schulte roth & zabel llp special counsel to the debtors ... · fee statement of schulte roth...

SCHULTE ROTH & ZABEL LLP Special Counsel to the Debtors and Debtors in Possession 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 Adam C. Harris Lawrence V. Gelber UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------x : In re : Chapter 11 Case Nos. : CHRYSLER LLC, et al., : 09-50002 (AJG) : Debtors. : (Jointly Administered) ------------------------------------------------------x

NOTICE OF MONTHLY FEE STATEMENT OF SCHULTE ROTH & ZABEL LLP FOR PERIOD JUNE 1, 2009 THROUGH JUNE 30, 2009

PLEASE TAKE NOTICE that pursuant to paragraph 2(b) of the interim

compensation procedures order, dated May 20, 2009 (Docket No. 1334), attached is the monthly

fee statement of Schulte Roth & Zabel LLP for the period June 1, 2009 through June 30, 2009.

Dated: New York, New York July 20, 2009

SCHULTE ROTH & ZABEL LLP Special Counsel to the Debtors and Debtors in Possession By: /s/ Lawrence V. Gelber Adam C. Harris Lawrence V. Gelber (Members of the firm) 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955

Exhibit A

EXHIBIT A PROFESSIONAL SERVICE RENDERED

BY SCHULTE ROTH & ZABEL LLP ON BEHALF OF THE DEBTORS DURING THE PERIOD OF JUNE 1, 2009 TO JUNE 30, 20091

NAME OF PROFESSIONAL

PARTNERS

YEAR OF ADMISSION

TO BAR DEPARTMENT

2009 BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Chin, Kirby 1996 Finance $715.00 1.4 $1,001.00 Cohen, David 1982 Employment &

Employee Benefits

$820.00 9.3 $7,626.00

Epstein, Howard B. 1977 Environmental $820.00 0.5 $410.00 Gelber, Lawrence V. 1992 Business

Reorganization $715.00 11.6 $8,294.00

Kiesel, Robert R. 1992 Finance / Intellectual Property, Sourcing & Technology

$780.00 25.5 $19,890.00

Kusnetz, Dan A. 1983 Tax $820.00 163.9 $134,398.00 Lenobel, Jeffery A. 1979 Real Estate $880.00 50.1 $44,088.00 Littenberg, Michael R.

1991 Business Transactions

$780.00 0.5 $390.00

Loper, Robert B. 1988 Business Transactions

$780.00 4.8 $3,744.00

Moss, Laurence M. 1996 Employment & Employee Benefits

$715.00 20.5 $14,657.50

Pressman, Gregory P. 1970 Real Estate $780.00 17.4 $13,572.00 Presutti, Richard A. 1997 Business

Transactions $715.00 105.0 $75,075.00

Richman, Ron E. 1982 Employment & Employee Benefits

$820.00 4.6 $3,772.00

Swartz, Michael 1992 Litigation $745.00 4.3 $3,203.50 Vitale, Joseph 1998 Bank Regulatory $715.00 1.1 $786.50 Waldenberg, Alan S. 1978 Tax $880.00 20.1 $17,688.00 Total Partners 440.6 $348,595.50

1 In addition, Schulte Roth & Zabel LLP seeks reimbursement of $36,686.49 for fees and expenses incurred in connection with the preparation of its June 22 fee statement in accordance with the Compensation Procedures Order.

NAME OF

PROFESSIONAL

SPECIAL COUNSEL

YEAR OF ADMISSION

TO BAR DEPARTMENT

2009 BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Cooper, Stacey 1994 Business Transactions

$645.00 7.6 $4,902.00

Duvanel, Fonda 1997 Real Estate $645.00 80.7 $52,051.50

Horne, Neil P. 1996 Business Transactions

$645.00 78.7 $50,761.50

Kareff, Scott M. 1995 Intellectual Property, Sourcing & Technology

$670.00 3.4 $2,278.00

Marks, Mary K 1994 Business Transactions

$645.00 10.9 $7,030.50

Total Special Counsel

181.3 $117,023.50

NAME OF

PROFESSIONAL

ASSOCIATES

YEAR OF ADMISSION TO BAR

DEPARTMENT2009

BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Ang (Chorba), Beverly J.


$585.00 26.70 $15,619.50

Benda, Jillian L. 2008 Business Transactions

$435.00 117.00 $50,895.00

Berger, Jason H. 2004 Real Estate $565.00 21.10 $11,921.50 Bilgrei, Joshua D. 2006 Business

Transactions $485.00 113.80 $55,193.00

Blattmachr, Jonathan D.

2009 Business Reorganization

$375.00 4.90 $1,837.50

Brooker, Jeffrey D.


$485.00 60.80 $29,488.00

Chaikin, Seth 2008 Real Estate $435.00 55.00 $23,925.00 Corrado, Nicholas A. N/A2 Intellectual

Property, Sourcing & Technology

$375.00 0.20 $75.00

Daniel, Stacey 2008 Real Estate $435.00 39.30 $17,095.50 Dolinsky, Greg N/A3 Real Estate $375.00 59.70 $22,387.50

2 Mr. Corrado is awaiting admission to the bar. 3 Mr. Dolinsky is awaiting admission to the bar.


ASSOCIATES


DEPARTMENT2009

BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Dooley, Rosemary 2000 Business Transactions

$605.00 25.10 $15,185.50

Faine, Lindsay 2005 Tax $525.00 58.90 $30,922.50 Frank, Erica E. 2008 Employment &

Employee Benefits

$435.00 0.10 $43.50

Gitlitz, Lauren

2006 Real Estate $525.00 72.00 $37,800.00

Goldberger, Alon M. 2008 Finance $435.00 0.50 $217.50 Hansen, Emma S. 2009 Employment &

Employee Benefits

$375.00 4.00 $1,500.00

Heaton, Matthew S. N/A4 Real Estate $375.00 30.50 $11,437.50 Herbert, Jeffrey L. 2004 Bank Regulatory $545.00 4.10 $2,234.50 Hirsch, Adam L. 2005 Business

Reorganizations $545.00 1.40 $763.00

Jacobs, Jonathan D.

2006 Finance $525.00 1.20 $630.00

Jasani, Azmina N. 2009 Litigation $435.00 5.80 $2,523.00 Johnson, Heather N. N/A5 Tax $375.00 18.40 $6,900.00 Kaplan, Marisa J. 2008 Intellectual

Property, Sourcing & Technology

$435.00 1.00 $435.00

Kelleher, Bryanne E. 2008 Employment & Employee Benefits

$435.00 11.50 $5,002.50

Klein, David M. 2008 Business Transactions

$435.00 5.30 $2,305.50

Kokalj, James K. N/A6 Business Transactions

$375.00 15.10 $5,662.50

Lee, James C. 2004 Business Transactions

$545.00 154.30 $84,093.50

Magnor, Erin M. 2008 Business Transactions

$435.00 5.10 $2,218.50

McDoom, Leah V. N/A7 Finance $485.00 1.10 $533.50 Melnick, Katie 2008 Litigation $435.00 3.90 $1,696.50

4 Mr. Heaton is awaiting admission to the bar. 5 Ms. Johnson is awaiting admission to the bar. 6 Mr. Kokalj is awaiting admission to the bar. 7 Ms. McDoom is awaiting admission to the bar.


ASSOCIATES


DEPARTMENT2009

BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Min, Eric H. 2008 Finance $435.00 1.80 $783.00 Modi, Nina N/A8 Business

Transactions $375.00 99.20 $37,200.00

Park, Sung Uk 2001 Business Transactions

$615.00 31.40 $19,311.00

Payne, Arlene M.

2008 Finance $485.00 0.50 $242.50

Pevarnek, Kate N/A9 Real Estate $375.00 3.60 $1,350.00 Pollak, Justin R. N/A10 Business

Transactions $375.00 111.30 $41,737.50

Pollock, Keith J. 2004 Real Estate $545.00 1.00 $545.00 Schuerman, Kate L. 2009 Litigation $375.00 2.70 $1,012.50 Shaitanau, Pavel N/A11 Business

Transactions $375.00 54.40 $20,400.00

Shmidoff, Julia N/A12 Real Estate $375.00 2.20 $825.00 Suurenbroek, Okke 200413 Tax $485.00 21.10 $10,233.50 Tanchum, Meredith J. 2008 Litigation $435.00 11.60 $5,046.00 Tomasetti, Nicholas R. 2005 Business

Transactions $525.00 99.20 $52,080.00

Wanapha, Watt 2008 Intellectual Property, Sourcing & Technology

$525.00 9.90 $5,197.50

Wei, Yanjun 2000 Business Transactions

$615.00 1.40 $861.00

Weiner, David E. 1997 Tax $565.00 110.40 $62,376.00 Young, Adam R. 2008 Business

Transactions $435.00 109.50 $47,632.50

Total Associates 1589.00 747,375.00

8 Ms. Modi is awaiting admission to the bar. 9 Ms. Pevarnek is awaiting admission to the bar. 10 Mr. Pollak is awaiting admission to the bar. 11 Mr. Shaitanau is awaiting admission to the bar. 12 Ms. Shmidoff is awaiting admission to the bar. 13 Mr. Suurenbroek is only admitted to the bar in Amsterdam, the Netherlands.

NAME OF NON-ATTORNEY PROFESSIONAL

DEPARTMENT -- POSITION

2009 BILLING RATES

HOURS BILLED

TOTAL COMPENSATION

Checkley, Gail J. Corporate Department Assignment Coordinator

$250.00 0.60 $150.00

Ginsburg, Laraine C. Research Librarian $180.00 0.70 $126.00 Lee, Yooson Business

Transactions Legal Assistant

$240.00 1.10 $264.00

Saposnik, Shelly Business Reorganization Legal Assistant

$200.00 0.30 $60.00

Scarboro, Robert Intellectual Property Legal Assistant

$245.00 44.70 $10,951.50

Schulman, Eric C. Employment and Employee Benefits Legal Assistant

$150.00 4.10 $615.00

Spencer, Kailah Business Transactions Legal Assistant

$195.00 54.80 $10,686.00

Zydel, Lisa J Real Estate Legal Assistant

$285.00 1.00 $285.00

Total Non-Attorney Professionals

107.30 $23,137.50

Exhibit B

EXHIBIT B

AGGREGATED ACTUAL AND NECESSARY EXPENSES INCURRED BY SCHULTE ROTH & ZABEL LLP DURING THE PERIOD OF JUNE 1, 2009 TO JUNE 30, 2009

CATEGORY OF EXPENSES TOTALS

Mail & Messenger Services $1,440.51

Local Transportation $8,350.72

Filing Fees $4,079.50

Automated Document Production $1,470.00

Overtime Related Expenses $4,153.27

Reprographics Expenses $5,077.96

Communication Expenses $1,691.10 Conference and Meeting Meals $96.37 Expenses Related to Preparation of Fee Application

$1006.28

Miscellaneous ($650.20)1 Total Disbursements $26,715.51

1 This category includes a credit in the amount of $650.20 for petty cash returned from a previous advance.

Exhibit C

Invoice No. RAP 1127917 Invoice Date: 07/17/2009 Old CarCo LLC 1000 Chrysler Drive, Suite T1001 Aurburn Hills, MI 48326-2766 Attention: Ronald E. Kolka

Client Number : 015033 Matter Number: 0002

Employer Identification Number 13-2633996

Schulte Roth & Zabel LLP

1152 15th Street NW, Suite 850, Washington D.C. 20005

Re: Fiat Transaction FOR PROFESSIONAL SERVICES RENDERED through June 30, 2009 Total Fees $1,173,613.00 Fees and Expenses Incurred in Connection With Preparation of June 22 Fee Statement $36,686.49 Client Charges and Disbursements $25,299.21

TOTAL AMOUNT OF THIS INVOICE $1,235,598.70

015033 0002 07/17/2009

Chrysler Bankruptcy Fiat Transaction

Invoice No. RAP 1127917Page 2

Date Timekeeper Hours

05/11/09 G.P. Pressman Reviewing forms of mortgage (.8); reviewing charts re: properties and transfer tax laws (.7); reviewing status of title updates (.5).

2.0

05/12/09 G.P. Pressman Reviewing forms of mortgage (1.0); reviewing schedules of properties to be mortgaged (.5).

1.5

05/13/09 G.P. Pressman Reviewing documents re: schedules of properties, applicable jurisdictions, etc. (.7); calls w/ opposing counsel re: property schedules (.5).

1.2

05/18/09 G.P. Pressman Calls w/ title co. re: various title issues (.5); calls w/ S&C re: transfer tax filings, etc. (.7); reviewing summaries of applicable transfer tax rules (.8).

2.0

05/19/09 G.P. Pressman Reviewing schedules of properties to be transferred (1.0); reviewing transfer tax information (1.0); calls & e-mails to co-counsel & opposing counsel (.7).

2.7

05/20/09 G.P. Pressman Reviewing status of transfer tax filings, conveyance documents (.7); telephone conferences w/ bankruptcy counsel, counsel for Fiat, etc. (1.0).

1.7

06/01/09 A.N. Jasani Reviewed documents for antitrust scrutiny and redacted sensitive information.

5.8

06/01/09 A.R. Young Multiple teleconferences with Freshfields and local counsel regarding the local transfer documents (3.2); multiple emails re: same (4.1); all hands conference call for legal team (S&C, JD, Freshfields) regarding status (2.0); editing and turning changes in transactions documents (5.3); strategizing regarding valuation of India and Dutch restructuring (1.0).

15.6

06/01/09 B.E. Kelleher Attend to request from J. Kozlowski re: assembling benefit plan documents pursuant to Schedule 3.15 (1.8); strategizing re: same (.5).

2.3

06/01/09 B.J. Ang Correspondence regarding foreign investment filings in Chile and Taiwan (6.7). Calls and correspondence regarding director and officer questions for Form CO (1.5). Provided updates regarding merger control status (0.1). Organized conference call regarding seconded employees at Chinese subsidiaries (0.2)

8.5

015033 0002 07/17/2009




06/01/09 D. A. Kusnetz Conf calls and work re: mitigation of D&O liability (1.2); respond to Nardelli demand for tax escrow (2.3); work re: sale order issuance and appeal period and impact on timing of closing and pre-closing transactions (2.1); TC w/ JD re: timing of Canada and Mexico transactions (1.3); work re: intercompany balances (2.2).

9.1

06/01/09 D.E. Weiner Read and reviewed Master Technology & Product Sharing Term Sheet, e-mailed and discussed with S&C attorneys regarding the documents and drafted tax comments to the Term Sheet and strategizing re: same (1.4); read and reviewed e-mails, valuation analysis of non-U.S. entities, PwC tax analysis non-U.S. tax issues, transaction documents and transfer documents related to the transfer on the non-U.S. entities (2.8); e-mailed and discussed with PwC attorneys and Chrysler Tax regarding the transaction documents, valuation analysis and various tax issues with respect to the transfer of the non-U.S. entities and strategizing re: same (3.4).

7.6

06/01/09 E. Schulman Organizing benefits documents pursuant to Schedule 3.15(a) per request of Julie Kozlowski

3.4

06/01/09 E.E. Frank Attention to Mexican employment documents. 0.1

06/01/09 E.H. Min Responded to information request re: number of Chrysler HK share certificate.

0.1

06/01/09 E.M. Magnor Distributed local transfer documents. 0.3

06/01/09 E.S. Hansen Attention to Canada and Mexico benefit plan documents requested by Chrysler

3.6

015033 0002 07/17/2009




06/01/09 F. Duvanel Strategize re: revision of deeds, lease assignment and lease memoranda. (0.8) E-mails to and from M. Roberston at Cadwalader re: property valuations and mortgage taxes. (0.4) E-mails to and from B. Barragate re: bankruptcy court order. (0.2) T/Cs w/ and e-mails to and from C. Zelinger re: bankruptcy court order, revision of transfer documents and real estate documents. (0.8) Review and distribution of revised execution versions of deeds and assignments of ground leases. (1.2) E-mails re: status and open items. (0.4) E-mails to and from N. DiMartini, K. Creedon and M. Alvey at Fidelity re: bankruptcy court sale order and Massachusetts requirements. (0.4) Strategizing re: re-execution of MA deeds and revision of transfer documents. (0.6) Strategizing re: real estate assignment (0.4)

5.2

06/01/09 G. Dolinsky Follow-up w/ local counsels re: specific recording requirements in certain counties (0.2). Sent Illinois counsel docs to be filed at municipal level (0.2). Review of real estate docs for confi/non-disclosure provisions (3.6). Sending docs to Chaim at S&C for his review (1.3).

5.3

06/01/09 G.P. Pressman E-mails & telephone calls re: draft deeds (.4); reviewing various transfer documents (.3).

0.7

06/01/09 H.B. Epstein Review closing Order. 0.5

06/01/09 H.N. Johnson Determine whether Directors and Officers Liability Certificate needs to be updated regarding Turkey (.8) Analysis of FIRPTA certificate filers and related filings thereto (.5); Distribute and annotate revised structure charts (.7).

2.0

06/01/09 J. Vitale Review bankruptcy court opinion and final order (.3); email correspondence with A. Fitzgerald and M. Brennan of Hogan & Hartson regarding same (.1)

0.4

06/01/09 J.A. Lenobel Revise and reprint deeds (1.2). Review all documents (2.0). T/Cs w/ and e-mails to and from S&C re: status of bankruptcy sale order and open items. (1.0). T/Cs w/ S&C re: non-consolidation opinion (.8).

5.0

015033 0002 07/17/2009




06/01/09 J.C. Lee Attention to finalization of the transfer of domestic entities (2.6). Attention to finalization of transfer of foreign entities (1.4). Attention to funding mechanics with Jones Day (.7). Attend and resolve issues at the pre-closing. TC with Varma (S& C) regarding open issues on foreign transfers and other outstanding deal documents (1.4). Review and revise APA amendment (.9). Review and attention to Mexico pre-closing restructuring (1.8). Attention to Canada pre-closing restructuring, including attention to related corporate authorizations (2.6). Finalization of closing deliverables (1.4). Review of bills of sale that concern transfers by Alpha Holdings, including related follow up concerning the same (1.2). Strategize re: closing mechanics and remaining open issues regarding the financing and open deal documents.(.7)

14.7

06/01/09 J.D. Bilgrei Attention to foreign stock transfers including the review and revision of documents regarding same (9.0), correspondence with foreign counsel regarding same (0.5), call with Sullivan and Jones Day regarding closing checklist (1.5), review and revise closing checklist (0.5), attention to Mexico/Canadian restructuring (0.5), revise Canadian Step Plan (1.5)

13.5

06/01/09 J.D. Blattmachr Reviewed docket, coordinated re: OCP issues. 0.4

06/01/09 J.D. Brooker Prepare for and attend conference call with Freshfields and Jones Day re: equity transfers (1.1); prepare for and attend conference call with Chilean counsel re: equity transfer (0.7); prepare for and attend conference call with Jones Day and Sullivan & Cromwell re: closing items (3.0); review equity transfer documents and signature pages (3.7); email and telephone conversation with Diane DiMatteo re: signature pages (0.2); attention to diligence production (0.8).

9.5

06/01/09 J.H. Berger Multiple communications with and coordinated affidavits, form documents and conflicts with local counsels and Jones Day (0.7). Addressed and resolved multiple open issues re: opinions (0.5). Reviewed documents (0.5).

1.7

015033 0002 07/17/2009




06/01/09 J.L. Benda Drafting closing deliverables checklist to reflect updated status items (5.2). Drafting closing checklist to reflect updated status items (1.4). Drafting, compiling and distributing Canadian pre-Closing restructuring documents and signature pages (4.4). Distributing and collecting signature pages and finalized documents for inclusion in closing room (1.6). Attending to various matters in connection with closing (1.5).

14.1

06/01/09 J.L. Herbert Attention to status of FCC consent (.7). Follow up with Hogan & Hartson (1.4). Providing documents to Hogan & Hartson as requested for FCC consent (.5).

2.6

06/01/09 J.R. Pollak Correspondence re: PoAs for Taiwan transfers (1.0); Conference call with international counsel re: closing requirements in various jurisdictions (2.0); Review of documents in preparation for name change of Chrysler LLC (1.0); Review of international transfer documents and signature pages (5.0); Update of international transfer documents on closing checklist (4.5).

13.5

06/01/09 K. Chin Reviewed revised Canadian promissory note (.2); reviewed pension plan note and comments (.1)

0.3

06/01/09 K. Melnick Review documents for antitrust issues and redact accordingly.

1.2

06/01/09 K. Spencer Assisted with closing preparations for Chrysler - Fiat transactions (preparing closing deliverable folders) and setting up and maintaining closing table at CWT.

7.0

06/01/09 K.L. Schuerman Reviewing documents for competitively sensitive information.

0.2

06/01/09 L. Gitlitz Discuss and resolve parcel and legal description issues with title company and Chrysler (1.9); Review and organize signature pages (1.5); Review and revise quitclaim deeds (2.7); Review ground leases, prepare and revise ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (2.2); Prepare and organize documents for title company (2.1).

10.4

015033 0002 07/17/2009




06/01/09 L.M. Faine Correspond with working group regarding updated transfer documentation for Chile, Taiwan, Korea and Hong Kong and review same (1); review updated transfer filings and confirm allocation of purchase price for each such filing (1.5); correspond regarding Luxembourg entity structure (.2); strategize regarding open issues related to transfer of foreign entities (.7); review and revise updated promissory note for Canadian restructuring, correspond with K. Chin and J. Askland regarding same (.8); review updated documents reflecting Mexican restructuring and strategize regarding same (.6); attention to issues regarding Luxembourg residency opinion (.1); attention to issues regarding Taiwan transfer share price (.2).

5.1

06/01/09 L.V. Gelber Review opinion re: 363 sale (.4); review sale order (.4). 0.8

06/01/09 M. Swartz Email exchange and t/c with S. McHale re: CFIUS; strategize re: same.

0.2

06/01/09 M.J. Tanchum Reviewed documents for antitrust sensitivity for Chrysler to share with Fiat.

5.5

06/01/09 M.K. Marks Review EC Derogation for consistency with Derogation Request (1.3); follow up regarding Turkish transfer issues (0.2); t/c Taiwan foreign investment filing (0.4); follow up re: China approval, and conf call re: seconded employees and gun jumping issues (1.3); update Jun Cho re: Asia closing details (0.5); work with tax w/r/t Turkish stamp/transfer tax issues (0.5); follow up with local counsel re: Serbian clearance (0.4)

4.6

06/01/09 M.S. Heaton Reviewed real property docs for confidentiality provisions. 2.9

06/01/09 N. Horne Attention to foreign entity transfers, including reviewing documents related to foreign entity transfers, reviewing and preparing e-mails related to foreign entity transfers, attending teleconference with Freshfields and M. Gray, attending teleconference with Freshfields and C. Eyzaguirre related to foreign entity transfers (5.2); attended meeting re: status and next steps (0.5); reviewing e-mail from client and attachments related to contracts and preparing related response (0.3)

6.0

06/01/09 N.R. Modi Pre closing preparations including reviewing closing deliverables, signature pages, and execution copies of documents.

11.8

015033 0002 07/17/2009




06/01/09 N.R. Tomasetti Teleconferences re: closing status (1.8); meetings re: pre closing (1.2); compile issues list, revise same, coordinate with S&C re: same (3.8).

6.8

06/01/09 O. Suurenbroek Review local documents (transfer values, misc. changes) (1.0), revised proceeds allocated to CNI as a result of 0.01% India share (1.0), follow up on misc. transfer value, transfer tax etc questions (1.1).

3.1

06/01/09 P. Shaitanau Attention to client's requests to review and upload documents (3.1); Attention to closing matters (3.9); Conference call with FBD re: foreign entity transfers (0.6); Strategize re: closing matters (0.9); Attention to organizational documents of Bessemer Chrysler Jeep Dodge, Inc., Downriver Dodge, Inc., and La Brea Avenue Motors, Inc. (0.6).

9.1

06/01/09 R. Kiesel Telephone conferences re: open MIA issues (3.1); review closing documents (1.2); MIA revisions (0.7).

5.0

06/01/09 R. Presutti Review closing issues (3.9); attention to tax structuring issues and tax indemnity and strategized re: same (1.8); on-going TCWs Leese re: closing issues and settlement agreement issues and prepare for same (2.2); CFW Nardelli and Manzo re: closing status and settlement agreement and TCW Heiman re: same (1.0); CCw JD and S&C re: closing checklist (2.0).

10.9

06/01/09 R. Scarboro Completed distribution of email notices to foreign counsel regarding revised invoices (0.9), reviewed and organized new invoices (2.3), updated chart and strategized re: same (1.3).

4.5

06/01/09 S. Chaikin Reviewed and revised deeds (1.1); Reviewed and revised ground lease assignments, ground lease memoranda, landlord delivery letters, mortgage consent letters (4.1); discussed issues with title company (0.5); discussed closing issues with S&C (0.5).

6.2

06/01/09 S. Cooper F/u re: Lux note (0.1), US tax forms (0.4). 0.5

06/01/09 S. Daniel Reviewed and revised documents related to closing including quitclaim deeds, deeds to improvements, and memos (2.8); organized signature pages (1.0); sent out signature pages and other matters related to closing (1.0).

4.8

06/01/09 S.M. Kareff Revisions to Master Technology and Product Sharing Agreement.

0.5

015033 0002 07/17/2009




06/01/09 W. Wanapha Negotiate w/ V. Varma re: proposed changes to the Master Product and Technology Sharing Agmt (3.2); attention to revision of tax provision to Master Product and Technology Sharing Agmt (0.3).

3.5

06/02/09 A.M. Payne Answering questions from S&C regarding the security interest granted in connection with the Chrysler's prior secured lending facilities.

0.2

06/02/09 A.R. Young Multiple teleconferences with Freshfields and local counsel regarding the local transfer documents (3.5); multiple emails re: same (3.5); all hands conference call for legal team (S&C, JD, Freshfields) regarding status (1.5); editing and turning changes in transactions documents (5.3); call with V. Varma of S&C re: open issue list and closing deliverables checklist (1.0); drafting consent of Chrysler Netherlands Distribution B.V. and coordinated signatures (1.0).

15.8

06/02/09 A.S. Waldenberg Attention to Canadian tax issue and filing Alpha returns. 0.8

06/02/09 B.E. Kelleher Attend to request from J. Kozlowski re: documents pursuant to Schedule 3.15(a).

1.1

06/02/09 B.J. Ang Correspondence regarding finalizing Chile and Taiwan foreign investment filings (1.0). Obtained and circulated information required for Form CO (0.2).

1.2

06/02/09 D. A. Kusnetz Work on tax indemnity and administrative expense claims issues (3.4); work re: real estate transfer matters (4.1); review/revise NSC transfer planning and execution (2.1); negotiate w/ S&C re: tax interpretation of MTA and language of MTA amendments (1.9); work re: asset valuation issues (1.2).

12.7

06/02/09 D.E. Weiner Telephone conference with Jones Day Tax, S&C Tax, and Chrysler Tax to discuss various tax issues with respect to the transaction (.9); telephone conference with PwC personnel and D. Devine attorneys regarding various tax issues with respect to the transfer of the non-U.S. entities (.8); read and reviewed e-mails, valuation analysis, and transaction documents (3.1); e-mailed and discussed with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax to discuss the transaction, the transfer of the non-U.S. entities, the valuation analysis and various US and foreign tax issues (4.1).

8.9

015033 0002 07/17/2009




06/02/09 D.M. Klein Reviewing Russia transfer docs and additional NSC documents in preparation of closing.

1.7

06/02/09 E. Schulman Organizing benefits documents pursuant to Schedule 3.15(a) per request of Julie Kozlowski

0.7

06/02/09 E.H. Min Discussed pledge of Argentina entity w/ J. Bilgrei and A. Payne (0.4); participated in call w/ Argentina counsel (0.6).

1.0

06/02/09 E.M. Magnor Reviewed changes to local transfer documentation. 2.0

06/02/09 E.S. Hansen Compiling international benefits documents requested by Chrysler

0.4

06/02/09 F. Duvanel Strategize re: revision of deeds and lease assignments. (0.6) T/Cs w/ and e-mails to and from C. Zelinger re: transfer documents and real estate documents (0.8). Review of transfer tax returns and affidavits re: real property values. (0.6). E-mails re: dealership leases and subleases. (0.6) Review of e-mails re: New York transfer tax returns (0.3) Review and revision of execution versions of deeds and assignments of ground leases (1.6). Strategize re: open items. (0.3) E-mails to and from K. Creedon and M. Alvey at Fidelity re: bankruptcy court sale order and Massachusetts requirement. (0.4) E-mails to and from D. Schinella at Chrysler re: execution of deeds. (0.3) E-mails to and from N. DeMartini and M. Alvey at Fidelity re: delivery of escrow documents. (0.3).

5.8

06/02/09 G. Dolinsky Reviewing loan docs 1.1

06/02/09 G.P. Pressman E-mails & calls to title co. re: deeds, timing of closing, etc. 0.7

06/02/09 H.N. Johnson Conference call regarding readiness for closing with Jones Day, Chrysler Tax, and others (1.2); Call with Chrysler regarding Venezuela tax issues with (.8); Research Venezuelan/U.S. tax treaty protection available (2.5); Look up provision in MTA regarding flow of capital and compare with bankruptcy final order (.4).

4.9

06/02/09 J. Vitale Review Exhibit A to bankruptcy court order; email correspondence with A. Fitzgerald and M. Brennan of Hogan & Hartson regarding same (.2); attention to issues re: absence of regulatory language in court order (.1); email correspondence with A. Fitzgerald regarding same (.1); email correspondence with M. Brennan regarding FCC license change in control approval (.1).

0.5

015033 0002 07/17/2009




06/02/09 J.A. Lenobel Review closing procedures w/ S&C and title company (.7). T/Cs w/ S&C re: non con issues. (.6). Review revised deeds and lease assignments (3.4). T/Cs w/ and e-mails to and from title company re: deeds, release of documents from escrow and transfer taxes (.8).

5.5

06/02/09 J.C. Lee Revising and finalizing Canada pre-closing restructuring documents, including TC with McCarthy regarding the same (3.6). Attention to finalization of foreign transfer documents (1.2). Attention to finalization of Master Industrial Agreement (.6). Review of bankruptcy filings (1.7). Review of S&C's comments to non-NSC transfer documents (.9). TC with S&C, Chrysler and Jones Day on tax concerns related to transfers of entities and pre-closing transactions (.8). Revise and review Powers of Attorney releases (.6). Attention to name changes of entities (1.2). Review of comments to bills of sale (.7). Review and prepare closing checklist for distribution to UST/CWT (1.5). Review of Mexico governance agreements related to pre-closing transactions (.4). Analyze which entities would be transferred following the closing (1.4). Attention to Korea share transfer registration issues (.6)

15.2

06/02/09 J.D. Bilgrei Attention to foreign stock transfers including the review and revision of documents regarding same (10.5), correspondence with foreign counsel regarding same (0.5), call with Freshfields regarding same (1.5), review and revise closing checklist (0.5), attention to Mexico/Canadian restructuring (0.5), call with Jones Day, Sullivan and Chrysler tax in connection with Mexico/Canada restructuring (1.0), attention to release of pledge and process including calls with Brett Barragate of Jones Day regarding same (1.0)

15.5

06/02/09 J.D. Blattmachr Reviewed docket. 0.1

06/02/09 J.D. Brooker Prepare for and attend conference call with Chrysler tax regarding restructuring transactions (0.6); prepare for and attend conference call with foreign counsel re: equity transfer (0.7); review open closing items and coordinate production of closing deliverables (3.0); emails to Diane DiMatteo regarding signature pages (0.2); review equity documents and signature pages (2.0); review sale order for funds flow implications (1.0).

7.5

06/02/09 J.D. Jacobs Email regarding liens on Canadian assets. 0.1

015033 0002 07/17/2009




06/02/09 J.H. Berger Multiple communications with and coordinated affidavits, form documents and conflicts with local counsels and Jones Day (0.6). Addressed and resolved multiple open issues re: opinions (0.6). Reviewed real estate transaction documents (0.6). Coordinated OCP affidavit distributions (0.5).

2.3

06/02/09 J.L. Benda Status call re: pre-closing restructurings and other closing issues with Chrysler tax, Jones Day, Sullivan & Cromwell (1.2). Preparing for and attending pre-Closing walk-through at Cadwalader, Wickersham & Taft (6.0). Updating closing deliverables checklist to reflect changes in status for various deliverables following walk-through (7.0).

14.2

06/02/09 J.L. Herbert Providing documents to Hogan & Hartson as requested for FCC consent (.4). Correspondence with Hogan & Hartson regarding receipt of FCC consent and documentation of the same (.3).

0.7

06/02/09 J.R. Pollak CC with Indian counsel re: open issues (1.0); Conference call with international counsel, JD and S&C regarding potential holdups to close (2.5); Tax CC with JD, the company and S&C (1.0); Review of international transfer documents (4.0); Coordination of PoAs (3.5).

12.0

06/02/09 K. Chin Reviewed note for pension plan (.1) 0.1

06/02/09 K. Melnick Review documents for antitrust concerns. 0.9


13.8

06/02/09 K.J. Pollock Preparation of lease assignment (0.6); strategizing re: lease assignments and ground lease memorandums (0.1).

0.7

015033 0002 07/17/2009




06/02/09 L. Gitlitz Explain and discuss property values in order to determine transfer tax with CWT (.7); Review and discuss real estate documents relating to Canadian consents (2.7); Revise checklist of required RE documents and SRZ closing checklist (1.4); Discuss and resolve parcel and legal description issues with title company and Chrysler (3.1); Discuss and address issue with recording Massachusetts Deed (1.2) Prepare additional signature pages and Review and organize signature pages (2.6); Review and revise quitclaim deeds (2.2); Review and revise ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (2.7); Prepare and organize documents for title company (.9).

17.5

06/02/09 L.M. Faine Day 1 telephone conference with Jones Day, Chrysler Tax, S&C, Deloitte and PwC regarding closing issues (1); review updated Canadian restructuring documents, strategize regarding same (1.2); attention to issues regarding Taiwan transfer filing (.2); attention to issues regarding Mexican transfer share price (.3); follow-up with PwC and McCarthy Tetrault regarding Luxembourg residency opinion (.2); review tax forms for Luxembourg entity and strategize regarding same (.3); attention to issues regarding transfer of Chrysler Chile and Venezuela (.3); review and analyze U.S. Venezuela tax treaty (.9); attention to issues regarding transfer of any of the foreign entities, continue to correspond with working group regarding same (.7); correspond with Chilean local counsel regarding issues related to payment of tax and Foreign Investment Committee, translate same (1.2); telephone conference with PwC and D. Devine regarding open transfer tax and capital gains tax issues (.7); strategize regarding Chile and Alpha Holdings (.8); strategize regarding transfer of non-U.S. entities (.6).

8.4

06/02/09 L.V. Gelber Strategy/analysis, work re: pending matters (.8); further review/analysis of opinion and sale order (1.0).

1.8


0.7

015033 0002 07/17/2009




06/02/09 M.K. Marks Gathering docs and analysis on Turkish stamp tax issues (0.4); follow up re: Taiwan foreign investment filing (0.3); correspondence and analysis regarding gun jumping issues in China (0.2); follow up regarding deferred closing jurisdictions and transfer specifics (0.4)

1.3

06/02/09 M.S. Heaton Correspondence with local counsels re: local recording documents outstanding.

0.9

06/02/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, attended teleconference with Freshfields, M. Gray and V. Varma and attended teleconference with B. Barragate related to foreign entity transfers (7.7); attended teleconference with client and A. Solomon related to Tax matters and preparation for closing (0.8); attention to contract matter and reviewing and preparing related e-mails (0.2)

8.7

06/02/09 N.R. Modi Pre-closing preparations at Cadwalader including reviewing closing deliverables, signature pages, and execution copies of documents.

15.5

06/02/09 N.R. Tomasetti Review final transfer documents, revisions to same (5.3); update closing checklist (2.1); t/c with foreign counsel re: logistics of closing (1.3); update closing issues lists (2.1).

10.8

06/02/09 O. Suurenbroek India transfer value and capital gains calculation (1.5), readiness call plus follow-up (2.0), mark-up transfer values sheets, transfer tax due date chart (2.0).

5.5

06/02/09 P. Shaitanau Attention to client's requests to review and upload documents (2.8); Attention to closing matters (4.5); Conference call with C. Alcala re: Mexican restructuring and Mexican closing matters (0.4); Proofreading foreign entity transfer documents (2.9).

10.6

06/02/09 R. Dooley Conf. call w/FBD and S&C re: closing of transfers of NSCs.

1.5

06/02/09 R. Kiesel Telephone conferences re: open MIA issues (2.5); review closing documents (0.9); MIA revisions (0.5); attention to ICT/Procurement issues lists (0.6).

4.5

015033 0002 07/17/2009




06/02/09 R. Presutti Attention to issues concerning the Sales Order (1.2); attention to transition services agreement (0.6); attention to foreign transfers and the related consent issues (1.4); attention to closing mechanics (0.7); correspondence with S&C (Miller) re: finalization of transaction documents (0.2); strategize re: finalization of deal docs (0.9).

5.0

06/02/09 R. Scarboro Prepared index in connection with preparation of closing binder of Project Capitol documents (3.1), reviewed and organized documents (0.9), made revisions to antitrust counsel chart upon review and organization of revised invoices, updated files (1.7).

5.7


2.9

06/02/09 S. Cooper Prep for closing (0.5); Attention to Luxco EIN and resolutions (0.9); Attend Day 1 Readiness c/c (0.6).

2.0


4.3

06/02/09 S. Saposnik E-file affidavit on docket. 0.3

06/02/09 S. U. Park Attention to closing matters (0.9); Review of closing room (0.5); Attention to Canada restructuring, US domestic transfers (0.6); Attention to Mexico restructuring and transfer (0.5).

2.5

06/02/09 S.M. Kareff Follow-up re: S&C changes to Master Technology and Product Sharing term sheet.

0.2

06/02/09 W. Wanapha Follow up w/ V. Varma re: finalization of MIA term sheets (0.4); attention to designation of ACB members (0.2).

0.6

06/02/09 Y.S. Lee Obtain EIN of Bonsol Holding S.a r.l. and distribution of same.

1.0

015033 0002 07/17/2009




06/03/09 A.R. Young Multiple teleconferences with Freshfields and local counsel regarding the local transfer documents (2.5); multiple emails re: same (2.0); all hands conference call for legal team (S&C, JD, Freshfields) regarding status (1.0); editing and turning changes in transactions documents (3.8); multiple teleconference and emails with Freshfields and S&C to determine the entities that will need to be deferred to after the MTA closing (2.0); running comparisons of new transfer documents received from Freshfields and reviewing changes (0.5).

11.8

06/03/09 A.S. Waldenberg Attention to Canadian tax issue with client. 1.8

06/03/09 B.E. Kelleher Attention to production of international benefit plans to J. Kozlowski (1.2).

1.2

06/03/09 B.J. Ang Correspondence regarding Taiwan foreign investment filing (0.2). Requested filing receipt for Argentina filing and circulated Brazilian filing receipt (0.2). Correspondence regarding Taiwanese securities transaction tax (0.1). Correspondence regarding supplier information required for Form CO (0.2). Reviewed and prepared comments to draft follow-up writ to Mexican antitrust authority (0.4). Reviewed APA amendment (0.1)

1.2

06/03/09 D. A. Kusnetz Work re: foreign asset and entity transfer transaction documents and planning (3.2); work re: tax issues raised in MTA (2.1); work re: unpaid tax risks (4.7); conf w/ UCC re: committee's tax issues and concerns from closing mechanics (1.3); work w/ Canadian counsel and Fiat Canadian counsel re: potential tax risks (5.2).

16.5

06/03/09 D.E. Weiner Read and reviewed e-mails pertaining to Chrysler Egypt (.2); discussed with D. Devine regarding tax issues with respect to Chrysler Egypt and strategized re: same (.2).

0.4

015033 0002 07/17/2009




06/03/09 D.E. Weiner Telephone conference with Jones Day Tax, S&C Tax, and Chrysler Tax to discuss various tax issues with respect to the transaction (.6); read and reviewed e-mails, valuation analysis, transfer tax payment chart, US-Venezuela Tax Treaty and Technical Explanation and transaction documents pertaining to the non-U.S. entities (3.3); e-mailed and discussed with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax regarding the transaction, US and non-US tax issues with respect to the transaction, the payment of transfer taxes and the restructuring of the Mexican and Canadian operation and strategizing re: same (3.4).

7.3

06/03/09 D.M. Klein Preparing timezone table in preparation for closing 0.8

06/03/09 E.H. Min Participated in conference call w/ Jones Day and local counsels re: local pledges.

0.3

06/03/09 E.M. Magnor Reviewed local transfer documents. 1.1

06/03/09 F. Duvanel Strategize re: deeds and lease assignments (0.8). Revision of real estate assignment. (0.3) E-mails re: real estate assignment (0.3). Review of revised deeds and lease assignments to Fidelity (1.0) T/Cs w/ and e-mails to and from C. Zelinger re: revisions to deeds and lease assignments (0.6). Distribution of revised execution versions of assignments of ground leases and ground lease memoranda to Chrysler (1.0). E-mails to and from M. Alvey at Fidelity re: bankruptcy court sale order (0.3). Conf. call w/ Cadwalader, Jones Day and Sullivan and Cromwell re: closing checklist and open items (0.6). Strategize re: status and open item s (0.3). Meeting with E. Cronin of Sullivan, M. Alvey of Fidelity and re: delivery of documents into escrow with Fidelity. (1.6).

6.8

06/03/09 G. Dolinsky Sorting out post-closing issues (drafting replacement ancillary forms, solving county level problems, numerous contact w/ the title co and local counsels to ensure all the quitclaim deeds are in proper form, and contain all proper supplementary forms to b e recorded in each county).

9.4

06/03/09 G.P. Pressman Telephone conferences w/ title co. and attorneys at S&C re: transfer tax schedules, lease transfers and deed documents.

1.0

015033 0002 07/17/2009




06/03/09 H.N. Johnson Examine Venezuela/U.S. tax treaty and add to tax indemnity closing certificate based on information received (2.1); Conference call with S&C, Chrysler Tax, Jones Day reviewing open issues (1.2); FIRPTA certificate for Chrysler Aviation (.5).

3.8

06/03/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: checklist and open items. (2.8) Review and revise lease assignments and ground lease memos (2.5); E-mails to and from S&C and title company re: property issues and open items (1.2)

6.5

06/03/09 J.C. Lee Attention to Canada loan funding mechanics (.6). Review and finalization of Amendment No. 2 to MTA (1.4). Attention to revised Taiwan transfer documents (1.1). TC with Freshfields and S&C regarding status of transfer of foreign entities, including related preparation in advance of the meeting (1.8). Attention to required corporate authorizations for closing (.8). Attention to foreign pledge release procedures, including correspondence with JD regarding the same (.4). Tax status call with S&C and JD, including preparation in advance of the call (1.9). Attention to closing documents and the closing room (2.1). Finalization of Master Industrial Agreement (.4). Attention to pre-closing Canada restructuring (2.9). Review of closing checklist and preparing outstanding issues listed (1.6). Attention execution of deal documents (1.7)

16.7

06/03/09 J.D. Bilgrei Attention to foreign stock transfers including the review and revision of documents regarding same (8.5), correspondence with foreign counsel regarding same (0.5), call with Freshfields regarding same (1.5), review and revise closing deliverables checklist (0.5), attention to Mexico/Canadian restructuring including call with Jones Day, Sullivan and Chrysler tax in connection with Mexico/Canada restructuring (1.0), prepare list of location of stock certificates for foreign entities (0.5).

12.5


06/03/09 J.D. Brooker Prepare for and attend conference call re: equity transfers (1.1); emails to Diane DiMatteo regarding signature pages (0.2); review equity documents and signature pages (3.0); draft allonge for promissory note (0.3); review documents for data room (0.5).

5.1

015033 0002 07/17/2009




06/03/09 J.D. Jacobs Conference call with local counsel regarding pledged interests.

0.6

06/03/09 J.H. Berger Multiple communications with and coordinated affidavits, form documents and conflicts with local counsels and Jones Day (2.0). Addressed and resolved multiple open issues re: opinions and reviewed real estate transaction documents (1.5). Coordinated OCP affidavit distributions (0.8).

4.3

06/03/09 J.L. Benda Revising and distributing closing deliverables checklist to reflect updated status for various items (2.1). Status call regarding outstanding tax and corporate issues with representatives from S&C, JD, and the Chrysler tax/corporate teams (1.0). Revising and distributing officers' and secretary's certificates (.8). Revising Canadian pre-closing restructuring documents (1.1).

5.0

06/03/09 J.R. Pollak Conference call with international counsel regarding the pledge release process (3.0); Follow up on PoAs for China (4.6).

7.6



6.0

06/03/09 L. Gitlitz Discuss and resolve parcel and legal description issues with title company and Chrysler (3.7); Review, revise and finalize quitclaim deeds (2.5); Review and revise ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (2.1); Prepare, assemble and organize closing deliverables for title company (1.3); Review and deliver real estate documents to be held in escrow by title company w/ title company and S&C (3.3).

12.9

015033 0002 07/17/2009




06/03/09 L.M. Faine Attention to open issues related to transfer of foreign entities (.8); follow-up with Chilean counsel regarding Foreign Investment Committee (.6); review updated Canadian restructuring documents (1.1); day 1 telephone conference with Chrysler Tax, Jones Day, Deloitte, and S&C (.6); review Venezuelan tax treaty and technical explanation and strategize regarding same (.9); attention to issues regarding Luxembourg entity and related documentation (.5); telephone conference with Chrysler Tax and PwC regarding Venezuelan withholding tax issues (.5); strategize regarding same (.4); continue to review updated transfer documentation and attention to issues regarding same (1.1); tax review of updated share transfer agreement and promissory note and attention to issues regarding same (.4).

6.9

06/03/09 L.V. Gelber Review 5/29 transcript (1.3); strategy/analysis, work re: closing issues (.4).

1.7

06/03/09 L.V. McDoom Attention to contract matter, including conference call with Chrysler and Jones Day re: same (0.9).

0.9

06/03/09 M. Swartz Attention to issues re: antitrust review (.1); email exchange with K. Melnick and M. Tanchum re: gun jumping/information sharing (.1); draft email to D. Aitman/M. McElwee re: same (.2).

0.4


1.3

06/03/09 M.K. Marks Respond to inquiry regarding filing APA in China (0.1); follow up on transfer of China and HK entities (0.2); update team on status of deferred jurisdictions; (0.1) respond to inquiry regarding transfer docs for Turkey (0.2); respond to inquiries regarding Turkish transfer tax issues; review changes to Deferred APA (0.2).

0.8

06/03/09 M.S. Heaton Attention related to preparing transfer tax and ancillary documents pre-closing.

3.7

015033 0002 07/17/2009




06/03/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers and attended teleconference with Freshfields and B. Barragate related to foreign entity transfers (5.0); attended teleconference with client and A. Solomon re: tax matters and preparation for closing (0.4); reviewing Asset Purchase Agreement amendment and preparing related e-mails (0.5); attended teleconference with C. Lieber, B. Pilarski and Jones Day re: contract matter (0.7)

6.6

06/03/09 N.R. Modi Attention to signature pages and execution copies of documents (1.5); Attention to Canada restructuring documents (1.5); Pre-closing preparations including reviewing closing deliverables (3.7).

6.7

06/03/09 N.R. Tomasetti Review, revise local transfer documentation, including for NSCs and non-NSCs (6.2); t/c with local counsels re: closing logistics (2.1); update open issues/closing checklist (2.0).

10.3

06/03/09 O. Suurenbroek Foreign sub transfer matters (1.0), tax readiness call (2.0), India transfer values (1.0), Turkey stamp tax (0.5).

4.5

06/03/09 P. Shaitanau Attention to client's requests to review and upload documents (2.1); Attention to closing matters (2.8); Attention to the Dutch transfer documents (1.2).

6.1

06/03/09 R. Dooley Review e-mails re: Chrysler Group Egypt. 0.3

06/03/09 R. Kiesel Preparation for closing (0.5); review documents (0.8); review closing checklist (1.0); review MIA revisions (1.2).

3.5

06/03/09 R. Presutti Attention to Canada restructuring and review of related docs (1.8); attention to Canada fiduciary issues (0.4); attention to Canada funding mechanics (0.3).

2.5


4.1

06/03/09 S. Cooper C/c re: Day 1 Readiness (0.7), reviewed & revised Luxco documentation (1.8).

2.5

015033 0002 07/17/2009





6.7

06/03/09 S.M. Kareff Correspondence re: Daimler issues re: early termination of NSC IT SLA's and review relevant documents.

0.5

06/03/09 W. Wanapha Review and provide comments to S&C's proposed changes to the Master Industrial Agmt (0.8); review updated closing checklist items (0.5).

1.3

06/04/09 A.R. Young Multiple teleconferences with Freshfields and local counsel regarding the local transfer documents (3.1); multiple emails re: same (2.6); all hands conference call for legal team (S&C, JD, Freshfields) regarding status (0.5); editing and turning changes in transactions documents (3.1); updating closing deliverables checklist (1.0); collecting signatures to be held in escrow for foreign transfer documents that will be closed in NY (1.6).

11.9

06/04/09 A.S. Waldenberg Disc. Canadian Alpha and other issues with HEL and Solomom.

1.7

06/04/09 B.E. Kelleher Review documents sent by W. Shreve (.5); review employment agreements sent by W. Shreve (.4); attention to diligence production (.4).

1.3

06/04/09 B.J. Ang Follow-up correspondence regarding Mexican filing (0.1). Circulated Argentina filing receipt (0.1). Obtained and circulated updated supplier information for Form CO (0.2). Review of Turkish stamp tax issues (0.3).

0.7

06/04/09 D. A. Kusnetz Work re: potential closing in event 2d circuit lifts stay and permits closing on 6/5, including work on the open tax issues and related MOU and numbers TCs w/ JD and S&C re: the same.

16.3

06/04/09 D.E. Weiner Read and reviewed e-mails and documents pertaining to Chrysler Egypt (.2); discussed with D. Devine regarding Chrysler Egypt (.1).

0.3

015033 0002 07/17/2009




06/04/09 D.E. Weiner Telephone conference with Trilegal attorneys, Freshfields attorneys regarding tax issues with respect to India (.6); telephone conference with Jones Day attorneys, S&C attorneys and Chrysler Tax regarding various tax issues with respect to the transaction (.4); read and reviewed e-mails, transaction documents, various charts pertaining to non-US taxes and valuation analysis with respect to the non-US entities (2.7); e-mailed and discussed with Chrysler Tax, PwC personnel and S &C regarding the transaction, Canadian and Mexican restructuring, Turkish transfer tax issues, India tax issues and various other US and non-US tax issues (3.9).

7.6

06/04/09 D.M. Klein Review and revisions to Turkish docs in anticipation of closing (0.8). Preparing complete of NSC docs for closing (2.0).

2.8

06/04/09 E.M. Magnor Reviewed local transfer documents for Turkey. 1.2

06/04/09 F. Duvanel T/Cs w/ and e-mails to and from V&E re: background information re: real estate assignment, transfer taxes, and transfer restrictions (1.3). T/Cs w/ C. Zelinger re: revised deeds, real estate transfer taxes and open items (1.0). Strategize re: completion and delivery of real estate transfer documents and other open items (0.6). Strategize re: transfer tax calculations (0.3). E-mails re: MI transfer taxes (0.2). Strategize re: additional California transfer taxes (0.6). Conf. c all w/ Cadwalader, Jones Day and Sullivan and Cromwell re: closing checklist and open items (0.6). Review of revised schedules to exist financing credit agreement (0.8). Conf. call w/ D. Anos, D. Schinella, M. Nagel at Chrysler, C. Zelinger at Sullivan re: property representations and schedules to exit financing credit agreement (0.6). E-mails to and from G.Singer and M. Robertson at Cadwalader and C. Zelinger at Sullivan re: schedule for recording mortgage releases and deeds (0.6). E-mails re: status and open items (0.3). E-mails to and from N. DiMartini and M. Alvey at Fidelity re: bankruptcy sale order (0.3). E-mails to and from and T/Cs w/ C. Zelinger re: transfer documents, real estate assignment and open items (0.6). E-mails to and from B. Barragate re: certified bankruptcy sale order, DE Chancery Court order and open items (0.4). E-mails re: Michigan transfer tax (0.4).

8.6

015033 0002 07/17/2009




06/04/09 G. Dolinsky Prepared original documents for distribution to all parties upon closing (4.3). Attention to transfer tax related issues, namely those for Marin, CA and MI (6.2). Strategizing re: same (0.9).

11.4

06/04/09 G.P. Pressman Reviewing schedules, documents, etc. (.3); calls w/ & e-mails to attorneys at S&C and at Jones Day (.5).

0.8

06/04/09 H.N. Johnson Make changes to tax indemnity closing certificate (1.3); Conference call regarding status of open issues with Jones Day, S&C, and Chrysler tax (.9).

2.2

06/04/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: checklist and open items. (3.3) Attention to property transfer issues. (3.2) E-mails to and from S&C and title company re: property issues and open items (1.3)

7.8

06/04/09 J.C. Lee Attention to assumption of contracts by NewCo (.9). Review of finalized foreign transfer documents, including related follow up regarding the same (2.3). Finalization and execution of Canada pre-closing restructuring agreements and authorizations, including calls with Chrysler re: the same (3.2). Attention to Canada signatory authorizations (.3). Attend CWT for pre-closing and attention to outstanding issues in the closing room (2.1). Attention to India transfer and related corporate governance item s (1.6). Attention to Netherlands pre-closing restructuring (1.1). Review of Freshfields mark ups to the foreign transfer documents (1.9). TC with CWT regarding open issues in the closing room (.7). Resolving China powers of attorney with Chinese consulate (.5). Meeting with CWT on open deal documents (1.2). Analyze open issue concerning the transition services agreements (.3).

16.1

06/04/09 J.D. Bilgrei Attention to review of foreign stock transfer documents (1.5), review non-NSC step plan (1.0), call with Freshfields (1.5), attention to process regarding release of pledges (0.5), tax call with client, JD and S&C (1.0), review and revise closing deliverable checklist (0.5), review stock certificate annex (0.5), review Mexican restructuring documents to confirm they are complete (0.5), correspondence with Cristina Alcala, in house Mexican counsel (0.5), review documents and folders at closing room at CWT (5.0).

12.5

015033 0002 07/17/2009





06/04/09 J.D. Brooker Prepare for and attend conference call with foreign counsel re: equity transfers (0.5); emails to Byron Babbish and Diane DiMatteo regarding signature pages (0.2); review equity documents and signature pages (1.0); review documents for data room (0.3).

2.0

06/04/09 J.H. Berger Analysis re: transfer taxes (0.3). Multiple communications with and coordinated affidavits, form documents and conflicts with local counsels and Jones Day (0.5). Addressed and resolved multiple open issues (0.6).

1.4

06/04/09 J.L. Benda Preparing for and attending pre-closing walk-through with lawyers' working group (6.8). Status call regarding outstanding tax and corporate issues with representatives from S&C, JD, and the Chrysler tax/corporate teams (.9). Revising and distributing officers' and secretary's certificates (.2). Revising Canadian restructuring documents (5.0).

12.9

06/04/09 J.R. Pollak Follow up on PoA issues (1.1); Review of international transfer documents (5.0).

6.1

06/04/09 K. Chin Attention to Daimler parent guaranty notices and draws (.2)

0.2


06/04/09 K. Spencer Assisted with closing preparations for Chrysler - Fiat transactions (preparing closing deliverable folders) and setting up and maintaining closing table.

7.0

06/04/09 K.J. Pollock Attention and review of emails re: lease assignments. 0.3

06/04/09 L. Gitlitz Review and revise property schedules to the Credit Agreement (2.6); Review and discuss property representations with Chrysler, S&C and FD (1.4); Review updated title commitments (1.9); Discuss and resolve parcel and legal description issues with title company and Chrysler (1.3); Review transfer tax documents and transfer tax chart prepared by PWC and discussions regarding transfer tax issues (2.6); Review and revise ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (1.4); Prepare, assemble and organize closing deliverables for S&C, JD & CWT (3.1).

14.3

015033 0002 07/17/2009




06/04/09 L.M. Faine Telephone conference with Freshfields and Indian counsel regarding transfer of Chrysler India and related tax basis issues; attention to issues regarding same (1.7); telephone conference with Hong Kong counsel regarding transfer of Chrysler Hong Kong (.5); telephone conference with PwC and Chrysler Tax regarding India tax basis issues (.7); Day 1 telephone conference to discuss open tax issues (.8); continue to review updated transaction documents and attention to issues regarding same (1.7); strategize regarding Canadian restructuring and Mexican restructuring (.6); attention to real estate transfers (.3); attention to issues regarding director and officer liability chart; review and comment on same (.7).

7.0

06/04/09 L.V. McDoom Review related to contract matter (0.1); email correspondence re: same (0.1).

0.2

06/04/09 M. Swartz Review amendment to APA (.1); email exchanges re: information sharing (.1); t/c with M. McElwee re: EC issues (.1).

0.3


0.3

06/04/09 M.K. Marks Follow up regarding issues in Turkey (transfer tax, antitrust clearance) (0.5); follow up regarding status of clearance in China (0.3)

0.8

06/04/09 M.S. Heaton Attention to transfer tax-related issues (1.3). Internet research related to grantor/grantee liability in Michigan (0.8).

2.1

06/04/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, attended teleconference with R. Ng related to foreign entity transfer, and attended teleconferences with NCR related to Hong Kong powers of attorney (5.2); attended teleconference with client and A. Solomon related to tax matters and preparation for closing (0.4); review related to Chrysler Egypt, preparing related e-mails and conferred with R. Dooley re: same (0.5)

6.1

06/04/09 N.R. Modi Pre-closing preparation and walk through at Cadwalader including reviewing closing deliverables, signature pages, and execution copies of documents.

13.8

015033 0002 07/17/2009




06/04/09 N.R. Tomasetti Coordinate with HK counsel re: transfer of title issues (1.3); coordination, including meetings and calls, with respect to legalization of HK POAs (2.5); review final transfer documents (4.8); update documents in the CWT closing room, walk through of folders (2.5); update open issues list (1.2).

12.3

06/04/09 P. Shaitanau Attention to client's requests to review and upload documents (1.8); Attention to closing matters (1.1).

2.9

06/04/09 R. Dooley E-mails re: Chrysler Group Egypt (0.5); t/call w/J. Ceppi re: same (0.2); t/call w/NH re: same (0.1).

0.8

06/04/09 R. Kiesel Attention to contract matters. 3.5

06/04/09 R. Presutti Attention to finalization of Canada restructuring documents (1.3); attention to foreign transfers (1.7); review and revise employment side letter (0.4); attention to various closing room issues (0.6); attention to open issues regarding the amendments to the MTA (1.1); attention to the deferred closing amendment and schedules (0.7); attention to pledge releases (0.4); attention to modifications to disclosure schedules (0.2); attention to asset purchase agreement amendment (0.6); Review and analysis of issues concerning the TSA (0.9); strategize re: various consulate issues concerning foreign transfers (0.8).

8.7

06/04/09 R. Scarboro Reviewed and organized revised invoices (0.7), calculated VAT and strategized re: same (0.4), further review and organization of Project Capitol closing documents (2.2).

3.3


6.2

06/04/09 S. Cooper C/c re: Day 1 Readiness and f/u re: same. 1.0

06/04/09 S. Daniel Reviewed and revised documents related to closing including quitclaim deeds, deeds to improvements, and memos (3.0); organized signature pages (2.0); sent out signature pages and other matters related to closing including preparing and assembling final versions of documents (4.8).

9.8

015033 0002 07/17/2009




06/04/09 S. U. Park Attention to closing matters (1.4); Review of closing room (0.3); Attention to Canada restructuring, US domestic transfers (0.7); Attention to Mexico restructuring and transfer (0.5); Review of side letter (0.2).

3.1

06/04/09 W. Wanapha Correspond w/ V. Varma re: proposed changes to MIA term sheets.

0.3

06/04/09 Y. Wei Attention to POA authentication by Chinese Consulate General in Chicago.

0.2

06/05/09 A.R. Young Multiple teleconferences with Freshfields and local counsel regarding the local transfer documents (2.0); multiple emails re: same (2.0); all hands conference call for legal team (S&C, JD, Freshfields) regarding status (0.5); editing and turning changes in transactions documents (2.5); walkthrough at CWT offices to review foreign transfer documents in the closing room and conferring with S&C regarding open issues (2.4).

9.4

06/05/09 A.S. Waldenberg Canadian tax and related issues (1.2), calls with HEL and Wolff and strategizing re: same (1.1).

2.3

06/05/09 B.J. Ang Correspondence regarding Turkish stamp tax issues (0.1). Obtained and provided updates regarding Serbian merger control status (0.2). Follow up regarding supplier questions for Form CO (0.1). Obtained and circulated attachments to Turkish merger control filing (0.3).

0.7

06/05/09 D. A. Kusnetz Attend 2d Circuit argument (4.5); Negotiate w/ UST, S&C and JD re: unpaid taxes to be triggered by sale (3.5); work w/ Canadian counsel re: Canadian withholding tax liabilities (2.1); review/revise closing documentation for Canadian restructuring and other foreign entity transfers (3.4).

13.5

015033 0002 07/17/2009




06/05/09 D.E. Weiner Telephone conference with D. Devine and PwC personnel in India and US to discuss various tax issues with respect to Chrysler India, e-mailed and discussed with D. Devine, PwC personnel and S&C Tax regarding Chrysler India, read and reviewed ca se law and strategizing re: same (3.9); read and reviewed New York statutes and internal memorandums with respect to New York stock transfer taxes, e-mailed and discussed with S&C Tax regarding New York stock transfer taxes with respect to the transactions and strategizing re: same (1.1); read and reviewed e-mail and Bills of Sales and Schedules thereto, e-mailed and discussed with S&C Tax regarding the Bills of Sales and Schedules and strategizing re: same (1.4); read and reviewed e-mails, transaction documents, valuation analysis with respect t o non-U.S. entities and various charts pertaining to non-US taxes (2.8); e-mailed and discussed with S&C Tax, Chrysler Tax and PwC personnel regarding the transaction, the transaction documents and various US and non-US tax issues and strategizing re: same (1.9).

11.1

06/05/09 F. Duvanel Provide background information re: real estate assignment and transfer tax indemnity (0.4). E-mails re: real estate transfer tax indemnity (0.6). T/C w/ E. Malandra re: real estate transfer taxes (0.4). Review and mark-up of bills of sale and Schedule A re: real properties and purchase price allocations (1.0). Strategize re: Schedule A to bills of sale re: real properties and purchase price allocations (0.4). E-mails re: real property purchase price allocations for bills of sale (0.6). Strategize re: bills of sale and real property purchase price allocations (0.8). Review of borrower estoppel certificate and assignment of environmental indemnity (0.8). E-mails providing background information re: borrower estoppel certificate and assignment of environmental indemnity (0.8). E-mail re: revisions of bills of sale (0.2). Strategize re: closing deliveries and completion of open real estate items (0.8). E-mails re: status and open items (0.4). E-mails to and from N. DiMartini and M. Alvey a t Fidelity re: replacement pages to deeds and deed for improvements (0.4). E-mails to and from and T/Cs w/ C. Zelinger at Sullivan re: deeds and open items (0.6). E-mails to and from B. Barragate at Jones Day re: certified bankruptcy sale order, DE Chancery Court order and open items (0.8).

9.0

015033 0002 07/17/2009




06/05/09 G. Dolinsky Communicating w/ Illinois local counsel re: municipal/county requirements for recording the deeds (0.4). Assembled closing documents (0.4). Prepared original documents for distribution to all parties upon closing (9.2). Edited word version of all quitclaim deeds to fix an error (2.1). Printed each fixed page, and scanned them as a group, and then by state (1.1).

13.2

06/05/09 G.P. Pressman E-mails and telephone calls to counsel at S&C re: timing & mechanics of closing

0.7

06/05/09 J.A. Lenobel Attention to property transfer issues. (3.4) E-mails to and from S&C and title company re: property issues and open items (2.2) Review of orders re: lease rejections. (1.0) Review and revise bills of sale. (1.2)

7.8

06/05/09 J.C. Lee Revise and review Canada pre-closing transaction and transfer document (2.1). Attention to closing room and related open issues (2.4). Finalization of Amendment No. 2 to MTA, including calls with S&C regarding the same (1.6). Attention to Hong Kong transfer document and related escrow issues (1.2). Follow up on status of third party consent for Taiwan transfer (.4). Review of pledge release letters (.8). Attention to valuation of Chrysler India share transfer (.7). Revise and finalize open issue related to side letter, including related follow up with JD and S&C regarding the same (1.8). Attention to outstanding corporate governance issues related to closing (1.3). Review of closing checklist and prepare outstanding issues list (1.1). Attention to NY stock transfer tax related mechanics and issues (.7). Prepare comments to bills of sale and follow up with JD and S&C regarding such comments (1.6).

15.7

06/05/09 J.D. Bilgrei Attention to review of foreign stock transfer documents (3.5), attention to process regarding release of pledges (1.0), conversation and correspondence with Brett Barragate of Jones Day and S&C regarding same (0.5), review and revise closing deliverable checklist (0.5), review documents and folders at closing room at CWT (5.0).

10.5

06/05/09 J.D. Blattmachr Reviewed docket, updated calendars for hearings. 0.4

06/05/09 J.D. Brooker Review equity transfer documents and signature pages. 0.5

015033 0002 07/17/2009




06/05/09 J.H. Berger Multiple communications with and coordinated affidavits, form documents and conflicts with local counsels and Jones Day.

0.5

06/05/09 J.L. Benda Drafting and distributing closing deliverables checklist to the working group, reflecting current status of all transaction documents and signatures (4.0). Attending pre-closing walk through with the working group (3.2). Status call with working group to discuss Second Circuit Court of Appeals ruling, timing for final pre-closing, and all open items (1.1).

8.3

06/05/09 J.R. Pollak Follow up on Chinese Powers of Attorney (2.0); Review of closing room at CWT (3.9).

5.9

06/05/09 K. Pevarnek Assembled closing documents and prepared files for distribution to PWC, Fidelity, Fiat and UST.

3.6


7.0

06/05/09 K.L. Schuerman Reviewing documents for competitively sensitive information.

2.0

06/05/09 L. Gitlitz Review property schedule to Bill of Sale (1.5); Discuss and resolve parcel and legal description issues with title company and Chrysler (1.1); Discussions regarding transfer tax issues (1.2); Final revisions to ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (1.9); Prepare, assemble and organize closing deliverables for S&C, JD & CWT (3.2); Prepare and revise real estate open items list (1.4).

10.3

06/05/09 L.M. Faine Strategize regarding updated transfer tax values and transfer documentation (.7); review and analyze Vodafone case with respect to India capital gains issue on indirect transfer and advanced rulings (1.6); follow-up with Indian counsel regarding same (.3)

2.6

06/05/09 M. Swartz Review email forwarded by H. Leese re: visa issues (.1); t/c with A. Guthat re: same (.1); gather responsive information for A. Guthat (.2); email exchanges re: information sharing/gun jumping issues (.2); strategize re: same (.2).

0.8

015033 0002 07/17/2009





3.1

06/05/09 M.K. Marks Analyze China info sharing guidelines (0.4); follow up regarding Turkey (0.2)

0.6

06/05/09 M.S. Heaton Assembled closing documents and prepared files for distribution to PWC, Fidelity, Fiat and UST.

10.1

06/05/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, discussions with NCR and Chinese consulate related to Hong Kong powers of attorney and confer red with R. Ng, E. Froman and client related to foreign entity transfer (2.5); reviewing Asset Purchase Agreement amendment and Master Transaction Agreement side letter (0.2); pre-closing preparation at Cadwalader (5.6)

8.3

06/05/09 N.R. Modi Walk through at Cadwalader and Closing preparations including reviewing closing deliverables, signature pages, and execution copies of documents.

8.7

06/05/09 N.R. Tomasetti Attn to Turkish transfer documentation, coordinate obtaining signatures of same, coordinate with Turkish counsel (3.2); attn to outstanding HK issues including obtaining POAs, reviewing transfer documentation, sending executed transfer document and liaising with HK counsel (3.1); review, revise Turkish engagement letter, strategizing re: same (1.8); attend walk through at CWT closing room, review final documents in the closing room, t/cs with foreign counsel re: same (4.1).

12.2

06/05/09 O. Suurenbroek India tax basis call w/ Indian counsel and follow-up (2.0), review PWC advise re: transfer tax payment mechanics (0.8), HK stamp duty issues (0.4).

3.2

06/05/09 P. Shaitanau Attention to client's requests to review and upload documents to the data room (0.7); Attention to Jun Cho's (Chrysler) request to review and upload "Introduction to Chrysler China" materials prepared for the week of June 8 meetings with Fiat (0.5); Telephone call with Derek Johansen (Chrysler) regarding anti-trust review of the materials relating to parts distribution operations (0.1); Attention to closing matters (3.9).

5.2

015033 0002 07/17/2009




06/05/09 R. Kiesel Review closing checklist draft (1.5); attention to issue re: MIA termsheet (1.0).

2.5

06/05/09 R. Presutti CC re: closing status and closing checklist (0.9); attend hearing w/ 2nd Circuit Court of Appeals (4.8); attention to closing issues and tax indemnity, including on-going TCWs Leese re: same (4.1).

9.8

06/05/09 R. Scarboro Revised index upon review and organization of additional Project Capitol documents (1.4), revised chart upon receipt of revised invoices from foreign antitrust counsel (1.3), reviewed status and updated files (1.4).

4.1


3.1

06/05/09 S. Daniel Reviewed and assembled final versions of all documents including memos, consent letters and quitclaim deeds (8.2).

8.2

06/05/09 S. U. Park Attention to Closing matters (1.0); Walk through re: closing room and deliverables (0.5); Attention to issues re: same (0.4); Attention to Canada restructuring, US domestic transfers (0.5); Attention to Mexico restructuring and transfer (0.5).

2.9

06/05/09 Y. Wei Multiple conf calls with NCR and Chinese consulate re: legalization of CIC documents.

1.2

06/06/09 A.R. Young Conference call with Freshfields regarding open issues for all foreign transfers (NSC and Non-NSC) (1.5); teleconference with S&C and Freshfields re same (1.3).

2.8

06/06/09 D. A. Kusnetz Work re: tax claims (4.2); tconfs with C Ball, C Ridgway; D Heiman; P Wolff; H Leese; et al re: Canadian tax enforcement and US income taxes related to Alpha transaction (2.2).

6.4

06/06/09 D.E. Weiner Read and reviewed e-mails, transaction documents, Bills of Sales and Schedules thereto, structure charts and non-US tax analysis (5.6); e-mailed and discussed with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax regarding the transaction and various US and non-US tax issues with respect to the transaction and strategizing re: same (.8).

6.4

015033 0002 07/17/2009




06/06/09 F. Duvanel Review of revised bill of sale and schedule of real property purchase prices (0.8). E-mails re: bills of sale and schedule of real property purchase prices (0.4). E-mails to and from M. Waldron re: revisions to bills of sale and schedule of real property purchase prices (0.3). Strategize re: borrower estoppel certificate and assignment of environmental indemnity for (0.6). E-mails re: schedule of real property purchase prices and transfer tax returns (0.6). Review of deeds and transfer tax returns (0.8). E-mails to and from G. Chen re: revised schedule to bill of sale (0.3).

3.8

06/06/09 G. Dolinsky Created list of counties for all quitclaim deed properties (0.6). Began creating PDF replacement pages for all quitclaim deeds (3.2).

3.8

06/06/09 J.C. Lee Attention to wire information and procedures (.6). Attention to follow up on items listed in the closing checklist open issues list (1.2). Review of revised bills of sale (1.7). TC with S&C, Vedder Price, McMillan and CWT on closing documents (.8). Review of updated term sheets to the MIA (1.3). Reviewing and retrieving certain bankruptcy filings (1.8). Attention to Canada restructuring (2.1).

9.5

06/06/09 J.D. Bilgrei Call with Freshfields to discuss process of foreign transfers (2.0); call with Freshfields and S&C regarding same (1.5), attention to location of original stock certificates sent to Jane Askeland at McCarthy (0.5)

4.0

06/06/09 J.D. Blattmachr Researched docket for specific items needed by BT group. 0.2

06/06/09 J.D. Jacobs Email regarding lender consents. 0.1

06/06/09 J.L. Benda Revising closing deliverables checklist to reflect updated status of various documents (.1). Distributing Canadian restructuring documents (.2). Coordinating scheduling of pre-Closing with Jane Askeland of McCarthy Tetrault for Canadian restructuring (.2). Revising Chrysler LLC Officers' and Secretary's Certificates to reflect changes per Tom Gunton's request (.1).

0.6

06/06/09 J.R. Pollak Conference call re: international closings with FBD and S&C.

2.5

015033 0002 07/17/2009




06/06/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, attended teleconference with Freshfields, and attended teleconference with Freshfields, E. Froman and M. Gray related to foreign entity transfers (4.2); reviewing documents related to engagement of Turkey counsel and preparing related e-mail (0.3)

4.5

06/06/09 N.A. Corrado Aided in the preparation of term sheets as final exhibits to the Master Industrial Agreement.

0.2

06/06/09 N.R. Tomasetti T/cs with foreign counsel, S&C and JD to review status of all foreign transfers in preparation for Monday closing (2.8); t/cs with HK counsel re: HK transfer issues (1.4).

4.2

06/06/09 P. Shaitanau Review organizational documents of Chrysler Mexico Investment Holdings Cooperatie U.A.

0.4

06/06/09 R. Dooley Review e-mails re: Chrysler Group Egypt (0.3); e-mail to J. Ceppi re: same (0.1); e-mail to D. Weiner re: same (0.1).

0.5

06/06/09 S. Chaikin Draft and respond to emails related to transfer tax issues 0.5

06/06/09 W. Wanapha Revise MIA term sheets to reflect "New CarCo Acquisition LLC" as a party (0.2); correspond w/ V. Varma re: finalized term sheets (0.4).

0.6

06/07/09 A. L. Hirsch Attention to APA closing issues re: third party consents. 0.5

06/07/09 A.R. Young Pre-closing at CWT to sign off on documents in anticipation of Monday closing (7.5); conference with S&C and JD regarding open issues to be resolved on Monday (2.0); teleconference re: open tax issues with S&C and JD (0.6).

10.1

06/07/09 A.S. Waldenberg Calls w/HEL, US Treasury, S&C, JD re: Canadian tax issues.

2.2

06/07/09 B.E. Kelleher Correspondence with A. Jin with respect to foreign trust agreements (.2); review correspondence from individual HR personnel regarding trust agreements (1.0).

1.2

06/07/09 D. A. Kusnetz Work re: tax claims (4.3); tconfs C Ball, D Heiman; P Wolff; H Leese; R Bloom; M Feldman; A Diedericht; et al re: Canadian tax enforcement and US income taxes related to Alpha transaction (3.8).

8.1

015033 0002 07/17/2009




06/07/09 D.E. Weiner Read and reviewed e-mails regarding non-US tax issues, e-mailed with Freshfields attorneys and Chrysler Tax regarding non-US tax issues (.7); strategized regarding the transaction (.2).

0.9

06/07/09 E.H. Min Exchanged emails w/ M. Robinson of Jones Day regarding location and delivery of membership interest certificate for Chrysler Warranty SPV.

0.2

06/07/09 F. Duvanel Pre-closing. E-mails re: status and open items. (.6) E-mails re: revised deeds and deliveries to Fidelity. (.6) Review of revised deeds and lease assignments. (.8) E-mails re: status and open items. (.4) E-mails to and from C. Zelinger, E. Cronin, B. Lyons and A. Szenberg re: revision of deeds and lease assignments. (.4) E-mails to and from C. Zelinger re: release of escrow, bills of sale and open items. (.4).

3.2

06/07/09 G. Dolinsky Finished creating PDF replacement pages for all deeds (1.1). Sorted replacement pages by county in both regular folders and zip folders on the share drive (0.3). Sent emails to title company & S&C with all replacement pages, one email per state with attachments sorted by county (3.6).

5.0

06/07/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: checklist and open items. (1.0) E-mails to and from S&C and title company re: transfer tax schedules and returns. (.6) E-mails to and from S&C and Jones Day re: revised bills of sale. (.4)

2.0

06/07/09 J.C. Lee Attention to finalization of foreign transfer documents (1.4). Review of closing room, including follow up with JD, Cleary, S&C and CWT on open issues (5.7). Finalize Canada transfer documents, including related TC with McCarthy (1.3). Attention to outstanding issues related to assumption of worker's compensation (.4). Review and revise drafts of schedules to the Side Letter (.5). Follow up with Vik (S&C) and Jim (CWT) on open issues concerning material deal documents (1.1).

10.4

015033 0002 07/17/2009




06/07/09 J.D. Bilgrei Attention to foreign stock transfers and review of final documents (6.5), attention to process for release of pledges and conversations with Brett Barragate of Jones Day regarding same (1), attend closing room for walk through and review documents in closing room (1.5), tax call with Jones Day, S&C and client (1.5), attention to finding original Canadian stock certificates (.5)

11.0

06/07/09 J.D. Brooker Prepare for and attend conference call with all parties to sign off on documents (2.0); prepare for and attend conference call with all parties re: Alpha Holding LP tax issues (1.0); review closing documents and signature pages (6.5); review Canadian restructuring steps plan and documents (1.5).

11.0

06/07/09 J.D. Jacobs Emails regarding Warranty SPV membership interest. 0.1

06/07/09 J.L. Benda Preparing for and attending pre-closing walk-through (4.1). Status call with S&C, JD and Chrysler tax teams to discuss tax liability stemming from Canadian restructuring (.8). Updating closing deliverables list to reflect current status (4.5).

9.4

06/07/09 L.V. Gelber Attention to tax issues re: closing (1.5); correspondence re: same (.4).

1.9

06/07/09 M.S. Heaton Prepared for closing; attention related to pdfing documents for distribution to local title offices.

1.9

06/07/09 N. Horne Pre-closing preparation at Cadwalader (5.8) 5.8

06/07/09 N.R. Modi Cadwalader for walk through and preclosing preparations including reviewing closing deliverables, signature pages, and execution copies of documents.

7.7

06/07/09 N.R. Tomasetti Attn to foreign transfer issues (1.2). 1.2

06/07/09 P. Shaitanau Attention to closing matters, including reviewing and finalizing documents for Closing.

9.1

06/07/09 R. Presutti Strategize re: tax issues (2.1); CCw Leese and Ball re: tax indemnity issues (0.5); CCw Felman, Bloom, Ball, Deitderich and others re: tax indemnity issues (0.6); review CRS re: same (0.4).

3.6

06/07/09 S. Chaikin Prepared and reviewed final documents for delivery to title company for closing.

4.0

06/07/09 S. Cooper Prep for Canadian closing 0.3

015033 0002 07/17/2009




06/07/09 S. U. Park Attention to closing matters (3.0); Conf. call to discuss Canada restructuring and strategizing re: related issues (2.0); Review of closing room (1.0); Attention to Canada restructuring, US domestic transfers (1.6).

7.6

06/08/09 A.M. Goldberger Coordinated delivery of Chrysler Warranty SPV LLC certificate to Cadwalader.

0.5

06/08/09 A.R. Young Preparation of closing documents for the transfer of the non-NSC foreign entities (6.2); multiple conference calls with Freshfields and local counsels regarding last minute edits to transfer documentation (1.3); multiple emails re: same (2.1).

9.6

06/08/09 A.S. Waldenberg Attention to tax indemnity and related issues and drafts (1.4); disc. w/Manzo, UST, HEL, S&C and others (1.3); review MTA strategizing re: same (2.0).

4.7

06/08/09 B.E. Kelleher Correspondence with A. Jin re: international trust agreements for closing (.2); Review correspondence from international HR contracts with respect to trust agreements (.9); Review datasite for international trust agreements (.5); Multiple emails with K. Tolbert and J. Kozlowski re: international retirement and welfare plans (.3) Review schedules to determine countries with pension and welfare benefit plans (.4).

2.3

06/08/09 B.J. Ang Provided update regarding Chinese merger control clearance (0.1). Circulated attachments to Turkish merger control filing (0.1). Follow up regarding director questions and status of Form CO (0.4).

0.6

06/08/09 D. A. Kusnetz Work on UST/Newco indemnity(5.7); Canadian tax payment issues (4.9); documentation and authorization of alpha sale transaction (3.4). negotiate w/ JD and S&C re: tax payment responsibilities (1.5); tconf B Herzog and work w/ UCC re: their concerns in sale transaction (2.1).

17.6

06/08/09 D.E. Weiner Attention to various issues with respect to Chrysler Egypt, including telephone conferences with Chrysler personnel and Daimler personnel, read and reviewed e-mails and transaction documents (1.6).

1.6

015033 0002 07/17/2009




06/08/09 D.E. Weiner Read and reviewed e-mails, transaction documents, transfer documents and valuation analysis with respect to non-US entities and Bills of Sales and related Schedules (6.6); e-mailed and discussed with PwC personnel, Chrysler Tax, S&C attorneys, Freshfields attorneys and Jones Day attorneys regarding valuation of non-US entities, pre-closing restructuring with respect to Chrysler, foreign tax issues with respect to the transfer of the non-U.S. entities and payment of taxes with respect to non-U.S. entities (3.7).

10.3

06/08/09 E.H. Min Strategizing re: delivery of membership interest certificate of Chrysler Warranty SPV to Cadwalader.

0.2

06/08/09 F. Duvanel Conf. calls w/ Chrysler, Sullivan & Cromwell, Jones Day and Cadwalader re: working credit facility, status and open items. (1.4). E-mails to and from and T/Cs w/ C. Zelinger re: escrow agreement, funding of transfer taxes and recording fees and open items. (2.2). E-mails to and from an T/Cs w/ N. DeMartini and M. Alvey re: sale order, amended transfer tax returns and open items. (1.2). Strategize re: amended transfer tax returns, affidavits, and other open items. (1.8). Review and revision of revised Bills of Sale and schedules. (1.0). E-mails re: property values, transfer tax returns and revised bills of sale. (.8). Strategize re: revised bills of sale. (.4) Review of second amendment to Master Transaction Agreement. (.8) Review and revision of schedule of assumed leases and lease rejection orders. (1.0) E-mails to and from B. Barragate and Z. Vantzos re: rejection and assumption of leases. (.3) E-mails to and from A. Sofen and C. Zelinger re: lease rejections and assumed leases. (.4) E-mails to and from B. Barragate and M. Robinson re: final and certified bankruptcy order. (.3) Review of working credit facility schedules re: owned and leased properties. (1.0) E-mails re: working credit facility schedules re: owned and leased properties. (.6) E-mails re: landlord consent re: Plymouth, NM lease. (.3).

13.5

015033 0002 07/17/2009




06/08/09 G. Dolinsky Sent title company and S&C modifications to several of the replacement pages (0.4). Forwarded Marin County, CA transfer tax form to Title Co and made copies and attached one to our PDF of the quitclaim deed on the share drive (2.4). Replaced erroneous page in every PDF quitclaim deed on the share drive (1.2). Attention to quitclaim deeds (0.3).

4.3

06/08/09 G.P. Pressman E-mails re transfer tax returns, changes required (.5); e-mails re: timing of closing, effect of delay on document dates, etc. (.5).

1.0

06/08/09 H.N. Johnson Prepare information regarding Chrysler Chile, Chrysler Czech Republic, and Chrysler India's tax transfer liabilities.

2.5

06/08/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: checklist and open items. (2.2) E-mails to and from S&C and Cadwalader re: real estate schedules to credit agreement. (.8) E-mails to and form Jones Day re: bankruptcy order issues and Supreme Court appeal. (.4) Review of schedule of assumed leases (.8) Review final bankruptcy order and exhibits. (.8).

5.0

06/08/09 J.C. Lee Revise and finalize Canada restructuring/transfer documents and related corporate authorization, including TC with McCarthy and S&C re: the same (7.2). Review and revise 3rd Amendment to MTA, including numerous conference calls with JD and S&C regarding the same (4.2). Attention to side letter and related schedules (1.4). Follow up on worker's comp (.3). Attention to document requests by S&C (.8). Attention to outstanding closing deliverables and closing documents (1.9). Attention to foreign transfer documents and other ancillary transfer related documents (2.1)

17.9

06/08/09 J.D. Bilgrei Review of foreign transfer documents in preparation for closing (7); review, mark-up and organize new documents in connection with Canadian restructuring (14)

21.0

06/08/09 J.D. Brooker Attend Canadian tax conference call with S&C, JD, and McCarthy (1.0); review each Canadian restructuring documents, check against steps plan, and make revisions to documents (10.0).

11.0

06/08/09 J.D. Jacobs Emails with Jones Day attorneys re: the Chrysler Warranty SPV membership interest certificate (0.1).

0.1

015033 0002 07/17/2009




06/08/09 J.H. Berger Multiple communications with and coordinated invoices, with local counsels and BK counsels and addressed and resolved multiple open issues relating thereto.

0.4

06/08/09 J.L. Benda Drafting closing checklist to reflect updated status of closing deliverables (1.3). Preparing for and attending pre-closing walk-through (3.0). Responding to emails regarding pre-closing and various items in connection with closing (1.0). Strategizing re: Canadian restructuring, drafting, coordinating signature page and distributing Canadian documents (6.0).

11.3

06/08/09 J.R. Pollak Conference call and follow up re: Taiwan closing (1.1); Preparation of international closing documents (5.5); Completion of Canada transfer documents (2.2); Review of Serbian PoA (0.5).

9.3


5.1

06/08/09 K.L. Schuerman Redacting documents for competitively sensitive information

0.5

06/08/09 L. Gitlitz Review final revised quitclaim deeds (1.1); Discussions and correspondence regarding landlord responses to ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (.8).

1.9

06/08/09 L.M. Faine Strategize regarding outstanding tax issues related to transfer of foreign entities (1.4); review residency requirement for U.S. - Italy tax treaty (.4); follow-up with Chrysler Tax regarding same (.3); review updated Canadian restructuring documents (.7); comment on and correspond with McCarthy regarding same (.7); review Form 8832 for Luxco (.2); strategize regarding Czech, India and Chile capital gains (.7); review and comment on summary of same (.3); tax research related to Canadian restructuring (1.1 )

5.8

06/08/09 M. Swartz Review emails re: China clearance (.3); email exchange relating to same; gather materials from EC submissions for use in visa applications (.3); draft email and forward to A. Guthat (.6).

1.2


0.7

015033 0002 07/17/2009




06/08/09 M.S. Heaton Internal correspondence related to transfer tax documents (0.2); Checked internal files to confirm transfer tax valuations as related to particular Ohio property (0.6).

0.8

06/08/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, attended teleconference with Freshfields and W. Liu related to foreign entity transfer, and conferred with Freshfields and B. Barragate related to foreign entity transfers (9.6); attention to Master Transaction Agreement side letter and preparing related e-mails (0.1)

9.7

06/08/09 N.R. Modi Cadwalader for closing preparations including reviewing closing deliverables, signature pages, and execution copies of documents (7.9); attention to Canada steps plan (1.4).

9.3

06/08/09 N.R. Tomasetti T/cs with Turkish counsel, Annette Adams, Turkish employees re: closing of Turkish entity (1.4); t/cs with Hong Kong counsel, Jun Cho re: Hong Kong closing issues (1.2); revision to Serbian documents (.4); review of all transfer values in local transfer documentation, compare same to rates approved by S&C and SRZ tax depts (3.2); strategizing re: outstanding transfer issues (.6).

6.8

06/08/09 O. Suurenbroek India revised allocated proceeds value (0.7), attention to issues re: transfer values (0.7), checking all local transfer docs (1.5).

2.9

06/08/09 P. Shaitanau Attention to client's requests to review and upload documents to electronic data room (0.9); Emails to Derek Johansen re: anti-trust approval in China and anti-trust review of Serbian and Turkish materials (0.2); Attention to LLC Agreement of Chrysler Investment Holdings LLC (0.2); Attention to bankruptcy counsel's request to provide data room access to Craig Siegel of Kramer Levin (0.2).

1.5

06/08/09 R. Dooley E-mails re: Chrysler Group Egypt (0.7); conf. call re: same (1.0); strategizing re: same (0.3).

2.0

06/08/09 R. Kiesel Strategize re: closing preparation (1.9); telephone conferences re: MIA issues (1.6).

3.5

015033 0002 07/17/2009




06/08/09 R. Presutti Review employment side letter and TCW Leese (0.8); on-going TCWs Leese re: transaction issues (3.3); CC re: closing mechanics and closing checklist (2.0); TCWs Manzo, Kolka and Heiman re: status and closing issues (1.4); review Canada structure docs and strategize re: same (4.3); attention to tax indemnity issues, review revised tax indemnity language CCw Ridgeway, Cannon, and Ball re: same and strategized re: same (5.3); review revised tax indemnity (0.5).

17.6

06/08/09 S. Chaikin Prepared and reviewed final documents for delivery to title company for closing (2.5); reviewed schedules (1.6).

4.1

06/08/09 S. Cooper Filed Luxco 8832 form. 0.5

06/08/09 S. Daniel Followed up regarding forms of signature pages (.5) 0.5

06/08/09 S. U. Park Attention to closing matters (6.0); Attention to Canada restructuring (2.9).

8.9

06/09/09 A.R. Young Conference calls with Freshfields and local counsels regarding additional changes to local transfer documents for non-NSCs (2.0); multiple emails re: same (2.5); multiple all-hands calls after go-ahead for Wed am close (2.0).

6.5

06/09/09 A.S. Waldenberg Attention to Canada/Mexico tax indemnity issues (1.1); numerous drafts and calls (1.8); TC w/ Mancuso, Wolff re: valuation (.3).

3.2

06/09/09 B.E. Kelleher Review emails from local HR contacts with respect to Jones Day request for trust agreements (.4); multiple emails with L. Shalhoub and A. Jin regarding provision of trust agreements (.3).

0.7

06/09/09 D. A. Kusnetz Negotiate, review & revise closing documentation including tax indemnity agreements

21.3

06/09/09 D.E. Weiner Read and reviewed e-mails and various agreements including Transfer Agts. and Service Level Agts. with respect to Chrysler Egypt (1.6); e-mailed regarding Chrysler Egypt (.3).

1.9

015033 0002 07/17/2009




06/09/09 D.E. Weiner Telephone conference with Trilegal attorneys, Freshfields attorneys and Chrysler Tax to discuss various tax issues with respect to Chrysler India (.8); read and reviewed e-mails, transaction documents and non-U.S. tax analysis and charts (2.6); e-mailed and discussed with Freshfields attorneys, S&C attorneys, Jones Day attorneys and Chrysler Tax regarding the transaction, US tax issues, transfer of the non-US entities and tax issues with respect to the non-US entities (5.3).

8.7

06/09/09 F. Duvanel Conf. call w/ Chrysler, Sullivan & Cromwell and Jones Day status and open items. (.6) Review of St. Louis lease and strategize re: leasehold mortgage consent for St. Louis lease. (.6) Strategize re: status and real estate open items. (.4) E-mails to and from and T/Cs w/ C. Zelinger re: open items and release of escrow. (1.0) E-mails to and from and T/Cs w/ N. DeMartini and M. Alvey re: certified bankruptcy court order, transfer tax returns, and open items. (1.0) E-mails to and from C. Zelinger and M. Zaruba re: assignment of real estate. (.3) E-mails re: transfer tax returns and affidavits and other open items. (1.6). Review of e-mails from G. Chen, M. Waldron and E. Froman re: revised bills of sale. (.3).

5.8

06/09/09 G. Dolinsky Attention to execution copies of documents for closing. 2.7

06/09/09 G.P. Pressman Reviewing local counsel opinions w/ associate (.3); reviewing e-mails re: local counsel fees (.1).

0.4

06/09/09 H.N. Johnson Update tax indemnity closing certificate and distribute to Jones Day.

2.2

06/09/09 J. Shmidoff Prepared loan summary for the Rolling Hills, CA property (1.1). Reviewed files for the original note, mortgage, and ancillary documents (0.3).

1.4

06/09/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: checklist and open items. (2.0) E-mails to and from Jones Day re: Supreme Court stay. Attention to real property transfer issues. (.8) E-mails to and from S&C and title company re: closing procedures and escrow documents. (2.2)

5.0

015033 0002 07/17/2009




06/09/09 J.C. Lee Prepare and revise employee matters side letter, including TC with JD and S&C regarding the same (2.2). Finalize and revise Canada pre-closing restructuring transactions, including TC with Tories, McCarthy and S&C re: the same (5.6). Review and revise the Tax Matters MOU, including numerous conference calls with S&C, JD, McCarthy and Tories (4.1). Closing call with all law firms, including preparing an open issues list (1.3). Coordinating the timing of foreign entity transfers with S&C (.9). Attention to name changes of both sellers and buyers with S&C and JD (.3). Review of closing room and closing documents (1.2). Coordinating with Chrysler tax on execution of documents and other outstanding tax-related transfer matters (1.3). Attention to Amendment No. 3 to the MTA, including TC with S&C and JD re: the same (2.2).

19.1

06/09/09 J.D. Bilgrei Attention to review of Canadian Restructuring agreements and review of comments made by Davies in finalizing agreements (8), all hands call with S&C, Jones Day and client regarding closing (.4); call with Freshfields regarding closing and process (.4).

8.8

06/09/09 J.D. Blattmachr Reviewed docket, reviewed OCP issues. 0.7

06/09/09 J.D. Brooker Preparations for closing data rooms (0.5); review of Canadian restructuring documents and strategizing re: same (4.2).

4.7

06/09/09 J.H. Berger Multiple communications with and coordinated invoices and OCP affidavits with P. Eichbauer at Chrysler, multiple local counsels, C. Zelinger at S&C and V. Roovers at Jones Day and addressed and resolved multiple open issues relating thereto. (2.4). Drafted and distributed instructions to local counsel detailing invoice and payment procedures and related open issues. (1.4).

3.8

06/09/09 J.L. Benda Drafting, coordinating signature and distributing Canadian restructuring documents.

4.9

015033 0002 07/17/2009




06/09/09 J.L. Benda Responding to emails re: Canadian restructuring and various open items in connection with closing (4.0). Drafting, coordinating with McCarthy Tetrault, and distributing the documentation relating to the Canadian restructuring (5.2). Updating closing deliverables checklist to reflect status of deliveries (2.7). Attending to various matters in connection with closing (2.6).

14.5

06/09/09 J.R. Pollak Review of Serbia transfer documents (1.7); CC with S&C, JD, CWT re: closing (1.0); CC with S&C JD and International Counsel re: closing (.5); Review of bills of sale (.2); Preparation of documents for closing room (1.3).

4.7


6.4

06/09/09 L.C. Ginsburg Search RIA and CCH as well as tax treatises to find a definition of "body corporate".

0.6

06/09/09 L.M. Faine Read and review legal treatises and tax treaties with respect to Canadian restructuring and various other tax aspects with respect to transfer of Chrysler India (3.2); strategize re: liability of officers and directors (1.2); analyzed residency certificate for purposes of U.S. - Italy tax treaty (.4); correspond with Chrysler Tax and PwC regarding same (.2); telephone conference with Indian counsel and Chrysler Tax regarding direct and indirect transfer of Chrysler India (.6); review and comment on updated officer and director liability chart (.3); correspond with working group re: updated transaction documents and assigned values (.7)

6.6

06/09/09 M.S. Heaton Updated list of local counsel email addresses for use by J.Berger in connection with email distribution relating to billing statements.

0.4

06/09/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing e-mails related to foreign entity transfers, and attended teleconference with Freshfields, V. Varma and Jones Day re: foreign entity transfers (3.3); attended teleconference with Jones Day, Cadwalader and Sullivan & Cromwell re: status and next steps (0.4); revising Exhibit to Master Transaction Agreement side letter and preparing related e-mails (0.1)

3.8

015033 0002 07/17/2009




06/09/09 N.R. Modi Reviewing Canada documents and sending documents out to Canada counsel (3.1); Reviewing and finalizing documents for Closing (5.5)

8.6

06/09/09 N.R. Tomasetti Revise documents in preparation for closing (2.2); t/cs in preparation for closing (2.2).

4.4

06/09/09 O. Suurenbroek Review revised pre-closing CNI restructuring language in Netherlands docs (0.3); call w/India counsel re. withholding tax and capital gains tax issues, incl third-party liability (0.5); Analyze open tax issues (0.3).

1.1

06/09/09 P. Shaitanau Attention to client's requests to review and upload to the electronic data room documents to be shared with Fiat (0.5); Conference call with Jones Day, CWT, S&C and other parties re: closing (0.3); Reviewing the Bills of Sale (0.6).

1.4

06/09/09 R. Dooley Strategizing re: Chrysler Group Egypt (0.3); respond to e-mail from J. Ceppi requesting NSC Information Side Letter and MPC SLA Side Letter (0.1); locate copies of same (0.4).

0.8

06/09/09 R. Presutti TCWs Mayer and Bentley re: settlement agreement and potential claims against Daimler (1.1); work on tax indemnity issues (2.1); on-going TCWs Leese re: transaction issues (1.9); work on closing issues (3.8); on-going CFWs (2.1); attention to issues re: SCOTUS stay and process (0.4); all-hands call re: closing mechanics and process (1.3); follow-up call w/ JD and McCarthy re: tax indemnity and open issues (0.7); CCw JD, S&C, McCarthy and Davies re: tax indemnity side letter (0.8); review revised tax indemnity language and further TCWs JD, S&C, McCarthy and Davies re: same (1.7).

15.9

06/09/09 R. Scarboro Further revisions to Antitrust Counsel Project Capitol chart upon receipt of revised invoices (0.6), prepared checklist of outstanding invoices (1.0), prepared and distributed several emails to foreign counsel requesting status (0.7).

2.3

06/09/09 S. Chaikin Responded to phone call and emails from Landlords regarding inquires related to memorandum of leases and requests for Landlord consent to mortgage.

1.9

06/09/09 S. U. Park Attention to Closing (3.4); Attention to Canada restructuring (3.0).

6.4

015033 0002 07/17/2009




06/09/09 W. Wanapha Discussion w/ V. Varma re: final changes to Master Industrial Agmt for execution.

0.4

06/09/09 Y.S. Lee Prepare distribution of Bonsol Holding S.a r.l. SS-4 Application.

0.1

06/10/09 A.R. Young Checking contents of closing room with respect to foreign transfer docs to ensure everything in order for close (3.2); coordinating with Freshfields for closing process for each foreign transfer in preparation for close (2.8); conducting closing in each foreign jurisdiction and gathering the supporting documentation from each local counsel (7.2).

13.2

06/10/09 D. A. Kusnetz Negotiate Tax Indemnity (10.5); attend to closing matters (3.8).

14.3

06/10/09 D.E. Weiner Read and reviewed e-mails, transaction documents, transfer documents with respect to non-U.S. entities, valuation of non-US entities and transfer taxes with respect to non-US entities (1.3); e-mailed and discussed with S&C attorneys, Freshfields attorneys, Walkers attorneys and Chrysler Tax regarding the transaction, transfer documents with respect to non-US entities, transfer taxes with respect to non-US entities and valuation of non-US entities (2.1).

3.4

06/10/09 D.E. Weiner Read and reviewed e-mails and various agreements including Transfer Agts. and Service Level Agts. with respect to Chrysler Egypt etc. (3.6).

3.6

015033 0002 07/17/2009




06/10/09 F. Duvanel Closing. Conf. call w/ Chrysler, Sullivan & Cromwell and Jones Day re: closing. (.6) E-mails re: revision of transfer tax returns and affidavits and recording of deeds (1.4). E-mails to and from N. DeMartini and K. Creedon re: MA deed. (.3) E-mails re: subdividsion of Mississippi properties, transfer of Michigan property from COCC and other open items re: deeds. (.8) Review of revised bills of sale. (.6) E-mails to and from M. Waldron and G. Chen re: revised bills of sale. (.3) E-mails to and from M. Robertson and G. Singer re: DIP mortgages and working capital facility schedules. (.6) Review of St. Louis lease and revision of landlord requested changes to leasehold mortgage consent for St. Louis lease. (1.0) E-mails re: St. Louis landlord consent letter. (.3) Review of property schedules to exit financing credit agreement. (.8) E-mails to and from D. Cox re: procedure for property releases. (.3) E-mails to and from and T/Cs w/ C. Zelinger re: closing and release of escrowed documents. (1.0) E-mails to and from N. DeMartini re: release of escrowed documents. (.3) E-mails to and from C. Zelinger and M. Zaruba re: lease assignments. (.3).

8.6

06/10/09 G.J. C-Tachmazoglou Copied and organized executed documents. 0.4

06/10/09 H.N. Johnson Attention to FIRPTA certificates for closing. 0.1

06/10/09 J. Shmidoff Reviewed files for note, mortgage, and other original documents (0.4). Strategizing re: same (0.2).

0.6

06/10/09 J. Vitale Email correspondence with A. Fitzgerald of Hogan & Hartson regarding FCC license approvals

0.2

06/10/09 J.A. Lenobel Conference calls with Chrysler, S&C, Jones Day, Cadwalader and PWC re: closing and open items (2.0) E-mails to and from and T/Cs w/ S&C and title company re: release and recording of real estate transfer documents, transfer tax payments and transfer tax returns. (2.5) Review of revised transfer tax returns and property affidavits. (1.0).

5.5

06/10/09 J.C. Lee Attention to wire transfers. 1.4

06/10/09 J.C. Lee Attention to open issues in the closing room for the closing (4.6). All hands closing conference call (1.2).

5.8

015033 0002 07/17/2009




06/10/09 J.D. Bilgrei Attention to closing and finalizing all foreign transfer documents and coordinating with foreign counsel to release pledges and execute foreign transfer agreements (4.5)

4.5

06/10/09 J.D. Brooker Prepare for and attend call to discuss documents with McCarthy, S&C, and others (2.0); prepare for and attend all hands closing call (1.0); review of Canadian restructuring documents and related closing issues and strategizing re: same (6.5).

9.5

06/10/09 J.H. Berger Multiple communications with and coordinated invoices and OCP affidavits with multiple local counsels, C. Zelinger at S&C and V. Roovers at Jones Day and addressed and resolved multiple open issues relating thereto.

1.9

06/10/09 J.L. Benda Attending to various matters in connection with closing at CWT (finalizing transaction documents; confirming execution versions and appropriate signatories to transaction documents) (7.0). Reviewing Canadian restructuring documents; status call with lawyers' working group (McCarthy Tetrault, Davies Ward, Sullivan & Cromwell) to discuss comments to transaction documents, drafting and distributing transaction documents (5.0). Responding to emails re: Canadian restructuring and various open items in connection with closing (1.4). Coordinating transfer tax stamping of canceled share certificates with M. Zaruba and R. Karsh (1.2).

14.6

06/10/09 J.L. Herbert Conference call with Hogan & Hartson regarding closing of transaction and discussion of when name change would occur (.5). Email correspondence regarding change of name to Chrysler Group LLC (.2). Follow up email correspondence with Hogan & Hartson regarding the same (.1).

0.8

06/10/09 J.R. Pollak Review of closing checklist and preparation of closing room (4.0); Finalized international transfer documents (4.0); closing (1.0); Review of closing documents from the closing room and from foreign counsel (8.8).

17.8


2.5

015033 0002 07/17/2009




06/10/09 L.M. Faine Continue to review legal treatises and U.S. - Canada tax treaty re: Canadian restructuring and payment of tax (2.1); attention to closing documents (1.8); finalize and file Form 8832 for Chrysler Mexico Investment Holdings Cooperatie UA (.6); correspond with Chrysler Tax regarding updated residency certificate for purposes of U.S. - Italy tax treaty (.2);

4.7

06/10/09 N. Horne Attended closing at Cadwalader, including work related to foreign entity transfers and finalization of related documentation and Exhibit to Master Transaction Agreement side letter (11.1)

11.1

06/10/09 N.R. Modi Closing at Cadwalader (review and finalization of closing deliverables)

16.1

06/10/09 N.R. Tomasetti Coordinate transfer of foreign entities (4.2); review final pdf versions of documents (2.4).

6.6

06/10/09 P. Shaitanau All-hands closing call (0.4); Preparing FIRPTA Certificates for execution (0.9); Attention to foreign entity transfers (0.8).

2.1

06/10/09 R. Kiesel Attention to Closing matters (0.8); telephone conferences re: closing issues (1.2).

2.0

06/10/09 R. Presutti Attention to funding issues (0.9); attention to Tax MOU, including related all-hands call (3.2); review and prepare comments to amendment No. 3 to the MTA (.8); attention to Canada fiduciary issues (0.7); attention to foreign transfers (0.6).

6.2

06/10/09 R. Scarboro Reviewed and organized additional revised invoices received from foreign counsel (0.9), prepared files and updated antitrust counsel chart (1.6).

2.5

06/10/09 S. Chaikin Discuss issues related to memorandum of lease and landlord consent to mortgage with landlords and landlord's counsel (2.1); Respond to local title agent requests and questions related to recording of deeds (4.1)

6.2

06/10/09 S. Daniel Reviewed underlying documents to title commitments for two NY and IL properties to determine the correct legal description to go on title policy (1.9).

1.9

06/10/09 S.M. Kareff Create summary chart of Master Tech Sharing Agreement and send to Chrysler.

2.0

015033 0002 07/17/2009




06/11/09 A.R. Young Multiple teleconferences and emails with local counsel in India regarding closing of Indian transfer.

1.3

06/11/09 D.E. Weiner E-mailed and discussed with S&C attorneys, Freshfields attorneys, PwC personnel and Chrysler Tax regarding various non-US tax issues with respect to the transaction (.9); read and reviewed documents pertaining to non-US taxes (.2)

1.1

06/11/09 D.E. Weiner Attention to various issues with respect to Chrysler Egypt, including telephone conferences with PwC personnel, Chrysler personnel and Daimler personnel (3.6); read and reviewed e-mails and various agreements including Transfer Agts. and Service Level Agts with respect to Chrysler Egypt, e-mailed with Chrysler Tax regarding such agreements (2.7).

6.3

06/11/09 F. Duvanel E-mails to and from N. DeMartini and K. Creedon re: MA deed and Land Court requirements. (.4) E-mails re: issues re: deeds. (.6) E-mails to and from D. Pupovic re: issues re: deeds and recording. (.6) Review and assembly of copies of deeds and assignment documents for delivery to Sullivan and Cadwalader. (.8).

2.4


06/11/09 G.P. Pressman Answering question re: New Jersey transfer forms (.2); explanation of tax issues dealt with prior to closing (.3).

0.5

06/11/09 J.H. Berger Multiple communications with and coordinated invoices and OCP affidavits with multiple local counsels and V. Roovers at Jones Day and addressed and resolved multiple open issues relating thereto.

0.6

06/11/09 J.R. Pollak Review of documents in preparation for name change of Chrysler entities (2.5); Review of data room records (1.8); Review if Brazil secretary's certificates (.5).

4.8

06/11/09 L.M. Faine Strategize regarding transfer of foreign entities 0.3

06/11/09 M.J. Kaplan Email correspondence with D. Berry regarding recordation and releases of UST lien at USPTO.

0.1

06/11/09 M.K. Marks Notify local counsel in all jurisdictions regarding closing date (.4) and post-closing follow up regarding expected clearances in Serbia and Turkey (.2)

0.6

015033 0002 07/17/2009




06/11/09 M.S. Heaton Correspondence with Elvedina Pupovic at Fidelity regarding transfer documents required in connection the MN and NJ deed transfers (0.5); Prepared NJ forms RTF-1EE and GIT/REP-3, both required in connection with recording deeds (1.1).

1.6

06/11/09 N.R. Tomasetti Attn to Serbian documentation (.4); review corporate fact sheets, send same to Z. Vantos (1.2); review final pdf versions of NSC transfer documents (1.7).

3.3

06/11/09 R. Dooley Conference call w/PWC Egypt re: Chrysler Egypt tax issues (1.5); strategizing w/D. Weiner re: same (0.2); conf. call w/Chrysler Tax re: same (1.0); conf. call w/Daimler re: same (0.8); strategizing w/D. Weiner re: same (0.2); e-mails re: same (0.3).

4.0

06/11/09 R. Presutti Attention to requests from creditors' committee (0.7); review of PTE application responses (0.4).

1.1

06/11/09 R. Scarboro Updated Antitrust Counsel chart upon receipt of revised invoices (0.5), reviewed and organized same (0.8).

1.3

06/11/09 S. Chaikin Respond to local title agents' requests to revise legal descriptions of deeds and ancillary transfer documents in order to record deeds (3.4); Discuss issues with Landlords related to memorandum of lease (2.1); Revise memorandum of lease per comments fro m Landlords (0.5).

6.0

06/11/09 S. Cooper Compiled originally signed Luxco docs. 0.5

06/11/09 S. Daniel Followed up with local title company on discrepancies related to the OH deed legal description (1.0); reviewed legal description for the MI 0005 property (1.2).

2.2

06/12/09 B.E. Kelleher Multiple emails with A. Jin re: schedules and documents in the dataroom (.2); strategizing re: same (.2).

0.4

06/12/09 B.J. Ang Follow up correspondence with local counsels regarding closing matters (0.3). Correspondence regarding Turkish share transfer procedures (0.1). Reviewed follow up questions from European Commission (0.1).

0.5

06/12/09 D. A. Kusnetz Prepare for and attend meeting w/ UCC, PWC and Chrysler tax dept re: UCC investigation into claims against Daimler (7.9); attend to post closing matters - revised executions etc (2.3).

10.2

015033 0002 07/17/2009




06/12/09 D.E. Weiner Telephone conferences with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax regarding various non-US tax issues with respect to the transaction, e-mailed with S&C attorneys, PwC personnel and Chrysler Tax regarding non-US tax issues, read and reviewed transaction documents and various charts and analysis with respect to non-US taxes (2.8).

2.8

06/12/09 F. Duvanel E-mails to and from D. Schinella re: leasehold mortgages (.2). E-mails re: revised transfer tax forms and affidavits for NJ, IL and WI. (.6). E-mails to and from K. Creedon and N. DiMartini re: MA deed (.3). Revision and distribution of revised MA deed. (.4) Review landlord comments to St. Louis ground lease memorandum and leasehold mortgage consent. (.6) E-mails re: landlord comments to St. Louis ground lease memorandum and leasehold mortgage consent. (.3).

2.4

06/12/09 J. Shmidoff Strategized re: the loan summary and ancillary documents. 0.2

06/12/09 J.H. Berger Multiple communications with and coordinated invoices, OCP affidavits and waivers with multiple local counsels and V. Roovers at Jones Day and addressed and resolved multiple open issues relating thereto.

0.6

06/12/09 J.R. Pollak Review of corporate document requirements for post closing (.3)

0.3

06/12/09 L.M. Faine Tax research related to revenue rule and the U.S. - Canada income tax treaty (1.3); strategize regarding same (1.4); correspond with working group regarding transfer of foreign entities (1.0)

3.7

06/12/09 M. Swartz Review draft Form CO for EC. 1.4

06/12/09 M.J. Kaplan Review MIA and Technology Sharing Term Sheet for post-closing obligations.

0.5

06/12/09 M.K. Marks Coordination of transfer of minority interests in Turkish subsidiary (.5); review and strategize regarding follow up questions from EU (.4)

0.9

06/12/09 N. Horne Attention to documents related to foreign entity transfers and attention to related matters, reviewing and preparing related e-mails and conferred with M. Gray re: same (2.4)

2.4

015033 0002 07/17/2009




06/12/09 N.R. Tomasetti T/cs with Jones Day re: Serbian POAs (.5); coordinate with foreign counsel re: Serbian POAs (.7); review NSC closing documentation (executed) (1.2); t/cs with Turkish counsel re: tax POA, revise tax POA and draft Secretary Certificate (1.8).

4.2

06/12/09 O. Suurenbroek Call w/PWC re: Turkish transfer tax (0.3) / conference call with S&C and Freshfields re: payment of transfer taxes (0.5)

0.8

06/12/09 P. Shaitanau Attention to data room closure matters, including preparing indexes of electronic file rooms and quality checking DVD sets of electronic data room materials, and telephone and email communications with D. Bell of Merrill Corp. re: same (4.9).

4.9

06/12/09 R. Presutti Attention to post closing delegation of responsibilities (0.6); attention to supplemental affidavit (0.3).

0.9

06/12/09 R. Scarboro Further review and organization of revised invoices received from foreign counsel (1.1), follow-up status of outstanding invoices (1.2).

2.3

06/12/09 R.B. Loper Chrysler-- review background materials concerning structure of 2007 internal Chrysler reorg (including separation of car and finance company), particularly the steps plan and funds flow memo, in preparation for meeting with Kramer Levin (Arthur Aufses and team).

1.6

06/12/09 R.B. Loper Chrysler-- attend meeting at Kramer Levin with Arthur Aufses and team to discuss 2007 Chrysler internal reorg and possible claims of the Chrysler estate against Daimler AG as a result thereof.

2.0

06/12/09 S. Chaikin Respond to local title agents' requests to revise legal descriptions of deeds and ancillary transfer documents in order to record deeds (1.4); Discuss issues with Landlords related to memorandum of lease (1.1).

2.5

06/12/09 S. Cooper Prepared package of original documents for Equity Trust. 0.3

06/12/09 S. Daniel Followed up with local title company to resolve issues related to the OH legal description and chain of title.

0.3

06/12/09 S.M. Kareff Review M&A and Master Technology Agreement re: post-closing deadlines.

0.2

015033 0002 07/17/2009




06/12/09 W. Wanapha Discussion w/ J. Trudell Ancillary Agreements negotiations and strategize re: same (0.2); advise B. Pilarski and M. Chernoby re: post-closing business items (0.2).

0.4

06/13/09 N.R. Tomasetti Attn to Colombian documents, confirm that value entries were correct.

0.9

06/14/09 J.D. Blattmachr Began draft for SRZ retention by New Chrysler. 0.2

06/15/09 D. A. Kusnetz Post closing matters including review/revision to MTA schedules (1.1); NSC and foreign company transfer matters (2.7).

3.8

06/15/09 D.E. Weiner Read and reviewed e-mails regarding non-US taxes with respect to the transaction, e-mailed and discussed with Freshfields attorneys, S&C attorneys and Chrysler Tax regarding such non-US taxes and strategizing re: same (.6).

0.6

06/15/09 D.E. Weiner Read and reviewed e-mails and documents regarding Chrysler Egypt, discussed with Chrysler Tax and PwC personnel regarding Chrysler Egypt (.7).

0.7

06/15/09 F. Duvanel E-mails re: NJ buyer's affidavit and consideration. (.6) Review of e-mails from C. Zelinger and B. Lyons re: NJ property values. (.4) Review of post-closing checklist. (.8).

1.8


06/15/09 G.J. C-Tachmazoglou Transmittals to NCR to obtain certain legalized, consularized or apostilled documents for Chrysler per Justin Pollack.

0.2

06/15/09 J.D. Blattmachr Worked on draft of New Chrysler declaration. 0.4

06/15/09 J.H. Berger Multiple communications with and coordinated invoices, OCP affidavits and waivers with multiple local counsels and addressed and resolved multiple open issues relating thereto.

0.3

06/15/09 J.L. Benda Drafting post-closing checklist and distributing checklist to Jones Day (1.7). Conference call with Jones Day to discuss revisions to checklist (.4)

2.1

06/15/09 J.R. Pollak Follow up on Egypt post closing matters (.2); Follow up on India post closing matters (.2); Coordination of post closing corporate document requirements for international transfers (3.0); Strategizing re: post closing (.6).

4.0

015033 0002 07/17/2009




06/15/09 L.C. Ginsburg Pull Reynolds decision from Westlaw. 0.1

06/15/09 L.M. Faine Attention to transfer of foreign entities (.4); correspond with Freshfields regarding same (.3)

0.7

06/15/09 M.K. Marks Work with Chrysler to identify and update shareholders and directors in Turkish subsidiary (.3); obtain information from Chrysler regarding follow up questions from European Commission (.4); respond to follow up questions from SEAE (Brazil) (.3)

1.0

06/15/09 M.S. Heaton Strategizing re: preparation of NJ transfer tax affidavits (0.6); Research related to parcel identification and previous tax assessments for property control # NJ 2730 (0.6).

1.2

06/15/09 N.R. Modi Attention to post closing issues (.7); Sending original signature pages to S&C (.3).

1.0

06/15/09 N.R. Tomasetti Review post-closing checklist, markup same (.8); t/cs with Varma re: Argentina filing (.7); review list of name change materials required, coordinate with JP re: same (.5); coordinate with Jones Day re: Serbian POAs (.8); t/cs with Turkish counsel, Annette Adams re: transfers, review documents with respect to same (1.5).

4.3

06/15/09 P. Shaitanau Strategize re: post-closing and deferred closing matters (0.4); Review post-closing checklist for the MTA (0.2); Attention to data room closure matters (0.2 ) and telephone conversation with D. Bell re: same (0.1).

0.9

06/15/09 R. Dooley Attention to issue re: dealer bonus at Chrysler Group Egypt (0.4); strategize re: same (0.1); t/call re: same w/J. Ceppi (0.1); e-mail to J. Ceppi and J. Heid re: same (0.2).

0.8

06/15/09 R. Scarboro (i) Reviewed and organized signed copies of the Master Industrial Agreement and Term Sheets, prepared index closing binders for IP Group (2.3 hrs.); (ii) reviewed status and prepared follow-up emails to foreign counsel regarding outstanding invoices, updated status chart (2.2 hrs.).

4.5

06/15/09 S. Chaikin Respond to questions from Landlords and their counsel (0.4); Review and respond to comments to consent letters and ground lease memoranda (0.6); Respond to questions from title company regarding missing recording of deeds (0.6).

1.6

015033 0002 07/17/2009




06/15/09 W. Wanapha Review post-closing checklist (0.3); participate in tc w/ Jones Day re: post-closing items (1.9); send e-mail notification to M. Chernoby and B. Pilarski re: MIA post-closing business items (0.2).

2.4

06/16/09 B.J. Ang Circulated updates in connection with EU filing (0.2). Reviewed and circulated correspondence regarding Mexican antitrust clearance letter (0.2).

0.4

06/16/09 D.E. Weiner E-mailed and discussed with S&C attorneys, Freshfields attorneys, PwC personnel and Chrysler Tax regarding various non-US tax issues with respect to the transaction; read and reviewed e-mails and various charts (.7).

0.7

06/16/09 D.E. Weiner Telephone conference with PwC personnel and Chrysler Tax regarding Chrysler Egypt (.9); discussed with Chrysler Tax regarding Chrysler Egypt (.4); read and reviewed e-mails and transaction documents regarding Chrysler Egypt (1.6); strategized regarding Chrysler Egypt (1.2).

4.1

06/16/09 F. Duvanel E-mails re: modifications of deeds for recording. (.3) E-mails re: NJ buyer's affidavit and value. (.6) Review of e-mails from C. Zelinger, B. Lyons and W. Barrett re: NJ buyer's affidavit. (.4).

1.3


06/16/09 J.D. Blattmachr Drafted new declaration for retention by New Chrysler. 1.7

06/16/09 J.H. Berger Multiple communications with and coordinated invoices, OCP affidavits and waivers with multiple local counsels and addressed and resolved multiple open issues relating thereto. (0.3). Reviewed court documents. (0.1).

0.4

06/16/09 J.R. Pollak Follow up on Certificates of Amendment evidencing name changes of various Chrysler entities.

0.9

06/16/09 L.M. Faine Attention to transfer tax issues related to Chrysler India (.3); strategize regarding revenue rule and U.S. - Canada tax treaty (.8)

1.1

06/16/09 M.J. Kaplan Email correspondence with E. Smith regarding patents and patent applications UST lien was recorded against at USPTO.

0.2

06/16/09 M.K. Marks Follow up regarding Turkish shareholders (.1); follow up with EU counsel regarding EC call (.2)

0.3

015033 0002 07/17/2009




06/16/09 M.S. Heaton Created list of assumed and rejected leases for confirmation by Jones Day.

3.1

06/16/09 N.R. Tomasetti Attn to Argentina filing issues, t/c with Varma (.7); coordinate Serbian apostilling (.4).

1.1

06/16/09 R. Dooley Conf. call w/PWC Egypt and Chrysler Tax re: Chrysler Group Egypt (2.0); follow-up call w/Ed. Cummins (0.5); review local Egypt agreements re: transfer of business from Daimler (2.5); strategizing re: issues related to transfers (2.0).

7.0

06/16/09 R. Scarboro (i) Revised Master Industrial Agreement and Term Sheet binders upon review (1.7), (ii) further review and organization of revised invoices, prepared file folders and labels for same (1.6).

3.3

06/16/09 R.B. Loper Review 2007 records concerning Auburn Hills with respect to possible claims against Daimler arising from conveyance (0.7 hours), and strategize regarding same (0.5 hours).

1.2

06/16/09 S. Chaikin Responded to questions from Landlords and their counsel (0.7); Reviewed and responded to comments to consent letters and ground lease memoranda (0.3); Responded to questions from title company regarding missing recording of deeds (0.3).

1.3

06/16/09 W. Wanapha Correspond w/ V. Varma at Sullivan & Cromwell re: final changes to execution copy of Master Industrial Agmt.

0.4

06/17/09 B.J. Ang Conducted online search for supplier legal contacts in connection with response to EU Commission (2.5). Correspondence regarding input required for submission to EU Commission (0.5).

3.0

06/17/09 D.E. Weiner E-mailed and discussed with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax regarding various non-US tax issues with respect to the transaction (.7); read and reviewed e-mails, transaction documents and charts (.5).

1.2

06/17/09 D.E. Weiner Telephone conferences with Chrysler Tax, PwC personnel, and Daimler personnel to discuss various issues with respect to Chrysler Egypt; read and reviewed e-mails, agreements and transaction documents pertaining to Chrysler Egypt (2.9).

2.9

015033 0002 07/17/2009




06/17/09 G. Dolinsky Revising NJ ancillary form & sending it via email to Bill Barrett for Paul Wolff's signature

0.2

06/17/09 J.H. Berger Multiple communications with and coordinated invoices with multiple local counsels and addressed and resolved multiple open issues relating thereto.

0.2

06/17/09 J.R. Pollak Review of powers of attorney (.4); Attention to post closing issues regarding the Indian transfer (.5); Review of name change certificates from NCR and correspondence with FBD re: the same (1.1).

2.0

06/17/09 L.J. Zydel Review for G. Pressman loan files. 1.0

06/17/09 L.M. Faine Review memorandum regarding revenue rule and U.S. - Canada tax treaty and provide feedback to C. Davis regarding same

1.0

06/17/09 M.S. Heaton Completed chart of assumed and rejected leases after review of schedules.

1.8

06/17/09 N. Horne Reviewing and preparing e-mails related to foreign entity transfers (including related review of schedules) (0.3)

0.3

06/17/09 N.R. Tomasetti Coordinate signing and apostilling of Serbian POA and certificates, including Director Certificate by James Chapman, with M. Gray, SRZ clerk's office.

1.1

06/17/09 R. Dooley Conf. call w/PWC Egypt and Chrysler Tax re: Chrysler Group Egypt (1.5); conf. call w/Chrysler re: same (0.5); conf. call w/Daimler and Chrysler re: same (0.7); review local agreements (0.5); coordinate distribution of same (0.4); draft e-mail re: same (0.2).

3.8

06/17/09 R. Scarboro Assembled and organized all of the foreign counsel invoices received to date (1.7); revised Project Capitol closing binder to include additional agreements (2.1).

3.8

06/17/09 S. Chaikin Discussed issues related to ground lease assignments and mortgages with client

0.2

06/18/09 B.J. Ang Calls and follow-up correspondence in connection with supplier information for submission to EU Commission (2.0). Correspondence with local suppliers regarding legal contact information in connection with EU filing (1.0).

3.0

06/18/09 D. A. Kusnetz Work re: purchase price allocation issues (1.3); tconf D Wang (S&C) re: same (.4).

1.7

015033 0002 07/17/2009




06/18/09 D.E. Weiner E-mailed and discussed with PwC personnel, Chrysler personnel, Freshfields attorneys, Paksoy attorneys and S&C attorneys regarding various non-US tax aspects with respect to the transaction (.7).

0.7

06/18/09 J.H. Berger Multiple communications with and coordinated invoices and conflict waivers with multiple local counsels and addressed and resolved multiple open issues relating thereto.

0.8

06/18/09 J.R. Pollak Post closing follow up on India transfer (1.0); Attention to Turkish entity transfer (.3); Attention to Serbia transfer (.2).

1.5

06/18/09 L.M. Faine Strategize regarding U.S. - Canada tax treaty 0.4

06/18/09 N.R. Tomasetti T/c with Varma re: Turkish name change and Argentina filing (.2); review pdf copies of Serbian documents, coordinate mailing of same (.4); attention to issues re: Argentina filing (.1).

0.7

06/18/09 P. Shaitanau Attention to organizational documents of Chrysler Dutch Operating Group LLC.

0.2

06/18/09 R. Scarboro Prepared list of NCSs in connection with distribution of foreign counsel invoices (1.9); updated status of outstanding invoices (.4); further closing binder preparation (1.6).

3.9

06/18/09 S. Chaikin Discussed issues related to memorandum of lease with Landlords.

0.3

06/19/09 B.J. Ang Correspondence regarding latest inquiry from Argentine antitrust authority (0.1).

0.1

06/19/09 B.J. Ang Calls and correspondence with suppliers in connection with EU filing (2.2). Updated spreadsheet with supplier legal contacts and circulated to EU counsel (1.0).

3.2

06/19/09 D. A. Kusnetz Tconf P Wolff re: purchase price allocation issues. 1.7

06/19/09 D.E. Weiner E-mailed with Paksoy attorneys, S&C attorneys, PwC personnel and Chrysler personnel regarding the transaction and various non-US taxes with respect to the transaction.

0.3

06/19/09 F. Duvanel E-mails to and from K. Creedon re: recording of MA deed, bankruptcy and Supreme Court dockets. (.4) Review of updated Fidelity deed recording chart. (.4)

0.8

015033 0002 07/17/2009




06/19/09 J.D. Blattmachr Finalized revised declaration. 0.2

06/19/09 J.H. Berger Multiple communications with and coordinated invoices and conflict waivers with multiple local counsels and addressed and resolved multiple open issues relating thereto.

0.3

06/19/09 J.K. Kokalj Retrieving contact info of suppliers for governmental filing.

3.6

06/19/09 J.L. Benda CCW Z. Vantzos of JD and M. Zaruba of S&C to discuss revisions to closing deliverables CD.

0.4

06/19/09 J.R. Pollak Attention to EU antitrust filing (2.3); Attention to Serbia transaction (.5).

2.8

06/19/09 L.M. Faine Tax review of memo related to revenue rule and U.S. - Canada income tax treaty

0.6

06/19/09 N.R. Tomasetti Coordinate review of Serbian POAs by local counsel, obtaining of formation documents (.6); t/c with Varma re: Argentina (.2).

0.8

06/19/09 R. Scarboro Revised closing binder index upon further review and organization of Project Capitol closing documents.

3.2

06/19/09 S. Chaikin Reviewed memorandum of lease and landlord consent correspondence (0.9); Organized returned memoranda of lease and consents to mortgage (0.9).

1.8

06/22/09 B.J. Ang Follow up correspondence regarding latest inquiry from Argentine antitrust authority.

0.1

06/22/09 B.J. Ang Correspondence regarding supplier information for EU filing (0.8). Revised and recirculated supplier legal contacts (0.5). Follow up correspondence regarding Serbia and Turkey (0.2).

1.5

06/22/09 D. A. Kusnetz Tconf P Wolff and T Pardon re: purchase price allocation, process and information needs

1.2

06/22/09 D.E. Weiner E-mailed and discussed with Freshfields attorneys, Estudio Beccar attorneys, S&C attorneys and Chrysler Tax regarding the transaction and various non-U.S. taxes with respect to the transaction; read and reviewed charts and summaries regarding non-U.S. taxes (.9).

0.9


0.9

015033 0002 07/17/2009




06/22/09 J.R. Pollak Teleconference with Indian counsel regarding PAN application (.3); Post closing follow up regarding international transfers including India, Taiwan, and Egypt (.5); Attention to India PAN application (.7); Attention to EU antitrust filing (.2).

1.7

06/22/09 N.R. Tomasetti Coordinate with foreign counsel re: Serbia (.3); coordinate with Varma re: Argentina filing (.2).

0.5

06/23/09 B.J. Ang Correspondence regarding Serbian clearance decision (0.2) and supplier information for EU filing (0.3).

0.5

06/23/09 D.E. Weiner E-mailed and discussed with Chrysler Tax, S&C attorneys, Estudio Beccar attorneys and Wardynski attorneys regarding various non-US tax issues with respect to the transaction (.3); read and reviewed e-mails and documents relating to non-US taxes with respect to the transaction (.1).

0.4

06/23/09 J.C. Lee Attention to Serbia closing. 1.2

06/23/09 J.H. Berger Multiple communications with and coordinated OCP affidavits and invoices with multiple local counsels and Jones Day and addressed and resolved multiple open issues relating thereto. (0.3). Communicated with S&C re: mortgage recording tax issue s. (0.2). Reviewed mortgage recording tax spreadsheets and NYS affidavits. (0.2).

0.7


1.1

06/23/09 J.L. Benda Reviewing post-closing checklist as distributed by JD (0.5). Reviewing closing CD distributed by CWT for errors and other issues (.9).

1.4

06/23/09 J.R. Pollak Attention to distribution of Closing room DVDs (.7); attention to Indian TAN/PAN filing (1.0).

1.7

06/23/09 M.J. Kaplan Call and email correspondence with M. Fisher at Sullivan and Cromwell regarding schedules of patents that UST lien is recorded against.

0.2

06/23/09 N. Horne Attention to upcoming transfer of Serbia NSC, including review of related documents (0.1)

0.1

06/23/09 N.R. Tomasetti Attention to issues re: Turkish valuation letter (.6); strategize re: Serbian closing (.7).

1.3

06/23/09 R. Kiesel Emails and telephone conferences re: closing issues. 1.0

015033 0002 07/17/2009




06/24/09 B.J. Ang Follow up correspondence with Brazilian counsel regarding status of Daimler interest (0.4). Reviewed and circulated Serbian clearance letter (0.4).

0.8

06/24/09 F. Duvanel Review of e-mail from Z. Vantzos re: 11th Avenue properties (.2). Review of lease assignment for 11th Avenue property (.2). E-mails re: transfer of 11th Avenue owned and ground leased properties (.2).

0.6

06/24/09 J.C. Lee Attention to post-closing document requests from Creditors Committee and other third-party bankruptcy advisors (1.1)

1.1

06/24/09 J.H. Berger Communicated with S&C re: mortgage recording tax issues (0.2) and reviewed recording tax correspondence. (0.1).

0.3

06/24/09 J.L. Benda Reviewing and revising post-closing checklist distributed by JD to reflect status changes (transfer of Serbian subsidiary and confirmation of actions to be taken under the MIA).

0.8

06/24/09 J.R. Pollak Attention to India tax filing (.7); Attention to closing documents at request of P. Gunn (.7); Attention to distribution of data room cds (.8).

2.2

06/24/09 L. Gitlitz Review, correspondence and discussions w/ SD and SC regarding landlord responses to ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters (1.2); Discuss and resolve parcel and legal description issues with title company (1.1)

2.3

06/24/09 N.R. Tomasetti Coordinate Serbian closing issues (.5); review additional foreign transfer documents received from local counsel (1.4); strategize re: Turkish antitrust approval (.2).

2.1

06/24/09 R. Dooley T/call w/K. Clements at Chrysler re: BBDC issue (0.2); attention to research re: same (0.7); e-mail to NH re: same (0.1).

1.0

06/24/09 S. Chaikin Organized and reviewed memoranda of lease responses (0.5); Responded to questions from Landlords and counsel of Landlords (0.6)

1.1

06/25/09 B.J. Ang Follow up correspondence regarding Serbian and Turkish clearances (0.4). Responded to Brazilian inquiry regarding status of worldwide clearances (0.1).

0.5

015033 0002 07/17/2009




06/25/09 D.E. Weiner E-mailed and discussed with Freshfields attorneys, S&C attorneys, PwC personnel and Chrysler Tax regarding non-U.S. taxes with respect to the transaction.

0.3

06/25/09 J.C. Lee Attention to post-closing checklist, including TC with JD regarding the same (.8). Coordinating RE post-closing tasks (.3). Attention to post-closing document requests by third-party bankruptcy advisors and the Company (2.1)

3.2

06/25/09 J.L. Benda Reviewing and revising post-closing checklist distributed by JD to reflect status changes (various real estate transfer matters).

0.9

06/25/09 J.R. Pollak Attention to India PAN application. 0.2

06/25/09 N.R. Tomasetti Review Argentina filing for New CarCo and t/cs with Varma re: same.

1.3

06/25/09 S. Chaikin Discussed issues with Jones Day related to rejected leases 0.3

06/25/09 S. Daniel Attended to post closing matters including review of landlord consent letters and delivery problems and strategize re: same (.6)

0.6

06/26/09 B.J. Ang Reviewed draft response to latest inquiry from Argentine antitrust authority.

0.1

06/26/09 B.J. Ang Follow up correspondence regarding Serbia and Turkey. 0.1

06/26/09 D.E. Weiner Telephone conference with Freshfields attorneys, S&C attorneys and Chrysler Tax to discuss various non-U.S. transfer taxes with respect to the transaction, read and reviewed e-mails and charts (.6); read and reviewed PwC chart regarding non -U.S. capital gains taxes, read and reviewed transaction documents (1.6).

2.2

06/26/09 F. Duvanel E-mails re: post closing agreement and open items (.4). Review of post-closing agreement and checklist (.4).

0.8

06/26/09 J.C. Lee Attention to post-closing checklist, including correspondence with JD re: the same

1.2

06/26/09 J.H. Berger Communicated with Paul Eichbauer and Veerle Roovers regarding local counsel invoices. (0.3). Reviewed invoices. (0.2). Communicated with multiple local counsels re: invoices. (0.1).

0.6

015033 0002 07/17/2009




06/26/09 J.L. Benda Finalizing post-closing checklist to reflect additional status items re: real estate transfers (.3). Distributing checklist to JD for review (.1). Fielding question from JD re: real estate transfer item (.3).

0.7

06/26/09 L. Gitlitz Review and revise real estate sections of post-closing agreement (.6); Correspondence with title company regarding legal description issues (.7)

1.3

06/26/09 L.M. Faine Telephone conference with S&C, Chrysler Tax and Freshfields regarding transfer taxes (.5); review capital gains chart and strategize re: same (2.6) prepare e-mail to PwC in response to capital gains chart (.3)

3.4

06/26/09 N.R. Tomasetti T/c with M. Gray re: Turkish invoice, review affidavit to be completed for payment.

0.8

06/26/09 R. Dooley Review Daimler settlement agreements and BBDC agreements re: BBDC issue (2.3); t/call w/K. Clements re: same (0.2).

2.5

06/28/09 D.E. Weiner Read and reviewed e-mails, transaction documents and charts regarding non-U.S. taxes with respect to the transaction (.6); e-mailed with Chrysler Tax and PwC personnel regarding non-U.S. taxes with respect to the transaction (.2).

0.8

06/29/09 A. L. Hirsch Review CIC tax issue. 0.9

06/29/09 D.E. Weiner E-mailed and discussed with S&C attorneys, Chrysler Tax and PwC personnel regarding non-U.S. taxes and filing of non-U.S. tax returns (1.2); read and reviewed legal treatises, transaction documents and charts and strategizing re: same (1.4).

2.6

06/29/09 H.N. Johnson Attention to pre-closing restructuring chart. 0.7

06/29/09 J.C. Lee Attention to transfer of Chrysler Turkey entity (.7). Attention to requests from Creditors Committee (1.3)

2.0

06/29/09 J.D. Blattmachr Finalized changes to retention application, circulated to group.

0.1

06/29/09 J.K. Kokalj Creating subsidiary entity index on behalf of creditors committee.

4.5

06/29/09 J.R. Pollak Attention to subsidiary index on behalf of creditors committee.

4.8

015033 0002 07/17/2009




06/29/09 L. Gitlitz Correspondence and addressing issues regarding landlord responses to ground lease memorandum, ground lease assignments, letters to Landlord, and Landlord request letters

1.1

06/29/09 N.R. Tomasetti Attn to Turkish antitrust clearance issues. 0.4

06/30/09 A.R. Young Checking ownership percentages of Chrysler Group LLC and Chrysler Group Minority LLC in the Argentinean filings.

1.5

06/30/09 D.E. Weiner E-mailed and discussed with Freshfields attorneys, PwC personnel and Chrysler Tax regarding non-U.S. taxes with respect to the transaction (1.2); read and reviewed e-mails and transaction documents and strategizing re: same (.6).

1.8

06/30/09 E.M. Magnor Attention to Turkish transfer docs. 0.5

06/30/09 F. Duvanel E-mails re: questions of Howard County attorney re: Indiana deeds.

0.3

06/30/09 G.P. Pressman Call to S&C re: mortgage tax affidavits (.2); locating & sending mortgage tax affidavits (.3).

0.5

06/30/09 J.C. Lee Attention to requests from creditors committee regarding previous step transactions plans. (3.1)

3.1

06/30/09 J.K. Kokalj Addressing subsidiary entity index on behalf of creditors committee.

5.0

06/30/09 J.R. Pollak Attention to Certificates of Name Change (1.8); Attention to Subsidiary Index on behalf of creditors committee (3.2).

5.0

06/30/09 L.M. Faine Attention to memorandum regarding revenue rule and U.S. - Canada tax treaty

0.6

06/30/09 N.R. Tomasetti Attn to review of Argentina filings. 0.8

06/30/09 S. Chaikin Reviewed and organized all memoranda of lease (0.7) 0.7 CURRENT FEES $1,173,613.00 FEES AND EXPENSES INCURRED IN CONNECTION WITH PREPARATION OF JUNE 22 FEE STATEMENT $36,686.49 CURRENT EXPENSES $25,299.21

TOTAL AMOUNT OF THIS INVOICE $1,235,598.70

Invoice No. RAP 1127794 Invoice Date: 07/17/2009 Old CarCo LLC 1000 Chrysler Drive, Suite T1001 Aurburn Hills, MI 48326-2766 Attention: Ronald E. Kolka

Client Number : 015033 Matter Number: 0003

Employer Identification Number 13-2633996

Schulte Roth & Zabel LLP 919 Third Avenue, New York, NY 10022

DOC ID-10937637.1

Re: Daimler Settlement FOR PROFESSIONAL SERVICES RENDERED through June 30, 2009 Date Timekeeper Hours

06/01/09 D. Cohen Work on exemption. 0.8

06/01/09 D. A. Kusnetz Work re: assignment of indemnity and related issues (.9); communicate w/ S&S re: same (0.5)

1.4

06/01/09 L.M. Moss Review & mark-up note to be contributed to plan. 2.1

06/01/09 L.M. Moss Review Exemption/forward to Daimler. 0.8

06/01/09 R.E. Richman Attention to Daimler notes, including e-mail with Julie Kozlowski and e-mail to DOL.

0.6

06/02/09 A.M. Payne Drafting the Promissory Note be executed in connection with the Settlement Agreement III.

0.3

06/02/09 A.S. Waldenberg Strategize re: settlement. 1.2

06/02/09 D. A. Kusnetz Work and negotiate w/ S&S re: tax indemnity agreement and settlement agreement III

2.8

06/02/09 K. Chin Reviewed DTE terms and settlement terms (.3) 0.3

06/02/09 L.M. Moss Review and Revise note. 1.4

06/02/09 R. Presutti Work on settlement agreement issues; meeting at JD 10.9

06/03/09 B.E. Kelleher Review settlement agreement (.8); strategizing re: same (.2).

1.0

06/03/09 D. A. Kusnetz Work w/ S&S and w/ Chrysler (Leese, Wolff et al) re: tax indemnity and settlement III agreements (3.1) and satisfaction of preconditions to secure execution (1.0).

4.1

06/03/09 J.L. Benda Preparing signature pages for Tax Settlement Agreement (.9).

0.9

06/03/09 K. Chin Discussed terms of note w/ L. Moss (.2); reviewed DTE issue and cash collateral terms (.3)

0.5

015033 0003 07/17/2009

Chrysler Bankruptcy Daimler Settlement


DOC ID-10937637.1


06/03/09 L.M. Moss Review revised Settlement Agreement III. 1.2

06/03/09 L.M. Moss Review and revise Note. 0.5

06/03/09 L.M. Moss Review Guaranty b/t Daimler and PBGC. 0.6

06/03/09 L.V. Gelber Review revised settlement agreement (.7); correspondence re: definition of "claims" in bankruptcy code (.4).

1.1

06/03/09 N. Horne Attention to Tax Settlement Agreement (including signature pages), reviewing and preparing related e-mails and conferred with A. Samarillo re: same (0.8)

0.8

06/03/09 R. Presutti Review revised settlement agreement 9.5

06/03/09 R.E. Richman Attention to promissory note, RV e-mail. 0.8

06/04/09 L.M. Moss Issues related to the Settlement Agreement. 0.9

06/04/09 N. Horne Attention to matters related to Tax Settlement Agreement and preparing related e-mails (0.6)

0.6

06/04/09 R. Presutti Attention to settlement agreement. 2.4

06/04/09 R.E. Richman Attention to promissory note, TC with Patti, settlement status.

0.5

06/05/09 D. Cohen Work on exemption request 2.5

06/05/09 L.M. Moss Issues Related to Note. 1.0

06/05/09 R.E. Richman Attention to Daimler note (.3), RV e-mail re: same (.2); TC Lyssa Hall at DOL (.3).

0.8


06/08/09 J.D. Jacobs Strategize re: settlement matter (0.2). 0.2

06/08/09 L.M. Moss Exemption review and revise/Issues - Order of Transaction.

1.3

06/08/09 L.M. Moss Review final draft of Settlement Agreement. 0.5

06/08/09 M.R. Littenberg Questions re: notes transaction from L. Moss. 0.5

06/08/09 R. Dooley T/call w/J. Ceppi re: settlement agreement. 0.1

06/08/09 R.E. Richman TC Ivan Strasfeld at DOL (.3), attention to Daimler notes (.1).

0.4

06/09/09 L.M. Moss Exemption review. 0.8

06/09/09 L.V. Gelber Preparation for 6/10 committee call (.4); review Daimler steps memo (.7); review files re: same (.5).

1.6

015033 0003 07/17/2009



DOC ID-10937637.1


06/09/09 R.E. Richman Attention to Daimler notes. 0.1

06/10/09 A.S. Waldenberg Telecom w/Kramer Levin re: claims vs. Daimler; review steps plan

2.2


06/10/09 L.M. Moss Conf. call - PT Exemption. 1.2

06/10/09 L.M. Moss Review & revise PT Exemption. 2.2

06/10/09 L.M. Moss Bank account info - Settlement Agreement. 0.6

06/10/09 L.V. Gelber C/c w/Creditors' Committee re: Daimler internal restructuring (1.0); review revisions in Daimler settlement agreement (.4); preparation for c/c (.7).

2.1

06/10/09 R.E. Richman TCs Chris Party, review revised PTE request, RV report on Daimler.

0.9

06/12/09 L.M. Moss Settlement Agreement/Exemption Issues - Daimler. 0.8

06/12/09 L.V. Gelber T/c's, correspondence D. Kusnetz et al. re: Daimler steps memo and further diligence.

0.6

06/15/09 D. Cohen Talk with Jim Fenton. 0.2

06/15/09 D. A. Kusnetz Tconf B Herzog re: Daimler investigation and issues raised at meeting on 6/12

1.2

06/16/09 L.M. Moss Discuss Shearman - Exemption review mark-up. 1.8

06/17/09 L.M. Moss Review exemption. 1.0

06/19/09 L.M. Moss Review transfer docs for pension contribution transfer. 0.5

06/19/09 R.E. Richman Attention to IRS issues related to the Daimler notes, TC Jim Holland (message).

0.2

06/22/09 L.M. Moss Pension Contribution Transfer. 0.4

06/24/09 N. Horne Attention to questions relating to previous settlements 0.1

06/29/09 L.M. Moss Assignment of Settlement III. 0.5

06/29/09 N. Horne Attention to Assignment and Assumption Agreement, including preparation of same and related review of other documents, preparation of related e-mails and related discussions with M. Gray and Z. Vantzos

2.9

06/29/09 R.E. Richman TC Julie Kozlowski (message). 0.1

06/30/09 L.M. Moss Assignment of Settlement III. 0.4

015033 0003 07/17/2009



DOC ID-10937637.1


06/30/09 N. Horne Attention to Assignment and Assumption Agreement, including revising same, related review of other documents and preparing related e-mails

0.9

06/30/09 R.E. Richman TC Julie Kozlowski (message), TC J. Holland from IRS. 0.2

TOTAL HOURS 84.6 CURRENT FEES $62,518.50 CURRENT EXPENSES $410.02

TOTAL AMOUNT OF THIS INVOICE $62,928.52

schulte roth & zabel llp special counsel to the debtors ... · fee statement of schulte roth...

Documents