0001193125-11-106875 Sample Contracts

AUTO FINANCE OPERATING AGREEMENT
Finance Operating Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies

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:

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AMENDED AND RESTATED LOAN AGREEMENT By and Among CHRYSLER CANADA INC., as Borrower, and THE OTHER LOAN PARTIES and EXPORT DEVELOPMENT CANADA, as Lender Dated as of June 10, 2009
Loan Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Ontario

AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 10, 2009, among CHRYSLER CANADA INC., a corporation established pursuant to the laws of Canada (the “Borrower”), the other Loan Parties, and EXPORT DEVELOPMENT CANADA, a corporation established pursuant to the laws of Canada (the “Lender”).

FIRST LIEN CREDIT AGREEMENT among NEW CARCO ACQUISITION LLC, (to be renamed CHRYSLER GROUP LLC) as the Borrower, and THE LENDERS PARTIES HERETO FROM TIME TO TIME Dated as of June 10, 2009
Security Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • New York

FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of June 10, 2009, by and between NEW CARCO ACQUISITION LLC, a Delaware limited liability company (the “Borrower”), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender”).

THIRD AMENDMENT TO LLC OPERATING AGREEMENT
LLC Operating Agreement • April 25th, 2011 • Chrysler Group LLC • Motor vehicles & passenger car bodies • Delaware

THIS THIRD AMENDMENT (the “Amendment”) TO THE LLC Agreement (defined below) is made and entered into as of April 5, 2011 by and among UAW RETIREE MEDICAL BENEFITS TRUST (“VEBA”) and UAW VEBA HOLDCO CH-00, LLC, UAW VEBA HOLDCO CH-01, LLC, UAW VEBA HOLDCO CH-02, LLC, UAW VEBA HOLDCO CH-03, LLC, UAW VEBA HOLDCO CH-04, LLC, UAW VEBA HOLDCO CH-05, LLC, UAW VEBA HOLDCO CH-06, LLC, UAW VEBA HOLDCO CH-07, LLC, UAW VEBA HOLDCO CH-08, LLC, UAW VEBA HOLDCO CH-09, LLC, UAW VEBA HOLDCO CH-10, LLC, UAW VEBA HOLDCO CH-11 LLC and UAW VEBA HOLDCO CH-12, LLC (collectively, the “VEBA Holdcos”), FIAT NORTH AMERICA LLC (“Fiat”), THE UNITED STATES DEPARTMENT OF THE TREASURY (“US Treasury”), and CANADA CH INVESTMENT CORPORATION (FORMERLY NAMED 7169931 CANADA, INC.)(“Canada” and, together with VEBA and VEBA Holdcos, Fiat and US Treasury, the “Parties”).

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