2014 Model Year Competitive Assistance Program

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1 2014 Model Year Competitive Assistance Program SUBMITTED: October 30, 2013 FOR: PREPARED FOR: Project Manager GM CANADA FLEET AND COMMERCIAL National Commercial Accounts Manager Office: Fax: Mobile: General Motors of Canada 1908 Colonel Sam Drive Oshawa, ON L1H 8P7

2 October 30, 2013 Moline, Illinois Dear John, General Motors of Canada Limited (GMCL) Fleet and Commercial Operations is pleased to offer John Deere- Dealer the attached Competitive Assistance Program in response to your company's representation of competitive offers. GMCL pays all sales allowances to dealers, who in turn pass the credits on to the end customer. To ensure accurate and timely payment of Competitive Assistance, use of the Processing Code and FAN is required on all vehicle order requests and delivery reporting data for models specified as eligible for Competitive Assistance. It is imperative that you communicate the Processing Code and FAN to your dealer or leasing company prior to placing an order. All vehicles delivered under this program must be licensed and registered in John Deere-Dealer name or the name of their Fleet Management Company, and retained by John Deere- Dealer owners for use in Canada for a minimum of 6 months and 12,000 kms. On behalf of General Motors of Canada Fleet and Commercial Operations, I would like to thank you for allowing us the opportunity to be your fleet company for the 2014 model year. Very truly yours, National Commercial Accounts Manager We request that all contents of this agreement remain confidential. List of Attachments Model Year Competitive Assistance Program Agreement _2014_ A2_ Page 2 of 5

3 The Competitive Assistance detailed below is offered for the 2014 model year. ALLOWANCES FOR ELIGIBLE MODELS Model Year Chevrolet Sonic (non-ls 1SA) $1,250 Chevrolet Trax $2,000 Chevrolet Cruze (non-ls 1SA) $2,250 Chevrolet Malibu $4,000 Chevrolet Impala $4,250 Cadillac CTS - Sedan $4,000 Cadillac CTS - Wagon $6,300 Chevrolet Express/GMC Savana Gas $7,000 Chevrolet Express/GMC Savana Diesel $7,000 Chevrolet Equinox $4,500 Chevrolet Orlando $2,000 GMC Acadia $3,500 Chevrolet Traverse $3,500 Cadillac Escalade $11,800 Chevrolet/GMC 1500 Pickup - Reg Cab $6,000 Chevrolet/GMC 1500 Pickup - Double Cab $8,000 Chevrolet/GMC 1500 Pickup - Crew Cab $8,500 Chevrolet/GMC 2500/ Reg Cab $11,000 Chevrolet/GMC 2500/ Crew Cab $12,000 Minimum Purchase Requirement 5 TERMS AND CONDITIONS OF Eligible Models All new GM cars and trucks purchased and operated in Canada, whether or not listed above as receiving Competitive Assistance, will count toward the minimum purchase requirement. Other models may be added upon agreement by both parties _2014_ A2_ Page 3 of 5

4 Payment of Competitive Assistance ("CA") Incentive GM Canada credits the delivering dealer on the factory invoice (provided the Processing Code and FAN were entered with the order), or upon application by dealer for units out of dealer inventory or orders with missing FAN and/or processing code information. The dealer must pass the entire amount of the CA credit to the end customer. Confidentiality agrees to maintain the strict confidentiality of this agreement and not to disclose its terms or existence to any other person or entity, except to the extent required by law or required to obtain legal or financial advice in respect to this agreement. Complete Vehicle Model Redesign If during the term of this agreement a vehicle is redesigned / refreshed, General Motors of Canada Limited, reserves the right to adjust the Competitive Assistance allowances. Vehicle Pricing If the dealer invoice price is reduced during the term of this agreement, for a comparably equipped vehicle, General Motors of Canada Limited, reserves the right to reduce the Competitive Assistance allowances listed above by the amount of the price reduction. Price Protection Price Protection is provided for the 2014 model year at the price level in effect on July 15, Price Protection pertains to factory ordered units only (excludes out-of-stock units) and applies only to those specific vehicles identified as receiving Competitive Assistance. Price Protection includes increases based on economics and destination and freight charges. Price Protection excludes vehicle price increases made necessary due to equipment adjustments, government-mandated equipment, and optional equipment made standard. Eligibility and Documentation Requirements John Deere-Dealer owners are eligible for the Competitive Assistance included in this agreement. To qualify, a franchisee must provide business and relationship documentation to the selling dealer / Fleet Management Company. The dealer / Fleet Management Company must maintain a copy of substantiating documentation in the deal jacket for audit purposes. Required Business Documentation: (One Required) - Valid GM Fleet Account number - GST/HST/QST Registration # Relationship Documentation: (One Required) - agreement - certificate - Official letter from John Deere-Dealer documenting relationship Ownership Requirements All vehicles delivered under this program must be licensed and registered in John Deere-Dealer name or the name of their Fleet Management Company, and retained by John Deere-Dealer owners for use in Canada for a minimum of 6 months and 12,000 kms _2014_ A2_ Page 4 of 5

5 VEHICLE ORDERING REQUIREMENTS For all brands listed in the agreement that are eligible to receive competitive assistance allowances: It is mandatory that the Processing Code and FAN appear on every order request placed by the dealership or Fleet Management Companies. The FAN is required on all delivery reporting entries via the GM Customer Delivery Reporting (CDR) system. SIGNATURES This competitive assistance offer is valid for 45 days from the date approved by GMCL and will expire on December 13, 2013 unless accepted in writing by and returned prior to the expiration date. GMCL reserves the right, acting at its sole discretion, to amend or revoke this program in whole or in part and to amend or revoke any or all of the privileges or rights of. acknowledges the fleet program eligibility requirements previously entered into (FAN) and agrees to comply with them. Signature of Commercial Account Representative Title Date National Commercial Accounts Manager October 30, 2013 Signature of GM Representative, Title Date PLEASE RETURN TO RALPH MURPHY, YOUR NATIONAL COMMERCIAL ACCOUNTS MANAGER _2014_ A2_ Page 5 of 5

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