	  	2329 Fulton Avenue	  	Sacramento	  	CA	  	95825
	 Hoblit-Haynes Dodge Jeep
	  	801 Main Street	  	Woodland	  	CA	  	95695
	 Fremont Motor Company
	  	555 East Main	  	Lander	  	WY	  	82520
	 Fremont Motor Cody
	  	3127 Big Horn Ave	  	Cody	  	WY	  	82414
	 Yucca Valley Chrysler Center
	  	55288 29 Palms Highway	  	Yucca Valley	  	CA	  	92284
	 Competition Chrysler Jeep Dodge
	  	Po Box 275	  	Raymondville	  	TX	  	78580
	 Benke Chrysler Jeep
	  	4361 Gibsonia Road	  	Gibsonia	  	PA	  	15044
	 Charapp Chrysler-Dod-Jeep Of Kittanning, Inc.
	  	13251 State Rte 422	  	Kittanning	  	PA	  	16201
	 1st Avenue Chrysler Volkswagen
	  	3837 1st Ave. Se	  	Cedar Rapids	  	IA	  	52402
	 Cedar Rapids Dodge
	  	1919 Dodge Road	  	Cedar Rapids	  	IA	  	52402
	 Brian Bemis Dodge City
	  	981 S. 7th Street	  	Rochelle	  	IL	  	60178
	 Greve Chrysler Dodge Jeep
	  	603 C.R. 25a	  	Wapakoneta	  	OH	  	45895
	 Action Chrysler Plymouth Dodge
	  	180 East Lane	  	Ontario	  	OR	  	97914
	 Kirby-Nielsen Chrys-Dodge-Jeep
	  	6472 S. Greenville	  	Greenville	  	MI	  	48838
	 Michael Chrysler-Kia
	  	425 Broad Street	  	New London	  	CT	  	06320
	 Tupelo Auto Sales Ltd
	  	1608 S Gloster St	  	Tupelo	  	MS	  	38801
	 Fleetway Chrysler Plymouth Inc
	  	1006 White Horse Pike	  	Oaklyn	  	NJ	  	08107
	 D’ambrosio Dodge/Mmc
	  	1221 Old Lancaster Ave	  	Dowingtown	  	PA	  	19335
	 Stearn’s Chrysler-Ply-Jeep,Inc.
	  	327 Auto Park Drive	  	Graham	  	NC	  	27253
	 Palmer Dodge Hyundai West
	  	4343 W 38th Street	  	Indianapolis	  	IN	  	46254
	 Lloyd Belt Chrysler, Inc.
	  	1702 S. Bus Hwy 54	  	Eldon	  	MO	  	65026


  
 36 










									
	 Henkel Chrysler Jeep, Inc.
	  	1275 W. Dickman Rd	  	Battle Creek	  	MI	  	49015
	 Palmer Dodge North, Inc.
	  	4545 E. 96th St.	  	Indianapolis	  	IN	  	46240
	 Sunset Chrysler Dodge Jeep
	  	1202 Sunset Dr	  	Grenada	  	MS	  	38901
	 Palmer Dodge, Inc.
	  	3820 N. Keystone Ave.	  	Indianapolis	  	IN	  	46205
	 Neal’s Bohling Dodge
	  	7115 Calumet Avenue	  	Hammond	  	IN	  	46324
	 Win Stephens Buick-Jeep-Eagle
	  	2370 So Hwy 100	  	St Louis Park	  	MN	  	55416
	 Dirk Waltz Buick-Jeep, Inc.
	  	718 E Buttles	  	Midland	  	MI	  	48640
	 Glenbrook Dodge-Hyundai
	  	100 West Coliseum Blvd.	  	Fort Wayne	  	IN	  	46805
	 Nevada Auto Mall
	  	2501 East Austin	  	Nevada	  	MO	  	64772
	 Southland Dodge Chrysler Plymouth
	  	6161 West Park Avenue	  	Houma	  	LA	  	70364
	 Monroeville Dodge
	  	3633 William Penn Hwy	  	Monroeville	  	PA	  	15146
	 Thibodaux Chrysler
	  	1505 Canal Blvd.	  	Thibodaux	  	LA	  	70301
	 Jims Dodge Country
	  	Po Box 27008	  	Omaha	  	NE	  	68127
	 Lou Fusz Dodge
	  	1085 North Kirkwood Road	  	Kirkwood	  	MO	  	63122
	 Brookfield Chrysler Plymouth
	  	Po Box 795	  	Watervliet	  	MI	  	49098
	 Huffines Chrysler Jeep Dodge Lewisville
	  	1024 S. Stemmons Freeway	  	Lewisville	  	TX	  	75067
	 Huffines Chrysler Jeep Dodge Plano
	  	4500 Plano Parkway	  	Plano	  	TX	  	75093
	 Lou Fusz Dodge
	  	3480 Highway K	  	O’fallon	  	MO	  	63368
	 Star Chrysler
	  	1550 West Ogden Ave	  	Naperville	  	IL	  	60540
	 Mitchell Pontiac Buick Gmc Chrysler
	  	Po Box 539	  	West Point	  	MS	  	39773
	 Steve Winkler Chrysler, Inc.
	  	15126 Us Highway 150	  	Paris	  	IL	  	61944
	 Patrick Pontiac Gmc Jeep
	  	4700 W. Henrietta Road	  	Henrietta	  	NY	  	14467-9111
	 Lafontaine Chrysler-Dodge-Jeep
	  	900 W Michigan Ave	  	Saline	  	MI	  	48176
	 Pine Belt Chrysler Jeep
	  	1400 Route 88	  	Lakewood	  	NJ	  	08701
	 University Chrysler-Subaru
	  	1310 Vandiver Dr	  	Columbia	  	MO	  	65202
	 Bleecker Chrysler Jeep Dodge
	  	1110 East Cumberland Street	  	Dunn	  	NC	  	28334
	 Country Chevrolet Oldsmobile Geo, Inc.
	  	2705 N Michigan St	  	Plymouth	  	IN	  	46563
	 Ultimate Auto Group
	  	2634 Highway 62 W	  	Mountain Home	  	AR	  	72653
	 Southland Chrysler Inc.
	  	1096 Us Hwy 280 W	  	Cordele	  	GA	  	31015
	 Don Johnson Motors Inc
	  	2101 Central Blvd	  	Brownsville	  	TX	  	78520
	 Poulin Auto Country, Inc
	  	301 North Main Street	  	Rochester	  	NH	  	3867
	 Fisher Chrysler Jeep Dodge
	  	349 E 32nd St	  	Yuma	  	AZ	  	85364
	 Crenwelge Motors Of Kerrville, Inc.
	  	301 Main St	  	Kerrville	  	TX	  	78028
	 Jack Connors, Inc.
	  	701 E Porter Ave	  	Chesterton	  	IN	  	46304
	 Alpha Empire Auto Group, Inc
	  	1100 S Madera Ave	  	Madera	  	CA	  	93637
	 Gerry Raymond’s Auto Center
	  	4803 Rt 51 North	  	Belle Vernon	  	PA	  	15012
	 Lynch Chrysler Dodge Jeep
	  	2606 Main Street	  	East Troy	  	WI	  	53120
	 Crosstown Motors
	  	650 Meadow St	  	Littleton	  	NH	  	3561
	 Crosstown Motors
	  	650 Meadow St	  	Littleton	  	NH	  	3561
	 S.J. Denham
	  	603 S Mount Shasta	  	Mount Shasta	  	CA	  	96067
	 Scgs Holdings Llc
	  	306 W Main St	  	Batavia	  	NY	  	14020
	 Chuck Clancy Dodge Chrysler Jeep Of Cartersville
	  	567 E Main Street	  	Cartersville	  	GA	  	30121
	 Steve Jones Chrysler Dodge Jeep
	  	1110 N Falls Blvd	  	Wynne	  	AR	  	72396
	 Lucas Dodge
	  	1624 Route 38	  	Lumberton	  	NJ	  	8048
	 Brown Dodge Chrysler Jeep
	  	Ih 35 & Hwy 173	  	Devine	  	TX	  	78016
	 Korf Chevrolet Buick Gmc, Inc.
	  	500 W Eighth Ave	  	Yuma	  	CO	  	80759
	 C.S.T. Motors Inc
	  	2705 W 1st Street	  	Craig	  	CO	  	81625
	 East Tulsa Dodge Inc
	  	4627 S Memorial Drive	  	Tulsa	  	OK	  	74145
	 S.J. Denham
	  	772 N Market St	  	Redding	  	CA	  	96003


  
 37 










 (Exhibit C continued) 

 

 Canada 
  

									
	 Dealership Name
	  	 Address
	  	 City
	  	 State
	  	 Zip Code

	 Braby Motors Ltd.
	  	Box 880	  	Salmon Arm	  	BC	  	V1E 4N9
	 Destination Auto Ventures Inc. DBA Destination Chrysler Jeep Dodge N.S.
	  	1600 Marine Drive	  	North Vancouver	  	BC	  	V7P 1T9
	 Tower Chrysler Plymouth Ltd.
	  	10901 MacLeod Trail South	  	Calgary	  	AB	  	T2J 4L3
	 Country Chrysler
	  	1103-14 Street S.E. Box 5667	  	High River	  	AB	  	T1V 1M7
	 Renfrew Chrysler
	  	1920 Bowtrail S.W.	  	Calgary	  	AB	  	T3C 3N4
	 Leduc Chrysler Ltd.
	  	6102-46a Street	  	Leduc	  	AB	  	T9E 7A7
	 Bridge City Chrysler Dodge Jeep Ltd.
	  	3216 1st Ave S.	  	Lethbridge	  	AB	  	T1J 4H2
	 Heritage Chrysler Ltd.
	  	4450 Hwy 12 East	  	Lacombe	  	AB	  	T4L 1A4
	 Nor-Lan Chrysler Inc.
	  	12517-100 Street	  	Grande Prairie	  	AB	  	T8V 4H2
	 Big West Dodge Chrysler Ltd.
	  	4099-50 Street Box 6840	  	Drayton Valley	  	AB	  	T7A 1S2
	 Great West Chrysler
	  	17817 Stoney Plain Rd	  	Edmonton	  	AB	  	T5S 1B4
	 City Plymouth Chrysler (Medicine Hat) Ltd.
	  	982 Redcliff Dr. SW	  	Medicine Hat	  	AB	  	T1A 5E4
	 Lethbridge Dodge Chrysler Jeep
	  	2324 5 Ave North	  	Lethbridge	  	AB	  	T1H 5B5
	 Derrick Dodge (1980) Ltd.
	  	6211 - 104 Street	  	Edmonton	  	AB	  	T6H 2K8
	 Scarsview Chrysler
	  	951 Milner Ave	  	Scarborough	  	ON	  	M1B 5V7
	 Orangeville Chrysler Ltd.
	  	P.Box 302 Hwy 9 East of Hwy 10	  	Orangville	  	ON	  	L9W 2Z7
	 S& M Farquhar & Sons Ltd. o/a North Bay Chrysler
	  	352 Lakeshore Dr.	  	North Bay	  	ON	  	P1A 2C2
	 Windsor Chrysler
	  	10380 Tecumseh Rd. E.	  	Windsor	  	ON	  	N8R 1A7
	 Team Chrysler Jeep Dodge Inc.
	  	777 Bancroft Drive	  	Mississauga	  	ON	  	L5V 2Y6
	 London City Chrysler
	  	1835 Dundas St. E.	  	London	  	ON	  	N5W 3E7
	 Raceway Chrysler
	  	150 Rexdale	  	Etobicoke	  	ON	  	M9W 1P6
	 Dean Myers Chrysler
	  	150 Weber St. S.	  	Waterloo	  	ON	  	N2J 2A8
	 South West Chrysler
	  	658 Sharncliffe Rd. S.	  	London	  	ON	  	N6J 2N4
	 Pinnacle Chrysler
	  	2300 Tecumseh Rd.E.	  	Windsor	  	ON	  	N8Y 4Y9
	 Taylor Chrysler Dodge Inc.
	  	260 Centennial Parkway N.	  	Hamilton	  	ON	  	L8E 2X4
	 Menzies Chrysler
	  	1602 Champlain Ave	  	Whitby	  	ON	  	L1N 6A7
	 Niagara Chrysler Dodge Jeep Inc.
	  	4421 Drummond Rd.	  	Niagara	  	ON	  	L2E 6C5
	 Cooksville Dodge
	  	290-300 Dundas St. E.	  	Mississauga	  	ON	  	L5A 1W9
	 Dilawri Jeep Dodge Chrysler
	  	370 Hunt Club Road West	  	Ottawa	  	ON	  	K2E 1A5
	 Town & Country Chrysler Ltd.
	  	245 Lombard St.	  	Smiths Falls	  	ON	  	K7A 5A5
	 Lapointe Chrysler Dodge Jeep
	  	1398 Pembroke St. West	  	Pembroke	  	ON	  	K8A 7M3
	 Car Canada Chrysler Dodge Jeep
	  	5791 Prince of Wales Drive	  	Manotick	  	ON	  	K4M 1B1
	 Renfrew Chrysler Ltd. (Division of Lapointes Bros Chrysler)
	  	376 O’Brien Rd.	  	Renfrew	  	ON	  	K7B 3Z2
	 Countryside Chrysler Dodge Jeep
	  	458 Talbot St. N.	  	Essex	  	ON	  	N8M 2Y1
	 Elite Chrysler Jeep Inc.
	  	1138 Route 220	  	St-Elie D’Orford	  	QC	  	J1R 0L1
	 Amical Chrysler Dodge Jeep
	  	3354 rue Laval	  	Lac Megantic	  	QC	  	G6B 1A4
	 Jules Baillot et Fils Ltd.
	  	960 boul St-Joseph	  	Gatineau	  	QC	  	J8Z 1T3
	 Rondeau Chrysler Jeep Dodge Inc.
	  	180 Moreau	  	St.Jean-sur-Richelieu	  	QC	  	J2W 2M4
	 Kentville Chrysler Dodge Jeep Inc.
	  	800 Park St.	  	Kentville	  	NS	  	B4N 3X1
	 Dartmouth Dodge Chrysler (1991) Inc.
	  	102 Penhorn Drive	  	Dartmouth	  	NS	  	B2W1K9
	 Halifax Chrysler
	  	12 Lakelands BLvd	  	Halifax	  	NS	  	B3S 1S8
	 Queens Chrysler Ltd.
	  	Highway 3	  	Liverpool	  	NS	  	B0T 1K0


  
 38 









 Schedule I 
 Initial Members of United States Coordinating Committee 
 Ally US Coordinating Committee
Members 
  

	 	•	 	 Mark Manzo, Vice President Alliance Sales 


  

	 	•	 	 Thomas E. Elkins, Vice President North American Operations Originations 



 

	 	•	 	 Tim Russi, Executive Vice President North American Operations 



 

	 	•	 	 Barbara K. Belfore, Vice President Pricing and Revenue Management 


 Ally US Coordinating Committee Ad Hoc Members 
  

	 	•	 	 Thomas Bennert, Commercial Credit Officer 


  

	 	•	 	 Kathleen T. Ruble, Director of Sales Performance- Alliance Sales, Sales Performance and Development 



 

	 	•	 	 Richard N. Morrin, Executive Director, Commercial Credit Operations 



 

	 	•	 	 Karen Holly, Director, Sales Performance, North American Operations Sales Performance- Field 



Chrysler US Coordinating Committee Members 
  

	 	•	 	 Steven Beahm, Vice President US Sales Operations 


  

	 	•	 	 Fred Diaz, CEO of the Ram Brand and Lead Sales Executive 



 

	 	•	 	 Peter Grady, Vice President Network Development and Fleet 



 

	 	•	 	 Michael Novak, Director Sales Finance 


 Chrysler US Coordinating Committee Ad Hoc Members 
  

	 	•	 	 Gerry Quinn, Wholesale & Retail Financial Services Executive Jacob Aumann, Manager US Sales Incentives 



 

	 	•	 	 Allan Haas, Finance Manager of US Sales Incentives 



  
 39