Hearing Date and Time: May 20, 2009 at 11:00 a.m., E.T. Objection Deadline: May 15, 2009 at 12:00 p.m., E.T.

NYI-4181574v3

JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Corinne Ball Veerle Roovers JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 521-3939 Facsimile: (404) 581-8309 Jeffrey B. Ellman Proposed Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- In re Chrysler LLC, et al.,

Debtors.

---------------------------------------------------------------

x : : : : : : : : x

Chapter 11 Case No. 09-50002 (AJG) (Jointly Administered)

APPLICATION PURSUANT TO BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a) AND 328(a) OF THE

BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

NYI-4181574v3 2

TO THE HONORABLE ARTHUR J. GONZALEZ UNITED STATES BANKRUPTCY JUDGE:

Chrysler LLC and certain of its affiliates, as debtors and debtors in possession in

the above-captioned chapter 11 cases (collectively, the “Debtors,” and together with their non-

debtor affiliates, “Chrysler”), submit this application (the “Application”) for authorization to

employ and retain Greenhill & Co., LLC (“Greenhill”) as investment banker for the Debtors,

nunc pro tunc to the Petition Date (as defined below), and respectfully represent as follows:

Relief Requested1

1. By this Application, the Debtors request, pursuant to sections 327(a) and 328(a)

of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of the

Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”), that the Court authorize the

Debtors to employ and retain Greenhill as investment banker for the Debtors, nunc pro tunc to

the Petition Date. The terms and conditions of Greenhill’s proposed retention by the Debtors are

set forth in that certain engagement letter between the Debtors and Greenhill, dated April 23,

2009 (the “Greenhill Agreement”), a copy of which is attached hereto as Exhibit “A” and

incorporated by reference herein. The facts and circumstances supporting the Application are set

forth in the Declaration of Bradley A. Robins, dated May 6, 2009 (the “Robins Declaration”), a

copy of which is attached hereto as Exhibit “B”.

2. The Debtors believe that Greenhill’s retention should be approved because its

services are required, Greenhill is highly qualified and disinterested, and the terms of its

retention are fair. A proposed order (the “Proposed Order”) is attached hereto as Exhibit "C."

1 A detailed description of the events leading up to this chapter 11 filing is set forth more fully in the Declaration

of Ronald E. Kolka in Support of First Day Pleadings, filed on April 30, 2009, the date the Debtors filed their chapter 11 petitions (the “Petition Date”).

NYI-4181574v3 3

Jurisdiction

3. Pursuant to 28 U.S.C. §§ 157 and 1334 and Standing Order M-61 of the United

States District Court for the Southern District of New York, dated July 10, 1984 (Ward, Acting

C.J.), the Court has jurisdiction to consider and grant the relief requested herein. A proceeding

to consider and grant such relief is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is

proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Basis for Relief Requested

4. Pursuant to section 327(a) of the Bankruptcy Code, a debtor in possession is

authorized to employ professional persons “that do not hold or represent an interest adverse to

the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in

carrying out [its] duties under [the Bankruptcy Code.]” Section 1107(b) of the Bankruptcy Code

provides that “a person is not disqualified for employment under section 327 of [the Bankruptcy

Code] by a debtor in possession solely because of such person’s employment by or

representation of the debtor before the commencement of the case.” Further, under section 328

of the Bankruptcy Code, a professional may be employed “on any reasonable terms and

conditions of employment, including on a retainer, on an hourly basis, on a fixed percentage fee

basis, or on a contingent fee basis.”

5. As required by Bankruptcy Rule 2014(a), this Application sets forth the

following: (a) the specific facts showing the necessity for Greenhill’s employment, (b) the

reasons for the Debtors’ selection of Greenhill as their investment banker in connection with

their chapter 11 cases, (c) the professional services to be provided by Greenhill, (d) the

arrangement between the Debtors and Greenhill with respect to Greenhill’s compensation, and

(e) to the best of the Debtors’ knowledge, the extent of Greenhill’s connections, if any, to certain

NYI-4181574v3 4

parties in interest in these chapter 11 cases.

Greenhill’s Qualifications

6. Greenhill is well qualified to serve as the Debtors’ investment banker. Greenhill

is a leading corporate finance investment bank and has provided financial advice to numerous

major corporate entities and investors worldwide. Moreover, Chrysler selected Greenhill based

on its experience and expertise in providing financial advisory and investment banking services

in chapter 11 cases and mergers-and-acquisitions. Greenhill’s restructuring professionals have

extensive experience in advising debtors and other constituents in chapter 11 cases and have

served as financial advisors and investment bankers to numerous debtors and creditors in

restructurings involving, among others, BearingPoint, Inc., Constar International Inc., Delphi

Corp., Refco, Bethlehem Steel Corporation, Eclipse Aviation Corp., AMRESCO, Regal

Cinemas, Inc., United Artists Theatre Circuit, Inc., AmeriServe Food Distribution, Inc., US

Office Products, Inc. and Weblink Wireless, Inc.

7. Greenhill has substantial expertise in advising troubled companies in connection

with asset sales and related issues. Greenhill also is very familiar with the Debtors’ businesses

and financial affairs, and, as a consequence, its engagement will facilitate the provision of the

services required by the Debtors in their chapter 11 cases.

8. The Debtors desire to continue to use the services of Greenhill in these chapter 11

cases pursuant to the terms of the Greenhill Agreement, and Greenhill has agreed to perform

such professional services pursuant to the Greenhill Agreement consistent with section 328 of

the Bankruptcy Code. The services to be provided by Greenhill are necessary and beneficial to

the Debtors, their estates, and creditors. Greenhill is already familiar with the Debtors’ business

and financial practices as a result of services provided to the Debtors prior to the Petition Date.

NYI-4181574v3 5

Thus, the Debtors believe that Greenhill is well suited and qualified to serve as an investment

banker for them in a cost-effective, efficient, and timely manner.

9. Pursuant to the Greenhill Agreement, Greenhill will provide such investment

banking services as Greenhill and the Debtors deem appropriate and feasible in the course of

these chapter 11 cases, including the investment banking services to the Debtors, as described

below.

Summary of Services to be Provided2

10. On March 6, 2009, representatives of Greenhill were approached by

representatives of Chrysler in relation to an engagement with respect to a potential alliance

between Chrysler and Fiat S.p.A. (“Fiat”) as outlined by a term sheet agreed between the parties

in January 2009 (a “Transaction”). On March 13, 2009, the parties formalized Greenhill’s

initial engagement by execution of a written engagement letter (the “Initial Engagement

Letter”). On or about April 23, 2009, the scope of Greenhill’s engagement was amended in

anticipation of the Fiat deal structure changing from an out-of-court transaction to a sale pursuant

to section 363 of the Bankruptcy Code.

11. As more fully set forth in the Greenhill Agreement, the services that Greenhill

will provide to the Debtors include:

a. rendering an opinion to the Board of Managers of Chrysler LLC (the “Company”) as to the fairness, from a financial point of view, of the consideration to be paid or received by the Company (and, if applicable, the Company’s shareholders) in connection with a proposed Transaction (an “Opinion;” it being understood that the Opinion shall be in such form and with such assumptions and qualifications as determined appropriate by Greenhill);

b. participating in hearings before the Bankruptcy Court with respect 2 This summary is for convenience purposes only. To the extent that the summary conflicts with the Greenhill

Agreement, the Greenhill Agreement shall govern. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Greenhill Agreement.

NYI-4181574v3 6

to the matters upon which Greenhill has delivered an Opinion, including, as relevant, coordinating with the Company’s counsel with respect to testimony in connection therewith and testifying;

c. evaluating proposals received by the Company relating to specific assets following the Company’s filing under chapter 11 of the Bankruptcy Code;

d. evaluating proposals for some or all of the Company’s assets as an alternative to the Transaction with Fiat; and

e. evaluating or delivering an Opinion on an amended deal with Fiat or another potential purchaser that materially differs from the deal in respect of which Greenhill delivered its initial Opinion.

12. The Debtors require qualified professionals to render these essential professional

services. As noted above, Greenhill has substantial expertise in all of the areas for which they

are proposed to be retained. Accordingly, the Debtors submit that Greenhill is well qualified and

best suited to perform these services and assist the Debtors in these chapter 11 cases.

13. Pursuant to section 328(a) of the Bankruptcy Code, the Debtors may retain

Greenhill on any reasonable terms and conditions. Prior to the Petition Date, the Debtors

negotiated the Greenhill Agreement, a commercially reasonable compensation and employment

agreement. The Debtors request approval of the Greenhill Agreement, including the

compensation provisions pursuant to section 328(a) of the Bankruptcy Code. The Debtors and

Greenhill have agreed that Greenhill shall be paid as set forth, in detail, in the Greenhill

Agreement and the Robins Declaration and shall be reimbursed according to Greenhill’s

customary reimbursement policies.

14. Pursuant to the Greenhill Agreement, Greenhill will be compensated as follows:

a. Initial Advisory Fee. An initial advisory fee of $250,000 (the “Initial Advisory Fee”), payable in cash promptly upon execution of the Greenhill Agreement.

b. Opinion Fee. An opinion fee in an amount of $3,000,000 (the “Opinion Fee”), payable in cash immediately prior to the time

NYI-4181574v3 7

Greenhill delivers an Opinion.

c. Transaction Fee. A transaction fee in an amount of $1,000,000 (the “Transaction Fee”), payable in cash (i) upon consummation of a Transaction on which Greenhill has delivered an Opinion (whether or not consummated during the term of the Greenhill Agreement) or (ii) upon the consummation of a Transaction within 12 months from the date of the execution of the Greenhill Agreement.

d. Other Fees. A fee to be mutually agreed on by the Company and Greenhill if Greenhill is asked (i) to evaluate, and spends significant time evaluating, any proposals for some or all of the Company’s assets as an alternative to the Transaction with Fiat or (ii) to evaluate or deliver an Opinion on an amended transaction with Fiat that materially differs from the deal in respect of which Greenhill delivered its initial Opinion.

e. Fees and Expenses. In addition to any fees that may be payable to Greenhill under the Greenhill Agreement (and regardless of whether a Transaction occurs), the Company agrees from time to time upon request, to promptly reimburse Greenhill for reasonable travel and other out-of-pocket expenses incurred by Greenhill in performing its services under the Greenhill Agreement, including the reasonable fees and expenses of legal counsel.

15. The Initial Advisory Fee was paid pursuant to the Initial Engagement Letter on

March 31, 2009, upon execution of the Greenhill Agreement, and the Opinion Fee was paid on

April 29, 2009, prior to the delivery of the Opinion to the Board of Managers of Chrysler LLC.

16. The Debtors are advised by Greenhill that it is not the general practice of

investment banking firms to keep detailed time records similar to those customarily kept by

attorneys. While in some instances Greenhill has maintained time records in bankruptcy cases,

Greenhill believes in this case it should be excused from this requirement given the nature of the

services to be provided and the size, complexity, and scope of the case. Most professionals

within Greenhill, including most of the professionals that Greenhill has involved in this case, do

not keep time records in connection with the performance of their services. In order to

demonstrate the services provided by Greenhill to the Debtors, each month Greenhill will file a

NYI-4181574v3 8

schedule that identifies those professionals which have provided services on behalf of the

Debtors and that provides a general description of the services performed by such professionals.

17. The hours worked, the results achieved, and the ultimate benefit to the Debtors of

the work performed by Greenhill in connection with its engagement may vary and the Debtors

and Greenhill have taken this into account in setting the above fees. The compensation structure

described above was established to reflect the difficulty of the extensive assignments Greenhill

has undertaken and continues to undertake and the potential that the Debtors might not

consummate a Transaction.

18. Greenhill’s restructuring expertise, mergers and acquisitions capabilities, as well

as its capital markets knowledge and financing skills, some or all of which have been and will be

required by the Debtors during the term of Greenhill’s engagement, were important factors in

determining the above fee structure (including the Transaction Fee). Consequently, the ultimate

benefit to the Debtors of Greenhill’s services cannot be measured merely by reference to the

number of hours to be expended by Greenhill’s professionals in the performance of such

services.

19. In addition, given the numerous issues which Greenhill may be required to

address in the performance of its services hereunder, Greenhill’s commitment to the variable

level of time and effort necessary to address all such issues as they arise, and the market prices

for Greenhill’s services for engagements of this nature in an out-of-court context, as well as in

chapter 11, the Debtors believe that the fee arrangements in the Greenhill Agreement are

reasonable under the standards set forth in section 328 of the Bankruptcy Code. As part of the

overall compensation payable to Greenhill under the terms of the Greenhill Agreement, the

Debtors have agreed to the reimbursement, indemnification, and contribution obligations as

NYI-4181574v3 9

described herein. The Debtors believe that such provisions are customary and reasonable for

investment banking engagements in chapter 11.

Approval of Engagement Pursuant to Section 328(a) of the Bankruptcy Code

20. Section 328 of the Bankruptcy Code provides, in relevant part, that a debtor “with

the court’s approval, may employ or authorize the employment of a professional person under

section 327 . . . on any reasonable terms and conditions of employment, including on a retainer,

on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” Thus,

section 328(a) permits the Court to approve the terms of Greenhill’s engagement as set forth in

the Greenhill Agreement.

21. As recognized by numerous courts, Congress intended in section 328(a) of the

Bankruptcy Code to enable debtors to retain professionals pursuant to specific fee arrangements

to be determined at the time of the court’s approval of the retention, subject to reversal only if

the terms are found to be improvident in light of “developments not capable of being anticipated

at the time of the fixing of such terms and conditions.” See Donaldson, Lufkin & Jenrette Sec.

Corp. v. Nat’l Gypsum Co. (In re Nat’l Gypsum Co.), 123 F.3d 861, 862-63 (5th Cir. 1997) (“If

the most competent professionals are to be available for complicated capital restructuring and the

development of successful corporate reorganization, they must know what they will receive for

their expertise and commitment.”).

22. The Debtors believe that the fee and expense structure and the indemnification

and related provisions set forth in the Greenhill Agreement are reasonable terms and conditions

of employment and should be approved under section 328(a) of the Bankruptcy Code. They

appropriately reflect the nature of the services to be provided by Greenhill and the fee structures

and indemnification provisions typically utilized by Greenhill and other leading financial

NYI-4181574v3 10

advisory firms, which do not bill their clients on an hourly basis and generally are compensated

on a transactional basis. In particular, the Debtors believe that the proposed fee structure creates

a proper balance between fixed and contingency fees based on the successful consummation of

relevant transactions.

23. The Debtors submit that the fee and expense structure and the indemnification and

related provisions are reasonable terms and conditions of employment in light of (i) industry

practice, (ii) market rates charged for comparable services both in and out of the chapter 11

context, (iii) Greenhill’s substantial experience with respect to financial advisory services, and

(iv) the nature and scope of work performed by Greenhill in these chapter 11 cases.

Indemnification

24. As more fully set forth in Schedule A to the Greenhill Agreement, as part of the

overall compensation payable to Greenhill under the terms of the Greenhill Agreement, the

Debtors have agreed to indemnify and hold harmless Greenhill, its affiliates and their respective

officers, directors, employees, agents and each other entity or person, if any, controlling

Greenhill or any of its affiliates (collectively the “Indemnified Parties”), from and against

losses, claims, damages, demands and liabilities (or actions or proceedings in respect thereof),

joint or several, related to or arising in any manner out of any activities performed or services

furnished pursuant to the Greenhill Agreement, the transactions contemplated thereby or

Greenhill’s role in connection therewith (the “Indemnified Activities”). In addition, the Debtors

will promptly reimburse the Indemnified Parties for all reasonable expenses (including, without

limitation, fees and expenses of legal counsel at rates typical for such counsel), as incurred, in

connection with, related to, or arising out of any Indemnified Activities, and enforcing any

Indemnified Parties’ right under the Greenhill Agreement. Notwithstanding the foregoing, the

NYI-4181574v3 11

Greenhill Agreement provides that the Debtors shall not be liable in respect of any losses,

claims, damages, demands, liabilities or expenses that a court of competent jurisdiction shall

have determined by final nonappealable judgment resulted solely from the gross negligence or

willful misconduct of an Indemnified Party.

25. The Debtors and Greenhill believe that the terms of the Greenhill Agreement are

customary and reasonable for investment banking engagements, both out-of-court and in chapter

11 proceedings. See, e.g., United Artists Theatre Co. v. Walton (In re United Artists Theatre

Co.), 315 F.3d 217, 234 (3d Cir. 2003) (finding indemnification agreement between debtor and

financial advisor reasonable under section 328); In re BearingPoint, Inc., Ch. 11 Case No. 09-

10691 (Bankr. S.D.N.Y. April 17, 2009) (Docket No. 473) (approving retention and

indemnification of Greenhill); In re Lehman Brothers Holdings Inc., Ch. 11 Case No. 08-13555

(JMP) (Bankr. S.D.N.Y. Dec. 17, 2008) (Docket No. 2275) (approving retention and

indemnification of Lazard Frères & Co., LLC); In re Calpine Corp., Ch. 11 Case No. 05-60200

(Bankr. S.D.N.Y. April 26, 2006) (Docket No. 1370) (approving retention and indemnification

of Miller Buckfire & Co., LLC); In re Joan & David Halpern, Inc., 248 B.R. 43, 47 (Bankr.

S.D.N.Y. 2000), aff’d, No. 00-3601 (JSM), 2000 Bankr. WL 1800690 (S.D.N.Y. Dec. 6, 2000).

26. The indemnification provisions are similar to indemnification provisions that have

previously been approved by bankruptcy courts in this District and elsewhere. Accordingly, the

Debtors respectfully submit that the terms of the Greenhill Agreement and its indemnification

provisions are reasonable and customary and should be approved in these chapter 11 cases.

No Duplication of Services

27. The Debtors intend that the services of Greenhill will complement, and not

duplicate, the services being rendered by other professionals in these chapter 11 cases. Greenhill

NYI-4181574v3 12

understands that the Debtors have retained and may retain additional professionals during the

term of the engagement and will work cooperatively with such professionals to integrate any

respective work conducted by the professionals on behalf of the Debtors.

Greenhill’s Disinterestedness

28. To check and clear potential conflicts of interest in this chapter 11 case, Greenhill

has searched its client databases to determine whether it had any relationships with the entities

set forth on Schedule 1 to the Robins Declaration.

29. As more fully set forth on Schedule 2 to the Robins Declaration, and to the best of

the Debtors’ knowledge, information and belief, other than in connection with these chapter 11

cases, Greenhill does not have any connection with the Debtors, its creditors, the United States

Trustee or any other party with an actual or potential interests in these chapter 11 cases or its

respective attorneys or accountants, except as set forth on Schedule 2 to the Robins Declaration.

30. The Debtors have been advised that Greenhill, an investment bank with broad

activities, including general strategic advisory, mergers and acquisitions advisory, private equity

investment, and financial restructuring advisory, has an international practice and may represent

or may have represented certain of the Debtors’ creditors, equity holders, or other parties in

interest in matters completely unrelated to these cases.

31. Despite the efforts described above to identify and disclose Greenhill’s

connections with parties in interest in these chapter 11 cases, because the Debtors are large

enterprises with hundreds of creditors and other relationships, Greenhill is unable to state with

certainty that every client relationship or other connection has been disclosed. The Debtors have

been advised that Greenhill will conduct an ongoing review of its files to ensure that no conflicts

or other disqualifying circumstances exist or arise. If any new facts or circumstances are

NYI-4181574v3 13

discovered, Greenhill will supplement its disclosure to the Court.

32. The Debtors have been advised that, other than with its own partners and

employees, Greenhill has agreed not to share with any person or firm the compensation to be

paid for professional services rendered in connection with these cases.

33. As set forth in the Robins Declaration, there are no amounts owed by the Debtors

to Greenhill as of the Petition Date. Accordingly, Greenhill is not a creditor of the Debtors. In

the ninety (90) days prior to the filing of these chapter 11 cases, the Debtors paid to Greenhill a

total of approximately $3,429,684 in the aggregate for the prepetition services rendered and for

the expenses related thereto, including the Initial Advisory Fee and the Opinion Fee.

34. To the best of the Debtors’ knowledge, information, and belief, and except and to

the extent disclosed herein and in the Robins Declaration, based on the results of searches

performed by Greenhill to date, (a) Greenhill is a “disinterested person” within the meaning of

section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy

Code, and holds no interest adverse to the Debtors or their estates in connection with the matters

for which Greenhill is to be retained by the Debtors, as required by section 327(a) of the

Bankruptcy Code; and (b) Greenhill has no connection with the Debtors, their creditors, the U.S.

Trustee, or other parties in interest in these chapter 11 cases.

35. The relief requested herein includes a request for Court approval of the

indemnification provision and fees set forth in the Greenhill Agreement. In the Southern District

of New York, these provisions and fees are generally granted after notice to all creditors and a

hearing. Accordingly, the Debtors submit that the employment of Greenhill on the terms and

conditions set forth herein and in the Greenhill Agreement is appropriate and in the best interest

of the Debtors, their estates, their creditors and all parties in interest.

NYI-4181574v3 14

Notice

36. No trustee or examiner has been appointed in these chapter 11 cases. The Debtors

shall serve notice of this Application on (a) the Office of the United States Trustee for the

Southern District of New York; (b) counsel to the official committee of unsecured creditors; (c)

counsel to the administrative agent for the Debtors’ prepetition senior secured lenders; (d)

counsel to Cerberus Capital Management L.P.; (e) counsel to Daimler AG; (f) counsel to the

International Union, United Automobile, Aerospace and Agricultural Implement Workers of

America; (g) counsel to the United States Department of the Treasury; and (h) Export

Development Canada.

37. The Debtors submit that, in view of the facts and circumstances, such notice is

sufficient and no other or further notice need be provided.

38. No previous request for the relief sought herein has been made by the Debtors to

this or any other court.

WHEREFORE, the Debtors respectfully request that the Court enter an order

in the form of the Proposed Order attached hereto as Exhibit C granting the relief requested

herein and such other and further relief as is just and proper.

Dated: Auburn Hills, Michigan May 6, 2009

Respectfully submitted,

CHRYSLER LLC

By: /s/ Holly E. Leese Name: Holly E. Leese Title: Senior Vice President, General Counsel

and Secretary

NYI-4181574v3 15

Filed by:

Dated: May 6, 2009 New York, New York

/s/ Corinne Ball Corinne Ball Veerle Roovers JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 David G. Heiman JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Jeffrey B. Ellman JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 521-3939 Facsimile: (404) 581-8309 PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

NYI-4181574v3

EXHIBIT A (Greenhill Agreement)

NYI-4181574v3

EXHIBIT B (Robins Declaration)

NYI-4181574v3

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- In re Chrysler LLC, et al.,

Debtors.

---------------------------------------------------------------

x : : : : : : : : x

Chapter 11 Case No. 09-50002 (AJG) (Jointly Administered)

DECLARATION OF BRADLEY A. ROBINS

IN SUPPORT OF APPLICATION PURSUANT TO BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a)

AND 328(a) OF THE BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT

BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

I, Bradley A. Robins, make this Declaration under 28 U.S.C. § 1746 and state:

1. I am a Managing Director in the firm of Greenhill & Co., LLC

(“Greenhill”),1 a financial advisory firm having expertise in turnaround, bankruptcy, investment

banking and financial advisory issues. Greenhill maintains offices in New York City located at

300 Park Avenue, New York, New York 10022, San Francisco, Dallas, Chicago and through its

affiliates in Tokyo, London, Frankfurt and Toronto. I am authorized to execute this Declaration

on behalf of Greenhill.

2. I submit this Declaration in support of the Application (the

“Application”), dated as of May 6, 2009 of Chrysler LLC, et al., the above-captioned debtors

and debtors in possession (collectively the “Debtors” and, together with their non-debtor

affiliates, “Chrysler”) pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure

1 Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Application.

NYI-4181574v3

2

(the “Bankruptcy Rules”) and sections 327(a) and 328(a) of title 11 of the United States Code,

11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) for an order authorizing the retention and

employment of Greenhill as investment banker for the Debtors, nunc pro tunc to the Petition

Date. Except as otherwise noted, I have personal knowledge of the matters set forth herein and,

if called as a witness, would testify competently thereto.

QUALIFICATIONS OF DECLARANT AND GREENHILL

3. I joined Greenhill in 2001 and have been a Managing Director of the firm

since 2002. Prior to joining Greenhill, I was a Senior Vice President in the Financial

Restructuring Group of Houlihan Lokey Howard & Zukin. I received a Bachelor of Arts in

Economics from Middlebury College in 1986 and a law degree from the University of

Pennsylvania in 1990. I have also attended the London School of Economics, New York

University and Baruch College where I have taken courses in Accounting and Corporate

Finance. As part of my professional practice, I have advised major distressed companies and

their creditors, both in and out of bankruptcy court, and have provided advice on a broad range

of other financial matters. I have prepared or reviewed numerous financial and economic

analyses of transactions and corporate structures. I have extensive experience with valuation and

have testified as an expert concerning valuation through deposition, prepared testimony or

hearing testimony in the bankruptcy proceedings of Loral Space & Communications, Weblink

Wireless, Inc., Cornerstone Propane, LP, Orius Corp., Eclipse Aviation Corp., Constar

International Inc. and AMRESCO.

4. The Debtors selected Greenhill based on its experience and expertise in

providing financial advisory and investment banking services in chapter 11 cases and mergers-

and-acquisitions. Greenhill’s restructuring professionals have extensive experience in advising

NYI-4181574v3

3

debtors and other constituents in chapter 11 cases and have served as financial advisors and

investment bankers to numerous debtors and creditors in restructurings involving, among others,

BearingPoint Inc., Constar International Inc., Delphi Corp., Eclipse Aviation Corp., Refco,

Bethlehem Steel Corporation, AMRESCO, Regal Cinemas, Inc., United Artists Theatre Circuit,

Inc., AmeriServe Food Distribution, Inc., US Office Products, Inc. and Weblink Wireless, Inc.

Given Greenhill’s background, expertise and historical performance, Greenhill is well qualified

to provide the testimony referred to herein.

SERVICES TO BE PROVIDED

5. On March 6, 2009, representatives of Greenhill were approached by

representatives of Chrysler in relation to an engagement with respect to a potential alliance

between Chrysler and Fiat S.p.A. (“Fiat”) as outlined by a term sheet agreed between the parties

in January 2009 (a “Transaction”). On March 13, 2009, the parties formalized Greenhill’s

initial engagement by execution of a written engagement letter (the “Initial Engagement

Letter”). On or about April 23, 2009, the scope of Greenhill’s engagement was amended in

anticipation of the Fiat deal structure changing from an out-of-court transaction to a sale pursuant

to section 363 of the Bankruptcy Code.

6. The terms and conditions of Greenhill’s proposed retention by the Debtors

are set forth in that certain engagement letter between the Debtors and Greenhill, dated April 23,

2009 (the “Greenhill Agreement”). As more fully set forth in the Greenhill Agreement, the

services that Greenhill will provide to the Debtors include:

a. rendering an opinion to the Board of Managers of Chrysler LLC (the “Company”) as to the fairness, from a financial point of view, of the consideration to be paid or received by the Company (and, if applicable, the Company’s shareholders) in connection with a proposed Transaction (an “Opinion;” it being understood that the Opinion shall be in such form and with such assumptions and

NYI-4181574v3

4

qualifications as determined appropriate by Greenhill);

b. participating in hearings before the Bankruptcy Court with respect to the matters upon which Greenhill has delivered an Opinion, including, as relevant, coordinating with the Company’s counsel with respect to testimony in connection therewith and testifying;

c. evaluating proposals received by the Company relating to specific assets following the Company’s filing under chapter 11 of the Bankruptcy Code;

d. evaluating proposals for some or all of the Company’s assets as an alternative to the Transaction with Fiat; and

e. evaluating or delivering an Opinion on an amended deal with Fiat or another potential purchaser that materially differs from the deal in respect of which Greenhill delivered its initial Opinion.

PROPOSED COMPENSATION

7. Pursuant to the Greenhill Agreement, and, other than with respect to the

Initial Advisory Fee and Opinion Fee (both as defined below), subject to the Court’s approval,

the Debtors propose to pay Greenhill as follows:

a. Initial Advisory Fee. An initial advisory fee of $250,000 (the “Initial Advisory Fee”), payable in cash promptly upon execution of the Greenhill Agreement.

b. Opinion Fee. An opinion fee in an amount of $3,000,000 (the “Opinion Fee”), payable in cash immediately prior to the time Greenhill delivers an Opinion.

c. Transaction Fee. A transaction fee in an amount of $1,000,000 (the “Transaction Fee”), payable in cash (i) upon consummation of a Transaction on which Greenhill has delivered an Opinion (whether or not consummated during the term of the Greenhill Agreement) or (ii) upon the consummation of a Transaction within 12 months from the date of the execution of the Greenhill Agreement.

d. Other Fees. A fee to be mutually agreed on by the Company and Greenhill if Greenhill is asked (i) to evaluate, and spends significant time evaluating, any proposals for some or all of the Company’s assets as an alternative to the Transaction with Fiat or (ii) to evaluate or deliver an Opinion on an amended transaction

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5

with Fiat that materially differs from the deal in respect of which Greenhill delivered its initial Opinion.

e. Fees and Expenses. In addition to any fees that may be payable to Greenhill under the Greenhill Agreement (and regardless of whether a Transaction occurs), the Company agrees from time to time upon request, to promptly reimburse Greenhill for reasonable travel and other out-of-pocket expenses incurred by Greenhill in performing its services under the Greenhill Agreement, including the reasonable fees and expenses of legal counsel.

8. The Initial Advisory Fee was paid pursuant to the Initial Engagement

Letter on March 31, 2009, upon execution of the Greenhill Agreement, and the Opinion Fee was

paid on April 29, 2009, prior to the delivery of the Opinion to the Board of Managers of Chrysler

LLC.

9. Greenhill does not bill for its services on an hourly basis. The fees and

expense reimbursement provisions described above are consistent with normal and customary

billing practices for cases of this size and complexity which require the level and scope of

services outlined.

10. I respectfully submit that this fee arrangement, which is similar to fee

arrangements which have been authorized in other chapter 11 cases in which Greenhill and other

leading financial advisors and investment bankers have rendered services, is reasonable in light

of industry practice, market rates both in and out of chapter 11 proceedings, Greenhill’s

experience, and the scope of work to be performed pursuant to Greenhill’s retention.

11. Greenhill does not have any agreement with any other entity to share

compensation received by Greenhill in connection with this engagement, except as permitted by

section 504 of the Bankruptcy Code.

12. As more fully set forth in Schedule A to the Greenhill Agreement, as part

of the overall compensation payable to Greenhill under the terms of the Greenhill Agreement,

NYI-4181574v3

6

the Debtors have agreed to indemnify and hold harmless Greenhill, its affiliates and their

respective officers, directors, employees, agents and each other entity or person, if any

controlling Greenhill or any of its affiliates (collectively the “Indemnified Parties”), from and

against losses, claims, damages, demands and liabilities (or actions or proceedings in respect

thereof), joint or several, related to or arising in any manner out of any activities performed or

services furnished pursuant to the Greenhill Agreement, the transactions contemplated thereby or

Greenhill’s role in connection therewith (the “Indemnified Activities”). In addition, the Debtors

will promptly reimburse the Indemnified Parties for all reasonable expenses (including, without

limitation, fees and expenses of legal counsel at rates typical for such counsel), as incurred, in

connection with, related to, or arising out of any Indemnified Activities, and enforcing any

Indemnified Parties’ right under the Greenhill Agreement. Notwithstanding the foregoing, the

Greenhill Agreement provides that the Debtors shall not be liable in respect of any losses,

claims, damages, demands, liabilities or expenses that a court of competent jurisdiction shall

have determined by final nonappealable judgment resulted solely from the gross negligence or

willful misconduct of an Indemnified Party.

13. The indemnification provisions contained in the Greenhill Agreement are

typical of those contained in engagement agreements of other investment bankers and financial

advisors retained in this District.

GREENHILL’S DISINTERESTEDNESS

14. In preparing this Declaration, I caused to be reviewed the names of

significant parties in interest provided to Greenhill by the Debtors (collectively, the “Interested

Parties”). The Interested Parties are comprised of the following categories of entities: (a) the

Debtors and their affiliates; (b) the Debtors’ directors, officers, managers or majority

NYI-4181574v3

7

shareholders; (c) the major secured creditors or agents; (d) the major fleet customers, lessors,

retail dealers, vendors or suppliers; (e) the list of creditors holding the largest unsecured claims

on a consolidated basis; (f) the counterparties to derivative agreements; (g) the parties to

collective bargaining agreements, other significant contracts or material license agreements; (h)

the holders of second lien debt; (i) certain competitors; (j) any professionals to be retained by the

Debtors in these chapter 11 cases; (k) the Debtors’ depository and disbursement banks; (l) the

parties to significant litigation with the Debtors; (m) the common carriers, customs brokers and

warehousemen; (n) the major insurers, insurance brokers and benefits administrators; and (o)

other significant parties in interest, the identities of these entities are set forth on Schedule 1

hereto.

15. To the best of my knowledge, information and belief, insofar as I have

been able to ascertain after reasonable inquiry, other than in connection with these chapter 11

cases, neither I, nor Greenhill, nor any of its principals, employees, agents or affiliates, have any

connection with the Debtors, its creditors, the United States Trustee or any other party with an

actual or potential interest in these chapter 11 cases or their respective attorneys or accountants,

except as set forth below or on Schedule 2 hereto:

a. Greenhill has not been employed by any entity other than the Debtors in matters related to these chapter 11 cases.

b. Greenhill provides services in connection with numerous cases, proceedings and transactions unrelated to these chapter 11 cases. These unrelated matters involve numerous attorneys, financial advisors, auditors and creditors, some of which may be claimants or parties with actual or potential interests in these chapter 11 cases or may represent such parties.

c. Greenhill’s personnel may have business associations with certain creditors of the Debtors unrelated to these chapter 11 cases. In addition, in the ordinary course of its business, Greenhill may engage counsel or other professionals in unrelated matters who

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8

now represent, or who may in the future represent, creditors or other interested parties in these chapter 11 cases.

16. Despite the efforts described above to identify and disclose Greenhill’s

connections with parties in interest in these chapter 11 cases, because the Debtors are large

enterprises with hundreds of creditors and other relationships, Greenhill is unable to state with

certainty that every client relationship or other connection has been disclosed. If any new facts

or circumstances are discovered, Greenhill will supplement its disclosure to the Court.

17. In the case of each of the parties listed on Schedule 2, Greenhill’s

relationship with each such party is totally separate and apart from Greenhill’s representation of

the Debtors. Insofar as I have been able to determine, Greenhill and the employees of Greenhill

that will work on this engagement do not hold or represent any interest adverse to the Debtors or

their estates. Accordingly, Greenhill believes that it is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code, in that Greenhill, its professionals and employees:

(a) Are not creditors, equity security holders or insiders of the Debtors;

(b) Are not and were not, within two (2) years before the date of the filing of the Debtors’ chapter 11 petitions, a director, officer, or employee of the Debtors; and

(c) Does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors.

18. I am not related or connected to and, to the best of my knowledge, no

other professional of Greenhill who will work on this engagement is related or connected to, any

United States Bankruptcy Judge for the Southern District of New York, any of the District

Judges for the Southern District of New York who handle bankruptcy cases, the United States

NYI-4181574v3

9

Trustee for Region Two or any employee in the Office of the United States Trustee for Region

Two.

19. Based on the foregoing, I submit that Greenhill is a “disinterested person,”

as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the

Bankruptcy Code. It is Greenhill’s policy and intent to update and expand its ongoing

relationship search for additional parties in interest in an expedient manner. If any new relevant

facts or relationships are discovered or arise, Greenhill will promptly file a supplemental

affidavit pursuant to Bankruptcy Rule 2014(a).

20. No outstanding amounts are due to Greenhill by the Debtors.

Accordingly, Greenhill is not a creditor of the Debtors. In the ninety days (90) prior to the filing

of these chapter 11 cases, the Debtors paid to Greenhill a total of approximately $3,429,684 in

the aggregate for the prepetition services rendered and for the expenses related thereto, including

the Initial Advisory Fee and the Opinion Fee.

21. The foregoing constitutes the statement of Greenhill pursuant to sections

327(a), 328(a) and 504 of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016(b).

[Remainder of page intentionally blank]

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22. I declare, under penalty of perjury, that the forgoing is true and correct, to

the best of my knowledge.

Executed this 6th day of May, 2009

By: /s/ Bradley A. Robins Name: Bradley A. Robins Title: Managing Director

NYI-4181574v3

SCHEDULE 1 TO ROBINS DECLARATION

Chrysler LLC, et al.

Interested Parties

The Debtors Chrysler LLC Chrysler Aviation Inc. Chrysler Dutch Holding LLC Chrysler Dutch Investment LLC Chrysler Dutch Operating Group LLC Chrysler Institute of Engineering Chrysler International Corporation Chrysler International Limited, L.L.C. Chrysler International Services, S.A. Chrysler Motors LLC Chrysler Realty Company LLC Chrysler Service Contracts Florida, Inc. Chrysler Service Contracts Inc. Chrysler Technologies Middle East Ltd. Chrysler Transport Inc. Chrysler Vans LLC DCC 929, Inc. Dealer Capital, Inc. Global Electric Motorcars, LLC NEV Mobile Service, LLC NEV Service, LLC Peapod Mobility LLC TPF Asset, LLC TPF Note, LLC Utility Assets LLC Domestic Nondebtor Subsidiaries Action Chrysler Jeep Dodge, Inc. Alhambra Chrysler Jeep Dodge, Inc. Baum Boulevard Chrysler Jeep Dodge, Inc. The Chrysler Foundation Bessemer Chrysler Jeep Dodge, Inc. Chrysler Dodge of Fox Lake, Inc. Chrysler Jeep Dodge of Dayton, Inc. d/b/a Brunswick

Chrysler Jeep Dodge Dade City Chrysler Jeep Dodge, Inc. d/b/a Citrus

Chrysler Jeep Dodge Des Plaines Chrysler Jeep Dodge, Inc. d/b/a

Advantage Chrysler Jeep Dodge Downriver Dodge, Inc. El Monte Chrysler Jeep Dodge, Inc. Grapevine Chrysler Jeep Dodge, Inc. Gulfgate Dodge, Inc. La Brea Avenue Motors, Inc.

Lone Star Chrysler Jeep Dodge, Inc. Long Beach Chrysler-Jeep, Inc. Lowell Chrysler Jeep Dodge, Inc. McKinney Dodge, Inc. Ross Park Dodge, Inc. Shakopee Dodge, Inc. South Charlotte Chrysler Jeep Dodge, Inc. d/b/a

Metrolina Chrysler Jeep Dodge, Inc. Stateline Chrysler Jeep Dodge, Inc. Stoneridge Motors Inc. Stone Mountain Chrysler Jeep Dodge, Inc. Superstition Springs Chrysler Jeep, Inc.

Wholly-Owned Foreign Nondebtor Subsidiaries 2813009 Canada, Inc. 2813017 Canada, Inc. 2813025 Canada, Inc. 3217923 Nova Scotia Company AC Austro Car Handelsgesellschaft mbH & Co

Management Banbury Road Motors Limited Chrysler Argentina S.R.L. Chrysler Australia Pty Ltd. Chrysler Austria Gesellschaft mbH Chrysler Balkans d.o.o Beograd Chrysler Belgium Luxembourg NV/SA Chrysler Canada Holding ULC Chrysler Canada Inc Chrysler Cayman Investments Ltd. Chrysler Chile Importadora, LLC Chrysler Colombia Ltda.. Chrysler Czech Republic s.r.o. Chrysler Denmark ApS Chrysler Deutschland GmbH Chrysler de Mexico, S.A. de C.V. Chrysler Espana S.L. Chrysler Europe GmbH Chrysler France S.A.S. Chrysler Group (China) Sales Limited Chrysler Group Egypt Limited Chrysler Holding (Austria) GmbH Chrysler (Hong Kong) Automotive Limited Chrysler India Automotive Private Limited Chrysler Italia S.r.l. Chrysler Japan Co., Ltd. Chrysler Japan Retail, Ltd.

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Chrysler Jeep International S.A. Chrysler Jeep Ticaret, S.A. Chrysler & Jeep Vertriebsgesellschaft mbH Chrysler Korea Ltd. Chrysler Lease Receivables 1, Inc Chrysler Lease Receivables 2, Inc Chrysler Lease Receivables, L.P. Chrysler Management Austria GmbH Chrysler Mexico Investment Holdings Cooperatie

U.A. Chrysler Mexico Holding, S. de R.L. de C.V. Chrysler Motors de Venezuela S.A. Chrysler Nederland B.V. Chrysler Netherlands Distribution B.V. Chrysler Netherlands Holding Cooperatie U.A. Chrysler New Zealand Limited Chrysler Polska sp.zo.o. Chrysler Receivables 1, Inc. Chrysler Receivables 2, Inc. Chrysler Receivables Partnership Chrysler Russia SAO Chrysler South Africa (Pty) Limited Chrysler South East Asia Pte. Ltd. Chrysler Sweden AB Chrysler UK Limited Chrysler UK Pension Trustees Limited Chrysler "Vienna" BmbH CNI CV Fundacion Chrysler de Mexico, I.A.P. Inmuebles Chrysler de Mexico, S.A. de C.V. International Motors and Management S.A.M1 Operadora G.C., S.A. de C.V.

Domestic Joint Ventures of the Debtors Global Engine Alliance LLC Global Engine Asset Company LLC Global Engine Manufacturing Alliance LLC HP Devco, Inc

Foreign Joint Ventures of the Debtors Arab American Vehicles Company Chrysler Group Taiwan Sales Ltd.

Other Nondebtor Affiliates 3208170 Nova Scotia Company 3217924 Nova Scotia Company Alpha Holding LP

1 Foreign nondebtor subsidiary owned for 99% by Chrysler International Corporation and 1% by a third party.

Auburn Hills Mezzanine LLC Auburn Hills Owner LLC Auto Receivables Corporation Autodie LLC (f/k/a/ Mbtech Autodie LLC) Beta Holding LP CarCo Intermediate Holdco I, LLC CarCo Intermediate Holdco II, LLC CF Elk Grove RE Holdco LLC CF Tampa RE Holdco LLC Chrysler Auto Receivables Company Chrysler Auto WLBVF 2008-1 LLC Chrysler Balloon Depositor I LLC Chrysler Balloon Depositor II LLC Chrysler CA Lease Depositor LLC Chrysler de Venezuela LLC Chrysler Financial Bank Chrysler Financial International Services Corporation Chrysler Financial Services Americas LLC (f/k/a

DaimlerChrysler Financial Services Americas LLC)

Chrysler Financial Services Caribbean LLC Chrysler Financial Services Mexico, S.A. Chrysler Financial Services Venezuela LLC Chrysler Holding LLC Chrysler Internacional Holding LLC Chrysler Investment Holdings LLC Chrysler Lease Depositor I LLC Chrysler Lease Depositor II LLC Chrysler NCA Lease Depositor LLC Chrysler Receivables SPV LLC Chrysler Residual Depositor LLC Chrysler Residual Holdco LLC Chrysler Retail Depositor II LLC Chrysler Retail Depositor LLC Chrysler Servicios Corporations, S.A. de C.V. Chrysler SPV LLC Chrysler Switzerland GmbH Chrysler Variable Lease Depositor LLC Chrysler Variable Retail Depositor LLC Chrysler Warranty SPV LLC Chrysler Wholesale Depositor LLC CJD do Brasil Comercio de Veiculos Ltda.. DaimlerChrysler Conduit Receivables LLC DaimlerChrysler Financial Services Canada Inc. DaimlerChrysler Insurance Agency, Inc. DaimlerChrysler Insurance Company DaimlerChrysler Lease Receivables LLC DaimlerChrysler Retail Receivables LLC DaimlerChrysler Revolving Auto Conduit LLC DaimlerChrysler Wholesale Receivables LLC DCS UTILLC Chrysler Series FinCo Intermediate HoldCo LLC Premier Auto Receivables RouteOne Canada Corp. RouteOne LLC

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Current Managers of Chrysler LLC Gerd T. Becht Jeffrey L. Bleustein James N. Chapman Jonathan Gallen Kevin P. Genda Thomas Gibson Grant Gregory W. Brett Ingersoll Dev B. Kapadia Thomas W. LaSorda Robert L. Nardelli James E. Press Robert G. Warden George J. Zahringer III

Current Officers of Chrysler LLC Frank J. Ewasyshyn Frank O. Klegon Ronald E. Kolka Steven J. Landry Tom W. Lasorda Michael Manley Robert L. Nardelli James E. Press Nancy A. Rae

Current Directors, Managers and Officers of Debtors other than Chrysler LLC

Peter Arnell Howard Baron Bruce Coventry Dino DeBortoli P.W. Dougherty P.R. Eichbauer Frank J. Ewasyshyn Thomas Hausch J.A. Heid Richard J. Kasper Frank O. Klegon Ronald E. Kolka Scott G. Kunselman Steven J. Landry Holly E. Leese C.N. Lieber Michael Manley Richard J. McClellan Jeanne D. Narum Lawrence J. Oswald A. Petrozzi Barbara J. Pilarski James Press Nancy A. Rae

Louis A. Rhodes Michael J. Ross Gretchen Sonego Peter A. Weiss Patrick White Lisa Wicker Paul L. Wolff

Recent Former Directors and Managers of Chrysler LLC's Predecessor

Günther Fleig Dr. phil. Rüdiger Grube Andreas Renschler Eric R. Ridenour Thomas W. Sidlik Bobo Uebber Dr.-Ing. Thomas Weber Dr.-Ing. Dieter Zetsche

Major Business Affiliations of Chrysler LLC's Directors and Managers

Ableco Finance LLC ACE Aviation Holdings Inc. Ahab Capital Management Ahab Partners, L.P. AerCap Holdings N.V. Asbury Automotive Group BlueLinx Holdings, Inc. Cerberus Operations and Advisory Company, LLC Deutsche Bank Securities, Inc. Endura Care, LLC Entrecap, LLC Harley-Davidson, Inc. IAP Worldwide Services, Inc. Ikon Office Solutions, Inc. Scottish Re SkyWorks Leasing, LLC Talecris Bio Therapeutics, Inc. Tembec, Inc.

Ultimate Owners of the Debtors (Members of Chrysler Holding LLC)

Cerberus Daimler AG

Current Trade Names of the Debtors Chrysler Aspen Chrysler Town & Country Chrysler 300 Chrysler Sebring

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Chrysler PT Cruiser Dodge Dodge Avenger Dodge Caliber Dodge Challenger Dodge Charger Dodge Dakota Dodge Durango Dodge Grand Caravan Dodge Journey Dodge Nitro Dodge Ram Dodge Sprinter Dodge Viper Jeep Jeep Commander Jeep Compass Jeep Grand Cherokee Jeep Liberty Jeep Patriot Jeep Wrangler Mopar Plymouth

Joint Venture and Strategic Alliance Partners

Arab Organization for Industrialization Affiliate of China Motors Corp. The City of Highland Park Hyundai Motor America Magna Drivetrain Holdings America, Inc. Mitsubishi Motors Manufacturing of America Inc. Mitsubishi Motors North America Inc. Nissan Motor Company, Ltd.

Certain Competitors to the Debtors Fiat S.p.A. (party to potential sale transaction) Ford Motor Company Geely Holding Group General Motors Corporation Honda Motor Company Hyundai Motor Company Kia Motors Mazda Motor Corporation Tata Motors Limited Toyota Motor Corporation Volkswagen AG

Debtors' Professionals Capstone Advisory Group LLC Deloitte Tax LLP Epiq Bankruptcy Solutions, LLC

Greenhill & Co., Inc. Jones Day KPMG LLP Pricewaterhouse Coopers Schulte Roth & Zabel LLP

Professionals for Nondebtor Parties in Interest Cadwalader Wickersham & Taft LLP Cleary Gottlieb Steen & Hamilton LLP Cohen, Weiss and Simon LLP Dewey & LeBoeuf LLP Schulte Roth & Zabel LLP Simpson Thacher & Bartlett LLP Skadden, Arps, Slate, Meagher & Flom LLP Sonnenschein Nath & Rosenthal LLP Venable LLP

Major Secured Lenders and Administrative Agent

Ahab Distressed Ltd. Ahab Distressed, L.P. Ahab Opportunities Ltd. Ahab Opportunities, L.P. Akanthos Arb Master Fund L.P. Archer Capital Master Fund L.P. Arrow Distressed Securities Fund Avenue CLO Fund Ltd. Avenue CLO II, Ltd. Avenue CLO III, Ltd. Bennett Newstart Factors Caspian Capital Partners L.P. Caspian Select Credit Master Fund Cetus Capital LLC Chase Lincoln Host Bank Citibank N.A. – N.Y. Concordia Institutional Multi-Strategy Ltd. Concordia Mac 29 Ltd. Concordia Partners L.P. Credit Suisse Candlewood SS Mt Crescent 1 L.P. CRS Fund Ltd. Cyrus Opportunities Master Fund II Ltd. Cyrus Select Opportunity Master Fund Ltd. Debello Investors LLC Deutsche Bank - New York Deutsche Bank Trust Co. America Feingold O'Keefe Select Opportunity Master Fund Foxhill Opportunity Master Fund L.P. GGCP Sequoia L.P. Goldman Sachs Lending Partners Good Steward Trading Group G Partners L.P. Harbourview CLO 2006-1

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IGXG Management LLC JPMorgan Bank Branch - 0802 Kamunting Street Master Fund Ltd. Kensington International Ltd. Mac Cap Ltd. Mariner LDC Merrill Lynch Credit Products LLC MFP Partners L.P. Montana Board of Investments Morgan Stanley Senior Fund Inc. MSD Value Investments L.P. Newstart Factors Inc. Oaktree Value Opportunity Fund Holdings OCM Opportunities Fund VII Del. Omnicom Capital Inc. Oppenheimer Master Loan Fund LLC Oppenheimer Senior Floating Rate Fund Pentwater Growth Fund Ltd. Perella Weinberg Ptr Xerion Mt Quattro Special Situations LLC Quattro-Distressed Sur + Spec Reams - Board of Pennsylvania Presbyterian Reams - Children's Hospital Philadelphia Reams - Connecticut General Life Insurance Co. Reams - Employee Retirement System of the City Reams - Goldman Core Plus Fixed Reams - Halliburton Company Reams - Kraft Foods Master Ret Reams - Los Angeles Fire and Police Reams - Reichhold, Inc. Reams - Retirement Board of the PRK Empire Reams - Rotary International Foundation Reams - City of Montgomery AL Employee

Retirement Reams - Indiana State Police Pension Trust Reams - Indiana State Teachers Retirement Fund Reams - Louisiana Carp Reg Cnc P Reams - Muni Emp Ret Sys Michigan Reams - Trustees of Indiana University Reams - American President Lines Ltd. Reams - Bill & Melinda Gates Foundation Reams - Building Trds Un Pen Trust Reams - Carp Pen Fund IL Reams - Columbus Ext Market Fund LLC Reams - Eight Dist Elec Pen Fund Reams - Employee Retirement System of Baltimore

County Reams - Frontegra Col Core Pl Fund Reams - Health Care Foundation of Kansas Reams - Indiana Major Move Construction Reams - Inter LC Pension Fund Graphic Co Reams - Laboratory Corp of US HL Reams - Prudential Ret Ins & Ann Reams - Santa Barbara County Emp R Reams - Seattle City Employee Retirement Reams - Sonoma County Emp Ret Association

Reams - St Luke Episcopal Health System Fund Reams - The Mather Found Core PL Reams - University of Kentucky Reams - Ventura County Emp Ret Association RGA Reinsurance Co Royal Bank of Scotland Plc. Sankaty Cr Opps Off Mtr IV L.P. Sankaty Credit Opportunity IV L.P. Satellite Senior Income Fund II LLC Satellite Senior Income Fund LLC Schultze Apex Master Fund Ltd. Schultze Master Fund Ltd. Secondary Loan and Distressed Serengeti Loxodon Onshore I L Serengeti Loxodon Overseas I, Seven Bridges Master Fund Ltd. SOF Inv, L.P. Springfield Assoc LLC Stairway Cap Mgmt II L.P. Stichting Pensioenfonds Abp Sunrise Parts Ltd. Part TCW Absolute Return Credit Fund TCW Shared Opp Fund V, L.P. TCW Sr Secured Ln Fund L.P. Teak Hill Mtr Fund L.P. Ulysses Partners L.P. U.S. Treasury Varde Invest Partners L.P. Wexford Catalyst Investors Wexford Spectrum Investors LLC XX Ocm Opp Fund VIIB Delaware XX-Credit Suisse Candlewood Pr XX-Stone Lion Portfolio L.P. Yale University C/O MFP Invest York Capital Management

Holders of Second Lien Debt Cerberus Capital Management, L.P. DaimlerChrysler North America Finance Corporation Madeleine L.L.C.

Certain of the Debtors' Contingent Guaranty Creditors

BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und

Osterreichische Postsparkasse Aktiengesellschaft

Debtors' Depository and Disbursement Banks Banco de Venezuela Grupo Santander Banesco Banco Universal S.A.C.A. Bank of America, N.A. BBVA Provincial

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Citibank, N.A. Comerica Bank Fifth Third Bank JPMorgan Chase Bank, N.A. (f/k/a Bank One) KeyBank, N.A. Mercantil CA Banco Universal National Australia Bank Ltd. National City Royal Bank of Canada

Debtors' Major Fleet Customers 3M Company – Fleet Administration Abbott Laboratories Advantage Rent A Car Alamo Rent A Car Allstate Insurance Company Avis Budget Group, Inc. Avis Rent A Car System, LLC B.L.D. Atlanta Barco Rent A Truck Beckman Coulter, Inc. Dollar Rent A Car, Inc. Dollar Thrifty Automotive Group, Inc. Eaton Corporation Ecolab Enterprise Rent-A-Car Emerson Electric Company Fastenal Company FIG Leasing Company Forest Pharmaceuticals, Inc. Fox Rent A Car General Electric Company G.E. Fleet Council Liberty Mutual Miller Industries, Inc. National Car Rental NCR Corporation Pepsico, Inc. Philips Electronics North America Philip Morris USA Quest Diagnostics Royal Ryder Truck Rental Siemens Shared Services Steris Corporation Takeda Pharmaceuticals The Hertz Corporation Thrifty, Inc. Triangle Rent A Car United Rentals Inc. Vanguard Car Rental USA, Inc. VPSI, Incorporated Weatherford U.S., Inc.

Xerox Corporation

Certain of the Debtors' Major Retail Dealers Allen Samuels Dodge Arrigo Dodge Chrysler Jeep Avondale Dodge Baxter Chrysler Jeep Dodge Bill Snethkamp Inc. Birmingham Chrysler Plymouth Jeep Eagle Bonham Chrysler Brunswick Auto Mart Inc. Charlie's Dodge Inc. Chris Nikel Chrysler Jeep Dodge Colonial Dodge Inc. Dallas Dodge Chrysler Jeep Dave Smith Motors David Stanley Dodge LLC Dick Huvaere's Richmond Chrysler Franklin Sussex Auto Mall Inc. Galeana's Van Dyke Dodge Gary Barbera's Autoland, USA Golling Chrysler Jeep Dodge, Inc. Integrity Chrysler Jeep Dodge Jacksonville Chrysler Jeep Dodge Jeff D'ambrosio Chrysler Jeep Jim Riehl's Friendly Chrysler Jeep Inc. Ken Garff West Valley Chrysler Landmark Dodge Chrysler Jeep Larry H Miller Chrysler Jeep Dodge Meadowbrook Dodge Inc. Monicatti Chrysler Jeep Sales Mt Clemens Dodge Inc. Orchard Chrysler Dodge-Jeep Inc. Parkway Chrysler-Jeep, Inc. Power Chrysler Jeep Dodge Randall Noe Chrysler Dodge Inc. Reedman Toll Auto World Rochester Hills Chrysler-Jeep Inc. Roseville Chrysler Jeep Inc. Royal Gate Dodge Chrysler Jeep Shuman Motor Sales Inc. Southfield Chrysler Plymouth Jeep Spring Chrysler Jeep Dodge, Inc. Sterling Heights Dodge Inc. Stew Hansen Dodge City Jeep Suburban Chrysler Jeep Dodge Telegraph Chrysler Jeep, Inc. Tomball Dodge Chrysler Jeep Tyson Motor Corporation Warnock Dodge Chrysler Jeep Westbury Jeep Chrysler Dodge, Inc. Woodhouse Chrysler Jeep Dodge Yark Chrysler-Jeep

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Debtors' Major Suppliers A1 Specialized Services ABB Asea Brown Boveri Ltd. ABC Group-Canada Aerotek Inc. AK Steel Corporation Alberici Constructors Inc. Alcoa Inc. Aleris International Inc. American Axle & Manufacturing Inc. Arcelormittal Burns Harbor LLC ArvinMeritor OE, LLC Asahi Tec Corp. Autoliv AZ Automotive Corp Behr Gmbh Benteler-AG Borg-Warner Automotive Inc. Bridgestone Corporation Brose Fahrzeugteile Gmbh & Co. Cadence Innovation LLC Collins & Aikman Products Co. Continental AG Cooper-Standard Automotive Cummins Engine Company Inc. Daimlerchrysler AG Daimlerchrysler Berlin Werks Daimlerchrysler Do Brazil Ltda. Dana Holding Company f/k/a Dana Corporation Dearborn Mid-West Conveyor Co. Delphi Automotive Systems Denso Corporation Dicastal Wheel Manufacturing Co. Dofasco Inc. Dura Automotive Systems Inc. Eaton Corporation Eberspaecher North America Inc, Eisenwark Bruehl Gmbh Emcon Technologies LLC Faurecia Federal-Mogul Corporation Fiat S P A Flex-N-Gate Corporation French J L Corporation Gestamp-Alabama Inc. Getrag Getriebe-Undzahnradfabrik Global Automotive Systems LLC Goodyear Tire & Rubber Grupo Antolin North America Inc. Guardian Industries Corporation Harman International Industries HBPO North America Inc. Henkel Kgaa, n/k/a Henkel AG & Co. Kgaa Hylsa S.A. De C.V. Hyundai Mobis

Illinois Tool Works Inc. Industrial Group / Vari-Form Inc. Inergy Auto Systems USA LLC International Auto Components Group NA Inc. Ispat International NV IWKA A.G. Jatco Ltd. Johnson Controls Inc. Johnson Matthey Plc. L & W Engineering Company Lear Corporation Linamar Corporation Magna International Mahle Gmbh Martinrea International Inc. Meridian Automotive Systems Metaldyne Corp. Mitsubishi Electric Auto America Narmco Group The Nemak S-A Nippon Cable Sys Inc Ak Hilex Corp Noble International Ltd. Norilsk Nickel USA NTN Bearing Corporation of America Paulstra Corporation Penske Corporation PPG Industries Inc. Prime Wheel Corporation Promotora De Empresas Zano Sadecv Robert Bosch Gmbh Schaeffler Group USA Inc. Severstal North America Inc. Sirius Satellite Radio - P A B SKD Automotive Group LP Stelco Inc. Superior Industries International Inc. Syncreon Canada Inc. Takata Corporation Teksid Aluminum North America Tenneco Inc. Textron Inc. Thyssen Krupp AG Ti Group Automotive Systems LLC The Timken Company Tomkins Plc Total S.A. Tower Automotive Inc. TRW Inc. Tupy S A U.S. Steel Valeo S A Visteon Corporation Volkswagen AG Worthington Industries Inc. Yazaki Corporation Yazaki North America

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Yokohama Rubber Company ZF Friedrichshafen AG

Other Suppliers and Vendors to the Debtors ABC Group, Inc. Acemco Automotive Adco Products, Inc. Advanced Accessory Systems, LLC A.G. Simpson Aisin World Corp. of America Akebono Brake Corporation Alfing Corporation Allevard Rejna Autosuspensions Altair Engineering Android Industries, LLC Atlas Tube Automotive Corporation Benteler Automotive Corporation Brose North America Inc. Cascade Engineering, Inc. Cartus Corporation Citation Corporation Cold Heading Company Compass Automotive Group Concept Industries Contech U.S. Continental Automotive Systems Cooper-Standard Automotive Court Valve Company, Inc. CTS Corporation Daido Metal USA, Inc. Daido Metal Bellefontaine, L.L.C. The Deshler Group Dynax Corporation Eberspaecher North America, Inc. Eftec North America Electrical Components International ElringKlinger North America, Inc. Exxon Mobile FAG Schaeffler Faurecia Exhaust Systems, Inc. Flextronics Automotive Inc. Formtech Industries LLC FTE Automotive Future Die Cast & Engineering, Inc. GHSP GKN Driveline GKN Sinter Metals GP Innovative Machining & Assembly Grupo Antolin North America, Inc. Hankook Tire Co. Ltd. Harman Becker Automotive Systems, Inc. Henkel Corporation HP Pelzer Automotive Systems, Inc.

HUSCO Automotive LLC Hwaseung R&A Co., Ltd. Hydro Aluminum Automotive Inergy Automotive Systems LLC International Spring Co./ Warnock Spring Co. Jatco USA Ltd. Jervis B. Webb Company Jiffy-tite, Co. Kamax LP Karman USA Katayama American Co., Inc. Kautex Textron GmbH & Co. Kongsberg Automotive KS Centoco Wheel Corporation LuK USA LLC Mahle Industries, Inc. Mann+Hummel USA, Inc. May & Scofield Meridian Lightweight Technologies, Inc. Metalsa Methode Electronics, Inc. MNP Corporation Modine Manufacturing Company Mubea, Inc. MVS Saegertown NetShape International, LLC New Mather Metals, Inc. NSK Corporation NSK Steering Systems NA NTN Bearing Corporation of America OEM Miller, Division of HOLM Industries, Inc. Omnicom/BBDO Panasonic Automotive Systems Company of America Pilkington North America, Inc. Pittsburgh Glass Works (PGW) Prestige Stamping Pretty Products LLC Purolator Filters NA LLC Rotor Clip Co., Inc. Roush Industries Saturn Electronics & Engineering, Inc. Skyway Precision, Inc. SL-America Corporation Standard Thomson Corporation Stant Corporation Techform Products, Ltd. Tellurex Corporation Tinnerman Connection Engineering Tool-Plas Systems TOPY America, Inc. TRW Automotive Vibration Control Technologies, LLC Vector CANtech GmbH Webasto Roof Systems Wescast Industries Inc. ZF Group North American Operations, Inc.

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The Debtors' 50 Largest Unsecured Creditors as Identified in the Debtors' Chapter 11 Petitions

AK Steel Corporation Arcelormittal Burns Harbor LLC Autoliv ASP Inc. BBDO Detroit Inc. Borg Warner Emissions/Thermal Systems Bridgewater Interiors LLC Caravan/Knight Facilities Mgt. Comau Inc. Computer Sciences Corporation Continental Automotive Guadalajara Continental Automotive Huntsville Continental Teves Cosma International Group Canada Cummins Engine Company Inc. Decoma Team Systems Denso International America Inc. Diesel Recon Company Division Faurecia Auto Seating Inc. Flex-n-Gate Corporation Gaggeneau Plant Germersheim Spare Parts GT Technologies Inc. Harman/Becker Automotive Systems Hi Lex Controls Johnson Controls Inc. Kuka Toledo Production Operations Magna Powertrain Inc. Magna Steyr LLC Mahar Tool Supply Company Inc. Mayco Internacional MBTech Autodie LLC Metalsa S.A. de C.V. Nemak S.A. New Process Gear Division Nippei Toyoma Corp. c/o NTC America Ohio Module Mfg. Co. LLC Prime Wheel Corporation Robert Bosch Corporation Shell Oil Products U.S. Tata America International Corp. Temic Automotive of North America The Wackenhut Corporation The Worthington Steel Company TRW Delplas S.A. de C.V. United States Steel Corporation Valiant International Inc. Varity Kelsey-Hayes Venchurs Packaging Inc. Visteon Corporation Yazaki North America

Issuers of Letters of Credit/Lines of Credit Bank of Nova Scotia (a/k/a Scotia Bank) Fifth Third Bank, Inc. JPMorgan Chase Bank, N.A. Royal Bank of Canada

Counterparties to Derivative Agreements Barclays Bank PLC Citibank, N.A. Fifth Third Bank, Inc. J. Aron & Company JPMorgan Chase Bank, N.A. Royal Bank of Canada Standard Bank PLC The Goldman Sachs Group, Inc.

The Debtor' Major Lessors and Related Entities Alexander Capital Corporation American Bank Leasing Atel Atel Capital Equipment Fund XI LLC BAL Global Finance LLC Bank Financial FSB Bank of Lincolnwood BLX13 Inc. Bombardier Capital Inc. CAI Lease Securitization – II Corporation Canal Air, LLC Capital Associates International Capital Preferred Yield Fund III Capital Preferred Yield fund IV Capricorn Canada Ltd. Capricorn International Capricorn International Group LLC CCA Financial Inc. CCA Financial LLC CSA Financial Corp. De Lage Landen Financial Services Equis Financial Group First Bank of Highland Park First Eagle National Bank First Fleet Corporation GATX Technology GE Capital Corporation Guaranty Capital Corporation Hitachi Capital America Corporation (f/k/a Hitachi

Credit America Corporation) HSH – Nordbank AG Huntington National Bank IBM Global Financing LaSalle Systems Leasing Inc. Liberty Federal Savings Bank

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Macquarie Equipment Finance LLC Manufacturers Equipment Leasing MB Financial Bank Mellon US Leasing Minority Alliance Capital Minority Alliance Capital LLC – Atel NAB Bank NEXCAP Finance Corporation NOOR Leasing Corporation Paramount Bank Park National Bank PNC Leasing Renaissance Capital Alliance Sentry Financial Corporation Siemens Financial Services Inc. Summit Funding Group Inc. Sun Trust Leasing Corporation TCF Leasing Inc. Tech Team Capital Group Inc. Tennessee Commerce Bank The CIT Group UPS Capital Corp. US Bancorp Equipment Finance Varilease Corporation

Parties to Collective Bargaining Agreements International Association of Machinists and

Aerospace Workers International Union of Operating Engineers Teamsters The International Union, United Automobile,

Aerospace and Agricultural Implement Workers of America (a/k/a the United Auto Workers (UAW))

United Plant Guard Workers of America

Parties to Other Significant Contracts CG Investor, LLC CG Investment Group LLC Chrysler Financial Services Americas LLC The City of Fenton DaimlerChrysler AG (n/k/a Daimler AG) DaimlerChrysler North America Finance Corporation DaimlerChrysler Holding Corporation Kuka Toledo Production Operations LLC Magna Steyr L.L.C. d/b/a Magna Steyr North

America Toledo Paint Facility Valeo, Inc. Williams Idustrial Service, Inc. ZF Friedrichschafen AG

Common Carriers, Customs Brokers and Warehousemen to the Debtors

Alliance Shippers APL Logistics B&W Cartage Burlington Northern Santa Fe Canadian National Canadian Pacific Cannon Freight Systems, Inc. Ceva Chopper Express, Inc. d/b/a Chopper 79 Logistics Churchill Transport Cimarron Express, Inc. Cordell Transportation Co. LLC CSX Transportation Eldorado Logistics Systems, Inc. Exel Logistics Express Carriers Falcon Transport Fourteenth Avenue Cartage Co., Inc. Freight Masters Gonzalez Torres Hapag-Lloyd Hoegh Autoliners JB Hunt JDC Logistics K Line Kansas City Southern de Mexico LandStar Ranger Logistics Insights Martin Transport Mediterranean Shipping Company (USA), Inc. Norfolk Southern Penske Logistics Ram Contract Rush Trucking Ryder System, Inc. Sandler Travisbb Schneider International Seglo S.A. de C.V. (SEGLO) Swift Transportation Synchreon (f/k/a TDS) Thompson (FTI) TNT Contract Logistics (n/k/a CEVA Logistics) Top Flite Triple Crown Services TV Minority Union Pacific Railroad Verspeeten Cartage Wallenius

Parties to Significant Litigation with the Debtors Maria Angelina Alvardo Celaya

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Natasha and Nicole Austin Mireille Brosset Shirleen P. Brown Alvita Byrd Carolyn Carlson Robert J. Conley William M. Coulter Theodore G. Courter Stephen M. Cullen Ronnie Eugene Denton Timber Dick Douglas Domel Bryan Donnelly Elizabeth C. Duhai James Engelbrecht Jeremy Flax GETRAG Transmission Manufacturing, LLC GETRAG International GmbH GETRAG Getriebe und Zahnradfabrik Hermann

Hagenmeyer GmbH & Cie KG James Gibbs Irma Gonzalez August & Juli Guillot Patricia Harman Gregory Hockerman Melinda Holm Charles T. Houck Renee Howard Gregg Katz Kenneth E. Kerr, Sr. Donia Kerrigan Armin Kososki Kimberly Kwist Pamela Lynn Lawson Lisa Magro Jose Luis Maya Michael Maybaum Mister Car Wash Gilbert Mohr Dario Omar Morales Joline Morrison Adrianna Mraz Joseph P. and Patricia Murphy Hiep Thi Nguyen Arthur Oliver Michael Osborn, Sr. James Pleak, Sr. Kimberly J. Schute Stuart Ira Seidner Buddy Shiver Katharine R. Simpson Connor Packston Smith Brent Thornley Ivon Toe Justin P. Toronyi Lee Trammell

Kathy Waggoner Thomas W. Williams John Wysong

Parties to Material License Agreements and Permits

AgentWare Systems, Inc. Aisin Seiki Co. Ltd Aisin World Corporation of America American Society of Composers, Authors and

Publishers ANSYS, Inc. Arab American Vehicles Company Banc of America Leasing & Capital, LLC China Motor Corporation Chrysler Financial Company, LLC Computer Associates International, Inc. ETAS, Inc. FileNet Corporation Haden Prism, LLC Haden Environmental Corporation Haden Schweitzer Corporation Haden Inc. Haden International Group International Business Machines Corporation KANA Software, Inc. Mercury Interactive Corporation Microsoft Corporation Motion Picture Licensing Corporation Netegrity, Inc. Oracle Corporation Oracle USA, Inc. Pelyco Systems Corp. PeopleSoft, Inc. Right Hemisphere Limited SAP AG SESAC, Inc. Southwest Research Instituted Sybase, Inc. Unica Corporation Wall Data, Inc. Wily Technology, Inc. WIT, Inc.

Major Insurers and Insurance Brokers of the Debtors

ACE Limited American International Group AIG Casualty Co. AIG Cat Excess Liability American International Specialty Lines Insurance

Company AON Corporation Arch Insurance Company

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Allied World Assurance Company Limited AXIS Capital (a/k/a AXIS Group of Companies) Chubb Group of Insurance Companies Endurance Specialty Insurance Ltd. Freedom Specialty Insurance Hartford Financial Services HCC Insurance Holdings, Inc. Home Insurance Company Houston Casualty Co. Insurance Company of the State of Pennsylvania International Aerospace Insurance Services, Inc. Ironshore Insurance Lexington Insurance Company Liberty Mutual Group, Marsh & McLennan Companies, Inc. National Union Insurance Group Inc. RSA Insurance Group plc Swiss Re Willis Group Holdings Limited XL Insurance Company Ltd. Zurich Financial Services

Major Benefits Administrators Blue Cross Blue Shield Caremark Hewitt & Associates Sedgwick Claims Management Services, Inc.

Bankruptcy Judges for the Southern District of New York

Chief Judge Stuart M. Bernstein Judge Prudence Carter Beatty Judge Robert Drain Judge Robert E. Gerber Judge Martin Glenn Judge Arthur J. Gonzalez Judge Allan L. Gropper Judge Adlai S. Hardin Jr. Judge Burton R. Lifland Judge Cecelia G. Morris Judge James M. Peck The Attorneys for the United States Trustee's

Office for the Southern District of New York Tracy Hope Davis Nadkarni Joseph Nazar Khodorovsky Marylou Martin Anna M. Martinez Brian S. Masumoto Richard C. Morrissey Serene Nakano

Linda A. Riffkin Paul K. Schwartzberg Andy Velez-Rivera Greg M. Zipes

NYI-4181574v3

SCHEDULE 2 TO ROBINS DECLARATION

Name of Entity Relationship to Debtors Relationship to Greenhill

Cerberus

Business Affiliate of Chrysler LLC Directors and

Managers/Owner (Member of Chrysler Holding

LLC)/Holder of Second Lien Debt

Unrelated engagements in 2004 and 2005

Ikon Office Solutions, Inc. Business Affiliate of Chrysler LLC Directors and Managers Vendor

Sonnenschein Nath & Rosenthal LLP

Professional for Non-Debtor Party-in-Interest Vendor (2005 and prior)

Citibank, N.A.

Secured Lender and Administrative

Agent/Counterparty to Derivative

Agreements/Depository and Disbursement Bank

Client on unrelated matters; Lender for U.S. private equity

fund

Royal Bank of Scotland Plc. Secured Lender and Administrative Agent

Lender for U.K. private equity fund

Bank of America, N.A. Depository and Disbursement Bank Vendor; Lender

Royal Bank of Canada

Depository and Disbursement Bank/Issuer of Line or Letter

of Credit/Counterparty to Derivative Agreements

Vendor; Holder of Canadian cash accounts

Delphi Automotive Systems Supplier

Representation of Pension Benefit Guaranty Corporation

in Delphi bankruptcy proceedings

Goldman Sachs

Secured Lender and Administrative

Agent/Counterparty to Derivate Agreements

Vendor; Underwriter of past offerings

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Hapag-Lloyd Common Carrier Client on unrelated matters

Ironshore Insurance Insurer Portfolio company of U.S. and U.K. private equity funds

Blue Cross Blue Shield Benefits Administrator Vendor

Deloitte Tax LLP Debtors’ Professionals Vendor

NYI-4181574v3

EXHIBIT C (Proposed Order)

NYI-4181574v3

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- In re Chrysler LLC, et al.,

Debtors.

---------------------------------------------------------------

x : : : : : : : : x

Chapter 11 Case No. 09-50002 (AJG) (Jointly Administered)

FINAL ORDER PURSUANT TO

BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE FOR AUTHORIZATION

TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

Upon the Application, dated May 6, 2009, of Chrysler LLC and certain of its

affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases

(collectively, the “Debtors”), pursuant to rule 2014(a) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) and sections 327(a) and 328(a) of title 11 of the United

States Code (the “Bankruptcy Code”), authorizing the employment and retention of Greenhill &

Co., LLC (“Greenhill”) as their investment banker pursuant to the terms of that certain

engagement letter, dated April 23, 2009 (the “Greenhill Agreement”), a copy of which is

attached as Exhibit “A” to the Application, and upon the Declaration of Bradley A. Robins, the

Managing Director of Greenhill, dated May 6, 2009 (the “Robins Declaration”), which is

attached as Exhibit “B” to the Application; and the Court being satisfied based on the

representations in the Application and the Robins Declaration that Greenhill is “disinterested” as

defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code, and holds no interest adverse to the Debtors or their estates in connection with

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the matters for which Greenhill is to be retained by the Debtors, as required by section 327(a) of

the Bankruptcy Code; and the Court having jurisdiction to consider the Application and the relief

requested therein pursuant to 28 U.S.C. § 1334 and the Standing Order of Referral of Cases to

Bankruptcy Judges of the United States District Court for the Southern District of New York

(Ward, Acting C.J.), dated July 10, 1984; and consideration of the Application and the relief

requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being

proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of

the Application having been provided, and it appearing that no other or further notice be

provided; and the Court having reviewed the Application; and the Court having determined that

the legal and factual bases set forth in the Application establish just cause for the relief granted

herein; and upon all of the proceedings had before this Court, and after due deliberation and

sufficient cause appearing therefor, it is hereby ORDERED that:

1. The Application is granted to the extent set forth herein on a final basis,

nunc pro tunc to the Petition Date.

2. In accordance with sections 327(a), 328(a), and 1107(a) of the Bankruptcy

Code, the Debtors are authorized, effective as of the Petition Date, to employ and retain

Greenhill on a final basis, as the Debtors’ investment banker, on the terms set forth in the

Greenhill Agreement.

3. The Greenhill Agreement is approved pursuant to section 328(a) of the

Bankruptcy Code, and the Debtors are authorized to pay, reimburse, and indemnify Greenhill

according to the terms and at the times specified in the Greenhill Agreement.

4. Greenhill shall earn a Transaction Fee (as defined in the Greenhill

Agreement) in an amount of $1,000,000 payable in cash (i) upon consummation of a Transaction

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(as defined in the Greenhill Agreement) on which Greenhill has delivered an Opinion (as defined

in the Greenhill Agreement) (whether or not consummated during the term of the Greenhill

Agreement) or (ii) upon the consummation of a Transaction within 12 months from the date of

the execution of the Greenhill Agreement.

5. In addition to any fees that may be payable to Greenhill under the

Greenhill Agreement (and regardless of whether a Transaction occurs), Greenhill shall receive

reimbursement for reasonable travel and other out-of-pocket expenses incurred by Greenhill in

performing its services under the Greenhill Agreement, including the reasonable fees and

expenses of legal counsel.

6. Greenhill shall not be required to maintain or submit to the Court records

of detailed time entries in connection with professional services described in the Application, or

submit interim or final fee applications. In order to demonstrate the services provided by

Greenhill to the Debtors, each month Greenhill will file a schedule that identifies those

professionals which have provided services on behalf of the Debtors and that provides a general

description of the services performed by such professionals.

7. Greenhill shall be compensated in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules

and such procedures as may be fixed by the Court.

8. Notwithstanding the foregoing, fee applications filed by Greenhill shall be

subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy

Code, and not subject to the review set forth in section 330 of the Bankruptcy Code.

9. To the extent that there may be any inconsistency between the terms of the

Application, the Greenhill Agreement, or this Order, the terms of this Order shall govern.

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10. The Debtors are authorized to indemnify and hold harmless Greenhill and

its affiliates, their respective officers, directors, employees, agents and each other entity or

person, if any, controlling Greenhill or any of its affiliates, and each of their respective

successors and assignees pursuant to the indemnification provisions of the Greenhill Agreement.

11. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application.

12. The terms of this Order shall be immediately effective and enforceable

upon its entry.

13. This Court shall retain jurisdiction to hear and determine all matters

arising from the implementation of this Order.

Dated: New York, New York , 2009

UNITED STATES BANKRUPTCY JUDGE