MASTER TRANSACTION AGREEMENT

Exhibit 10.3

MASTER TRANSACTION AGREEMENT

MASTER TRANSACTION AGREEMENT (this “ Agreement ”) dated as of May 21, 2009, between THE UNITED STATES DEPARTMENT OF THE TREASURY (“ UST ”), GMAC LLC (“ GMAC ”), U.S. DEALER AUTOMOTIVE RECEIVABLES TRANSITION LLC (the “ LLC ”) and CHRYSLER LLC (“ Chrysler ”).

Background

WHEREAS, Chrysler LLC (“ Chrysler ”) and certain of its Subsidiaries have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in U.S. Bankruptcy Court for the Southern District of New York (the “ Chrysler Bankruptcy Filing ”, and such bankruptcy cases, the “ Cases ”, and such court, the “Bankruptcy Court”) and are seeking to complete a sale of substantially all of their assets under Section 363 of the Bankruptcy Code (the “ Chrysler Bankruptcy ”).

WHEREAS, in connection with the Chrysler Bankruptcy Filing, Chrysler and GMAC have entered into a binding Master Automotive Financing Agreement (the “MAFA”) pursuant to which GMAC will make available wholesale inventory and retail financing accommodations to Chrysler dealers and customers on a semi-exclusive basis on the terms and subject to the conditions set forth therein.

WHEREAS, the UST has pledged to support GMAC in promoting the availability of credit for dealers and retail customers by making liquidity and capital available and by providing the capitalization that GMAC requires to support the Chrysler business in connection with which UST will provide certain financing accommodations to Chrysler and pursuant to which Chrysler will transfer certain funds to LLC which will be used solely to reimburse GMAC and its Subsidiaries for certain losses that may be incurred in connection with the foregoing and as otherwise provided for herein.

THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

Terms and Conditions

1.1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Aggregate Funding Amount ” means, as of any date of determination, (i) the sum of the Initial Transfer, the Second Transfer (if such transfer shall have occurred pursuant to Section 2.1) and any Additional Transfers, less (ii) the Reduction Amount (if the Reduction shall have occurred pursuant to Section 6.1(d)).

“ Available Amount ” means, as of any date of determination, the applicable Maximum Amount less the Aggregate Funding Amount on the date of such determination.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under United States federal law or the law of the State of New York.

“ Chrysler Dealer ” means any dealer selling vehicles manufactured by Chrysler or any of its Subsidiaries, or by Reorganized Chrysler that was, as of the date of the Chrysler Bankruptcy Filing, financed by Chrysler Financial Services Americas LLC or any of its Subsidiaries.

“ Chrysler Material Adverse Effect ” means a material adverse effect on (i) the business, results of operation or financial condition of Chrysler and its consolidated Subsidiaries taken as a whole; provided, however, that Chrysler Material Adverse Effect shall not be deemed to include the effects of (A) changes after the Closing Date in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which Chrysler and its Subsidiaries operate, (B) changes or proposed changes after the Closing Date in generally accepted accounting principles in the United States (“ GAAP ”) or regulatory accounting requirements, or authoritative interpretations thereof, or (C) changes or proposed changes after the Closing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on Chrysler and its consolidated Subsidiaries taken as a whole relative to comparable U.S. automotive manufacturers); or (ii) the ability of Chrysler to consummate the transactions contemplated by this Agreement and perform its obligations hereunder on a timely basis.

“ Dealer Review Period ” means the period running from the Closing Date to the date that is six months after the Closing Date.

“ Deficiency Amount Notice ” means a certificate by an authorized officer of LLC stating (i) that the cash balance then in the Loss Sharing Payment Account is not greater than $75 million and (ii) the amount required to bring the cash balance in the Loss Sharing Payment Account to $100 million (the “ Deficiency Amount ”), and in each case certifying that the amounts set forth in such certificate are true and correct.

“ Equity Interests ” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity, ownership or profits of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ GM Dealer ” means any dealer selling vehicles manufactured by General Motors Corporation or its Subsidiaries (or any successor thereto) that was, as of the date of the Chrysler Bankruptcy Filing, financed by Chrysler Financial Services Americas LLC or any of its Subsidiaries.

“ GMAC Knowledge ” means the actual knowledge of the Chief Executive Officer of GMAC.

“ GMAC Material Adverse Effect ” means a material adverse effect on (i) the business, results of operation or financial condition of GMAC and its consolidated Subsidiaries taken as a whole; provided, however, that GMAC Material Adverse Effect shall not be deemed to include the effects of (A) changes after the Closing Date in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which GMAC and its Subsidiaries operate, (B) changes or proposed changes after the Closing Date in generally accepted accounting principles in the United States (“ GAAP ”) or regulatory accounting requirements, or authoritative interpretations thereof, or (C) changes or proposed changes after the Closing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on GMAC and its consolidated Subsidiaries taken as a whole relative to comparable U.S. banking or financial services organizations); or (ii) the ability of GMAC to consummate the transactions contemplated by this Agreement and perform its obligations hereunder on a timely basis.

“ Governmental Entities ” means all foreign, federal, state, provincial, local or other governmental or administrative authority or regulatory body of competent jurisdiction, or any court, tribunal, judicial or arbitral body.

“ LLC Agreement ” means the Limited Liability Company Operating Agreement, dated as of the date hereof and attached as Exhibit A , of LLC, as it may be amended, modified, supplemented or superseded from time to time.

“ Losses ” means any and all losses, liabilities, costs, interest, settlement payments, awards, judgments, costs, fees, fines, penalties, damages, expenses, deficiencies or other charges or expenses.

“ Maximum Amount ” means $600,000,000; provided that on and after the date of a Successful Restructuring Transaction, the Maximum Amount shall mean the lesser of (i) $450,000,000 or (ii) 90% of the aggregate principal amount of all Qualifying Dealer Loans then outstanding.

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“ Non-Underwritten Dealers ” means Chrysler Dealers, GM Dealers and Other OEM Dealers that GMAC or any GMAC Subsidiary agreed as of the Closing Date to evaluate for inclusion in a financing relationship underwritten by GMAC or any GMAC Subsidiary, and that GMAC or the applicable GMAC Subsidiary declines to offer dealer financing prior to the conclusion of the Dealer Review Period.

“ Other OEM Dealer ” means any dealer selling vehicles manufactured by any manufacturer other than Chrysler or General Motors Corporation or any of their respective Subsidiaries that was, as of the date of the Chrysler Bankruptcy Filing, financed by Chrysler Financial Services Americas LLC or any of its Subsidiaries.

“ Other OEM Dealer Loan ” means a loan funded during the period commencing on the Closing Date and ending on the Trigger Date by GMAC or any GMAC Subsidiary to an Other OEM Dealer to finance such dealer’s acquisition of a new vehicle manufactured by any manufacturer other than Chrysler, General Motors Corporation or any of their respective Subsidiaries or any used vehicle of any manufacturer.

“ Outstanding Loan Amount ” means, as of any date, the aggregate principal amount of all Qualifying Dealer Loans, all Disqualified Dealer Loans and all Other OEM Dealer Loans then outstanding.

“ Permitted Investments ” means (a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America, in either case maturing within one year from the date of purchase; (b) certificates of deposit which mature within 30 days, issued by any U.S. bank, bank and trust company, or national banking association with capital in excess of $500 million and which has short-term and long-term debt ratings assigned by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service, Inc. or, if such organizations no longer exist, any similar rating agency, in one of the two highest rating categories; and (c) money market funds that are (i) invested solely in direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America and (ii) which have short-term debt ratings assigned by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service, Inc. or, if such organizations no longer exist, any similar rating agency, of the highest rating category.

“ Person ” shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof, or any other entity whatsoever.

“ Qualifying Dealer Loan ” means a loan funded during the period commencing on the Closing Date and ending on the Trigger Date by GMAC or any GMAC Subsidiary to a Chrysler Dealer or a GM Dealer to finance such dealer’s acquisition of a vehicle manufactured by Chrysler or Reorganized Chrysler or any of their respective Subsidiaries or General Motors Corporation or any of its Subsidiaries, respectively, or any used vehicle of any manufacturer; provided , that all loans funded and outstanding to an Underwritten Dealer or a Non-Underwritten

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Dealer for which there is a valid and enforceable repurchase agreement with Reorganized Chrysler or General Motors Corporation or any of its Subsidiaries (or any successor thereto), as applicable, with respect to the underlying vehicles shall be deemed not to be Qualifying Dealer Loans after the occurrence of a Successful Restructuring Transaction (“ Disqualified Dealer Loans ”); provided further , however , that any Losses incurred by GMAC or any GMAC Subsidiary as a result of fraud committed by (i) the Chrysler Dealers or GM Dealers in respect of Disqualified Dealer Loans or (ii) the Other OEM Dealers in respect of Other OEM Dealer Loans shall, in each case, be deemed to be Qualifying Losses and such loans shall be deemed to be Qualifying Dealer Loans but only to the extent of such fraud-related Losses and fifty percent (50%) of the costs related to the exercise of remedies with respect thereto.

“ Qualifying Losses ” means any Losses incurred in connection with a Qualifying Dealer Loan funded by GMAC or any GMAC Subsidiaries to an Underwritten Dealer or a Non-Underwritten Dealer, including, without limitation, (i) any Losses relating to fraud, (ii) fifty percent (50%) of any Losses related to the exercise of remedies with respect to any Qualifying Dealer Loan, and (iii) Losses representing the difference between (x) the amount of a Qualifying Dealer Loan funded to an Underwritten Dealer or a Non-Underwritten Dealer, as the case may be, and (y) the gross amount recovered by GMAC or any GMAC Subsidiary in respect of such Qualifying Dealer Loan after GMAC or the applicable GMAC Subsidiary has exhausted reasonable remedies (other than any reimbursement pursuant hereto) for portions of such Losses, including, without limitation, but subject to GMAC’s business practices for loans that are not subject to reimbursement by LLC, the sale of the vehicle and recovery of any deficiency claim in related bankruptcy proceedings as well as recourse to any repurchase agreement with Chrysler or Reorganized Chrysler, as the case may be.

“ Reorganized Chrysler ” means any person to whom Chrysler transfers (by merger, consolidation, reorganization or otherwise) all or a significant portion of its and its Subsidiaries’ assets in connection with the Chrysler Bankruptcy.

“ SEC ” means the United States Securities and Exchange Commission.

“ Subsidiary ” means any corporation, partnership, joint venture, limited liability company or other entity (x) of which such Person or a subsidiary of such Person is a general partner or (y) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such entity, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof. For the avoidance of doubt, LLC is a Subsidiary of GMAC.

“ Successful Restructuring Transaction ” means the sale of all or substantially all of the assets of Chrysler and its Subsidiaries to New Carco Acquisition LLC (“New Chrysler”) pursuant to that certain Master Transaction Agreement, dated as of April 30, 2009, by and among Fiat S.p.A., New Chrysler, Chrysler and certain of Chrysler’s subsidiaries , or any other sale of all or substantially all of the assets of Chrysler and its Subsidiaries in a substantially similar transaction pursuant to which this Agreement is assumed by the purchaser in such transaction.

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“ Trigger Date ” means the later to occur of (x) the consummation of a Successful Restructuring Transaction and (y) the completion of the Dealer Review Period.

“ Underwritten Dealers ” means Chrysler Dealers, GM Dealers and Other OEM Dealers to which GMAC or any GMAC Subsidiary has agreed to offer wholesale inventory financing on an underwritten basis during or at the conclusion of the Dealer Review Period.

1.2. Interpretations . When a reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” “Annexes” or “Schedules” such reference shall be to a Recital, Article or Section of, or Annex or Schedule to, this Agreement, unless otherwise indicated. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this Agreement as a whole and not to any particular section or provision, unless the context requires otherwise. The headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars” mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section. References in this Agreement to loans funded by or Losses of GMAC shall include loans funded by or Losses of GMAC Subsidiaries, as applicable.

2.1. Initial Transfer . For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on the Closing Date, Chrysler shall transfer to LLC $50,000,000 in immediately available funds without condition or deduction for any defense, recoupment, set off or counterclaim (the “ Initial Transfer ”) and hereby commits to transfer to LLC, subject only to the satisfaction by UST of its obligations set forth in section 6.5 hereof and the approval of the Bankruptcy Court presiding over the Cases, an additional $550,000,000 in immediately available funds without condition or deduction for any defense, recoupment, set off or counterclaim on or prior to May 22, 2009 (the “ Second Transfer ”).

2.2. Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the Initial Transfer (the “Closing”) will take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York, at 5:00 p.m. New York City Time on May 21, 2009, or at such other place, time and date as shall be agreed between GMAC, Chrysler and UST. The time and date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .”

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Except as set forth on Schedule A attached hereto, LLC represents and warrants as of the Closing Date as follows:

3.1. Organization and Good Standing . LLC has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with the necessary power and authority to own its properties and conduct its business in all material respects as currently conducted. LLC Agreement and all amendments thereto, copies of which have been provided to Chrysler and UST, are true, complete and correct copies of such documents as in full force and effect as of the date of this representation. LLC does not have any employees.

3.2. Capitalization . All of the issued and outstanding membership interests of LLC (including securities convertible into, or exercisable or exchangeable for, equity securities of LLC) (the “ Common Membership Interests ”) are owned by GMAC. The Common Membership Interests have been duly authorized and are validly issued and outstanding and were not issued in violation of any preemptive rights. As of the date hereof, LLC does not have outstanding any securities or other obligations providing the holder the right to acquire any membership interests other than the Common Membership Interests and GMAC has not made any other commitment to authorize, issue or sell any membership interests other than pursuant hereto.

3.3. Authorization, Enforceability .

(a) LLC has the requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by LLC of this Agreement and the consummation of the transactions contemplated