Amendment to the Master Private Label Financing Agreement, dated June 28, 2019 (certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed)

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

SIXTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENT

THIS SIXTH AMENDMENT TO THE MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Sixth Amendment”) is made as of the 28^th day of June, 2019, by and between Santander Consumer USA Inc. (“SCUSA”) and FCA US LLC (formerly known as Chrysler Group LLC) (“FCA US” or “Chrysler”).

WITNESSETH

WHEREAS, SCUSA and FCA US entered into that certain Master Private Label Financing Agreement, dated as of February 6, 2013, as amended by the First Amendment to the Master Private Label Financing Agreement, dated as of February 12, 2014, the Second Amendment to the Master Private Label Financing Agreement, dated as of October 2, 2014, the Third Amendment to the Master Private Label Financing Agreement, dated as of June 15, 2016, the Fourth Amendment to the Master Private Label Financing Agreement, dated as of July 1, 2016 and the Fifth Amendment to the Master Private Label Financing Agreement, dated as of July 2, 2018 (the Master Private Label Financing Agreement, as so amended, the “Agreement”); and

WHEREAS, SCUSA and FCA US desire to amend the Agreement on the terms and conditions hereinafter set forth.

Understands NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SCUSA and FCA US agree as follows:

“Annual Measuring Period” means a 365-day period beginning on May 1st of any given year.

“IntelliScore” means the standard business credit scoring system created by Experian and commonly used by business credit agencies in the United States, together with any successor or replacement system mutually agreed by SCUSA and Chrysler.

“Market Benchmark” (Section 1.01(qq)) is deleted in its entirety from the Agreement and all references and obligations attendant therewith to Market Benchmark in the Agreement are deleted.

“New Chrysler Vehicle” a motor vehicle sold under the Chrysler Marks and distributed through Dealers that has not been previously sold or for which title has not been previously issued.

“Penetration Rate” is Market Share (as reported by JD Power or another mutually acceptable third party) computed by dividing the number of New Chrysler Vehicles for which SCUSA provided the Consumer Financing, for an Annual Measuring Period, by the total New Chrysler Vehicles for which Consumer Financing was provided to a Consumer, for the same Annual Measuring Period.

“Residual Value Losses” are determined as the amount by which all gross proceeds received by SCUSA (including, but not limited to, any (i) purchase fees, (ii) cash payments on account of excess mileage or excess wear and tear caused by leaseholders to their leased vehicles in excess of the contractually permitted mileage or ordinary wear and tear and (iii) insurance proceeds as a result of any collision or other loss with respect to any leased vehicle) related to the disposition of vehicles financed under the Financing Services provided by SCUSA are less than the estimated residual value (contract residual less Chrysler’s residual enhancement subvention, if any); and “Residual Value Gains” are determined as the amount by which all gross proceeds received by SCUSA (including, but not limited to, any (i) purchase fees, (ii) cash payments on account of excess mileage or excess wear and tear caused by leaseholders to their leased vehicles in excess of the contractually permitted mileage or ordinary wear and tear and (iii) insurance proceeds as a result of any collision or other loss with respect to any leased vehicle) related to the disposition of vehicles financed under the Financing Services provided by SCUSA are greater than the estimated residual value (contract residual less Chrysler’s residual enhancement subvention, if any).

“SCUSA Credit Tiers” means [REDACTED].

“Provided that Chrysler treats SCUSA in a manner consistent with Comparable OEM’s treatment of their captive finance providers (“Treatment Parameters”), as defined below, SCUSA shall comply with the key performance metrics set forth in Schedule 4.13 (“Key Performance Metrics”), including the minimum retail and lease Penetration Rates set forth therein. No later than 60 days following the end of each calendar quarter, SCUSA will provide Chrysler with reporting sufficient for Chrysler to determine SCUSA’s lease and retail Penetration Rates during the immediately preceding calendar quarter. Any failure by SCUSA to meet any of the Key Performance Metrics at the at the end of any Annual Measuring Period pursuant to Schedule 4.13 shall be submitted to the Steering Committee and the Steering Committee shall agree on a cure period within which SCUSA shall cure

its failure to meet the Key Performance Metrics. Any dispute related to the Key Performance Metrics shall be addressed pursuant to Section 14.09 of the Agreement. As used herein “Treatment Parameters” means: [REDACTED].”

“(a) Chrysler will provide that [REDACTED] subvented unit Lease volume (“Lease Volume Threshold”) and [REDACTED] subvented unit Retail volume (“Retail Volume Threshold”) is financed through the private label services provided under this Agreement (the “Level of Exclusivity”) in accordance with the Treatment Parameters set forth in this Agreement.”

“(e) No later than 60 days following the end of each calendar quarter, Chrysler will provide SCUSA with reporting sufficient for SCUSA to determine the Level of Exclusivity provided by Chrysler to SCUSA during [REDACTED]. Any failure by Chrysler to meet the Level of Exclusivity measured at the end of any [REDACTED] shall be submitted to the Steering Committee and the Steering Committee shall agree on a cure period for which Chrysler shall cure its failure to meet the Level of Exclusivity. Any dispute related to the Level of Exclusivity shall be addressed pursuant to Section 14.09 of this Agreement.”

“Except as otherwise provided in this Agreement, [REDACTED];”

“(f) For the avoidance of doubt, the risk sharing provisions of this Article VII shall apply to Residual Value Losses and Residual Value Gains on all new lease vehicles financed under the Agreement, regardless of whether such leases (i) reach the maturity of their originally-contracted full term or are terminated prior thereto or (ii) are terminated prior to or after the termination of the Agreement.

(g) The parties expressly agree that the risk-sharing described in this Article VII and included as part of the Residual Value Losses Calculation and Residual Value Gains Calculation shall apply notwithstanding the fact that a lease financed under this Agreement reaches maturity following the termination of this Agreement, and that all of the relevant provisions of this Agreement shall survive with respect to any such lease until such lease reaches maturity (and such reasonable time afterward as is required for the parties to comply with their obligations under the Agreement with respect to such lease, including with respect to the risk-sharing provisions described in this Article VII).”

“(c)    Effective as of April 1, 2019, SCUSA may exclude from the revenue sharing requirements of Section 8.02(a) the following: [REDACTED].

“(c)    The provisions of Section 10.02, Article X, Section 12.02, Section 12.03, Section 12.04, and Section 12.05 shall survive expiration or termination of this Agreement and remain in force and in effect following such expiration or termination as required by Law or to effectuate the termination obligations of this Agreement. Section 7.02(g) and all related provisions of the Agreement, to the extent necessary in connection with survival and implementation of Section 7.02(g), shall survive expiration or termination of this Agreement as set forth in such section.”

“In addition to any confidentiality obligations of the Parties under the existing Confidentiality Agreement, each Party agrees that it shall maintain confidential and, without the prior written consent of the disclosing party, not disclose the Confidential Information to any third party or use it for any purpose other than for the specific purpose for which such Confidential Information has been disclosed to the receiving party, at any time during the term of this Agreement and thereafter. Notwithstanding the preceding sentence, either Party may disclose Confidential Information of the other (a) to its Subsidiaries and Representatives that need to know such Confidential Information in connection with or to facilitate one or both Parties’ performance of this Agreement, or (b) as required to comply with

applicable Law (including, for the avoidance of doubt, any regulation, rule, order or other similar requirement of any governmental, regulatory or supervisory agency, or any stock exchange) or court order; provided that if a Party is required to make such disclosure of the other Party’s Confidential Information pursuant to the foregoing clause (b), it will give reasonable advance notice to the other Party of such disclosure and will use its reasonable best efforts to secure confidential treatment of such Confidential Information in consultation with the other Party prior to its disclosure and disclose only the minimum necessary to comply with such requirements. For the avoidance of doubt, any information provided by one Party to the other Party in connection with Sections 4.13 and 6.01(e) of this Agreement shall constitute Confidential Information.”

“(e) At SCUSA’s request, Chrysler shall promptly provide to SCUSA, to the extent in Chrysler’s possession, the most recently prepared annual consolidated financial statements (in such form as is available) of Chrysler and its subsidiaries (which, for the avoidance of doubt, may be unaudited).”

“(c) If the Steering Committee is unable to resolve any such Dispute at the next scheduled Steering Committee meeting, the Dispute will immediately be escalated to lead members of the Steering Committee for each party, or their designees for the particular matter, for resolution.

(d) Any Dispute that is not resolved by the lead members of the Steering Committee for each party (or their designees for the particular matter) within 30 days of submission to them will immediately be escalated to the Chief Executive Officer of SCUSA and the Chief Executive Officer of Chrysler.

(e) If a Dispute is not resolved within 60 days of the date of escalation to Chief Executive Officer of SCUSA and the Chief Executive Officer of Chrysler, the parties agree in good faith to try to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to litigation or any other dispute resolution mechanism.”

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the day and year first written above.

ATTACHMENT 4.13

Key Performance Metrics

SCUSA’s minimum Penetration Rate shall be: