SCHEDULE 3

NONEXCLUSIVE LIST OF CERTAIN

JONES DAY PROFESSIONALS AND THEIR HOURLY RATES

APRIL 2009
RESIDENT BILLING
NAME POSITION PRACTICE GROUP OFFICE RATE

Employee Benefits &

John R. Cornell Partner New York, NY $950
Executive Compensation

Corinne Ball Partner Business Restructuring New York, NY $900

David G. Heiman Partner Business Restructuring Cleveland, OH $900

Thomas F. Cullen Partner Trial Practice Washington, D.C. $875

Jere R. Thomson Partner Corporate New York, NY $875

Jeffrey B. Ellman Partner Business Restructuring Atlanta, GA $725

Richard H. Engman Partner Business Restructuring New York, NY $725

Candace A. Ridgway Partner Tax Washington, D.C. $725

Marilyn A. Sonnie Partner Corporate New York, NY $725

Financial Institutions
Brett P. Barragate Partner New York, NY $700
Litigation & Regulation

John K. Kane Partner Corporate New York, NY $700

Kevyn Orr Partner Business Restructuring Washington D.C. $700

Gregory Shumaker Partner Trial Practice Washington D.C. $700

Pedro Jimenez Partner Business Restructuring New York, NY $675

Mark Cody Partner Business Restructuring Chicago, IL $650

Richard Shaw Partner Labor & Employment Pittsburgh, PA $600

John E. Mazey Partner Banking & Finance Dallas, TX $500

Robert W. Hamilton Of Counsel Trial Practice Columbus, OH $700

NYI-4179615v5
 APRIL 2009
RESIDENT BILLING
NAME POSITION PRACTICE GROUP OFFICE RATE

Veerle Roovers Associate Business Restructuring New York, NY $600

Employee Benefits &

Lisa Rothman Jesner Associate New York, NY $575
Executive Compensation

Colleen E.
Associate Tax New York, NY $550
Laduzinski

Benjamin
Associate Business Restructuring New York, NY $450
Rosenblum

Jason Cover Associate Business Restructuring New York, NY $425

Nathan P.J. Lebioda Associate Business Restructuring New York, NY $425

Thomas A. Wilson Associate Business Restructuring Cleveland, OH $400

Amanda Gabai Associate Tax New York, NY $375

Joseph Tiller Associate Business Restructuring Chicago, IL $375

Employee Benefits &

Nicole H. Adolphus Associate New York, NY $350
Executive Compensation

Justin F. Carroll Associate New Lawyer Group New York, NY $315

Haben Goitom Associate New Lawyer Group New York, NY $315

Nicholas C.
Associate New Lawyer Group New York, NY $315
Kamphaus

Denise M. Hirtzel Paralegal Business Restructuring New York, NY $275

NYI-4179615v5 -2-
 SCHEDULE 4

RANGES OF JONES DAY HOURLY RATES

As of April 30, 2009

Low High
Partners $425 $950
Of Counsel $375 $800
Counsel $300 $625
Associates $175 $625
Staff Attorneys $225 $450
Paralegals $150 $350
Project Assistants and
$50 $375
Other Staff

NYI-4179615v5
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball
Veerle Roovers

JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
David G. Heiman

JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Telephone: (404) 521-3939
Facsimile: (404) 581-8309
Jeffrey B. Ellman

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x

APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION,

PURSUANT TO SECTIONS 327(a), 328(a), 329(a) AND 364 OF
THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(a) AND 2016(b)
AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1, FOR
AN ORDER AUTHORIZING THEM TO RETAIN AND EMPLOY
JONES DAY AS COUNSEL, NUNC PRO TUNC AS OF THE PETITION DATE

NYI-4179615v5
TO THE HONORABLE
UNITED STATES BANKRUPTCY JUDGE:

Chrysler LLC ("Chrysler") and 24 of its domestic direct and indirect subsidiaries,

as debtors and debtors in possession (collectively with Chrysler, the "Debtors"), respectfully

represent as follows:

Background

1. On the date hereof (the "Petition Date"), the Debtors commenced their

reorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the

United States Code (the "Bankruptcy Code"). By a motion filed on the Petition Date,

the Debtors have requested that their chapter 11 cases be consolidated for procedural purposes

only and administered jointly.

2. The Debtors are authorized to continue to operate their business and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code.

3. The Debtors and their nondebtor direct and indirect subsidiaries

(collectively, the "Chrysler Companies") comprise one of the world's largest manufacturers and

distributors of automobiles and other vehicles, together with related parts and accessories. On

the Petition Date, the Chrysler Companies employed approximately 55,000 hourly and salaried

employees worldwide, 70% of whom were based in the United States. In addition, as of the

Petition Date, the Debtors made payments for health care and related benefits to more than

105,000 retirees.

4. Chrysler's ultimate parent company, Chrysler Holding LLC ("Chrysler

Parent"), also owns a financing company, nondebtor Chrysler Financial Services Americas LLC

("Chrysler Financial"), that operates under a governance structure separate from Chrysler, with

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its own board and management. Historically, Chrysler Financial has provided financing to both

Chrysler's dealers and consumers.

5. For the twelve months ended December 31, 2008, the Chrysler Companies

recorded revenue of more than $48.4 billion and had assets of approximately $39.3 billion and

liabilities totaling $55.2 billion.

6. A more detailed explanation of Chrysler's businesses and operations, and

the events leading to the commencement of these cases, can be found in the Affidavit of

Ronald E. Kolka, which was filed contemporaneously herewith and is incorporated herein by

reference.

Overview of These Cases

7. The significance of this chapter 11 filing to Chrysler and to the United

States economy is difficult to overstate. In connection with the filing, Chrysler is seeking

approval from this Court to consummate the only sale transaction that preserves some portion of

its business as a going concern and averts a liquidation of historic proportions. If the proposed

transaction, designed to effect an alliance with Italian automobile manufacturer Fiat S.p.A.

("Fiat"), is rejected and Chrysler liquidates, it will mean the end of an iconic, 83-year-old

American car company whose name has been synonymous with innovative engineering, from the

Slant-Six and HEMI engines, to power windows, power brakes and power steering, to the

minivan. A liquidation would also have impacts on the nation's economy and Chrysler's

stakeholders that are grim:

• 38,500 hourly and salaried Chrysler workers in the U.S. will lose their jobs;

• Chrysler's workers and retirees and their surviving spouses will lose over
$9.8 billion of health care and other benefits and $2 billion in annual pension
payments;

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 • All 23 of Chrysler's manufacturing plants and facilities and 15 parts depots in
the United States will shut down (as well as 18 additional plants and parts
depots worldwide);

• Approximately 3,200 Chrysler dealers will be put out of business and the over
140,000 employees of those dealerships will lose their jobs;

• Over $5.7 billion in outstanding auto parts and service supplier invoices will
not be paid to Chrysler's suppliers and new business will be cancelled, forcing
hundreds of suppliers out of business and the loss of hundreds of thousands of
additional jobs;

• Over 31 million Chrysler, Jeep and Dodge owners would lose significant
value in their cars and trucks, particularly due to questions about the ongoing
availability of warranties and replacement parts and services;

• Local, state and federal governments will lose tens of billions of dollars in tax
revenues, according to a research memorandum published by the Center for
Automotive Research in November 2008;1

• Over $100 billion in annual sales will disappear from local economies; and

• Chrysler's first lien secured creditors will receive net present value recoveries
of less than 38 cents on the dollar and possibly as little as 9 cents; the U.S.
government, another secured creditor, will receive less than that; and
Chrysler's unsecured creditors will receive nothing.

8. The economic and market conditions that led to the commencement of

Chrysler's chapter 11 cases and the need for the proposed sale transaction are well known, but

sobering nonetheless. The automotive market meltdown, the worst in at least 26 years,2

disrupted Chrysler's substantial progress in implementing a long-term plan to reduce costs and

transform its businesses for the next generation of cars. With sales plummeting and credit

markets frozen, Chrysler undertook an intense effort to address the challenges it faced. After

months of hard work and dedication by Chrysler's management, employees and advisors,
1
Daniel Cole, et al., Center for Automotive Research Memorandum, The Impact on the U.S. Economy of a
Major Contraction of the Detroit Three Automakers, at http://www.cargroup.org (Nov 4, 2008).
2
Chris Isidore, Auto Sales Are Worst in 26 Years. January Sales Tumble More Than Expected at GM, Ford
and Toyota as Rental Car Companies Slash Purchases, CNNMoney.com, Feb. 3, 2009 (4:22 p.m., ET).

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NYI-4179615v5
working with all key stakeholders and with the support of the U.S. government, the Debtors have

commenced these cases to implement a prompt sale to preserve the going concern value of their

businesses and return these businesses to viability under new ownership.

9. The proposed sale transaction would create the sixth-largest global

automaker by volume unit, increasing competitiveness with other Original Equipment

Manufacturers ("OEMs") and creating billions of dollars in synergies. This transaction is the

result of thousands of hours of negotiations among multiple parties. The transaction is being

financially backed by the United States Department of the Treasury (the "U.S. Treasury") and

Export Development Canada, an affiliate of the Canadian government, which together will

provide the new alliance with approximately $6 billion of taxpayer money to start up and

maintain operations. In addition to this unprecedented government support, virtually all of the

major constituencies that would be affected by a Chrysler liquidation have recognized how

devastating it would be and have made important concessions in support of the proposed

alliance:

• The International Union, United Automobile, Aerospace and Agricultural

Implement Workers of America (the "UAW") has agreed to wage and benefit
reductions in the context of a sale to the new company, which would receive
the benefit of a new collective bargaining agreement eliminating certain
severance benefits, and would be a party to an agreement with the UAW
containing restructured retiree health care benefits;

• Chrysler's dealers have agreed to reduce their dealer and service contract
margins;

• Chrysler's already financially troubled suppliers have agreed to a further 3%

price reduction and other measures that will save millions of dollars;

• Chrysler's largest secured creditors, JPMorgan Chase, Goldman Sachs,

Morgan Stanley and Citigroup, have agreed to the transaction that would
substantially compromise their first lien debt, comprising 70% of the
$6.9 billion total outstanding, for an estimated recovery of approximately
28 cents on the dollar; and

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 • Chrysler Parent's minority shareholder, Daimler AG ("Daimler"), has agreed
as part of a settlement with Chrysler to (a) forgive $1.5 billion of second lien
debt, at the same time that $500 million of second lien debt is forgiven by
majority shareholder Cerberus Capital Management L.P. ("Cerberus"); and
(b) assist in funding Chrysler's pension plans.

Representatives of these constituencies have devoted the past six months to reaching these

agreements.

10. As the culmination of these efforts, Chrysler, Fiat and New Chrysler (as

defined below) have reached an agreement in principle and are expected to entered into a Master

Transaction Agreement (collectively with other ancillary and supporting documents, the

"Purchase Agreement") in short order. Pursuant to the Purchase Agreement, among other things:

(a) Chrysler will transfer the majority of its operating assets to New CarCo Acquisition LLC

("New Chrysler"), a newly established Delaware limited liability company that currently is an

indirect wholly-owned subsidiary of Fiat; and (b) in exchange for those assets, New Chrysler

will assume certain liabilities of Chrysler and pay to Chrysler $2 billion in cash (collectively

with the other transactions contemplated by the Purchase Agreement, the "Fiat Transaction").

11. With the support of the U.S. government, Fiat, the UAW, dealers,

suppliers and other stakeholders, the Debtors commenced these cases to implement an

expeditious sale process to implement the Fiat Transaction, or a similar transaction with a

competing bidder, designed to maximize the value of the Debtors' operations and businesses for

the benefit of their stakeholders. Pending the proposed sale, the Debtors will idle most

operations as they conserve their resources, while at the same time ensuring that (a) the facilities

are prepared to resume normal production schedules quickly upon the completion of a sale and

(b) consumers are not impacted by the filing.

12. Time is of the essence. Given the continuing stress on all aspects of the

automotive industry and the idling of the Debtors' manufacturing facilities, key relationships

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NYI-4179615v5
with suppliers, dealers and other business partners simply cannot be preserved if the sale process

is not concluded quickly. Absent a prompt sale, approved and consummated in the coming

weeks, the value of the Debtors' assets will rapidly decline and the ability to achieve a going

concern sale will be irretrievably lost. By contrast, the proposed sale transaction, if it can be

promptly consummated, will maximize the value available for stakeholders, will save hundreds

of thousands of jobs and will strengthen the U.S. automotive sector and the economy generally.

Jurisdiction

13. This Court has subject matter jurisdiction to consider this matter pursuant

to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper

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

Relief Requested

14. Pursuant to sections 327(a), 328(a), 329(a) and 364 of the Bankruptcy

Code, Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure

(the "Bankruptcy Rules") and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the

United States Bankruptcy Court for the Southern District of New York (the "Local Bankruptcy

Rules"), the Debtors hereby seek the entry of an order authorizing them to retain and employ

Jones Day as counsel in these chapter 11 cases, nunc pro tunc as of the Petition Date.3 In

support of this Application, the Debtors submit (a) the Declaration of Corinne Ball, a partner in

Jones Day (the "Ball Declaration"), a copy of which is attached hereto as Exhibit A; and

(b) Jones Day's Disclosure of Compensation (the "Disclosure of Compensation"), a copy of

which is attached hereto as Exhibit B.

3
Nunc pro tunc retention is appropriate because (a) this Application was filed on the Petition Date, (b) Jones
Day will continue to provide services to the Debtors from and after the Petition Date and (c) a final hearing
on this Application will not be conducted, and a final order will not be entered, until after the Petition Date.

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NYI-4179615v5
 Argument

15. Under section 327(a) of the Bankruptcy Code, a debtor in possession is

authorized to employ professional persons:

that do not hold or represent an interest adverse to the estate, and

that are disinterested persons,4 to represent or assist the [debtor in
possession] in carrying out [its] duties under this title.

11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy Code modifies sections 101(14) and

327(a) of the Bankruptcy Code in cases under chapter 11 of the Bankruptcy Code and provides

that "a person is not disqualified for employment under section 327 of [the Bankruptcy Code] by

a debtor in possession solely because of such person's employment by or representation of the

debtor before the commencement of the case." 11 U.S.C. § 1107(b).

16. Under section 328(a) of the Bankruptcy Code, a debtor in possession is

authorized to employ professional persons "on any reasonable terms and conditions of

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

a contingent fee basis." 11 U.S.C. § 328(a).

17. As required by Bankruptcy Rule 2014(a) and Local Bankruptcy

Rule 2014-1,5 this Application and the Ball Declaration set forth: (a) the specific facts showing

4
Section 101(14) of the Bankruptcy Code defines the term "disinterested person" as:
a person that —
(A) is not a creditor, an equity security holder, or an insider;
(B) is not and was not, within 2 years before the date of the filing of the
petition, a director, officer, or employee of the debtor; and
(C) does not have an interest materially adverse to the interest of the estate
or of any class of creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or interest in, the
debtor, or for any other reason.
11 U.S.C. § 101(14).
5
Bankruptcy Rule 2014(a) provides that an application seeking the employment of professional persons
pursuant to section 327 of the Bankruptcy Code:

(continued. . .)

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NYI-4179615v5
the necessity for Jones Day's employment; (b) the reasons for the Debtors' selection of Jones Day

as their restructuring counsel in connection with their chapter 11 cases; (c) the professional

services to be provided by Jones Day; (d) the arrangement between the Debtors and Jones Day

with respect to Jones Day's compensation (as well as the reasonableness thereof); and (e) to the

best of the Debtors' knowledge, the extent of Jones Day's connections, if any, to certain parties in

interest in these matters.

18. It is anticipated that the estate professionals retained in these cases,

including Jones Day, will incur significant fees in connection with the Debtors' efforts to

preserve, protect and maximize the value of their assets under difficult and challenging

circumstances. As such, Jones Day and other estate professionals will be extending significant

amounts of credit to the Debtors to assist them in their efforts to pursue available opportunities in

these chapter 11 cases. Under the circumstances, the fees and expenses of Jones Day and other

estate professionals should be granted superpriority status pursuant to section 364(c)(1) of the

Bankruptcy Code. Granting superpriority status will ensure that Jones Day and other estate

(. . . continued)
shall state the specific facts showing the necessity for the employment, the name
of the person to be employed, the reasons for the selection, the professional
services to be rendered, any proposed arrangement for compensation, and, to the
best of the applicant's knowledge, all of the person's connections with the
debtor, creditors, any other party in interest, their respective attorneys and
accountants, the United States trustee, or any person employed in the office of
the United States trustee. The application shall be accompanied by a verified
statement of the person to be employed setting forth the person's connections
with the debtor, creditors, any other party in interest, their respective attorneys
and accountants, the United States trustee, or any person employed in the office
of the United States trustee.

Local Bankruptcy Rule 2014-1 further provides that "[a]n application for the employment of a professional
person pursuant to §§ 327 and 328 of the Bankruptcy Code shall state the specific facts showing the
reasonableness of the terms and conditions of the employment, including the terms of any retainer, hourly
fee, or contingent fee arrangement."

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NYI-4179615v5
professionals are not placed at unnecessary risk of funding the Debtors' chapter 11 cases.

Moreover, any fees and expenses will remain in all cases subject to review and allowance under

sections 328, 330 and 331 and the other applicable requirements established by the Bankruptcy

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, U.S. Trustee Guidelines and orders of

this Court.

Jones Day's Qualifications

19. Jones Day is particularly well qualified to serve as the Debtors' counsel in

these chapter 11 cases. Jones Day is one of the largest law firms in the world, with a national

and international practice, and has substantial experience in virtually all aspects of the law that

may arise in these chapter 11 cases, including antitrust, bankruptcy, corporate, employee

benefits, environmental, finance, intellectual property, labor and employment, litigation, mergers

and acquisitions, real estate, securities and tax expertise.

20. Jones Day's restructuring practice group consists of approximately

100 attorneys practicing in offices throughout the United States and overseas. Jones Day's

restructuring professionals have played significant roles in a wide array of chapter 11 cases,

including those of Allegheny Health, Education and Research Foundation; Allied Stores

Corporation; American Home Mortgage Investment Corporation; Borden Chemicals and Plastics

Operating Limited Partnership; Boscov's, Inc.; Burlington Industries, Inc.; Calpine Corporation;

Cardinal Industries, Inc.; Collins & Aikman Corp.; Cone Mills Corporation; Copperweld

Corporation; CSC Industries, Inc.; CTC Communications; Dana Corporation; The Drexel

Burnham Lambert Group, Inc.; Edison Brothers, Inc.; The Elder-Beerman Stores Corp.; Enron

Corp.; Everything's A Dollar, Inc.; Fairfield Communities Inc.; Federated Department Stores,

Inc.; FLYi, Inc.; Fruehauf Trailer Corporation; Gantos, Inc.; Globalstar L.P.; Great American

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NYI-4179615v5
Communications Company; GWI, Inc.; Herman's Sporting Goods, Inc.; HomePlace Stores, Inc.;

HQ Global Holdings, Inc.; The Imperial Home Decor Group Inc.; James River Coal Corporation;

Kaiser Aluminum Corp.; Kmart Corporation; Laidlaw, Inc.; Levitz Home Furnishings, Inc.;

Loewen Group International, Inc.; LTV Steel Company, Inc.; Meridian Automotive Systems,

Inc.; Montgomery Ward & Co.; Morrison Knudsen Corporation; Napster, Inc.; National Century

Financial Enterprises, Inc.; NationsRent, Inc.; NexPak Corporation; Oglebay Norton Company;

Olympia & York Developments Limited; Orbital Imaging Corporation; Performance

Transportation Services, Inc.; Phar-Mor, Inc.; Physicians Clinical Laboratory, Inc.; Pillowtex,

Inc.; PLVTZ, Inc.; Purina Mills, Inc.; Resorts International, Inc.; R.H. Macy & Co., Inc.; Slater

Steel U.S., Inc.; Snyder's Drug Stores, Inc.; Specialty Foods Corporation; Teleglobe Inc.; Trans

World Airlines, Inc.; USG Corporation; Washington Group International, Inc.; WHX

Corporation; Williams Communications Group, Inc.; Wiltel Communications; Woodward &

Lothrop, Inc.; World Kitchen, Inc.; and XO Communications.

21. Jones Day also is intimately familiar with the Debtors' businesses and

financial affairs. Jones Day's professionals have worked closely with the Debtors' management

and other professionals in connection with various prepetition matters, including by:

(a) providing advice in connection with the Debtors' prepetition restructuring efforts and their

efforts to obtain emergency financial assistance from the U.S. government; (b) assisting the

Debtors in their efforts to document and implement the Fiat Transaction; and (c) preparing for

the commencement of these chapter 11 cases. As a result, Jones Day's lawyers have become

well acquainted with the Debtors' history, business operations, capital structure and related

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matters. Accordingly, Jones Day has developed substantial knowledge regarding the Debtors

that will allow Jones Day to provide effective and efficient services in these chapter 11 cases.6

Services to Be Provided by Jones Day

22. The employment of Jones Day as the Debtors' restructuring counsel,

pursuant to the terms of this Application and the parties' engagement letter, dated

November 20, 2008 and attached hereto as Exhibit C (the "Engagement Letter"),7 is appropriate

and necessary to enable the Debtors to execute faithfully their duties as debtors and debtors in

possession and to be able to implement a successful sale transaction. The Engagement Letter

describes (a) certain of the services that Jones Day anticipates performing for the Debtors in

these chapter 11 cases and (b) the terms and conditions of Jones Day's proposed engagement by

the Debtors.

23. The Debtors anticipate that Jones Day will render general legal services to

the Debtors as needed throughout the course of these chapter 11 cases, including bankruptcy,

employee benefits, environmental, finance, general corporate, intellectual property, labor and

employment, litigation, mergers and acquisitions, real estate, securities and tax advice, as well as

advice in international and cross-border issues. In particular, the Debtors anticipate that Jones

Day will perform, among others, the following legal services:

(a) advising the Debtors of their rights, powers and duties as debtors and
debtors in possession continuing to operate and to manage their respective
businesses and properties under chapter 11 of the Bankruptcy Code;

6
By contrast, Jones Day has not represented, and does not represent Chrysler Financial. As described above,
Chrysler Financial has its own separate board and governance and is represented by separate counsel.
7
Any references to, or summaries of, the Engagement Letter herein are qualified by the express terms of the
Engagement Letter, which shall govern if there is any conflict between the Engagement Letter and the
summaries provided herein. Capitalized terms and phrases not otherwise defined herein shall have the
meanings given to such terms in the Engagement Letter.

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NYI-4179615v5
 (b) preparing on behalf of the Debtors all necessary and appropriate
applications, motions, draft orders, other pleadings, notices, schedules and
other documents, and reviewing all financial and other reports to be filed
in these chapter 11 cases;

(c) advising the Debtors concerning, and preparing responses to, applications,
motions, other pleadings, notices and other papers that may be filed by
other parties in these chapter 11 cases;

(d) advising the Debtors with respect to, and assisting in the negotiation and
documentation of, financing agreements and related transactions;

(e) reviewing the nature and validity of any liens asserted against the Debtors'
property and advising the Debtors concerning the enforceability of such
liens;

(f) advising the Debtors regarding their ability to initiate actions to collect
and recover property for the benefit of their estates;

(g) advising and assisting the Debtors in connection with any commercial
transactions, including the Fiat Transaction or other similar sale
transaction;

(h) advising and assisting the Debtors in negotiations or communications with

the Debtors' suppliers, dealers, unions, debt holders and other
stakeholders, and government regulatory bodies;

(i) advising the Debtors concerning executory contract and unexpired lease
assumptions, assignments and rejections and lease restructurings and
recharacterizations;

(j) advising the Debtors in connection with the formulation, negotiation and
promulgation of a chapter 11 plan or plans, and related transactional
documents;

(k) assisting the Debtors in reviewing, estimating and resolving claims

asserted against the Debtors' estates;

(l) commencing and conducting litigation necessary and appropriate to assert

rights held by the Debtors, protect assets of the Debtors' chapter 11 estates
or otherwise further the goal of completing the Debtors' successful
chapter 11 process, and to defend against any litigation brought against the
Debtors;

(m) providing non-bankruptcy services for the Debtors to the extent requested
by the Debtors; and

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 (n) performing all other necessary and appropriate legal services in
connection with these chapter 11 cases for or on behalf of the Debtors.

24. Contemporaneously with the filing of this Application, the Debtors are

filing, or anticipate filing shortly: (a) an application to retain Togut, Segal & Segal, LLP

("Togut") as conflicts counsel; (b) an application to retain Schulte Roth & Zabel LLP ("SRZ") as

special counsel and (c) a motion seeking authority to continue to employ, retain and pay certain

professionals (the "Ordinary Course Professionals"), including certain counsel, in the ordinary

course of business on terms substantially similar to those in effect prior to the Petition Date,

without the need to file individual retention applications for each of these professionals. Because

each counsel will have a well-defined role, Jones Day, Togut, SRZ and the Ordinary Course

Professionals will not duplicate the services they provide to the Debtors. Jones Day, Togut, SRZ

and the Ordinary Course Professionals will function cohesively to ensure that legal services

provided to the Debtors by each firm are not duplicative. Moreover, at all stages of these

chapter 11 proceedings, Chrysler's legal department will supervise the various legal professionals

retained by the Debtors to further ensure that no firm duplicates the services provided by another.

25. The Debtors require knowledgeable counsel to render these essential

professional services. As noted above, Jones Day has substantial expertise in all of these areas

and has obtained valuable institutional knowledge of the Debtors' business and financial affairs

as a result of its representation of the Debtors prior to the Petition Date. Accordingly, the

Debtors respectfully submit that Jones Day is uniquely well qualified to perform these services

and represent the Debtors' interests in these chapter 11 cases.

Compensation and Fee Applications

26. Pursuant to the terms of the Engagement Letter, and subject to the Court's

approval of this Application, Jones Day intends to (a) charge for its legal services on an hourly

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basis in accordance with the ordinary and customary hourly rates in effect on the date services

are rendered and (b) seek reimbursement of actual and necessary out-of-pocket expenses.

27. The names, positions, practice groups, resident offices and current hourly

rates of certain Jones Day lawyers currently expected to spend significant time on these

chapter 11 cases are attached to the Ball Declaration as Schedule 3.8 The general ranges of

billing rates currently in effect for Jones Day's attorneys, para-professionals and service

providers in North America are described in Schedule 4 to the Ball Declaration. Jones Day's

hourly rates are comparable to those charged by attorneys of similar experience and expertise for

engagements of scope and complexity similar to these chapter 11 cases. In addition, Jones Day

has further agreed to not charge the Debtors for fees relating to non-working travel time by any

professionals during the pendency of these chapter 11 cases.9 For all of these reasons, Jones

Day's rates are reasonable and appropriate and constitute "reasonable terms and conditions of

employment" under section 328(a) of the Bankruptcy Code.

28. Jones Day intends to maintain detailed contemporaneous time records and

apply to the Court for allowance of compensation and reimbursement of expenses in accordance

with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy

Rules and any additional procedures that may be established by the Court in these chapter 11

cases. In addition, Jones Day has agreed to accept as compensation such sums as may be

8
Schedule 3 to the Ball Declaration is not intended to be, and is not, a comprehensive list and is provided
only to indicate current hourly rates charged by Jones Day for certain lawyers expected to have a
significant role in these cases. It is anticipated that other or different Jones Day lawyers will be involved in
these cases to provide services to the Debtors as necessary or appropriate.
9
Jones Day, however, intends to seek reimbursement for its out-of-pocket travel expenses.

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allowed by the Court. Jones Day understands that interim and final fee awards are subject to

approval by this Court.

Disclosure Concerning Disinterestedness

29. The Ball Declaration, incorporated herein by reference, discloses Jones

Day's connections to the Debtors and parties in interest in these cases. In reliance on the Ball

Declaration, and except as set forth therein, the Debtors believe that: (a) Jones Day has no

connection with the Debtors, their affiliates, their creditors, the United States Trustee for the

Southern District of New York (the "U.S. Trustee"), any person employed in the office of the

U.S. Trustee or any other party with an actual or potential interest in these chapter 11 cases or

their respective attorneys or accountants; (b) Jones Day is not a creditor, equity security holder or

insider of the Debtors; (c) none of Jones Day's partners or associates is, or was within two years

of the Petition Date, a director, officer or employee of the Debtors; and (d) Jones Day neither

holds nor represents an interest adverse to the Debtors, their respective estates or any class of

creditors or equity security holders, by reason of any direct or indirect relationship to, connection

with or interest in the Debtors, or for any other reason. Accordingly, the Debtors believe that

Jones Day is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and

as required by section 327(a) of the Bankruptcy Code.

Disclosure Concerning Compensation

30. On November 21, 2008, the Debtors provided Jones Day with an advance

payment of $1,000,000.00 (the "Initial Deposit") to establish a retainer (the "Retainer") pay for

legal services rendered or to be rendered by Jones Day in connection with the Debtors' efforts to

pursue a possible out-of-court restructuring and in preparation for the commencement of these

chapter 11 cases. Pursuant to paragraph 4 of the Engagement Letter, the Debtors replenished and

-16-
NYI-4179615v5
maintained the Retainer through the provision of subsequent deposits (collectively,

the "Replenishing Deposits"), as follows:

Date of Replenishing Deposit(s) Amount of Replenishing Deposit(s)

December 8, 2008 $1,000,000.00

December 19, 2008 $3,000,000.00
January 28, 2009 $2,000,000.00
February 27, 2009 $1,000,000.00
April 14, 2009 $2,000,000.00
April 27, 2009 $100,050.49
April 27, 2009 $3,000,000.00
April 29, 2009 $1,548,245,17
April 29, 2009 $1,500,000.00
April 29, 2009 $2,719,125.71

The source of the Initial Deposit and all of the Replenishing Deposits comprising the Retainer

was the Debtors' operating cash.

31. From time to time, Jones Day has applied the Retainer proceeds to actual

fees and expenses and, in one instance immediately prior to the Petition Date, to estimated fees

and expenses (collectively, the "Prepetition Draws"). These Prepetition Draws totaled

$13,098,207.97. As set forth in the Disclosure of Compensation, as of the Petition Date,

$5,769,213.40 of the Retainer, as maintained through the Replenishing Deposits, remained

unapplied.10

10
Jones Day is in the process of adjusting the Retainer amount downwards. Jones Day has not yet reconciled
its actual fees and expenses through the Petition Date against estimated fees and expenses through the
Petition Date. Any Prepetition Draws in excess of Jones Day's actual fees and expenses for the applicable
invoice period will be added to, and treated as part of, the Retainer. Any shortfall in the Prepetition Draws
compared to Jones Day's actual fees and expenses will result in an application, and corresponding reduction
in the amount, of the Retainer. Accordingly, the amount of the Retainer remaining after (a) the
reconciliation of any estimated Prepetition Draws and (b) the application of the Prepetition Draws and the
Retainer to Jones Day's actual fees and expenses for the prepetition period, may differ from the amount
stated above. Jones Day expects to: (a) complete its reconciliation of prepetition fees and expenses
actually incurred through the Petition Date no later than the filing of its first interim fee application in these
cases; and (b) make a corresponding adjustment to the amount and application of the Retainer described in
the text above on or about that date.

-17-
NYI-4179615v5
 32. Pursuant to paragraph 4 of the Engagement Letter, upon the conclusion of

Jones Day's representation of the Debtors (or as otherwise directed by the Court), Jones Day will

apply any remaining portion of the Retainer against any unpaid fees or unreimbursed

disbursements, with any unapplied portion of the Retainer to be promptly returned to the

Debtors.

Notice

33. No trustee or examiner has been appointed in these chapter 11 cases.

Notice of this Application has been given to: (a) the Office of the United States Trustee for the

Southern District of New York or U.S. Trustee if defined earlier; (b) the creditors holding the 50

largest unsecured claims against the Debtors' estates, as identified in the Debtors' chapter 11

petitions; (c) counsel to the administrative agent for the Debtors' prepetition senior secured

lenders; (d) counsel to Cerberus; (e) counsel to Daimler; (f) counsel to the UAW; and (g) counsel

to the U.S. Treasury. The Debtors submit that no other or further notice need be provided.

No Prior Request

34. No prior request for the relief sought in this Application has been made to

this or any other Court.

WHEREFORE, the Debtors respectfully request that this Court: (i) enter an order

substantially in the form attached hereto as Exhibit D, granting the relief sought herein on an

interim basis and scheduling a final hearing; and (ii) grant such other and further relief to the

Debtors as the Court may deem proper.

-18-
NYI-4179615v5
 Respectfully submitted,
Dated: April 30, 2009
New York, New York
Chrysler LLC, et al.
Debtors and Debtors in Possession

/s/ Holly E. Leese

Holly E. Leese
Senior Vice President, General Counsel
and Secretary
Chrysler LLC

Filed by:

Dated: April 30, 2009

New York, New York /s/ Corinne Ball
Corinne Ball
Veerle Roovers
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306

David G. Heiman
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212

Jeffrey B. Ellman
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Telephone: (404) 521-3939
Facsimile: (404) 581-8309

PROPOSED ATTORNEYS FOR DEBTORS

AND DEBTORS IN POSSESSION

NYI-4179615v5
 EXHIBIT A

NYI-4179615v5
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x

DECLARATION OF CORINNE BALL

STATE OF NEW YORK )

) ss:
COUNTY OF NEW YORK )

Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure

(the "Bankruptcy Rules"), Corinne Ball, declares:

1. I am an attorney at law admitted and in good standing to practice in the

State of New York and before (a) the United States Court of Appeals for the Second Circuit,

(b) the United States District Court for the Southern District of New York and (c) the United

States District Court for the Eastern District of New York.

2. I am a partner in the law firm of Jones Day and am duly authorized to

make this Declaration on behalf of Jones Day. I make this Declaration in support of the

Application of Debtors and Debtors in Possession, Pursuant to Sections 327(a), 328(a), 329(a)

and 364 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy

Rules 2014-1 and 2016-1, for an Order Authorizing Them to Retain and Employ Jones Day as

NYI-4179615v5
Counsel, nunc pro tunc as of the Petition Date (the "Application").1 The facts set forth in this

Declaration are personally known to me and, if called as a witness, I could and would testify

thereto.

3. Jones Day's restructuring practice group consists of approximately

100 attorneys practicing in offices throughout the United States and overseas. Jones Day's

restructuring professionals have played significant roles in a wide array of chapter 11 cases,

including those of Allegheny Health, Education and Research Foundation; Allied Stores

Corporation; American Home Mortgage Investment Corporation; Borden Chemicals and Plastics

Operating Limited Partnership; Boscov's, Inc.; Burlington Industries, Inc.; Calpine Corporation;

Cardinal Industries, Inc.; Collins & Aikman Corp.; Cone Mills Corporation; Copperweld

Corporation; CSC Industries, Inc.; CTC Communications; Dana Corporation; The Drexel

Burnham Lambert Group, Inc.; Edison Brothers, Inc.; The Elder-Beerman Stores Corp.; Enron

Corp.; Everything's A Dollar, Inc.; Fairfield Communities Inc.; Federated Department Stores,

Inc.; FLYi, Inc.; Fruehauf Trailer Corporation; Gantos, Inc.; Globalstar L.P.; Great American

Communications Company; GWI, Inc.; Herman's Sporting Goods, Inc.; HomePlace Stores, Inc.;

HQ Global Holdings, Inc.; The Imperial Home Decor Group Inc.; James River Coal Corporation;

Kaiser Aluminum Corp.; Kmart Corporation; Laidlaw, Inc.; Levitz Home Furnishings, Inc.;

Loewen Group International, Inc.; LTV Steel Company, Inc.; Meridian Automotive Systems,

Inc.; Montgomery Ward & Co.; Morrison Knudsen Corporation; Napster, Inc.; National Century

Financial Enterprises, Inc.; NationsRent, Inc.; NexPak Corporation; Oglebay Norton Company;

Olympia & York Developments Limited; Orbital Imaging Corporation; Performance

Transportation Services, Inc.; Phar-Mor, Inc.; Physicians Clinical Laboratory, Inc.; Pillowtex,
1
Capitalized terms not otherwise defined herein have the meanings given to them in the Application.

NYI-4179615v5 -2-
Inc.; PLVTZ, Inc.; Purina Mills, Inc.; Resorts International, Inc.; R.H. Macy & Co., Inc.; Slater

Steel U.S., Inc.; Snyder's Drug Stores, Inc.; Specialty Foods Corporation; Teleglobe Inc.; Trans

World Airlines, Inc.; USG Corporation; Washington Group International, Inc.; WHX

Corporation; Williams Communications Group, Inc.; Wiltel Communications; Woodward &

Lothrop, Inc.; World Kitchen, Inc.; and XO Communications.

4. Jones Day also is intimately familiar with the Debtors' businesses and

financial affairs. Jones Day's professionals have worked closely with the Debtors' management

and other professionals in connection with various prepetition matters, including by:

(a) providing advice in connection with the Debtors' prepetition restructuring efforts and their

efforts to obtain emergency financial assistance from the U.S. government; (b) assisting the

Debtors in their efforts to document and implement the Fiat Transaction; and (c) preparing for

the commencement of these chapter 11 cases. As a result, Jones Day's lawyers have become

well acquainted with the Debtors' history, business operations, capital structure and related

matters. Accordingly, Jones Day has developed substantial knowledge regarding the Debtors

that will allow Jones Day to provide effective and efficient services in these chapter 11 cases.2

5. Pursuant to the terms of the Engagement Letter, and subject to the Court's

approval of the Application, Jones Day intends to (a) charge for its legal services on an hourly

basis in accordance with the ordinary and customary hourly rates in effect on the date services

are rendered3 and (b) seek reimbursement of actual and necessary out-of-pocket expenses.

2
By contrast Jones Day has not represented, and does not represent Chrysler Financial. As described in the
Application, Chrysler Financial has its own separate board and governance and is represented by separate
counsel.
3
The hourly rates charged by Jones Day professionals differ based on, among other things, the professional's
level of experience and the rates normally charged in the specific office in which the professional is
resident.

NYI-4179615v5 -3-
 6. The names, positions, practice groups, resident offices and current hourly

rates of certain Jones Day lawyers currently expected to spend significant time on these

chapter 11 cases are attached hereto as Schedule 3. 4 Schedule 4 identifies the general ranges of

billing rates currently in effect for Jones Day's North American attorneys, para-professionals and

service providers. Jones Day's hourly rates may change from time to time in accordance with

Jones Day's established billing practices and procedures. Jones Day's hourly rates are

comparable to those charged by attorneys of similar experience and expertise for engagements of

scope and complexity similar to these chapter 11 cases. For all of these reasons, Jones Day's

rates are reasonable and appropriate.

7. Jones Day intends to maintain detailed, contemporaneous time records and

apply to the Court for allowance of compensation and reimbursement of expenses in accordance

with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy

Rules and any additional procedures that may be established by the Court in these chapter 11

cases. In addition, Jones Day has agreed to accept as compensation such sums as may be

allowed by the Court. Jones Day understands that interim and final fee awards are subject to

approval by this Court.

8. The Debtors have provided Jones Day with a list of the names

(collectively, the "Interested Parties") of individuals or institutions in the following categories:

(a) the Debtors;

(b) the Debtors' nondebtor subsidiaries, including their wholly-owned

foreign nondebtor subsidiaries;

4
Schedule 3 hereto is not intended to be, and is not, a comprehensive list and is provided only to indicate
current hourly rates charged by Jones Day for certain lawyers expected to have a significant role in these
cases. It is anticipated that other or different Jones Day lawyers will be involved in these cases to provide
services to the Debtors as necessary or appropriate.

NYI-4179615v5 -4-
 (c) domestic and foreign joint ventures of the Debtors;

(d) other nondebtor affiliates;

(e) Chrysler's current and recent former officers, directors and

managers;

(f) major business affiliations of the members of the Debtors' boards

of directors or boards of managers;

(g) the ultimate owners of the Debtors (i.e., the members of Chrysler's
ultimate parent);

(h) current trade names of the Debtors;

(i) joint venture and strategic alliance partners of the Debtors;

(j) certain competitors to the Debtors;

(k) the professionals and service providers that the Debtors have
identified for employment as retained professionals;

(l) the known professionals for non-debtor parties in interest;

(m) the Debtors' major prepetition secured lenders, including the

lenders under the Debtors' senior credit facility (collectively,
the "Prepetition Secured Lenders") and the administrative agent for
such facility (the "Administrative Agent");

(n) certain of the Debtors' contingent guaranty creditors;

(o) the Debtors' depositary and disbursement banks;

(p) the Debtors' major fleet customers;

(q) certain of the Debtors' largest volume dealers;

(r) the Debtors' major suppliers;

(s) other suppliers and vendors to the Debtors;

(t) the Debtors' largest unsecured creditors, including the 50 largest

unsecured creditors as identified in the Debtors' chapter 11
petitions;

(u) issuers of existing letters of credit/lines of credit to or for the

benefit of the Debtors;

(v) counterparties to derivative agreements;

NYI-4179615v5 -5-
 (w) the Debtors' major lessors and related entities;

(x) parties to collective bargaining agreements with the Debtors;

(y) parties to other significant contracts with the Debtors;

(z) certain common carriers, customs brokers and warehousemen of

the Debtors;

(aa) parties to significant litigation with the Debtors;

(bb) parties to material license agreements and permits with the

Debtors;

(cc) the Debtors' primary insurers and insurance brokers;

(dd) major benefits administrators of the Debtors;

(ee) the bankruptcy judges for the Southern District of New York; and

(ff) the attorneys for the United States Trustee's Office for the
Southern District of New York (the "U.S. Trustee").

The identities of the Interested Parties are set forth on Schedule 1 hereto.

9. To check and clear potential conflicts of interest in these cases, as well as

to determine all "connections" (as such term is used in Bankruptcy Rule 2014) to the Debtors,

their creditors, other parties in interest, their respective attorneys and accountants, the

U.S. Trustee or any person employed in the office of the U.S. Trustee, Jones Day researched its

client database for the past two years to determine whether it had any relationships with the

Interested Parties. To the extent that Jones Day's research of its relationships with the Interested

Parties to date indicates that Jones Day has represented in the past two years, or currently

represents, any of these entities in matters unrelated to these chapter 11 cases, the identities of

these parties and their relationships to the Debtors and connections to Jones Day, are set forth in

Schedule 2 hereto.

10. To the best of my knowledge and belief, insofar as I have been able to

ascertain after reasonable inquiry, neither I, nor Jones Day nor any partner or associate thereof

NYI-4179615v5 -6-
has any connection with the Debtors, their creditors, the U.S. Trustee or any other party with an

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

except as set forth below and in Schedule 2 hereto:

(a) Jones Day has not, does not and will not represent any entities
other than the Debtors and the other Chrysler Companies in matters directly related to
these chapter 11 cases. Jones Day will not represent any entity adverse to the Debtors in
connection with these chapter 11 cases.

(b) Prior to the Petition Date, Jones Day performed certain legal
services for certain of the Debtors, as described herein and in the Application. As
described in the Disclosure of Compensation, after Jones Day's reconciliation of the
Prepetition Draws and the completion of any necessary adjustments to the amount and
application of Retainer proceeds, the Debtors do not owe Jones Day any amount for
services performed prior to the Petition Date.

(c) Daimler is the former owner of Chrysler and currently is the

minority owner of Chrysler's ultimate parent company, Chrysler Holding LLC ("Chrysler
Parent"). Daimler affiliates also have other commercial relationships with the Debtors
and hold certain second lien debt.5 Prior to Daimler's divestiture of its controlling interest
in Chrysler in 2007 (the "Daimler Divestiture"), Jones Day performed work for Chrysler
and other Daimler affiliates, with the virtually all of such work relating to matters for the
direct or indirect benefit of Chrysler or work accepted at the request of Chrysler. Jones
Day did not represent any party in connection with the Daimler Divesture and, since that
time, has not represented Daimler in any matters adverse to Chrysler. Over time, Jones
Day gradually has completed its remaining work for Daimler. As of the Petition Date,
Jones Day was no longer representing Daimler. Its most recently concluded
representation involved litigation raising claims under the Alien Tort Claims Act (the
"ATCA"), which had been dismissed in the trial court and which have been fully briefed

5
On April 27, 2009, Chrysler, Daimler and certain of its affiliates, certain affiliates of Cerberus and the
Pension Benefit Guaranty Corporation (the "PBGC") entered into a Binding Term Sheet for a settlement
under which, among other things, (a) Daimler's equity interest in Chrysler Parent will be redeemed;
(b) $1.5 billion of Chrysler's second lien debt owed to DaimlerChrysler North America Finance
Corporation, plus accrued interest therein, will be forgiven if Cerberus likewise forgives $500 million in
second lien debt owed by Chrysler; (c) Daimler will make certain cash contributions to Chrysler's pension
plans in the amounts of $200 million when the definitive Settlement Agreement and Redemption
Agreement (the "Settlement Agreement") is signed, $200 million on the one-year anniversary of the
execution of the Settlement Agreement and $200 million on the second anniversary (collectively, the "Cash
Contributions"); (d) Daimler will remain obligated for a $200 million guaranty, in addition to the Cash
Contributions, if Chrysler's pensions plans are terminated; and (e) Chrysler, Chrysler Parent, Cerberus and
Daimler and certain affiliates will waive certain potential claims against each other. This settlement
remains subject to execution of a mutually satisfactory Settlement Agreement. Upon consummation of this
settlement, Daimler no longer will own any interest in Chrysler Parent, which will be 100% owned by
Cerberus affiliates.

NYI-4179615v5 -7-
 and argued in the United States Court of Appeals for the Ninth Circuit and is only
awaiting a decision of the Court. Jones Day, which played a limited special counsel role
in that matter, has completed its assigned work and closed its files, has so advised
Daimler, has no engagement letter for any further assignments and is in the process of
advising the appropriate courts of its withdrawal from this matter. The ATCA matter,
moreover, does not involve, and is wholly unrelated to, the Debtors or these chapter 11
cases. Jones Day does not and will not represent Daimler in any matters relating to the
Debtors or their chapter 11 cases. See also Schedule 2.

(d) Cerberus Capital Management L.P. ("Cerberus"), through certain

affiliates, is the majority owner of Chrysler's ultimate parent company. In particular,
Cerberus owns 80.1% (to be increased to 100%) of the membership interests in Chrysler
Parent, the indirect parent of Chrysler and the other Debtors, as well as the indirect parent
of separately-managed Chrysler Financial. Cerberus also holds certain second lien debt
of the Debtors, which is expected to be forgiven. Jones Day has represented Cerberus
Bavarian Investments, B.V., a Dutch fund ("CBI"). CBI, to the best of Jones Day's
understanding, is managed by Cerberus Global Investment Advisors, LLC or by entities
that it owns or controls (collectively, "CGIA"). Jones Day has represented CBI solely in
connection with certain discrete transactional matters in Europe, although Jones Day
presently has no pending assignments from CBI. Jones Day's representation of CBI has
been and is unrelated to the Debtors or these chapter 11 cases, and Jones Day will not
represent CBI in any future matters relating to the Debtors or these chapter 11 cases.
To the best of Jones Day's knowledge, CBI does not own any membership interests in
Chrysler. As described on Schedule 2, Jones Day also represents or has represented other
entities in which Cerberus or its affiliates are equityholders in matters unrelated to the
Debtors or these chapter 11 cases. Jones Day has not represented Cerberus, Chrysler
Financial or any other Cerberus-affiliated entity (other than the Chrysler Companies) in
matters relating to the Debtors. Likewise, as noted above, Jones Day did not represent
Cerberus or any other party in connection with the Daimler Divestiture. In connection
with the Debtors' out-of-court restructuring efforts, including negotiations regarding
loans under the Troubled Assets Relief Program, Cerberus, Chrysler Parent and
Chrysler's intermediate parent companies (Carco Intermediate Holdco I LLC and Carco
Intermediate Holdco II LLC) all were represented by counsel at SRZ, and Chrysler
Financial was represented by (among others) Dewey & LaBoeuf. Jones Day did not
represent, and does not represent, Cerberus, Chrysler Parent or Chrysler's intermediate
parent companies. In sum, Jones Day does not and will not represent Cerberus or any of
its affiliates (other than the Chrysler Companies) in any matters relating to the Debtors or
their chapter 11 cases.

(e) As set forth on the attached Schedule 2, Jones Day currently

represents General Motors Corporation ("GM") in certain litigation and other matters
unrelated to the Debtors or these cases. In addition, Jones Day previously represented
GM as special counsel in GM's negotiations with Cerberus, as the majority owner of
Chrysler Parent, with respect to antitrust and labor matters relating to a previously
proposed consolidation transaction involving GM and Chrysler (the "GM Transaction").
This representation has been fully disclosed to, and consented to by, the Debtors, GM and
Cerberus. Furthermore, on November 3, 2008, Jones Day implemented a screen pursuant

NYI-4179615v5 -8-
 to which, except with GM's and the Debtors' permission, no lawyer or para-professional
employee of Jones Day involved in the representation of GM shall communicate with any
lawyer or para-professional employee involved in the proposed representation of the
Debtors by Jones Day, and vice versa. Nor shall any lawyer or para-professional
employee of Jones Day involved in the representation of GM access any files relating to
the proposed representation of the Debtors, and vice versa. Discussions of the GM
Transaction concluded prior to the Petition Date. Jones Day will not represent GM in any
matter adverse to the Debtor or their estates or with respect to any matters directly
relating to the Debtors or these chapter 11 cases.

(f) In addition to GM, Jones Day currently represents or formerly

represented certain of the Debtors' other major competitors in matters unrelated to the
Debtors or these chapter 11 cases. Specifically, as further described in the attached
Schedule 2, Jones Day currently represents or formerly represented: (i) Audi AG, an
affiliate of Volkswagen AG; (ii) Geely Holding Group; (iii) Honda Motor Co., Ltd.;
(iv) Mazda Motor Corporation; (v) Nissan Motor Company, Ltd.; and (vi) Toyota Motor
Corporation (collectively, the "Competitors"). Jones Day, however, does not and will not
represent the Competitors nor any of their affiliates in matters relating to the Debtors or
these chapter 11 cases.

(g) In matters unrelated to the Debtors or these chapter 11 cases,

Jones Day currently represents or formerly represented certain of the Prepetition Secured
Lenders or parties that are or may be otherwise directly or indirectly affiliated with those
lenders. For example, as further described in the attached Schedule 2, Jones Day
currently represents the Administrative Agent for the Prepetition Secured Lenders,
JPMorgan Chase Bank, N.A., as well as the following Prepetition Secured Lenders (or
their respective parent entities or affiliates) in a variety of matters unrelated to the
Debtors or their chapter 11 cases: (i) Ahab Distressed Ltd.; (ii) Ahab Distressed, L.P.;
(iii) Ahab Opportunities Ltd.; (iv) Ahab Opportunities, L.P.; (v) Archer Capital Master
Fund, L.P.; (vi) Caspian Capital Partners, L.P.; (vii) Caspian Select Credit Master Fund;
(viii) Citibank, N.A. – N.Y.; (ix) Concordia Institutional Multi-Strategy. Ltd.;
(x) Concordia Mac 29 Ltd.; (xi) Concordia Partners, L.P.; (xii) Credit Suisse Candlewood
SS Mt; (xiii) Credit Suisse Candlewood PR; (xiv) Crescent I, L.P.; (xv) Deutsche Bank -
New York; (xvi) Deutsche Bank Trust Co. America; (xvii) Goldman Sachs Lending
Partners; (xviii) JPMorgan Bank Branch - 0802; (xix) Mariner LDC; (xx) Merrill Lynch
Credit Products LLC; (xxi) Morgan Stanley Senior Fund, Inc.; (xxii) Oaktree Value
Opportunity Fund Holdings; (xxiii) OCM Opportunities Fund VII Del.; (xxiv) Omnicom
Capital, Inc.; (xxv) Oppenheimer Master Loan Fund LLC; (xxvi) Oppenheimer Senior
Floating Rate Fund; (xxvii) Perella Weinberg Ptr Xerion Mt; (xxviii) Reams - Bill &
Melinda Gates Foundation; (xxix) Reams - Connecticut General Life Insurance
Company; (xxx) Reams - Halliburton Company; (xxxi) Reams – Kraft Foods Master Ret;
(xxxii) Reams - Prudential Ret Ins & Ann.; (xxxiiii) Reams - Santa Barbara County Emp
R; (xxxiv) Reams - Trustees of Indiana University; (xxxv) Royal Bank of Scotland Plc;
(xxxvi) Sankaty Cr Opps Off Mtr IV, L.P.; (xxxvii) Sankaty Credit Opportunity IV L.P.;
(xxxviii) OCM Opp. Fund VII B Delaware; (xxxix) Schultze Master Fund Ltd.;
(xl) Stichting Pensionenfonds ABP; (xli) TCW Absolute Return Credit Fund; (xlii) TCW
Shared Opp Fund V, L.P.; (xliii) TCW Sr Secured Ln Fund, L.P.; (xliv) Varde

NYI-4179615v5 -9-
 Investment Partners L.P.; and (xlv) Yale University c/o Mfp Invest. Jones Day, however,
does not and will not represent any of these entities in matters relating to the Debtors or
their chapter 11 cases.

(h) In matters unrelated to the Debtors or these chapter 11 cases,

Jones Day currently represents certain of the Debtors' major suppliers, or parties that are
or may be otherwise directly or indirectly affiliated with those suppliers. For example, as
further described on Schedule 2, Jones Day currently represents or formerly represented
the following major suppliers (or their respective parent entities or affiliates) to the
Debtors in a variety of matters unrelated to the Debtors or their chapter 11 cases:
(i) ABB Asea Brown Boveri Ltd.; (ii) AK Steel Corporation; (iii) Alcoa, Inc.; (iv) Aleris
International, Inc.; (v) Arvin Meritor OE LLC; (vi) Asahi Tec Corporation; (vii) AZ
Automotive Corporation; (viii) Benteler AG; (ix) Borg-Warner Automotive, Inc.;
(x) Delphi Automotive Systems, a/k/a Delco Electronics Systems (xi) Bridgestone
Corporation; (xii) Continental AG; (xiii) Cummins Engine Company, Inc.; (xiv) Dana
Holding Corporation (f/k/a Dana Corporation); (xv) Denso Corporation; (xvi) Dicastal
Wheel Manufacturing Company; (xvii) Eaton Corporation; (xviii) Emcon Technologies
LLC; (xix) Faurecia; (xx) Federal-Mogul Corporation; (xxi) Goodyear Tire & Rubber
Company; (xxii) Guardian Industries Corporation; (xxiii) Harman International Industries
Incorporated; (xxiv) Henkel AG & Co. Kgaa (f/k/a Henkel Kgaa); (xxv) Illinois Tool
Works, Inc.; (xxvi) International Auto Components Group North America, Inc.;
(xxvii) Johnson Controls, Inc.; (xxviii) Johnson Matthey Plc; (xxix) Lear Corporation;
(xxx) Magna International, Inc.; (xxxi) Mahle GmbH; (xxxii) Metaldyne Corporation;
(xxxiii) Penske Corporation; (xxxiv) PPG Industries, Inc.; (xxxv) Sirius Satellite Radio;
(xxxvi) Teksid Aluminum North America; (xxxvii) Tenneco, Inc.; (xxxviii) Textron, Inc.;
(xxxix) Thyssen Krupp AG; (xl) TI Group Automotive Systems LLC; (xli) The Timken
Company; (xlii) Tomkins Plc; (xliii) Total S.A.; (xliv) TRW, Inc.; (xlv) Valeo S.A.;
(xlvi) Visteon Corporation; (xlvii) Volkswagen AG; (xlviii) Worthington Industries, Inc.;
(xlix) Yazaki Corporation and (l) Yazaki North America. These relationships, and
relationships with other major suppliers to the Debtors, are identified in the attached
Schedule 2. Jones Day, however, does not and will not represent any of these entities in
matters relating to the Debtors or their chapter 11 cases.

(i) In matters unrelated to the Debtors or these chapter 11 cases,

Jones Day has represented or worked with (or against) certain of the other professionals
who will be representing the Debtors and other stakeholders in these chapter 11 cases or
who have represented the Debtors in the year prior to the Petition Date, such as (i)
KPMG LLP and (ii) Sonnenschein Nath and Rosenthal LLP. These relationships are
identified in the attached Schedule 2. Jones Day, however, does not and will not
represent any of these entities in matters relating to the Debtors or their chapter 11 cases.

(j) In addition, from time to time, Jones Day likely has represented,
and likely will continue to represent, certain other creditors of the Debtors and various
other parties actually or potentially adverse to the Debtors in matters unrelated to the
Debtors or these chapter 11 cases. These relationships, and additional creditor
relationships, are identified in the attached Schedule 2. Jones Day, however, does not

NYI-4179615v5 -10-
 and will not represent any of these entities in matters relating to the Debtors or their
chapter 11 cases.

(k) In addition to the specific parties identified above, in matters

unrelated to the Debtors or these chapter 11 cases, Jones Day currently represents,
formerly represented or may in the future represent certain other entities that are or may
be (i) creditors in these cases, (ii) parties to executory contracts and unexpired leases with
the Debtors, (iii) insurers and insurance brokers of the Debtors; (iv) major or current
business affiliations of Debtors' officers and directors; (v) parties in litigation with the
Debtors; or (vi) otherwise directly or indirectly affiliated with creditors or other parties in
interest in these cases. As described above, however, Jones Day has undertaken a
detailed search to determine whether it represents or has represented any significant
creditors, insiders or other parties in interest in such unrelated matters, and all such
known representations within the last two years are identified in Schedule 2 hereto.

(l) Jones Day has more than 2,400 attorneys and thousands of other
employees in 32 offices around the world. Certain Jones Day attorneys or employees,
including attorneys or employees that are involved in the Debtors' chapter 11 cases, are
customers of one of the Debtors' dealers or distributors, or otherwise own vehicles
manufactured by the Debtors, some of which may be subject to existing warranties or
service contracts. It also is possible that certain Jones Day attorneys or employees hold
interests in investments directly or indirectly relating to the Debtors.

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

been able to ascertain after reasonable inquiry, neither I, nor Jones Day nor any partner or

associate thereof holds or represents an interest adverse to the Debtors or their respective estates,

and Jones Day is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code

and as required by section 327(a) of the Bankruptcy Code, in that: (a) Jones Day has no

connection with the Debtors, their creditors, the U.S. Trustee, any person employed in the office

of the U.S. Trustee or any other party with an actual or potential interest in these chapter 11 cases

or their respective attorneys or accountants, except as set forth herein; (b) Jones Day is not a

creditor, equity security holder or insider of the Debtors; (c) none of Jones Day's partners or

associates is, or was within two years of the Petition Date, a director, officer or employee of the

Debtors; and (d) Jones Day neither holds nor represents an interest materially adverse to the

Debtors, their respective estates or any class of creditors or equity security holders, by reason of

NYI-4179615v5 -11-
any direct or indirect relationship to, connection with or interest in the Debtors, or for any other

reason. Accordingly, I believe that Jones Day is a "disinterested person," as defined in

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

Code.

12. Despite the efforts described above to identify and disclose connections

with parties in interest in these cases, because the Debtors are a large enterprise with millions of

potential creditors and other relationships, and because Jones Day is an international firm with

more than 2,400 attorneys in 32 offices, Jones Day is unable to state with certainty that every

client representation or other connection of Jones Day has been disclosed. In this regard, if Jones

Day discovers additional information that requires disclosure, Jones Day will file supplemental

disclosures with the Court.

Dated: April 30, 2009

/s/ Corinne Ball
Corinne Ball
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306

ONE OF THE PROPOSED ATTORNEYS

FOR DEBTORS AND DEBTORS IN
POSSESSION

NYI-4179615v5 -12-
 SCHEDULE 1

NYI-4179615v5
 SCHEDULE 2

NYI-4179615v5
 SCHEDULE 2

CHRYSLER LLC, ET AL.

SCHEDULE OF INTERESTED PARTIES THAT CURRENTLY EMPLOY

OR HAVE FORMERLY EMPLOYED JONES DAY IN MATTERS
UNRELATED TO THE DEBTORS OR THEIR CHAPTER 11 CASES

RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

PARTIES IN INTEREST (OR AFFILIATED ENTITIES) WHO ARE CURRENT CLIENTS

OR WERE CLIENTS WITHIN THE LAST TWO YEARS1

3M Company – Fleet Administration Major Fleet Customer • Parent company 3M Company and affiliate
company 3M France are current clients.

ABB Asea Brown Boveri Ltd.
Major Supplier • Parent company ABB Ltd. and affiliate
companies ABB, Inc. and ABB (China) Ltd.
are current clients;
• Affiliate company ABB AS is a member of
current client OFS Portal LLC; and
• Affiliate company American Fan Company
is a former client (closed 2007).

Abbott Laboratories Major Fleet Customer • Abbott Laboratories is: (a) a current client;
and (b) a co-client with current client
Genentech, Inc.
• See also entry below for Takeda
Pharmaceuticals regarding related disclosure.

ACE Aviation Holdings, Inc. Major Business Affiliation
of Chrysler LLC's Directors
and Managers
ACE Limited Major Insurer and/or
Insurance Broker
• Affiliate company ACE American Insurance
Company is a stockholder of current client
International Automotive Components
Group LLC; and
• Affiliate company ACE Insurance Company
is affiliated with former client Montgomery
Ward, Trustee In Care of ACE Insurance
Company (closed 2007).

Adco Products, Inc. Other Supplier and/or • Parent company Adco Global, Inc. is a
Vendor current client.

1
The names of current clients of Jones Day appear in bold and italics. The disclosure of stockholder interests or other
affiliate relationships among potentially related entities reflects only information known to Jones Day through its
conflict reporting system. Jones Day has not performed independent research to identify all stockholder interests or
other affiliate relationships with respect to interested parties. Moreover, Jones Day has not disclosed representations of
trade associations and similar industry or special interest organizations in which interested parties are members.

CLI-1668923v16

INTERESTED PARTY
AgentWare Systems, Inc.
Ahab Capital Management; and
Ahab Capital Partners, L.P.
Ahab Distressed Ltd.;
Ahab Distressed, L.P.;
Ahab Opportunities Ltd.; and
Ahab Opportunities, L.P.
AIG Casualty Company;
AIG Cat Excess Liability; and
American International Group, Inc. (AIG)
AK Steel Corporation
Alcoa, Inc.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Party to Material License
Agreement and/or Permit
Major Business Affiliations
of Chrysler LLC's Directors
and Managers
Major Secured Lenders
and/or Administrative
Agents
Major Insurers and/or
Insurance Brokers
Major Supplier
And
Large Unsecured Creditor
Major Supplier
-2-
CLIENTS AND THEIR AFFILIATES
• AgentWare Systems, Inc. is a former client
(closed 2009).
• Affiliated company Ahab Partners, L.P.
(a/k/a Ahab International Ltd.) is a
stockholder of former client Property One
GmbH (closed 2008).
• American International Group, Inc. (AIG) is:
(a) the parent of AIG Casualty Company and
AIG Cat; and (b) the parent of Sun America,
the employer of an individual who is a
current Jones Day client;
• Affiliate companies AIG Consumer Finance
Group and A. I. Credit Consumer Discount
Company are current clients;
• Affiliate companies AIG Global Real Estate
Investment Corporation and AIG European
Real Estate Partners are affiliated entities of
current client Agimarques Troyes S.A.R.L.;
• Affiliate company AIG Life Insurance
Company is a joint venture participant with
former client Carter & Associates LLC
(closed 2008);
• Affiliate company AIG Annuity Insurance
Company is a member of former client Ad
Hoc Committee of Thomson S.A.
Noteholders (closed 2009); and
• Affiliate companies AIG Global Investment
Group and AIG Private Bank, Ltd. are former
clients (both closed 2007).
• See also entries below for AZ Automotive
Corporation and National Union Insurance
Group, Inc. regarding related disclosure.
• AK Steel Corporation is a current client.
• Alcoa, Inc. is: (a) a former client
(closed 2009); (b) the former parent of
current client CSI De México en Saltillo,
S. De R.L. De C.V.; and (c) the former
employer of an individual who is a current
Jones Day client (opened 2008).
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
Aleris International, Inc. Major Supplier
Allevard Rejna Auto Suspensions Other Supplier and/or
Vendor
Allstate Insurance Company Major Fleet Customer
American Society of Composers, Authors and Party to Material License
Publishers Agreement and/or Permit
ANSYS, Inc. Party to Material License
Agreement and/or Permit
AON Corporation Major Insurer and/or
Insurance Broker
Archer Capital Master Fund, L.P. Major Secured Lender
and/or Administrative Agent
ArvinMeritor OE LLC Major Supplier
Asahi Tec Corporation Major Supplier
Asbury Automotive Group, Inc. Major Business Affiliation
of Chrysler LLC's Directors
and Managers
CLI-1668923v16 -3-
CLIENTS AND THEIR AFFILIATES
• Aleris International, Inc. is a current client.
• Affiliate company CIR International S.A. is
a current client.
• Allstate Insurance Company is a former
client (closed 2007).
• American Society of Composers, Authors
and Publishers is a member of former client
Fasttrack (closed 2007).
• ANSYS, Inc. is a current client.
• Affiliate company AON Conseil & Courtage
S.A. is a current client.
• Affiliate company Archer Capital
Management, L.P. is a former client
(closed 2008).
• Parent company Arvinmeritor, Inc. is a
former client (closed 2007).
• Asahi Tec Corporation is: (a) the direct and
indirect parent of current client Metaldyne
Corporation; and (b) affiliated with current
client RHJ International S.A.
(a/k/a Ripplewood).
• See also entries below for Credit Suisse
Candlewood SS Mt.; XX Credit Suisse
Candlewood PR; and Metaldyne
Corporation regarding related disclosure.
• Asbury Automotive Group, Inc.
(closed 2008) and affiliated entity Special
Committee of Board of Directors of Asbury
Automotive Group, Inc. (closed 2007) are
former clients.

INTERESTED PARTY
Atlas Tube
Avis Budget Group, Inc.; and
Avis Rent A Car Systems LLC
AZ Automotive Corporation
BAL Global Finance LLC
Banc of America Leasing & Capital LLC
Bank of America, N.A.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Other Supplier and/or • Parent company The Carlyle Group and
Vendor affiliate companies Allison Transmission
and 4 Gas B.V. are current clients;
• Affiliate company Carlyle Venture Partners
III, L.P. is a controlling stockholder of
current client RMI Acquisition Company,
Inc.; and
• Affiliate companies Garrett Aviation
Services, Inc. and The Relizon Company
(both closed 2007); and Carlyle Europe
Venture Partners L.P. (closed 2008) are
former clients.
Major Fleet Customers • Avis Budget Group, Inc. is: (a) a former
client (closed 2009); and (b) the parent of
Avis Rent A Car Systems LLC.
Major Supplier • AZ Automotive Corporation is a current
client.
• See also entry above for AIG Casualty
Company; AIG Cat Excess Liability; and
American International Group, Inc. (AIG),
the ultimate parent company of AZ
Automotive Corporation, regarding related
disclosure.
Major Lessor and/or Related • Parent company and current client Bank of
Entity America Corporation is: (a) the new parent
company of current client Merrill Lynch &
Party to Material License Co. and its affiliate companies;
Agreement and/or Permit (b) a stockholder of former client Giant
Industries, Inc. (closed 2009); and
Depository and (c) a former member of former client Murray
Disbursement Bank Energy Ad Hoc Committee (closed 2009).
• See also entries below for Caspian Capital
Partners L.P.; Caspian Sel Credit Master
Fund; and Merrill Lynch Credit Products
LLC regarding related disclosure.
-4-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Banco de Venezuela Grupo Santander
Depository and • Parent company Banco Santander, S.A. and
Disbursement Bank affiliate companies Banco Espanol De
Credito (BANESTO) and Interbanca S.p.A.
are current clients;
• Affiliate company Sistema 4B S.A. is a joint
venture participant with current client ACI
Worldwide, Inc.;
• Affiliate company Vista Desarrollo, S.A. is a
stockholder of current client Adherbal
Global, S.L.;
• Affiliate company Banco Santander De
Negociones S.A. is the principle shareholder
of current client Vista Compania De
Inversion, S.A.; and
• Affiliate company Banco Santander De
Negocios , S.A. is a stockholder of current
client Vista Capital De Expansion, S.A.,
S.G.E.C.R..

Bank of Nova Scotia (a/k/a Scotia Bank) Issuer of Letter of Credit • Affiliate company Scotia Fondos, S.A. De
and/or Line of Credit C.V., Sociedad Operadora Dades De
Inversión, Grupo Financiero Scotiabank is
a current client.

Barclays Bank Plc Counterparty to Derivative • Barclays Bank Plc and affiliate companies
Agreement Barclays Capital, Compagnie de Fives-Lille
and Barclays Bank S.A. are current clients;
• Affiliate company Barclays Global Investors,
N.A. is a stockholder of current client FLYi,
Inc.;
• Affiliate company Barclays Global Investors
UK Holdings, Ltd. is a major stockholder of
current client Borders Group, Inc.;
• Affiliate company Barclays Unquoted
Investments Limited is a stockholder of
current client Enigma Holidays Limited; and
• Affiliate company Barclays Capital Real
Estate is a participant in a joint venture with
current client Westbrook Real Estate Fund
VI.

BBVA Provincial Depository and • Affiliate company Banco Bilbao Vizcaya

Disbursement Bank Argentaria is: (a) a current client; and
(b) a substantial shareholder of current client
Citic International Financial Holdings
Limited.

Beckman Coulter, Inc. Major Fleet Customer • Beckman Coulter, Inc. is a current client.

CLI-1668923v16 -5-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Benteler AG Major Supplier • Benteler AG is a current client.

and
Other Supplier and/or
Vendor

Blue Cross Blue Shield Major Benefits • WellPoint, Inc., the largest member and
Administrator independent licensee of the Blue Cross Blue
Shield Association, is a current client;
• Affiliated companies Blue Cross Blue Shield
MI, Blue Cross & Blue Shield of
Massachusetts and Capital BlueCross are
current clients;
• Related entity Blue Cross of Northeastern
Pennsylvania is the trade style of Hospital
Service Association of Northeastern
Pennsylvania, the ultimate parent company
of current client Allone Health Group, Inc.;
• Affiliated company Blue Cross Blue Shield
of Florida, Inc. is a member of former client
Ad Hoc Committee of Thomson S.A.
Noteholders (closed 2009);
• Affiliated entity Blue Cross/Blue Shield
Plans is an investor in former client Blue
Healthcare Venture Partners LLC
(closed 2007); and
• Affiliate company BlueCross BlueShield of
Tennessee is a former client (closed 2007).

CLI-1668923v16 -6-

INTERESTED PARTY
BlueLinx Holdings, Inc.;
Cerberus Operations and Advisory Company
LLC; and
IAP Worldwide Services, Inc.
Bombardier Capital, Inc.
Borg-Warner Automotive, Inc.
Borg Warner Emissions/Thermal Systems
Bridgestone Corporation
Canadian National Railway Company
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Business Affiliations • Ultimate owner Cerberus Capital
of Chrysler LLC's Directors Management, L.P. and its affiliates are:
and Managers (a) the majority owners of the ultimate parent
company of the Debtors (including current
client Chrysler LLC), their domestic
nondebtor subsidiaries, wholly owned
foreign nondebtor subsidiaries and other
domestic nondebtor affiliates and IAP
Worldwide Services, Inc.; (b) stockholders of
current client BlueLinx Holdings, Inc.;
(c) the ultimate owners of current client
Albertson's LLC; (d) the lead investors in a
consortium that owns a controlling interest in
current client GMAC Financial Services;
(e) affiliates of current client Cerberus
Global Investment Advisors, LLC; and
(f) a stockholder of former client Property
One GmbH (closed 2008); and
• Ultimate parent company Cerberus Partners
L.P. a stockholder of former client HQ
Global Holdings, Inc. (closed 2007).
• See also entries below for Cerberus; and
Cerberus Capital Management, L.P.;
Chrysler LLC, et al.; and General Motors
Corporation and text of Ball Declaration
regarding related disclosure.
Major Lessor and/or Related • Affiliate companies Bombardier
Entity Transportation and Bombardier Aerospace
are current clients; and
• Current client Power Pacific Corporation
Limited is a joint venture partner in affiliate
company and former client Bombardier –
Power (Mauritius) Limited (closed 2008).
Major Supplier • Affiliate companies Borgwarner
Torqtransfer Systems, Inc. and Beru AG are
Large Unsecured Creditor
current clients.
Major Supplier • Bridgestone Corporation and its affiliate
company Bridgestone Americas Holding,
Inc. are current clients.
Common Carrier, Customs • Canadian National Railway Company is a
Broker and/or current client.
Warehousemen
-7-

INTERESTED PARTY
Caremark
Caspian Capital Partners, L.P.; and
Caspian Select Credit Master Fund
Cerberus
Cerberus Capital Management, L.P.
China Motor Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Benefits • Parent company CVS Caremark
Administrator Corporation is a current client; and
• Affiliate company Caremark RX, Inc. is:
(a) a current client; and (b) the employer of
an individual who is a current Jones Day
client.
Major Secured Lenders • To the extent it may be related to the named
and/or Administrative parties in interest, a company named Caspian
Agents Capital Advisors is a member of former
client Murray Energy Ad Hoc Committee
(closed 2009).
• See also entry above for BAL Global
Finance LLC; Bank of America Leasing &
Capital LLC; and Bank of America, N.A.;
and entry below for Merrill Lynch Credit
Products LLC regarding related disclosure.
An Ultimate Owner of the • Jones Day has represented Cerberus Bavarian
Debtors (Member of Investments, B.V. ("CBI"), a Dutch fund
Chrysler Holding LLC) that, to the best of Jones Day's
understanding, is managed by Cerberus
Holder of Second Lien Debt Global Investment Advisors, LLC or by
entities that it owns or controls. Jones Day
represented CBI solely in connection with
certain discrete transactional matters in
Europe, although Jones Day presently has no
pending assignments from CBI; and
• Affiliate Cerberus Capital Management, L.P.
and its affiliates are: (a) the majority owners
of the ultimate parent company of the
Debtors (including current client Chrysler
LLC), their domestic nondebtor subsidiaries,
wholly owned foreign nondebtor subsidiaries
and other domestic nondebtor affiliates;
(b) stockholders of current client BlueLinx
Holdings, Inc.; (c) the ultimate owners of
current client Albertson's LLC; (d) the lead
investors in a consortium that owns a
controlling interest in current client GMAC
Financial Services; and (e) a stockholder of
former client Property One GmbH
(closed 2008).
• See also entry above for BlueLinx Holdings,
Inc.; Cerberus Operations and Advisory
Company LLC; and IAP Worldwide
Services, Inc.; entries below for Chrysler
LLC, et al.; and General Motors
Corporation and text of Ball Declaration
regarding related disclosure.
Party to Material License • China Motor Corporation and its parent
Agreement and/or Permit company Yulon Group are current clients.
-8-

INTERESTED PARTY
Affiliate of China Motor Corporation
Chrysler LLC, et al.
Chrysler India Automotive Private Limited
(d/b/a Mercedes Benz Private Ltd.)
Chubb Group of Insurance Companies
The CIT Group
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Joint Venture and/or
Strategic Alliance Partner
The Debtors and their
Domestic Nondebtor
Subsidiaries and Wholly
Owned Foreign Nondebtor
Subsidiaries
Wholly-Owned Foreign
Nondebtor Subsidiary
Major Insurer and/or
Insurance Broker
Major Lessor and/or Related
Entity
-9-
CLIENTS AND THEIR AFFILIATES
• See also entry below for Nissan Motor
Company, Ltd. regarding related disclosure.
• DaimlerChrysler Corporation, a former
subsidiary of Daimler AG, was a client prior
to the sale of a majority interest in current
client Chrysler LLC to affiliates of Cerberus
Capital Management, L.P. Daimler AG has
been a client with respect to matters
unrelated to Chrysler LLC and is now a
former client (closed 2009).
• See also entries above for BlueLinx
Holdings, Inc.; Cerberus Operations and
Advisory Company LLC; and IAP
Worldwide Services, Inc.; and Cerberus; and
Cerberus Capital Management, L.P.; and
entries below for Chrysler India Automotive
Private Limited (d/b/a Mercedes Benz
Private Ltd.); Daimler AG; Daimlerchrysler
Berlin Werks; and Daimlerchrysler Do Brazil
Ltda and text of Ball Declaration regarding
related disclosure.
• Affiliated company Mercedes Benz
Argentina is an affiliated entity of former
client Daimler AG (closed 2009).
• See also entry above for Chrysler LLC, et al.
and entry below for Daimler AG regarding
related disclosure.
• Affiliate company Federal Insurance
Company is a stockholder of current client
International Automotive Components
Group LLC.
• Affiliate companies CIT Developments
Limited, CIT Europe Limited and CIT
Group/Business Credit are current clients;
and
• Affiliate company CIT Group/Equipment
Financing, Inc. is a former client
(closed 2007).

INTERESTED PARTY
Citibank, N.A.
Citibank, N.A. – N.Y.
Cleary Gottlieb Steen & Hamilton LLP
Comerica Bank
Compass Automotive Group
Computer Associates International, Inc.
Computer Sciences Corporation
Concordia Institutional Multi-Strategy. Ltd.;
Concordia Mac 29 Ltd.; and
Concordia Partners, L.P.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Depository and
Disbursement Bank
and
Counterparty to Derivative
Agreement
Major Secured Lender
and/or Administrative Agent
Professional for Nondebtor
Party in Interest
Depository and
Disbursement Bank
Other Supplier and/or
Vendor
Party to Material License
Agreement and/or Permit
Large Unsecured Creditor
Major Secured Lenders
and/or Administrative
Agents
-10-
CLIENTS AND THEIR AFFILIATES
• Parent company Citigroup, Inc. is a current
client;
• Affiliate companies Citigroup Global
Markets Asia Limited, Citigroup Global
Markets Limited, Honma Golf Co., Ltd., and
TST George V S.A.R.L. are current clients;
• Affiliate company Citigroup Financial
Products, Inc. is: (a) a stockholder of current
client International Automotive
Components Group LLC; and (b) a former
affiliated entity of former client First United
Asset Management Co., Ltd. (closed 2007);
• Affiliate company National Benefit Life
Insurance is a member of former client Ad
Hoc Committee of Thomson S.A.
Noteholders (closed 2009); and
• Affiliate company Citicorp Venture Capital
is a former stockholder of former client
Hancor Holding Corporation (closed 2008).
• Cleary Gottlieb Steen & Hamilton LLP is a
former client (closed 2007).
• Parent company Comerica Incorporated is a
current client.
• Affiliate company Magnesium Aluminum
Corporation is a current client.
• Affiliate companies Computer Associates
S.p.A. and Neptune Software, Inc. are
current clients.
• Computer Sciences Corporation is a current
client.
• To the extent it is related to any or all of the
named parties in interest, a company named
Concordia BV is: (a) affiliated with current
clients Guernsey Global Trust Limited and
Rothschild Switzerland (C.I. Trustees)
Limited; (b) the parent of current client
Rothschild Trust (Bermuda) Limited; and
(c) the parent of former client Rothschild
Trust Guernsey Ltd. (closed 2007).

INTERESTED PARTY
Continental AG
Continental Automotive Systems
Continental Automotive Guadalajara;
Continental Automotive Huntsville; and
Continental Teves
Cooper-Standard Automotive Group
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Supplier • Affiliate companies Continental Tire North
America, Inc. and Benecke-Kaliko AG are
Other Supplier and/or current clients.
Vendor
• See also entry below for Temic Automotive
Large Unsecured Creditors of North America regarding related
disclosure.
Other Supplier and/or • Cooper-Standard Automotive Group and
Vendor affiliate company Cooper Tire & Rubber
Company are current clients; and
• Goldman Sachs Capital Partners, L.P., which
along with The Cypress Group LLC is a
participant in a joint venture that owns
current client Cooper-Standard Automotive
Group, is: (a) a member of a private
investment group that holds a majority
ownership interest in current client Capmark
Financial Group, Inc.(f/k/a GMAC
Commercial Mortgage Corporation); and
(b) a co-owner of current client Education
Management Corporation.
• See also entries below for General Motors
Corporation, Goldman Sachs Credit
Partners, L.P.; The Goldman Sachs Group,
Inc. and J. Aron & Company (UK) regarding
related disclosure.
-11-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
Credit Suisse Candlewood SS Mt; and Major Secured Lenders
XX - Credit Suisse Candlewood Pr and/or Administrative
Agents
Crescent I, L.P. Major Secured Lender
and/or Administrative Agent
CSX Transportation, Inc. Common Carrier, Customs
Broker and/or
Warehousemen
CTS Corporation Other Supplier and/or
Vendor
Cummins Engine Company, Inc. Major Supplier
Daimler AG An Ultimate Owner of the
Debtors (Member of
Chrysler Holding LLC)
and
Party to Other Significant
Contract
CLI-1668923v16 -12-
CLIENTS AND THEIR AFFILIATES
• Parent company Credit Suisse Group is:
(a) a partner of current client Meadowlands
Xanadu; and (b) a stockholder of current
client Performance Logistics Group, Inc.;
• Affiliate companies Credit Suisse Securities
(Europe) Limited, Credit Suisse
(Hong Kong) Limited and Select Portfolio
Servicing, Inc. are current clients;
• Affiliate company Credit Suisse First
Boston (a/k/a CS First Boston, Inc. and
CSFB) is: (a) a current client; (b) a major
shareholder of Asahi Tec, the direct and
indirect parent company of current client
Metaldyne Corporation;
• Affiliate company Credit Suisse Securities is
a stockholder of current client International
Automotive Components Group LLC; and
• Affiliate companies Credit Suisse Global
Private Real Estate and Credit Suisse
Guernsey Branch are limited partners of
current client Limited Partner Group of New
City Asia Partners.
• See also entry above for Asahi Tec and entry
below for Metaldyne Corporation regarding
related disclosure.
• To the extent it is related to the named party
in interest, a company named
Crescent/Mach I Partners, L.P. is a
stockholder of current client Magnequench
International, Inc.
• CSX Transportation, Inc. and affiliated
entity Special Committee of CSX Board of
Directors are current clients.
• CTS Corporation is a current client.
• Cummins Engine Company, Inc.
(d/b/a FleetGuard) is a current client.
• Daimler AG is a former client (closed 2009).
• See also entries above for Chrysler LLC, et
al.; and Chrysler India Automotive Private
Limited (d/b/a Mercedes Benz Private Ltd.);
and entries below for Daimlerchrysler Berlin
Werks; and Daimlerchrysler Do Brazil Ltda;
and text of Ball Declaration regarding related
disclosure.
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Dana Holding Corporation (f/k/a Dana
Corporation)
Major Supplier • Dana Holding Corporation (f/k/a as Dana
Corporation) is a current client.
• See also entries below for Emerson Electric
Company, GETRAG-related entities, GKN
Driveline, IBM Global Financing and TRW,
Inc. regarding related disclosure.

De Lage Landen Financial Services
Major Lessor and/or Related
Entity
• Parent company Rabobank
(a/k/a Cooperatieve Centrale Raiffeisen-
Boerenleenbank BA ookte noemen
Rabobank Nederland) and affiliate company
De Lage Landen International B.V.
Sucursal en Espana are current clients; and
• Affiliate company De Lage Landen
International B.V. is a former client
(closed 2007).
• See also entry below for Xerox Corporation
regarding related disclosure.

Delphi Automotive Systems, a/k/a Delco Major Supplier • Delphi Corporation, a/k/a Delco Electronics
Electronics Systems Systems is a participant in a joint venture
with Kulicke & Soffa (K&S) that formed
current client Flipchip International LLC.

Denso Corporation
Denso International America, Inc.
Major Supplier
Large Unsecured Creditor
• Denso Corporation is: (a) a current client;
and (b) a joint venture participant with
current client Toyota Motor Corporation.
• See also entry below for Toyota Motor
Corporation regarding related disclosure.

CLI-1668923v16 -13-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Deutsche Bank Securities, Inc.
Deutsche Bank – New York; and
Deutsche Bank Trust Company America
Major Business Affiliation
of Chrysler LLC’s Directors
and Managers
Major Secured Lenders
and/or Administrative
Agents
• Parent company Deutsche Bank AG is:
(a) a former client (closed 2009); (b) a major
stockholder of current client Borders Group,
Inc.; (c) the parent of Pyramid Ventures, a
minority interest owner of current client
Geobiotics LLC; (d) a member of current
client Ad Hoc Committee of Geo Specialty
Chemicals, Inc.; (e) a joint venture
participant with current client Orix
Corporation (f) the former parent of
Deutsche Bank Venture Capital, a major
stockholder of current client Timebase Pty
Limited; (g) the ultimate parent of former
client DB Trust Company Limited Japan
(closed 2007); and (h) the employer of an
individual who is a former Jones Day client
(closed 2008);
• Affiliate companies Deutsche Bank Trust
Company Americas, Deutsche Bank
International (Asia) Limited, Deutsche
Bank AG New York, Deutsche Bank AG,
Taipei Branch and Ald Autoleasing D
GmbH are current clients;
• Affiliate company Deutsche Bank AG,
Hong Kong Branch is a current client and a
co-client with current client DB Trustees
(Hong Kong) Limited;
• Affiliate company Deutsche Bank AG,
London Branch is: (a) a current client; and
(b) a minority interest owner of current client
Deutsche Software Limited;
• Affiliate company DB Capital Partners is a
former stockholder of former client Redfern
Photonics Pty Ltd. (closed 2007); and
• Affiliate companies Deutsche Bank Capital
Markets (closed 2007) and Deutsche Equities
India Pvt. Ltd. (closed 2008) are former
clients.

CLI-1668923v16 -14-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Dicastal Wheel Manufacturing Company
Major Supplier • Parent company The Citic Group and
affiliate companies Citic International
Financial Holdings Limited and Citic
Resources Holdings Ltd. are current clients;
and
• Affiliate company Citic International
Contracting, Inc. is a former client
(closed 2007).

Dollar Rent A Car, Inc.; Major Fleet Customers • Dollar Thrifty Automotive Group, Inc. is:
Dollar Thrifty Automotive Group, Inc. (a) a current client; and (b) the parent of
(a/k/a DTAG); and Dollar Rent A Car, Inc. and Thrifty, Inc.
Thrifty, Inc.

Eaton Corporation Major Supplier • Eaton Corporation is a current client.

and
Major Fleet Customer

Ecolab, Inc. Major Fleet Customer • Ecolab, Inc. is a current client.

Emcon Technologies LLC
Major Supplier • Ultimate parent company JPMorgan Chase,
National Association is a current client.
• See also entry below for JPMorgan Chase
Bank, N.A.; JPMorgan Bank Branch - 0802
regarding related disclosure.

Emerson Electric Company
Major Fleet Customer • Emerson Electric Company is: (a) a former
client (closed 2007); and (b) a participant in a
former joint venture with Dana Corporation
(n/k/a current client Dana Holding
Corporation);
• Affiliate company Emerson Process
Management Power and Water Solutions,
Inc. is a current client; and
• Affiliate company Appleton Electric
Company is a former client (closed 2007).
• See also entry above for Dana Holding
Corporation (f/k/a Dana Corporation)
regarding related disclosure.

CLI-1668923v16 -15-

INTERESTED PARTY
Entrecap LLC
Faurecia
Faurecia Auto Seating, Inc.
Faurecia Exhaust Systems
Federal-Mogul Corporation
FIG Leasing Company
FileNet Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Business Affiliation
of Chrysler LLC’s Directors
and Managers
Major Supplier
Large Unsecured Creditor
Other Supplier and/or
Vendor
Major Supplier
Major Fleet Customer
Party to Material License
Agreement and/or Permit
-16-
CLIENTS AND THEIR AFFILIATES
• Parent company Entrecap Financial
Corporation is an affiliate of Cerberus
Capital Management, L.P.
• See also entries above for Cerberus; and
Cerberus Capital Management, L.P.;
Chrysler LLC, et al.; and entry below for
Scottish RE; and Talecris Bio Therapeutics,
Inc and text of Ball Declaration regarding
related disclosure.
• Affiliate companies Faurecia Innernraum
Systeme GmbH and Peugeot Citroen Japon
Co., Ltd., f/k/a former client Peugeot Japan
Co., Ltd. (closed 2008), are current clients.
• Federal-Mogul Corporation is a current
client.
• Affiliate companies Zurich Insurance
Holding (Hong Kong) Ltd. and Associated
Marine Insurers & Agents Pty Ltd. are
current clients;
• Affiliate company American Zurich
Insurance Company is a stockholder of
current client International Automotive
Components Group LLC; and
• Affiliate company Zurich Capital Markets,
Inc. is the former employer of two
individuals who are former Jones Day clients
(closed 2007 and 2008, respectively).
• See also entry below for Zurich Financial
Services regarding related disclosure.
• Parent company International Business
Machines Corporation (IBM) is a current
client;
• Affiliate company IBM Japan has an
ownership interest in current client Real
Estate & Construction Services, Ltd.; and
• Affiliate company IBM Credit Corporation
was a participant in a former joint venture
with Dana Corporation (n/k/a current client
Dana Holding Corporation).
• See also entry above for Dana Holding
Corporation (f/k/a Dana Corporation); and
entry below for IBM Global Financing;
International Business Machines (IBM)
regarding related disclosure.

INTERESTED PARTY
Flextronics Automotive, Inc.
Geely Holding Group
GE Capital Corporation
General Electric Co., Inc.; and
G.E. Fleet Council
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Other Supplier and/or • Parent company Flextronics International
Vendor Ltd. is a current client; and
• Affiliate companies Flextronics International
USA, Inc. and Flextronics are former clients
(both closed 2007).
Certain Competitor to the • Geely Holding Group is affiliated with
Debtors former client Geely International Corporation
(closed 2007).
Major Lessor and/or Related • General Electric Co., Inc. is: (a) a current
Entity client; (b) the parent of GE Capital
Corporation and G.E. Fleet Council; (c) the
Major Fleet Customers employer of an individual who is a current
Jones Day client (opened 2008); and
(d) a joint venture participant with former
client NVC Industrial Development Co. Ltd.
(closed 2008);
• Affiliate company General Electric Capital
Corporation is a member of current client Ad
Hoc Committee of Lenders to Euramax; and
• Affiliate company Genworth Mortgage
Insurance Corporation is a current client.
• See also entries below for Penske
Corporation; Penske Logistics and Xerox
Corporation regarding related disclosure.
-17-

INTERESTED PARTY
General Motors Corporation
GETRAG Getriebe-und Zahnradfabrik
GETRAG Getriebe und Zahnradfabrik
Hermann Hagenmeyer GmbH & Cie KG;
GETRAG International GmbH; and
GETRAG Transmission Manufacturing LLC
GKN Driveline; and
GKN Sinter Metals
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Certain Competitor to the • General Motors Corporation is: (a) a current
Debtors client; (b) the employer of an individual who
is a current Jones Day client; (c) a minority
owner of current client Capmark Financial
Group (f/k/a GMAC Commercial Mortgage
Corporation); (d) a majority owner of former
client Dmax Ltd. (closed 2007); (e) an
affiliated entity of former client Deskom
(closed 2008); (f) a participant with current
client Toyota Motor Corporation in a joint
venture known as former client New United
Motor Manufacturing, Inc. (closed 2008);
and (g) has a 49% ownership interest in
current client GMAC Financial Services;
and
• Affiliated entity General Motors Pension
Trust is a partner in current client Morgan
Stanley RE Fund II and a limited partner in
current client MS Real Estate Fund, Inc.
• See also entries above for BlueLinx
Holdings, Inc.; Cerberus Operations and
Advisory Company LLC; and IAP
Worldwide Services, Inc.; Cerberus; and
Cerberus Capital Management, L.P.;
Chrysler LLC, et al.; Cooper-Standard
Automotive Group; and entries below for
Goldman Sachs Credit Partners, L.P., et al.;
and Toyota Motor Corporation and text of
Ball Declaration regarding related disclosure.
Major Supplier • GETRAG Getriebe und Zahnradfabrik
Hermann Hagenmeyer GmbH & Cie KG and
Parties to Significant parent company T. Hagenmeyer
Litigation Industriebeterlingungsgese were participants
in a former joint venture with Dana
Corporation (n/k/a current client Dana
Holding Corporation).
• See also entry above for Dana Holding
Corporation (f/k/a Dana Corporation).
Other Suppliers and/or • Parent company GKN Plc is: (a) a current
Vendors client; and (b) along with affiliate companies
GKN Autostructures Ltd. and GKN North
America, Inc., a participant in a former joint
venture with Dana Corporation (n/k/a current
client Dana Holding Corporation).
• See also entry above for Dana Holding
Corporation (f/k/a Dana Corporation) and
entry below for Siemens Financial Services,
Inc.; Siemens Shared Services regarding
related disclosure.
-18-

INTERESTED PARTY
Goldman Sachs Lending Partners
The Goldman Sachs Group, Inc.
Goodyear Tire & Rubber Company
Guardian Industries Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Secured Lender • Goldman Sachs Credit Partners L.P. is:
and/or Administrative Agent (a) a former client (closed 2007); and
(b) a member of current client Service Net
Counterparty to Derivative Solutions Ad Hoc Committee;
Agreement
• Parent company Goldman Sachs Group, Inc.
is: (a) a stockholder of current client Health
Markets, Inc.; (b) an investor in current
client Sun Edison LLC; and (c) a participant
in a joint venture with The Cypress Group
that has an ownership interest in current
client Cooper-Standard Automotive Group;
• Affiliate companies Goldman Sachs Gao
Hua Securities Company Ltd. and Goldman
Sachs International are current clients;
• Affiliate company Goldman Sachs
(Singapore) Pte. is a co-client with current
client Kotak Mahindra Capital Company;
• Affiliate company Goldman Sachs & Co. is:
(a) a current client; and (b) a stockholder of
current clients Osyka Corporation and
International Automotive Components
Group LLC; and
• Affiliate company Goldman Sachs Capital
Partners, L.P. is: (a) a member of a private
investment group that holds a 78%
ownership interest in current client Capmark
Financial Group, Inc.(f/k/a GMAC
Commercial Mortgage Corporation); and
(b) a co-owner of current client Education
Management Corporation;
• Affiliate company GS Capital Partners VI
Fund, L.P. is affiliated with current client
Alltel Corporation;
• Affiliate company Fujita Corporation is a
participant in a joint venture with current
client Chun Wo (China) Limited; and
• Affiliate company J. Aron & Company (UK)
is a former client (closed 2008).
• See also entries above for Cooper-Standard
Automotive Group; and General Motors
Corporation; and entry below for J. Aron &
Company (UK) regarding related disclosure.
Major Supplier • Goodyear Tire & Rubber Company is a
current client.
Major Supplier • Guardian Industries Corporation is a
current client.
-19-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
Harman Becker Automotive Systems, Inc. Other Supplier and/or
Vendor
and
Large Unsecured Creditor
Harman International Industries Major Supplier
Incorporated
The Hartford Financial Services Group, Inc. Major Insurer and/or
Insurance Broker
Henkel AG & Co. Kgaa (f/k/a Henkel Kgaa) Major Supplier
Henkel Corporation Other Supplier and/or
Vendor
Hewitt Associates LLC Major Benefits
Administrator
Hitachi Capital America Corporation (f/k/a Major Lessor and/or Related
Hitachi Credit America Corporation) Entity
Honda Motor Co., Ltd. Certain Competitor to the
Debtors
HSH Nordbank AG Major Lessor and/or Related
Entity
Huntington National Bank Major Lessor and/or Related
Entity
CLI-1668923v16 -20-
CLIENTS AND THEIR AFFILIATES
• Harman International Industries is:
(a) a current client; (b) the parent of Harman
Becker Automotive Systems; (c) the
employer of an individual who is a current
Jones Day client (opened 2007); and (d) the
employer of an individual who is a former
Jones Day client (closed 2008); and
• An individual related to one of the principals
of Harman International Industries, Inc. is
a former Jones Day client (closed 2008).
• The Hartford Financial Services Group,
Inc. is: (a) a current client; and (b) the
employer of an individual who is a current
Jones Day client; and
• Affiliate company Twin City Fire Insurance
Company is a stockholder of current client
International Automotive Components
Group LLC.
• Henkel AG & Co. Kgaa (f/k/a Henkel Kgaa)
is: (a) a current client; and (b) the parent of
Henkel Corporation.
• Hewitt Associates LLC is a current client.
• Parent company Hitachi Ltd is a current
client;
• Affiliate companies Hitachi Global Storage
Technologies Singapore, Hitachi Limited
(Automotive Systems) and Hitachi Power
Europe GmbH are current clients; and
• Affiliate company Hitachi Communication
Technologies, Ltd. is a former client
(closed 2007).
• Honda Motor Co., Ltd. and affiliate
companies American Honda Motor Co.,
Inc., Honda Engineering Co., Ltd. and
Honda of America Manufacturing, Inc. are
current clients.
• HSH Nordbank AG is a current client.
• Parent company Huntington Bancshares,
Inc. is: (a) a current client; and (b) a partner
of current client Skybus Airlines LLC.

INTERESTED PARTY
Hydro Aluminum Automotive
Ikon Office Solutions, Inc.
Illinois Tool Works, Inc.
International Auto Components Group North
America, Inc.
IBM Global Financing
International Business Machines
Corporation (IBM)
J. Aron & Company (U.K.)
J. B. Hunt Transportation Services, Inc.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Other Supplier and/or • Parent company Statoilhydro ASA, f/k/a as
Vendor former client Norsk Hydro ASA
(closed 2007), is a current client.
Major Business Affiliation • Parent company Ricoh Corporation is a
of Chrysler LLC’s Directors current client.
and Managers
Major Supplier • Illinois Tool Works, Inc. is a former client
(closed 2008).
Major Supplier • International Auto Components Group
North America, Inc. and parent company
International Automotive Components
Group LLC are current clients;
• Affiliate company International Automotive
Components Group Brazil is a former client
(closed 2008); and
• See also entries below for Lear Corporation
and Toyota Motor Corporation regarding
related disclosure.
Major Lessor and/or Related • International Business Machines
Entity Corporation (IBM) is: (a) a current client;
and (b) the parent of IBM Global Financing;
Party to Material License
Agreement and/or Permit • Affiliate company IBM Japan has an
ownership interest in current client Real
Estate & Construction Services Ltd.; and
• Affiliate company IBM Credit Corporation
was a participant in a former joint venture
with Dana Corporation, (n/k/a current client
Dana Holding Corporation).
• See also entries above for Dana Holding
Corporation (f/k/a Dana Corporation); and
FileNet Corporation regarding related
disclosure.
Counterparty to Derivative • J. Aron & Company (U.K.) is a former client
Agreement (closed 2008).
• See also entries above for Cooper-Standard
Automotive Group; and Goldman Sachs
Credit Partners, L.P., et al. regarding related
disclosure.
Common Carrier, Customs • J.B. Hunt Transportation Services, Inc. is a
Broker and/or former client (closed 2008).
Warehousemen
-21-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

JPMorgan Bank Branch - 0802
JPMorgan Chase Bank, N.A
Major Secured Lender
and/or Administrative Agent
Depository and
Disbursement Bank;
Issuer of Letter of Credit
and/or Line of Credit;
and
Counterparty to Derivative
Agreement
• JPMorgan Chase Bank, N.A. is:
(a) a current client; and (b) a joint venture
participant with current client Anchor
Capital Investment LLC;
• Parent company JPMorgan Chase, National
Association is: (a) a current client; and
(b) a minority shareholder of current client
Geobiotics LLC;
• Affiliate companies JPMorgan Cazenove,
JPMorgan Plc, One Equity Partners II,
L.P., Bear Stearns & Co., Inc. and
JPMorgan Securities Limited are current
clients;
• Affiliate company JPMorgan Europe is a
member of current client Ad Hoc Committee
of Autodis Mezzanine Bondholders;
• Affiliate company JPMorgan Capital is a
stockholder of former client NexPak
Corporation (closed 2008); and
• Affiliate companies JPMorgan Partners Asia
(closed 2007) and JPMorgan Australia
Securities Ltd., Chase Bank of Texas, N.A.
and Washington Mutual F.A.
(all closed 2008) are former clients.
• See also entry above for Emcon
Technologies LLC regarding related
disclosure.

Johnson Controls, Inc.
Major Supplier • Johnson Controls, Inc. (a/k/a JCI) is a
shareholder and joint venture partner of
and
current client Johnson Controls – Saft
Large Unsecured Creditor Advanced Power Solutions; and
• Affiliate company Johnson Controls
Northern New Mexico LLC has an
ownership interest in current client
Washington Division of URS Corporation.

Johnson Matthey Plc Major Supplier • Johnson Matthey Plc is a current client.

KeyBank, N.A. Depository and • Parent company Keycorp and affiliate

Disbursement Bank company Key Principal Partners
Corporation are current clients.

CLI-1668923v16 -22-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
KPMG LLP Debtors’ Professional
Kuka Flexible Production Systems Large Unsecured Creditor
Corporation
Kuka Toledo Production Operations LLC Party to Other Significant
Contract
and
Large Unsecured Creditor
Lear Corporation Major Supplier
Liberty Mutual Major Fleet Customer
Liberty Mutual Group Major Insurer and/or
Insurance Broker
Macquarie Equipment Finance LLC Major Lessor and/or Related
Entity
CLI-1668923v16 -23-
CLIENTS AND THEIR AFFILIATES
• KPMG LLP is: (a) a former client
(closed 2008); (b) the employer of an
individual who is a current Jones Day client;
and (c) the employer of an individual who is
a former Jones Day client (closed 2007);
• Affiliate companies KPMG, Inc. and KPMG
(Corporate Recovery) are former clients
(both closed 2008).
• Parent company Kuka AG is a current client.
• Lear Corporation is a stockholder of and a
joint venture participant with current client
International Automotive Components
Group LLC.
• See also entry above for International
Automotive Components Group North
America, Inc. regarding related disclosure.
• Affiliate company Liberty Mutual
Investment Advisors LLC is a limited partner
of current client Limited Partner Group of
New City Asia Partners.
• Affiliate companies Macquarie Bank Ltd.,
Macquarie Securities Limited, Macquarie
Real Estate Capital K.K., Goodman Invest
Management (UK) Limited, Goodman
International Limited (f/ka Macquarie
Goodman Management Limited), Goodman
Industrial Trust (f/k/a Macquarie Goodman
Industrial Trust), MG Office (Jersey)
Limited, The Gas Company LLC, Atlantic
Aviation, MG Logistics (Jersey) Limited,
Goodman UK Limited and Goodman
Citadel (Jersey) Limited are current clients;
• Affiliate company Macquarie DDR Trust
(MDT) is an affiliated entity of current client
Developers Diversified Realty Corporation;
• Affiliated company Property Partners
(Whitgift) Limited is a partner of former
client Whitgift Shopping Centre Partnership
(closed 2008); and
• Affiliate company Macquarie Infrastructure
Group is a former client (closed 2007).

INTERESTED PARTY
Magna International, Inc.
Magna Steyr LLC, d/b/a Magna Steyr North
America Toledo Paint Facility
Magna Powertrain, Inc.; and
Magna Steyr LLC
Mahle GmbH
Mahle Industries, Inc.
Mariner LDC
Marsh & McLennan Companies, Inc.
Mazda MotorCorporation
Mellon US Leasing
Mercury Interactive Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Supplier
Party to Other Significant
Contract
Large Unsecured Creditors
Major Supplier
Other Supplier and/or
Vendor
Major Secured Lender
and/or Administrative Agent
Major Insurers and/or
Insurance Brokers
Certain Competitor to the
Debtors
Major Lessor and/or Related
Entity
Party to Material License
Agreement and/or Permit
-24-
CLIENTS AND THEIR AFFILIATES
• Magna International, Inc. is: (a) a current
client; and (b) the parent of Magna
Powertrain, Inc. and Magna Steyr LLC.
• Mahle GmbH is a current client and
affiliated with Mahle Industries, Inc. and
Mahle Sistemas de Filtracion.
• To the extent it is related to the named party
in interest, a company named Mariner
Capital is a member of former client Murray
Energy Ad Hoc Committee (closed 2009).
• Affiliate companies Encon Underwriting
Ltd. and Marsh (Hong Kong) Limited are
current clients; and
• Affiliate companies Mercer Human Resource
Consulting and Kroll Zolfo Cooper
Structured Equity are former clients
(both closed 2007).
• Mazda Motor Corporation is a current
client.
• Parent company The Bank of New York
Mellon Corporation, the successor in interest
following the merger of former parent
company The Bank of New York, Co. Inc.
and current client Mellon Financial
Corporation, is a member of current client
Allegheny Health Education Research
Foundation (AHERF) Creditors'
Committee; and
• Affiliate companies Bank of New York and
Fursa Alternative Strategies LLC
(f/k/a Mellon HBV Alternative
Strategies LLC) are current clients.
• Mercury Interactive Corporation is:
(a) a former client (closed 2007); and (b) the
employer of an individual who is a current
Jones Day client; and
• New affiliate company Electronic Data
Systems is a current client.

INTERESTED PARTY
Merrilll Lynch Credit Products LLC
Metaldyne Corporation
Methode Electronics, Inc.
Microsoft Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Secured Lender
and/or Administrative Agent
Major Supplier
Other Supplier and/or
Vendor
Party to Material License
Agreement and/or Permit
-25-
CLIENTS AND THEIR AFFILIATES
• Merrill Lynch Credit Products LLC is a
member of current client Bi-Lo Ad Hoc
Committee;
• New parent company Bank of America
Corporation is a current client;
• Affiliate companies DSP Merrill Lynch
Limited, Merrill Lynch Asia Pacific Ltd.,
Merrill Lynch International and Merrill
Lynch Europe Plc are current clients;
• Former parent company Merrill Lynch &
Co. is: (a) a current client; (b) a co-client
with current client CS First Boston, Inc.;
and (c) the employer of four individuals who
are former Jones Day clients
(all closed 2008);
• Affiliate company Merrill Lynch Pierce
Fenner & Smith is the principal employer of
two individuals who are current Jones Day
clients (both opened 2007); and
• Affiliate company Merrill Lynch
International (Australia) Limited is a former
client (closed 2007).
• See also entries above for BAL Global
Finance LLC; Banc of America Leasing &
Capital LLC; and Bank of America, N.A.;
and Caspian Capital Partners L.P.; and
Caspian Sel Credit Master Fund regarding
related disclosure.
• Metaldyne Corporation is a current client;
and
• RHJ International, S.A. (a/k/a Ripplewood),
a major shareholder of parent company Asahi
Tec Corporation, is a current client.
• See also entries above for Asahi Tec
Corporation; and Credit Suisse Candlewood
SS Mt.; XX Credit Suisse Candlewood Pr.
regarding related disclosure.
• Affiliate company Methode México, S.A. De
C.V. is a current client.
• Microsoft Corporation is a joint venture
participant with current client Tribune
Company.

INTERESTED PARTY
Mister Car Wash, a trade style for Onex
Corporation
Modine Manufacturing Company
Morgan Stanley Senior Fund, Inc.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Party to Significant • Affiliate companies Onex Credit Partners,
Litigation Allison Transmission and Skilled
Healthcare Group, Inc. are current clients;
and
• Affiliate company Onex Partners, L.P. is:
(a) the parent of Tube City IMS Corporation,
a member of current client Tube City LLC;
and (b) the parent of former client Emcare,
Inc. (closed 2009).
Other Supplier and/or • Modine Manufacturing Company is a
Vendor current client.
Major Secured Lender • Parent company Morgan Stanley is a member
and/or Administrative Agent of current client Pace Investment Group;
• In October 2008 Mitsubishi UFJ Financial
Group, Inc. acquired a 21% ownership in
Morgan Stanley and its affiliate companies,
including current clients Morgan Stanley
Realty, Inc., Morgan Stanley Real Estate
Fund II, Morgan Stanley Real Estate Fund
III, Morgan Stanley Real Estate Fund IV,
Morgan Stanley Real Estate Fund V,
Morgan Stanley Real Estate Fund VI,
Morgan Stanley Real Estate Fund VII,
Morgan Stanley & Co. International Ltd.,
JM Morgan Stanley Private Ltd., Morgan
Stanley Dean Witter Asia (Taiwan) Limited,
Morgan Stanley Real Estate Special
Situations Fund and Morgan Stanley Real
Estate Advisor, Inc. and certain of its
investors;
• Affiliate company Morgan Stanley & Co.,
Incorporated is: (a) a current client; (b) a co-
client with current client CS First Boston,
Inc.; and (c) a stockholder of current client
Education Finance Partners, Inc.;
• Affiliate company Morgan Stanley Real
Estate Fund, Inc. is: (a) a current client; and
(b) a joint venture participant with current
client Simon Property Group, Inc.;
• Affiliate company Morgan Stanley
International, Inc. is: (a) a current client;
and (b) a joint venture participant with
former client China International Capital
Corporation Ltd. (closed 2007);
• New affiliated company The Bank of Tokyo-
Mitsubishi UFJ Ltd. is: (a) a current client;
and (b) a majority stockholder of current
client Union Bank of California;
-26-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

• New affiliated company Mitsubishi UFJ

Securities is a stockholder of current client
Pled Technology Group (Hong Kong) Ltd.;
• New affiliated companies Bank of Tokyo
Mitsubishi Trust Company and Mitsubishi
UFJ Lease & Finance Company Limited
are current clients;
• Affiliate company Morgan Stanley European
Real Estate Special Situations Fund II is a
former client (closed 2007);
• New affiliated company BTM Capital
Corporation is a former limited partner of
former client Volvo Aero Services, L.P.
(closed 2008); and
• New affiliated company Bank of Tokyo-
Mitsubishi Limited, Sucursal en Espana is a
former client (closed 2007).

National City Bank Depository and • New parent company PNC Financial
Disbursement Bank Services Group is a current client;
• National City Bank is: (a) a current client;
and (b) the employer of an individual who is
a current Jones Day client; and
• Former parent company National City
Corporation is a current client.
• See also entry below for PNC Leasing
regarding related disclosure.

National Union Insurance Group, Inc.
Major Insurer and/or • Affiliate company National Union Insurance
Insurance Broker Company of Pittsburgh is a stockholder of
current client International Automotive
Components Group LLC.
• See also entry above for AIG Casualty
Company; AIG Cat Excess Liability; and
American International Group, Inc., the
parent company of National Union Insurance
Company of Pittsburgh, regarding related
disclosure.

Nissan Motor Company, Ltd.
Joint Venture and/or • Nissan Motor Company, Ltd. is: (a) a major
Strategic Alliance Partner stockholder of current client Yulon Group;
and (b) a joint venture participant with
former client Dong Feng Automotive Co.,
Ltd. (closed 2007).
• See also entry above for China Motor
Corporation; Affiliate of China Motor
Corporation regarding related disclosure.

CLI-1668923v16 -27-

INTERESTED PARTY
NTN Bearing Corporation of America
Oaktree Value Opportunity Fund Holdings;
OCM Opportunities Fund VII Del.; and
XX Ocm Opp Fund VIIB Delaware
Omnicom Capital, Inc.
Oppenheimer Master Loan Fund LLC; and
Oppenheimer Senior Floating Rate Fund
Park National Bank
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Supplier, Other
Supplier and/or Vendor
Major Secured Lenders
and/or Administrative
Agents
Major Secured Lender
and/or Administrative Agent
Major Secured Lenders
and/or Administrative
Agents
Major Lessor and/or Related
Entity
-28-
CLIENTS AND THEIR AFFILIATES
• Parent company NTN Corporation was a
participant in a former joint venture with
Dana Corporation (n/k/a current client Dana
Holding Corporation).
• See also entry above for Dana Holding
Corporation (f/k/a Dana Corporation)
regarding related disclosure.
• Affiliate companies Pangaea Capital
Management (Singapore) Pte Ltd. and OCM
Luxembourg EPOF II S.A.R.L. are current
clients;
• Affiliate company OCM Holdings LLC is
affiliated with an individual who is a current
Jones Day client;
• Affiliate companies OCM Principal
Opportunities Fund III, L.P., OCM Principal
Opportunities Fund IIIA, L.P. and OCM
Principal Opportunities Fund IIIGP, L.P. are
stockholders of former client Interep
National Radio Sales, Inc. (closed 2009);
• Affiliate company OCM Opportunities Fund
II, L.P. is a stockholder of current client
Doskocil Manufacturing Company, Inc.;
and
• Affiliate company Oaktree Capital
(Hong Kong) Limited is a former client
(closed 2008).
• Parent company Omnicom Group, Inc. is:
(a) a current client; (b) a shareholder of
current client Aegis Group Plc; and
(c) a partner of former client Seneca
Investments LLC (closed 2007).
• Parent company Oppenheimer & Co., Inc. is
a former client (closed 2007).
• Park National Bank is a current client.
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
Penske Corporation Major Supplier
Penske Logistics LLC Common Carrier, Customs
Broker, and/or
Warehousemen
Pepsico, Inc. Major Fleet Customer
Perella Weinberg Ptr Xerion Mt Major Secured Lender
and/or Administrative Agent
Philip Morris USA Major Fleet Customer
Philips Electronics North America Major Fleet Customer
Corporation
CLI-1668923v16 -29-
CLIENTS AND THEIR AFFILIATES
• Penske Corporation was a participant in a
former joint venture with Dana Corporation
(n/k/a current client Dana Holding
Corporation); and has an ownership interest
in current client Penske Automotive Group,
Inc.; and
• Penske Logistics LLC is a joint venture
between Penske Corporation and current
clients Penske Automotive Group, Inc. and
General Electric Co., Inc.
• See also entries above for Dana Holding
Corporation (f/k/a Dana Corporation); and
General Electric Capital Corporation;
General Electric Co., Inc.; G.E. Fleet
Council regarding related disclosure.
• Pepsico, Inc. is: (a) a current client;
(b) a stockholder of current client The Pepsi
Bottling Group, Inc.; (c) a partner in current
client Pepsi-Lipton Tea Partnership; (d) the
ultimate parent of current client Frito Lay,
Inc.; and (e) the former parent of current
client Pizza Hut, Inc. and former client
Pizza Belgium BVBA (closed 2007); and
• An individual who is on the Board of
Directors of Pepsico, Inc. is a current Jones
Day client.
• Parent company Perella Weinberg Partners,
L.P. is: (a) a current client; and (b) the
employer of an individual who is a former
Jones Day client (closed 2009).
• Affiliate company Kraft Foods, Inc. is a
current client; and
• Affiliate companies Philip Morris, Inc., Kraft
Foods Schweiz AG, Kraft France and Kraft
Foods Belgium S.A. are former clients
(all closed 2007).
• See also entry below for Reams – Kraft
Foods Master Ret. regarding related
disclosure.
• Philips Electronics North America
Corporation is a current client; and
• Parent company Koninklijke Philips
Electronics N.V., d/b/a Royal Philips
Electronics, is a stockholder of current client
NXP Semiconductors USA, Inc.
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS
PNC Leasing Major Lessor and/or Related
Entity
PPG Industries, Inc. Major Supplier
Reams – Bill & Melinda Gates Foundation Major Secured Lender
and/or Administrative Agent
Reams – Connecticut General Life Insurance Major Secured Lender
Company and/or Administrative Agent
Reams – Halliburton Company Major Secured Lender
and/or Administrative Agent
Reams – Kraft Foods Master Ret Major Secured Lender
and/or Administrative Agent
CLI-1668923v16 -30-
CLIENTS AND THEIR AFFILIATES
• Parent company PNC Financial Services
Group is: (a) a current client; and (b) the new
parent company of current client National
City Corporation and its affiliate companies,
including current client National City Bank;
• Affiliate company PNC Bank, National
Association (Trustee) is: (a) a current client;
and (b) a member of current client Allegheny
Health Education Research Foundation
(AHERF) Creditors' Committee;
• Related entity Administrative Committee of
PNC Financial Services Group is a current
client; and
• Affiliate company Blackrock, Inc. is a
member of current client Ad Hoc Committee
of Geo Specialty Chemicals, Inc.
• See also entry above for National City Bank
regarding related disclosure.
• PPG Industries, Inc. is a current client.
• Bill & Melinda Gates Foundation is affiliated
with current client Red Campaign
Foundation, Inc.
• Connecticut General Life Insurance
Company is: (a) a current client; and
(b) a member of former client Ad Hoc
Committee of Thomson S. A. Noteholders
(closed 2009); and
• Parent company Cigna Corporation is a
current client.
• Halliburton Company is a current client;
• Affiliate companies Halliburton Far East
Pte Ltd. and Kellogg, Brown & Root Asia
Pacific Pte Ltd. are current clients; and
• Affiliate company Halliburton Energy
Services, Inc. is a member of current client
OFS Portal LLC.
• Affiliated company Kraft Foods, Inc. is a
current client; and
• Affiliated companies Kraft Foods Schweiz
AG, Kraft France and Kraft Foods Belgium
S.A. are former clients (all closed 2007).
• See also entry above for Philip Morris USA
regarding related disclosure.

INTERESTED PARTY
Reams – Prudential Ret Ins & Ann.
Reams – Santa Barbara County Emp R
Reams – Trustees of Indiana University
Royal Bank of Canada
Royal and Sun Alliance
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Secured Lender
and/or Administrative Agent
Major Secured Lender
and/or Administrative Agent
Major Secured Lender
and/or Administrative Agent
Depository and
Disbursement Bank;
Issuer of Letter of Credit
and/or Line of Credit;
and
Counterparty to Derivative
Agreement
Major Insurer and/or
Insurance Broker
-31-
CLIENTS AND THEIR AFFILIATES
• Affiliated companies Prudential Asset
Management (Singapore) Limited and
Prudential Property Investment
Management (Singapore) Limited are
current clients;
• Affiliated companies Prudential Annuities
Limited, Prudential Retirement Income
Limited and former client The Prudential
Assurance Company Limited (closed 2008)
are members of former client Ad Hoc
Committee of Thomson S.A. Noteholders
(closed 2009); and
• Affiliated company Prudential Insurance
Company of America is a former client
(closed 2007).
• Related entity Santa Barbara County
Employees Retirement System is a current
client.
• Trustees of Indiana University are related to
the Indiana University Purdue University at
Indianapolis (IUPUI) University Library, a
partner of current client Center for
Governmental Studies.
• Royal Bank of Canada (closed 2007) and
affiliate company RBC Dain Rauscher, Inc.
(closed 2009) are former clients; and
• Affiliate companies Royal Bank of Canada
Europe Limited and Royal Bank of Canada
Investment Management (USA) Limited are
current clients.
• Affiliate company Orion Capital Managers
(France) is a current client.

INTERESTED PARTY
Royal Bank of Scotland Plc
Ryder System, Inc.
Ryder Truck Rental
SAP AG
Sankaty Cr Opps Off Mtr IV, L.P.; and
Sankaty Credit Opportunity IV L.P.
Schneider Logistics International, Inc.
Schultze Master Fund Ltd.
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Secured Lender
and/or Administrative Agent
Customs Broker, Common
Carrier and/or
Warehousemen
Major Fleet Customer
Party to Material License
Agreement and/or Permit
Major Secured Lenders
and/or Administrative
Agents
Customs Broker, Common
Carrier and/or
Warehousemen
Major Secured Lender
and/or Administrative Agent
-32-
CLIENTS AND THEIR AFFILIATES
• Royal Bank of Scotland Plc is: (a) a current
client; and (b) a joint venture participant with
current client Miller Developments Limited;
• Parent company The Royal Bank of
Scotland Group Plc and affiliate companies
Royal Bank of Scotland Invoice Discount
Ltd., Eurosales Finance, Citizens Financial
Group, Inc. and RBS Invoice Finance
Limited are current clients;
• Affiliate companies Royal Bank of Scotland
Commercial Services Limited (London
Region) and The Royal Bank of Scotland
Sucursal en Espana are former clients
(both closed 2007); and
• Affiliate company Royal Bank Development
Capital Limited is a stockholder of current
client Vista Capital De Expansion S.A.,
S.G.E.C.R.
• Ryder System, Inc. is a current client and the
parent company of Ryder Truck Rental.
• SAP AG and affiliate company SAP Labs
India Pvt. Ltd. are current clients.
• Affiliate company Sankaty Davis LLC is an
investor in current client Davis Petroleum
Acquisition Corporation.
• Parent company Schneider National, Inc. is
a current client.
• Affiliate company Metropolitan Life
Insurance Company is: (a) a current client;
and (b) a general partner in current client
GA-Met Construction Coordination; and
• Affiliate company Metlife Insurance
Company of Connecticut is a member of
former client Ad Hoc Committee of
Thomson S.A. Noteholders (closed 2009).
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Scottish RE; and
Talecris Bio Therapeutics, Inc.
Major Business Affiliations
of Chrysler LLC’s Directors
and Managers
• Parent company Cerberus Capital
Management, L.P. and its affiliates are the
majority owners of the ultimate parent
company of the Debtors (including current
client Chrysler LLC), their domestic
nondebtor subsidiaries, wholly owned
foreign nondebtor subsidiaries and other
domestic nondebtor affiliates.
• See also entries above for BlueLinx
Holdings, Inc.; Cerberus Operations and
Advisory Company LLC; and IAP
Worldwide Services, Inc.; Cerberus; and
Cerberus Capital Management, L.P.;
Chrysler LLC, et al.; and Entrecap LLC
regarding related disclosure.

Sedgwick Claims Management Services, Inc. Major Benefits • Sedgwick Claims Management Services,
Administrator Inc. is a co-client with current client Arthur
J. Gallagher & Co.

Shell Oil Products U.S.
Large Unsecured Creditor
• Affiliate company Shell (China) Limited is a
former client (closed 2007); and
• Affiliate company Shell WindEnergy is a
joint venture participant with former client
Energy Enterprises, Inc. (closed 2007).

Siemens Financial Services, Inc.
Siemens Shared Services
Major Lessor and/or Related
Entity
Major Fleet Customer
• Parent company Siemens AG, affiliate
companies Nokia Siemens Networks and
Voith Siemens Hydro Power Generation
GmbH & Co. and affiliated company Voith
AG are current clients;
• Affiliate company Siemens Technology-To-
Business Center LLC is a partner of current
client F-Origin, Ltd.;
• Affiliate company Siemens Ltd. has an
ownership interest in current client Silcar Pty
Ltd.; and
• Affiliate company Voith Siemens Hydro
Kraftwerkstechnik GmbH & Co. KG is a
former client (closed 2009).
• See also entry above for GKN Driveline;
GKN Sinter Metals regarding related
disclosure.

Sirius Satellite Radio – P A B
Major Supplier • Parent company Sirius XM Radio, Inc. is a
current client; and
• Affiliate company Sirius Satellite Radio was
a participant with current client XM Satellite
Radio, Inc. in a former joint venture
(closed 2008).

CLI-1668923v16 -33-

INTERESTED PARTY
Sonnenschein Nath & Rosenthal LLP
Southwest Research Institute
Standard Bank Plc
Standard Thomson Corporation
Stant Corporation
Steris Corporation
Stichting Pensioenfonds ABP
Sun Trust Leasing Corporation
Swiss RE
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Professional for Nondebtor
Party in Interest
Party to Material License
Agreement and/or Permit
Counterparty to Derivative
Agreement
Other Supplier and/or
Vendor
Other Supplier and/or
Vendor
Major Fleet Customer
Major Secured Lender
and/or Administrative Agent
Major Lessor and/or Related
Entity
Major Insurer and/or
Insurance Broker
-34-
CLIENTS AND THEIR AFFILIATES
• Sonnenschein Nath & Rosenthal LLP is the
employer of an individual who is a former
Jones Day client (closed 2007).
• Southwest Research Institute is a current
client.
• Standard Bank Plc and affiliate company
Standard Bank Asia Limited are current
clients.
• Affiliate company HIG Capital LLC is a
current client; and
• Affiliate companies HMK International
Holdings B.V. and Parsons International
(UK) Limited are former clients
(both closed 2007).
• Parent company Tomkins Plc and affiliate
company Tomkins Industries are current
clients.
• See also entry below for Tomkins Plc
regarding related disclosure.
• Steris Corporation is a current client.
• Stichting Pensionenfonds ABP is an investor
of current client Rexiter Capital
Management Limited.
• Parent company SunTrust Banks, Inc. and
affiliate company SunTrust Bank, Atlanta
are current clients.
• Affiliate company Admin RE UK Limited is
a current client; and
• Affiliate company Swiss Reinsurance Life
and Health America, Inc. is: (a) a former
client (closed 2007); and (b) a member of
former client Ad Hoc Committee of
Thomson S.A. Noteholders (closed 2009).

INTERESTED PARTY
Takeda Pharmaceuticals
TCW Absolute Return Credit Fund;
TCW Shared Opp Fund V, L.P.; and
TCW Sr Secured Ln Fund, L.P
Teksid Aluminum North America
Temic Automotive of North America
Tenneco, Inc.
Tennessee Commerce Bank
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Fleet Customer • Affiliate company Takeda Pharmaceuticals
North America, Inc. is a current client;
• Parent company Takeda Pharmaceuticals Co.
Ltd. was a participant in a former joint
venture (concluded in 2008) known as
Takeda Abbott Pharmaceutical (TAP) with
current client Abbott Laboratories; and
• See also entry above for Abbott Laboratories
regarding related disclosure.
Major Secured Lenders • Parent company Société Générale is:
and/or Administrative (a) a current client; and (b) the parent of
Agents client Lyxor Asset Management;
• Affiliated entities TCW Crescent Mezzanine
partners II, L.P., TCW/Crescent Mezzanine
Trust II, TCW Shared Opportunity Fund II,
L.P., TCW shared Opportunity Fund III, L.P.
and TCW Leveraged Income Trust II, L.P.
are stockholders of current client
Magnequench International, Inc.;
• Affiliate company Société Générale De
Financement Du Québec is a minority owner
of client Interquisa Canada; and
• Related entity Asiavest Partners, TCW/YFY
Ltd. is affiliated with current client YFY
Group.
Major Supplier • Current client Questor Management
Company LLC has a majority interest
ownership in affiliated company Teksid
Aluminum Components, Inc.
Large Unsecured Creditor • Parent company Continental Tire North
America, Inc. is a current client.
• See also entry above for ultimate parent
company Continental AG and affiliated
companies regarding related disclosure.
Major Supplier • Affiliate company Tenneco Automotive
Europe S.A./N.V. is a current client.
Major Lessor and/or Related • Parent company The Toronto-Dominion
Entity Bank is a former client (closed 2007); and
• Affiliate companies TD Meloche Monnex
and TD Securities (USA) LLC are current
clients.
-35-
 RELATIONSHIP
INTERESTED PARTY TO THE DEBTORS CLIENTS AND THEIR AFFILIATES

Textron, Inc.; and
Kautex Textron GmbH & Co.
Major Supplier • Textron, Inc. is: (a) a current client; and
(b) the parent of Kautex Textron GmbH &
Other Supplier and/or
Co.;
Vendor
• Former affiliate company Textron Fastening
Systems, which now does business as
Acument Australia Pty Ltd., is a subsidiary
of current client Acument Global
Technologies, Inc.

TI Group Automotive Systems LLC Major Supplier • Affiliate company TI Automotive Limited is
a current client.

The Timken Company Major Supplier • The Timken Company is a current client.

Thyssen Krupp AG Major Supplier • Affiliate companies Uhde GmbH, Rotek

Incorporated and Thyssen Krupp Elevator
Company are current clients.

TNT Contract Logistics (n/k/a CEVA Customs Broker, Common • Affiliate company TNT Logistics
Logistics) Carrier, and/or Deutschland GmbH is a former client
Warehousemen (closed 2007).

Tomkins Plc Major Supplier • Tomkins Plc and affiliate company Tomkins
Industries are current clients.
• See also entry above for Stant Corporation
regarding related disclosure.

Total S.A.; and Major Suppliers • Total S.A. is: (a) a current client; and (b) the
parent of Paulstra Corporation; and
Paulstra Corporation
• Affiliate company Total Gas & Power India
Limited is a current client.

Tower Automotive, Inc. Major Supplier • The Official Committee of Retired

Employees of Tower Automotive, Inc., a
related party in the Tower Automotive, Inc.
chapter 11 cases, is a former client
(closed 2008).

CLI-1668923v16 -36-

INTERESTED PARTY
Toyota Motor Corporation
TRW, Inc.
TRW Automotive
TRW Delplas S.A. de C.V.
Union Pacific Railroad Co., Inc.
United Rentals, Inc.
UPS Capital Corporation
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Certain Competitor to the • Toyota Motor Corporation is: (a) a current
Debtors client; (b) a stockholder of current client
Taiho Kogyo Co., Ltd.; and (c) a participant
with current client General Motors
Corporation in a joint venture known as
former client New United Motor
Manufacturing, Inc. (closed 2008);
• Affiliate companies Toyota Boshoku
Corporation, Toyota Motor Sales, U.S.A.,
Inc. and Hino Motors, Ltd. are current
clients;
• Affiliate company Toyota Motor Engineering
& Manufacturing North America, Inc. is a
joint venture participant with current client
International Automotive Components
Group LLC; and
• Affiliate company Japan Chemical Industries
Co., Ltd. is a former client (closed 2007).
• See also entries above for Denso
Corporation; Denso International America,
Inc.; General Motors Corporation; and
International Auto Components North
America, Inc. regarding related disclosure.
Major Supplier • Parent company TRW Automotive Holdings
Corporation and affiliate company TRW
Other Supplier and/or Automotive US LLC are current clients; and
Vendor
• Affiliate company Varga Servicos
Large Unsecured Creditor Automotive Ltda. is a participant in a former
joint venture with Dana Corporation (n/k/a
current client Dana Holding Corporation).
• See also entry above for Dana Holding
Corporation, f/k/a Dana Corporation,
regarding related disclosure.
Common Carrier, Customs • Union Pacific Railroad Co., Inc. and
Broker and/or affiliate company Transcontinental Surety
Warehousemen of Vermont, Inc. are current clients; and
• Parent company Union Pacific Corporation is
a former client (closed 2007).
Major Fleet Customer • United Rentals, Inc. is an affiliated entity of:
(a) current client Litigation Committee
United Rentals Board of Directors; and
(b) several individuals who are independent
directors and current Jones Day clients.
Major Lessor and/or Related • Parent company United Parcel Service, Inc.
Entity is: (a) a current client; and (b) a member of
current client UFEX.
-37-

INTERESTED PARTY
U.S. Bancorp Equipment Finance
United States Steel Corporation
Valeo S.A.
Valeo, Inc.
Varde Investment Partners L.P.
Visteon Corporation
Volkswagen AG
The Wackenhut Corporation
Weatherford U.S., Inc.
Wescast Industries, Inc.
Worthington Industries, Inc.
The Worthington Steel Company
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS CLIENTS AND THEIR AFFILIATES
Major Lessor and/or Related • Affiliate company U.S. Bank National
Entity Association is a current client.
Large Unsecured Creditor • United States Steel Corporation is:
(a) a current client; and (b) a partner of
former client Laroche Industries
(closed 2008).
Major Supplier • Affiliate company Valeo IT GmbH is a
current client.
Party to Other Significant
Contract
Major Secured Lender • Affiliate company Värde Management, L.P.
and/or Administrative Agent is a current client; and
• Affiliate company Varde Partners, Inc. is an
investor in current client International Coal
Group, Inc.
Major Supplier • Visteon Corporation is a former client
(closed 2007).
and
Large Unsecured Creditor
Certain Competitor to the • Affiliate company Audi AG is a former client
Debtors (closed 2008).
and
Major Supplier
Large Unsecured Creditor • Parent company G4S Plc (f/k/a Group 4
Securicor Plc) is a current client.
Major Fleet Customer • Affiliate company Multi Operational Service
Tankers, Inc. is a current client; and
• Affiliate company Weatherford Artificial Lift
Systems, Inc. is a member of current client
OFS Portal LLC.
Other Supplier and/or • Wescast Industries, Inc. is a current client.
Vendor
Major Supplier • Worthington Industries, Inc. is: (a) a current
client; (b) the parent of The Worthington
Large Unsecured Creditor Steel Company; and (c) a significant party to
a former joint venture, partnership or limited
partnership with current client The LTV
Corporation.
-38-

INTERESTED PARTY
Xerox Corporation
XL Insurance Company Ltd.
Yale University c/o Mfp Invest
Yazaki Corporation
Yazaki North America
Zurich Financial Services
CLI-1668923v16
RELATIONSHIP
TO THE DEBTORS
Major Fleet Customer
Major Insurer and/or
Insurance Broker
Major Secured Lender
and/or Administrative Agent
Major Supplier
Large Unsecured Creditor
and
Major Supplier
Major Insurer and/or
Insurance Broker
-39-
CLIENTS AND THEIR AFFILIATES
• Xerox Corporation is: (a) a current client;
and (b) a participant in a joint venture known
as Xerox Capital Services (XCS) LLC with
GE IT Solutions, a subsidiary of current
client General Electric Co., Inc.; and
• Former client De Lage Landen International
B.V. (closed 2007) has a majority interest
ownership in affiliate company Xerox
Financial Services Espana S.A.
• See also entries above for De Lage Landen
Financial Services; and GE Capital
Corporation; General Electric Co. Inc.; and
G.E. Fleet Council regarding related
disclosure.
• XL Insurance Company Ltd. is a stockholder
of current client International Automotive
Components Group LLC.
• Yale University is: (a) a current client;
(b) a limited partner of current client
Highcross Regional UK Partners, L.P.; and
(c) a partial owner of former client Kimpton
Hotel & Restaurant Group LLC
(closed 2009); and
• Affiliated entity Yale School of Music is a
joint venture participant with current client
Oberlin College.
• Yazaki Corporation is a former client
(closed 2007).
• Affiliate companies Associated Marine
Insurers & Agents Pty Ltd and Zurich
Insurance Holding (Hong Kong) Ltd. are
current clients;
• Affiliate company Zurich Capital Markets is
the former employer of two individuals who
are former Jones Day clients
(both closed 2007 and 2008, respectively);
and
• Affiliate company American Zurich
Insurance Company is a stockholder of
current client International Automotive
Components Group LLC.
 EXHIBIT B

NYI-4179615v5
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x

DISCLOSURE OF COMPENSATION OF JONES DAY

Pursuant to section 329(a) of title 11 of the United States Code (the "Bankruptcy

Code") and Rule 2016(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy

Rules"), Corinne Ball hereby certifies as follows:

1. I am a partner in the law firm of Jones Day and am duly authorized to

make this Disclosure of Compensation on behalf of Jones Day in connection with the

Application of Debtors and Debtors in Possession, Pursuant to Sections 327(a), 328(a), 329(a)

and 364 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy

Rules 2014-1 and 2016-1, for an Order Authorizing Them to Retain and Employ Jones Day as

Counsel, nunc pro tunc as of the Petition Date (the "Application").1 The facts set forth in this

Disclosure of Compensation are personally known to me and, if called as a witness, I could and

would testify thereto.

2. On November 21, 2008, the Debtors provided Jones Day with an advance

payment of $1,000,000.00 (the "Initial Deposit") to establish a retainer (the "Retainer") to pay for

legal services rendered or to be rendered by Jones Day in connection with the Debtors' efforts to

1
Capitalized terms not otherwise defined herein have the meanings given to them in the Application.

NYI-4179615v5
pursue a possible out-of-court restructuring and in preparation for the commencement of these

chapter 11 cases. Pursuant to paragraph 4 of the Engagement Letter, the Debtors replenished and

maintained the Retainer through the provision of subsequent deposits (collectively,

the "Replenishing Deposits"), as follows:

Date of Replenishing Deposit(s) Amount of Replenishing Deposit(s)

December 8, 2008 $1,000,000.00

December 19, 2008 $3,000,000.00
January 28, 2009 $2,000,000.00
February 27, 2009 $1,000,000.00
April 14, 2009 $2,000,000.00
April 27, 2009 $100,050.49
April 27, 2009 $3,000,000.00
April 29, 2009 $1,548,245,17
April 29, 2009 $1,500,000.00
April 29, 2009 $2,719,125.71

The source of the Initial Deposit and all of the Replenishing Deposits comprising the Retainer

was the Debtors' operating cash.

3. From time to time, Jones Day has applied the Retainer proceeds to actual

fees and expenses and, in one instance immediately prior to the Petition Date, to estimated fees

and expenses (collectively, the "Prepetition Draws"). These Prepetition Draws totaled

$13,098,207.97. As set forth above, as of the Petition Date, $5,769,213.40, of the Retainer, as

maintained through the Replenishing Deposits, remained unapplied.2

2
Jones Day in in the process of adjusting this amount downwards. Jones Day has not yet reconciled its
actual fees and expenses through the Petition Date against estimated fees and expenses through the Petition
Date. Any Prepetition Draws in excess of Jones Day's actual fees and expenses for the applicable invoice
period will be added to, and treated as part of, the Retainer. Any shortfall in the Prepetition Draws
compared to Jones Day's actual fees and expenses will result in an application, and corresponding reduction
in the amount, of the Retainer. Accordingly, the amount of the Retainer remaining after (a) the
reconciliation of any estimated Prepetition Draws and (b) the application of the Prepetition Draws and the
Retainer to Jones Day's actual fees and expenses for the prepetition period, may differ from the amount
stated above. Jones Day expects to: (a) complete its reconciliation of prepetition fees and expenses
actually incurred through the Petition Date no later than the filing of its first interim fee application in these
(continued. . .)

NYI-4179615v5 -2-
 4. Pursuant to paragraph 4 of the Engagement Letter, upon the conclusion of

Jones Day's representation of the Debtors (or as otherwise directed by the Court), Jones Day will

apply any remaining portion of the Retainer against any unpaid fees or unreimbursed

disbursements, with any unapplied portion of the Retainer to be promptly returned to the

Debtors.

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

been able to ascertain after reasonable inquiry, neither I, nor Jones Day nor any partner or

associate thereof has received or been promised any compensation for legal services rendered or

to be rendered in any capacity in connection with the Debtors' chapter 11 cases, other than as

permitted by the Bankruptcy Code. Jones Day has not agreed to share compensation received in

connection with these cases with any other person, except as permitted by section 504(b) of the

Bankruptcy Code and Bankruptcy Rule 2016(b) in respect of the sharing of compensation among

Jones Day's partners.

Dated: April 30, 2009

/s/ Corinne Ball
Corinne Ball
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
ONE OF THE PROPOSED ATTORNEYS
FOR DEBTORS AND DEBTORS IN
POSSESSION

(. . . continued)
cases; and (b) make a corresponding adjustment to the amount and application of the Retainer described in
the text above on or about that date.

NYI-4179615v5 -3-
 EXHIBIT C

NYI-4179615v5
 EXHIBIT D

NYI-4179615v5
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re : Chapter 11
:
Chrysler LLC, et al., : Case No. 09-50002 (AJG)
:
Debtors. : (Jointly Administered)
:
---------------------------------------------------------------x

ORDER, PURSUANT TO SECTIONS 327(a), 328(a),

329(a) AND 364 OF THE BANKRUPTCY CODE, BANKRUPTCY
RULES 2014(a) AND 2016(b) AND LOCAL BANKRUPTCY RULES 2014-1
AND 2016-1, AUTHORIZING THE DEBTORS TO RETAIN AND EMPLOY
JONES DAY AS COUNSEL, NUNC PRO TUNC AS OF THE PETITION DATE

This matter coming before the Court on the Application of Debtors and Debtors in

Possession, Pursuant to Sections 327(a), 328(a), 329(a) and 364 of the Bankruptcy Code,

Bankruptcy Rules 2014(a) and 2016(b) and Local Bankruptcy Rules 2014-1 and 2016-1, for an

Order Authorizing Them to Retain and Employ Jones Day as Counsel, Nunc Pro Tunc as of the

Petition Date (the "Application"),1 filed by the debtors and debtors in possession in the

above-captioned cases (collectively, the "Debtors"); the Court having reviewed the Application,

the Ball Declaration and the Disclosure of Compensation, and any supplements thereto, and

having considered the statements of counsel and the evidence adduced with respect to the

Application at a final hearing before the Court on the Application (the "Hearing"); and the Court

having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334, (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b), (iii) notice of the Application

and the Hearing was sufficient under the circumstances, (iv) Jones Day does not hold or

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

NYI-4179615v5
represent any interest adverse to the Debtors' estates and is a "disinterested person," as defined in

section 101(14) of the Bankruptcy Code and as required by section 327 of the Bankruptcy Code,

(v) the terms and conditions of Jones Day's employment, as described in the Application and the

Engagement Letter, are reasonable (as that term is used in section 328(a) of the Bankruptcy

Code) and (vi) the Application and all related papers fully comply with the Bankruptcy Code, the

Bankruptcy Rules and the Local Bankruptcy Rules; and the Court having determined that the

legal and factual bases set forth in the Application, the Ball Declaration and the Disclosure of

Compensation, and any supplements thereto, and at the Hearing establish just cause for the relief

granted herein;

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED.

2. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and

Bankruptcy Rule 2014(a), the Debtors are authorized to retain and employ Jones Day as their

counsel in these chapter 11 cases on the terms and conditions set forth in the Application and the

Engagement Letter, nunc pro tunc as of the Petition Date.

3. Jones Day shall be compensated for its services and reimbursed for any

related expenses in accordance with applicable provisions of the Bankruptcy Code (including

sections 328, 330 and 331 thereof), the Bankruptcy Rules, the Local Bankruptcy Rules and any

other applicable orders or procedures of this Court.

4. Jones Day's fees and expenses incurred in its representation of the

Debtors, to the extent allowed consistent with paragraph 3 above, are hereby granted

superpriority status, pursuant to section 364(c)(1) of the Bankruptcy Code.

5. Jones Day is authorized to: (a) complete its reconciliation of prepetition

fees and expenses actually incurred through the Petition Date no later than the date of filing of its

NYI-4179615v5 -2-
first interim fee application; and (b) make a corresponding adjustment to the amount and

application of the Retainer, as described in paragraph 31 and footnote 10 of the Application, on

or about that date; provided, however, that Jones Day shall not apply any portion of the Retainer

to fees and expenses incurred from and after the Petition Date unless and until authorized to do

so by a further order of this Court.

6. To the extent that this Order is inconsistent with the Engagement Letter,

the terms of this Order shall govern.

7. The Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation of this Order.

Dated: New York, New York

_________________, 2009

UNITED STATES BANKRUPTCY JUDGE

NYI-4179615v5 -3-