In re Chrysler LLC, Case No. 09-50002 (AJG) · 2 Chris Isidore, Auto Sales Are Worst in 26 Years. January Sales Tumble More Than Expected at GM, ... are prepared to resume normal

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

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

Debtors.

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

x : : : : : : : x

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

APPLICATION 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

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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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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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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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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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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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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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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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(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

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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.

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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.

NYI-4179615v5

Dated: April 30, 2009 New York, New York

Respectfully submitted,

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


Debtors. ---------------------------------------------------------------

x : : : : : : : 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 -2-

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 -3-

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 -4-

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 -5-

(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 -6-

(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 -7-

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 -8-

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 -9-

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 -10-

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 -11-

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 -12-

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

SCHEDULE 1

NYI-4179615v5

SCHEDULE 2

CLI-1668923v16

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

INTERESTED PARTY

RELATIONSHIP

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. ACE Limited

Major Business Affiliation of Chrysler LLC's Directors and Managers 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 Vendor

• Parent company Adco Global, Inc. is a 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 -2-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


AgentWare Systems, Inc. Party to Material License Agreement and/or Permit

• AgentWare Systems, Inc. is a former client (closed 2009).

Ahab Capital Management; and Ahab Capital Partners, L.P. Ahab Distressed Ltd.; Ahab Distressed, L.P.; Ahab Opportunities Ltd.; and Ahab Opportunities, L.P.

Major Business Affiliations of Chrysler LLC's Directors and Managers Major Secured Lenders and/or Administrative Agents

• Affiliated company Ahab Partners, L.P. (a/k/a Ahab International Ltd.) is a stockholder of former client Property One GmbH (closed 2008).

AIG Casualty Company; AIG Cat Excess Liability; and American International Group, Inc. (AIG)

Major Insurers and/or Insurance Brokers

• 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 Major Supplier

And

Large Unsecured Creditor

• AK Steel Corporation is a current client.

Alcoa, Inc. Major Supplier • 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).

CLI-1668923v16 -3-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Aleris International, Inc. Major Supplier • Aleris International, Inc. is a current client.

Allevard Rejna Auto Suspensions Other Supplier and/or Vendor

• Affiliate company CIR International S.A. is a current client.

Allstate Insurance Company Major Fleet Customer • Allstate Insurance Company is a former client (closed 2007).

American Society of Composers, Authors and Publishers

Party to Material License Agreement and/or Permit

• American Society of Composers, Authors and Publishers is a member of former client Fasttrack (closed 2007).

ANSYS, Inc. Party to Material License Agreement and/or Permit

• ANSYS, Inc. is a current client.

AON Corporation Major Insurer and/or Insurance Broker

• Affiliate company AON Conseil & Courtage S.A. is a current client.

Archer Capital Master Fund, L.P. Major Secured Lender and/or Administrative Agent

• Affiliate company Archer Capital Management, L.P. is a former client (closed 2008).

ArvinMeritor OE LLC Major Supplier • Parent company Arvinmeritor, Inc. is a former client (closed 2007).

Asahi Tec Corporation Major Supplier • 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. Major Business Affiliation of Chrysler LLC's Directors and Managers

• 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.

CLI-1668923v16 -4-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Atlas Tube Other Supplier and/or Vendor

• Parent company The Carlyle Group and 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.

Avis Budget Group, Inc.; and Avis Rent A Car Systems LLC

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.

AZ Automotive Corporation 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.

BAL Global Finance LLC Banc of America Leasing & Capital LLC Bank of America, N.A.

Major Lessor and/or Related Entity Party to Material License Agreement and/or Permit Depository and Disbursement Bank

• Parent company and current client Bank of America Corporation is: (a) the new parent company of current client Merrill Lynch & Co. and its affiliate companies; (b) a stockholder of former client Giant Industries, Inc. (closed 2009); and (c) a former member of former client Murray 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.

CLI-1668923v16 -5-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Banco de Venezuela Grupo Santander Depository and Disbursement Bank

• Parent company Banco Santander, S.A. and 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 and/or Line of Credit

• Affiliate company Scotia Fondos, S.A. De C.V., Sociedad Operadora Dades De Inversión, Grupo Financiero Scotiabank is a current client.

Barclays Bank Plc Counterparty to Derivative Agreement

• Barclays Bank Plc and affiliate companies 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 Disbursement Bank

• Affiliate company Banco Bilbao Vizcaya 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 -6-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Benteler AG Major Supplier and

Other Supplier and/or Vendor

• Benteler AG is a current client.

Blue Cross Blue Shield Major Benefits Administrator

• WellPoint, Inc., the largest member and 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 -7-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


BlueLinx Holdings, Inc.;

Cerberus Operations and Advisory Company LLC; and

IAP Worldwide Services, Inc.

Major Business Affiliations of Chrysler LLC's Directors and Managers

• Ultimate owner 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 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.

Bombardier Capital, Inc. Major Lessor and/or Related Entity

• Affiliate companies Bombardier 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).

Borg-Warner Automotive, Inc.

Borg Warner Emissions/Thermal Systems

Major Supplier


• Affiliate companies Borgwarner Torqtransfer Systems, Inc. and Beru AG are current clients.

Bridgestone Corporation Major Supplier • Bridgestone Corporation and its affiliate company Bridgestone Americas Holding, Inc. are current clients.

Canadian National Railway Company Common Carrier, Customs Broker and/or Warehousemen

• Canadian National Railway Company is a current client.

CLI-1668923v16 -8-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Caremark Major Benefits Administrator

• Parent company CVS Caremark 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.

Caspian Capital Partners, L.P.; and Caspian Select Credit Master Fund

Major Secured Lenders and/or Administrative Agents

• To the extent it may be related to the named parties in interest, a company named Caspian 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.

Cerberus Cerberus Capital Management, L.P.

An Ultimate Owner of the Debtors (Member of Chrysler Holding LLC) Holder of Second Lien Debt

• Jones Day has represented Cerberus Bavarian Investments, B.V. ("CBI"), a Dutch fund that, to the best of Jones Day's understanding, is managed by Cerberus 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.

China Motor Corporation


• China Motor Corporation and its parent company Yulon Group are current clients.

CLI-1668923v16 -9-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Affiliate of China Motor Corporation Joint Venture and/or Strategic Alliance Partner

• See also entry below for Nissan Motor Company, Ltd. regarding related disclosure.

Chrysler LLC, et al. The Debtors and their Domestic Nondebtor Subsidiaries and Wholly Owned Foreign Nondebtor Subsidiaries

• 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.

Chrysler India Automotive Private Limited (d/b/a Mercedes Benz Private Ltd.)

Wholly-Owned Foreign Nondebtor Subsidiary

• 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.

Chubb Group of Insurance Companies Major Insurer and/or Insurance Broker

• Affiliate company Federal Insurance Company is a stockholder of current client International Automotive Components Group LLC.

The CIT Group Major Lessor and/or Related Entity

• 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).

CLI-1668923v16 -10-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Citibank, N.A. Citibank, N.A. – N.Y.

Depository and Disbursement Bank and Counterparty to Derivative Agreement Major Secured Lender and/or Administrative Agent

• 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 Professional for Nondebtor Party in Interest

• Cleary Gottlieb Steen & Hamilton LLP is a former client (closed 2007).

Comerica Bank Depository and Disbursement Bank

• Parent company Comerica Incorporated is a current client.

Compass Automotive Group Other Supplier and/or Vendor

• Affiliate company Magnesium Aluminum Corporation is a current client.

Computer Associates International, Inc. Party to Material License Agreement and/or Permit

• Affiliate companies Computer Associates S.p.A. and Neptune Software, Inc. are current clients.

Computer Sciences Corporation Large Unsecured Creditor • Computer Sciences Corporation is a current client.

Concordia Institutional Multi-Strategy. Ltd.; Concordia Mac 29 Ltd.; and Concordia Partners, L.P.


• 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).

CLI-1668923v16 -11-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Continental AG Continental Automotive Systems Continental Automotive Guadalajara; Continental Automotive Huntsville; and Continental Teves

Major Supplier Other Supplier and/or Vendor Large Unsecured Creditors

• Affiliate companies Continental Tire North America, Inc. and Benecke-Kaliko AG are current clients.

• See also entry below for Temic Automotive of North America regarding related disclosure.

Cooper-Standard Automotive Group Other Supplier and/or Vendor

• Cooper-Standard Automotive Group and 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.

CLI-1668923v16 -12-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Credit Suisse Candlewood SS Mt; and XX - Credit Suisse Candlewood Pr


• 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.

Crescent I, L.P. Major Secured Lender and/or Administrative Agent

• 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. Common Carrier, Customs Broker and/or Warehousemen

• CSX Transportation, Inc. and affiliated entity Special Committee of CSX Board of Directors are current clients.

CTS Corporation Other Supplier and/or Vendor

• CTS Corporation is a current client.

Cummins Engine Company, Inc. Major Supplier • Cummins Engine Company, Inc. (d/b/a FleetGuard) is a current client.

Daimler AG An Ultimate Owner of the Debtors (Member of Chrysler Holding LLC)

and

Party to Other Significant Contract

• 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.

CLI-1668923v16 -13-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


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 Electronics Systems

Major Supplier • Delphi Corporation, a/k/a Delco Electronics 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


• 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 -14-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


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 -15-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


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.; Dollar Thrifty Automotive Group, Inc.

(a/k/a DTAG); and Thrifty, Inc.

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

Eaton Corporation Major Supplier

and

Major Fleet Customer

• Eaton Corporation is a current client.

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 -16-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Entrecap LLC Major Business Affiliation of Chrysler LLC’s Directors and Managers

• 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.

Faurecia Faurecia Auto Seating, Inc. Faurecia Exhaust Systems

Major Supplier Large Unsecured Creditor Other Supplier and/or Vendor

• 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 Major Supplier • Federal-Mogul Corporation is a current client.

FIG Leasing Company

Major Fleet Customer • 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.

FileNet Corporation Party to Material License Agreement and/or Permit

• 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.

CLI-1668923v16 -17-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Flextronics Automotive, Inc. Other Supplier and/or Vendor

• Parent company Flextronics International Ltd. is a current client; and

• Affiliate companies Flextronics International USA, Inc. and Flextronics are former clients (both closed 2007).

Geely Holding Group Certain Competitor to the Debtors

• Geely Holding Group is affiliated with former client Geely International Corporation (closed 2007).

GE Capital Corporation General Electric Co., Inc.; and G.E. Fleet Council

Major Lessor and/or Related Entity Major Fleet Customers

• General Electric Co., Inc. is: (a) a current client; (b) the parent of GE Capital Corporation and G.E. Fleet Council; (c) the 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.

CLI-1668923v16 -18-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


General Motors Corporation Certain Competitor to the Debtors

• General Motors Corporation is: (a) a current 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.

GETRAG Getriebe-und Zahnradfabrik GETRAG Getriebe und Zahnradfabrik

Hermann Hagenmeyer GmbH & Cie KG; GETRAG International GmbH; and GETRAG Transmission Manufacturing LLC

Major Supplier Parties to Significant Litigation

• GETRAG Getriebe und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG and parent company T. Hagenmeyer 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).

GKN Driveline; and GKN Sinter Metals

Other Suppliers and/or Vendors

• Parent company GKN Plc is: (a) a current 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.

CLI-1668923v16 -19-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Goldman Sachs Lending Partners The Goldman Sachs Group, Inc.

Major Secured Lender and/or Administrative Agent Counterparty to Derivative Agreement

• Goldman Sachs Credit Partners L.P. is: (a) a former client (closed 2007); and (b) a member of current client Service Net Solutions Ad Hoc Committee;

• 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.

Goodyear Tire & Rubber Company Major Supplier • Goodyear Tire & Rubber Company is a current client.

Guardian Industries Corporation Major Supplier • Guardian Industries Corporation is a current client.

CLI-1668923v16 -20-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Harman Becker Automotive Systems, Inc. Harman International Industries

Incorporated

Other Supplier and/or Vendor and Large Unsecured Creditor Major Supplier

• 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. Major Insurer and/or Insurance Broker

• 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) Henkel Corporation

Major Supplier Other Supplier and/or Vendor

• Henkel AG & Co. Kgaa (f/k/a Henkel Kgaa) is: (a) a current client; and (b) the parent of Henkel Corporation.

Hewitt Associates LLC Major Benefits Administrator

• Hewitt Associates LLC is a current client.

Hitachi Capital America Corporation (f/k/a Hitachi Credit America Corporation)

Major Lessor and/or Related Entity

• 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. Certain Competitor to the Debtors

• 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 Major Lessor and/or Related Entity

• HSH Nordbank AG is a current client.

Huntington National Bank Major Lessor and/or Related Entity

• Parent company Huntington Bancshares, Inc. is: (a) a current client; and (b) a partner of current client Skybus Airlines LLC.

CLI-1668923v16 -21-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Hydro Aluminum Automotive Other Supplier and/or Vendor

• Parent company Statoilhydro ASA, f/k/a as former client Norsk Hydro ASA (closed 2007), is a current client.

Ikon Office Solutions, Inc. Major Business Affiliation of Chrysler LLC’s Directors and Managers

• Parent company Ricoh Corporation is a current client.

Illinois Tool Works, Inc. Major Supplier • Illinois Tool Works, Inc. is a former client (closed 2008).

International Auto Components Group North America, Inc.

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.

IBM Global Financing International Business Machines

Corporation (IBM)

Major Lessor and/or Related Entity


• International Business Machines Corporation (IBM) is: (a) a current client; and (b) the parent of IBM Global Financing;

• 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.

J. Aron & Company (U.K.) Counterparty to Derivative Agreement

• J. Aron & Company (U.K.) is a former client (closed 2008).

• See also entries above for Cooper-Standard Automotive Group; and Goldman Sachs Credit Partners, L.P., et al. regarding related disclosure.

J. B. Hunt Transportation Services, Inc. Common Carrier, Customs Broker and/or Warehousemen

• J.B. Hunt Transportation Services, Inc. is a former client (closed 2008).

CLI-1668923v16 -22-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


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

and


• Johnson Controls, Inc. (a/k/a JCI) is a shareholder and joint venture partner of current client Johnson Controls – Saft 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 Disbursement Bank

• Parent company Keycorp and affiliate company Key Principal Partners Corporation are current clients.

CLI-1668923v16 -23-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


KPMG LLP Debtors’ Professional • 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).

Kuka Flexible Production Systems Corporation

Kuka Toledo Production Operations LLC

Large Unsecured Creditor Party to Other Significant Contract

and


• Parent company Kuka AG is a current client.

Lear Corporation Major Supplier • 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.

Liberty Mutual

Liberty Mutual Group

Major Fleet Customer

Major Insurer and/or Insurance Broker

• Affiliate company Liberty Mutual Investment Advisors LLC is a limited partner of current client Limited Partner Group of New City Asia Partners.

Macquarie Equipment Finance LLC Major Lessor and/or Related Entity

• 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).

CLI-1668923v16 -24-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Magna International, Inc. Magna Steyr LLC, d/b/a Magna Steyr North

America Toledo Paint Facility Magna Powertrain, Inc.; and Magna Steyr LLC

Major Supplier Party to Other Significant Contract Large Unsecured Creditors

• Magna International, Inc. is: (a) a current client; and (b) the parent of Magna Powertrain, Inc. and Magna Steyr LLC.

Mahle GmbH Mahle Industries, Inc.

Major Supplier Other Supplier and/or Vendor

• Mahle GmbH is a current client and affiliated with Mahle Industries, Inc. and Mahle Sistemas de Filtracion.

Mariner LDC Major Secured Lender and/or Administrative Agent

• 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).

Marsh & McLennan Companies, Inc. Major Insurers and/or Insurance Brokers

• 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 MotorCorporation Certain Competitor to the Debtors

• Mazda Motor Corporation is a current client.

Mellon US Leasing Major Lessor and/or Related Entity

• 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 Party to Material License Agreement and/or Permit

• 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.

CLI-1668923v16 -25-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Merrilll Lynch Credit Products LLC Major Secured Lender and/or Administrative Agent

• 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 Major Supplier • 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.

Methode Electronics, Inc. Other Supplier and/or Vendor

• Affiliate company Methode México, S.A. De C.V. is a current client.

Microsoft Corporation Party to Material License Agreement and/or Permit

• Microsoft Corporation is a joint venture participant with current client Tribune Company.

CLI-1668923v16 -26-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Mister Car Wash, a trade style for Onex Corporation

Party to Significant Litigation

• Affiliate companies Onex Credit Partners, 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).

Modine Manufacturing Company Other Supplier and/or Vendor

• Modine Manufacturing Company is a current client.

Morgan Stanley Senior Fund, Inc. Major Secured Lender and/or Administrative Agent

• Parent company Morgan Stanley is a member 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;

CLI-1668923v16 -27-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


• 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 Disbursement Bank

• New parent company PNC Financial 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 Insurance Broker

• Affiliate company National Union Insurance 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 Strategic Alliance Partner

• Nissan Motor Company, Ltd. is: (a) a major 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 -28-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


NTN Bearing Corporation of America Major Supplier, Other Supplier and/or Vendor

• 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.

Oaktree Value Opportunity Fund Holdings; OCM Opportunities Fund VII Del.; and XX Ocm Opp Fund VIIB Delaware


• 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).

Omnicom Capital, Inc. Major Secured Lender and/or Administrative Agent

• 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).

Oppenheimer Master Loan Fund LLC; and Oppenheimer Senior Floating Rate Fund


• Parent company Oppenheimer & Co., Inc. is a former client (closed 2007).

Park National Bank Major Lessor and/or Related Entity

• Park National Bank is a current client.

CLI-1668923v16 -29-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Penske Corporation

Penske Logistics LLC

Major Supplier

Common Carrier, Customs Broker, and/or Warehousemen

• 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. Major Fleet Customer • 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.

Perella Weinberg Ptr Xerion Mt Major Secured Lender and/or Administrative Agent

• 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).

Philip Morris USA Major Fleet Customer • 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

Major Fleet Customer • 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.

CLI-1668923v16 -30-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


PNC Leasing Major Lessor and/or Related Entity

• 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. Major Supplier • PPG Industries, Inc. is a current client.

Reams – Bill & Melinda Gates Foundation Major Secured Lender and/or Administrative Agent

• Bill & Melinda Gates Foundation is affiliated with current client Red Campaign Foundation, Inc.

Reams – Connecticut General Life Insurance Company

Major Secured Lender and/or Administrative Agent

• 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.

Reams – Halliburton Company Major Secured Lender and/or Administrative Agent

• 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.

Reams – Kraft Foods Master Ret Major Secured Lender and/or Administrative Agent

• 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.

CLI-1668923v16 -31-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Reams – Prudential Ret Ins & Ann. Major Secured Lender and/or Administrative Agent

• 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).

Reams – Santa Barbara County Emp R Major Secured Lender and/or Administrative Agent

• Related entity Santa Barbara County Employees Retirement System is a current client.

Reams – Trustees of Indiana University Major Secured Lender and/or Administrative Agent

• 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 Depository and Disbursement Bank;

Issuer of Letter of Credit and/or Line of Credit;

and

Counterparty to Derivative Agreement

• 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.

Royal and Sun Alliance Major Insurer and/or Insurance Broker

• Affiliate company Orion Capital Managers (France) is a current client.

CLI-1668923v16 -32-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Royal Bank of Scotland Plc Major Secured Lender and/or Administrative Agent

• 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. Ryder Truck Rental

Customs Broker, Common Carrier and/or Warehousemen Major Fleet Customer

• Ryder System, Inc. is a current client and the parent company of Ryder Truck Rental.

SAP AG Party to Material License Agreement and/or Permit

• SAP AG and affiliate company SAP Labs India Pvt. Ltd. are current clients.

Sankaty Cr Opps Off Mtr IV, L.P.; and Sankaty Credit Opportunity IV L.P.


• Affiliate company Sankaty Davis LLC is an investor in current client Davis Petroleum Acquisition Corporation.

Schneider Logistics International, Inc. Customs Broker, Common Carrier and/or Warehousemen

• Parent company Schneider National, Inc. is a current client.

Schultze Master Fund Ltd. Major Secured Lender and/or Administrative Agent

• 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).

CLI-1668923v16 -33-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


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 Administrator

• Sedgwick Claims Management Services, 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 -34-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Sonnenschein Nath & Rosenthal LLP Professional for Nondebtor Party in Interest

• Sonnenschein Nath & Rosenthal LLP is the employer of an individual who is a former Jones Day client (closed 2007).

Southwest Research Institute Party to Material License Agreement and/or Permit

• Southwest Research Institute is a current client.

Standard Bank Plc Counterparty to Derivative Agreement

• Standard Bank Plc and affiliate company Standard Bank Asia Limited are current clients.

Standard Thomson Corporation Other Supplier and/or Vendor

• 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).

Stant Corporation Other Supplier and/or Vendor

• Parent company Tomkins Plc and affiliate company Tomkins Industries are current clients.

• See also entry below for Tomkins Plc regarding related disclosure.

Steris Corporation Major Fleet Customer • Steris Corporation is a current client.

Stichting Pensioenfonds ABP Major Secured Lender and/or Administrative Agent

• Stichting Pensionenfonds ABP is an investor of current client Rexiter Capital Management Limited.

Sun Trust Leasing Corporation Major Lessor and/or Related Entity

• Parent company SunTrust Banks, Inc. and affiliate company SunTrust Bank, Atlanta are current clients.

Swiss RE Major Insurer and/or Insurance Broker

• 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).

CLI-1668923v16 -35-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Takeda Pharmaceuticals 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.

TCW Absolute Return Credit Fund; TCW Shared Opp Fund V, L.P.; and TCW Sr Secured Ln Fund, L.P


• Parent company Société Générale is: (a) a current client; and (b) the parent of 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.

Teksid Aluminum North America Major Supplier • Current client Questor Management Company LLC has a majority interest ownership in affiliated company Teksid Aluminum Components, Inc.

Temic Automotive of North America 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.

Tenneco, Inc. Major Supplier • Affiliate company Tenneco Automotive Europe S.A./N.V. is a current client.

Tennessee Commerce Bank Major Lessor and/or Related Entity

• Parent company The Toronto-Dominion Bank is a former client (closed 2007); and

• Affiliate companies TD Meloche Monnex and TD Securities (USA) LLC are current clients.

CLI-1668923v16 -36-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Textron, Inc.; and

Kautex Textron GmbH & Co.

Major Supplier

Other Supplier and/or Vendor

• Textron, Inc. is: (a) a current client; and (b) the parent of Kautex Textron GmbH & Co.;

• 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 Logistics)

Customs Broker, Common Carrier, and/or Warehousemen

• Affiliate company TNT Logistics Deutschland GmbH is a former client (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

Paulstra Corporation

Major Suppliers • Total S.A. is: (a) a current client; and (b) the parent of Paulstra Corporation; and

• 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 -37-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Toyota Motor Corporation Certain Competitor to the Debtors

• Toyota Motor Corporation is: (a) a current 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.

TRW, Inc. TRW Automotive TRW Delplas S.A. de C.V.

Major Supplier Other Supplier and/or Vendor Large Unsecured Creditor

• Parent company TRW Automotive Holdings Corporation and affiliate company TRW Automotive US LLC are current clients; and

• Affiliate company Varga Servicos 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.

Union Pacific Railroad Co., Inc. Common Carrier, Customs Broker and/or Warehousemen

• Union Pacific Railroad Co., Inc. and affiliate company Transcontinental Surety of Vermont, Inc. are current clients; and

• Parent company Union Pacific Corporation is a former client (closed 2007).

United Rentals, Inc. 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.

UPS Capital Corporation Major Lessor and/or Related Entity

• Parent company United Parcel Service, Inc. is: (a) a current client; and (b) a member of current client UFEX.

CLI-1668923v16 -38-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


U.S. Bancorp Equipment Finance Major Lessor and/or Related Entity

• Affiliate company U.S. Bank National Association is a current client.

United States Steel Corporation Large Unsecured Creditor • United States Steel Corporation is: (a) a current client; and (b) a partner of former client Laroche Industries (closed 2008).

Valeo S.A. Valeo, Inc.

Major Supplier Party to Other Significant Contract

• Affiliate company Valeo IT GmbH is a current client.

Varde Investment Partners L.P. Major Secured Lender and/or Administrative Agent

• Affiliate company Värde Management, L.P. is a current client; and

• Affiliate company Varde Partners, Inc. is an investor in current client International Coal Group, Inc.

Visteon Corporation Major Supplier

and


• Visteon Corporation is a former client (closed 2007).

Volkswagen AG Certain Competitor to the Debtors

and

Major Supplier

• Affiliate company Audi AG is a former client (closed 2008).

The Wackenhut Corporation Large Unsecured Creditor • Parent company G4S Plc (f/k/a Group 4 Securicor Plc) is a current client.

Weatherford U.S., Inc. 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.

Wescast Industries, Inc. Other Supplier and/or Vendor

• Wescast Industries, Inc. is a current client.

Worthington Industries, Inc. The Worthington Steel Company

Major Supplier Large Unsecured Creditor

• Worthington Industries, Inc. is: (a) a current client; (b) the parent of The Worthington Steel Company; and (c) a significant party to a former joint venture, partnership or limited partnership with current client The LTV Corporation.

CLI-1668923v16 -39-

INTERESTED PARTY

RELATIONSHIP

TO THE DEBTORS


Xerox Corporation Major Fleet Customer • 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. Major Insurer and/or Insurance Broker

• XL Insurance Company Ltd. is a stockholder of current client International Automotive Components Group LLC.

Yale University c/o Mfp Invest Major Secured Lender and/or Administrative Agent

• 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 Yazaki North America

Major Supplier Large Unsecured Creditor and Major Supplier

• Yazaki Corporation is a former client (closed 2007).

Zurich Financial Services Major Insurer and/or Insurance Broker

• 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.

NYI-4179615v5

SCHEDULE 3

NONEXCLUSIVE LIST OF CERTAIN JONES DAY PROFESSIONALS AND THEIR HOURLY RATES

NAME

POSITION

PRACTICE GROUP RESIDENT

OFFICE

APRIL 2009 BILLING

RATE

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

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

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

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 -2-

NAME

POSITION

PRACTICE GROUP RESIDENT

OFFICE

APRIL 2009 BILLING

RATE

Veerle Roovers Associate Business Restructuring New York, NY $600

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

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

Benjamin Rosenblum Associate Business Restructuring New York, NY $450

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

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

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

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

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

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

NYI-4179615v5

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 Other Staff $50 $375

NYI-4179615v5

EXHIBIT B

NYI-4179615v5


Debtors. ---------------------------------------------------------------

x : : : : : : : 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 -2-

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 -3-

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

EXHIBIT C

NYI-4179615v5

EXHIBIT D

NYI-4179615v5


Debtors. ---------------------------------------------------------------

x : : : : : : : 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 -2-

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 -3-

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

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